Exhibit 10.12

                                    [Confidential information has
                                     been  designated  with   the
                                     phrase:  Confidential infor-
                                     mation has  been omitted and
                                     filed  separately  with  the
                                     Commission.]


                              August __ , 1997

Wireless One, Inc.
1080 River Oaks Drive
Suite A150
Jackson, MS 39208

Attn: Henry Burkhalter, President

     RE:  Subscriber Service Payment

Dear Mr. Burkhalter:

     Reference is made to that certain DIRECTV MDU System Operator
Agreement ("Agreement") dated the 25th day of August, 1997 between Wireless
One, Inc. ("System Operator") and DIRECTV, Inc. ("DIRECTV").  Capitalized
terms not defined herein shall have the meaning ascribed to them in the
Agreement.  All terms and conditions set forth in the Agreement (including
the exhibits thereto) are hereby incorporated by reference and shall also
apply to the transactions contemplated by this letter agreement (the
"Subscriber Service Payment Agreement").

     In support of DIRECTV's program to introduce DIRECTV programming
services to residents of  MDU Properties, DIRECTV agrees to help offset
System Operator's future expenses associated with the maintenance and
servicing of SO Subscribers.

     DIRECTV will pay, on a one-time basis, [confidential information has
been omitted and filed separately with the Commission] to System Operator
for each activation of Commissionable Programming Packages for SO
Subscribers ("Subscriber Service Payment") provided the following
conditions and requirements are met:

1.   System Operator shall have submitted all required Subscriber
     Information for each SO Subscriber in accordance with the Agreement.

2.   System Operator must install and activate the SO Subscriber prior to
     the third anniversary of the execution of this Subscriber Service
     Payment Agreement.

3.   The SO Subscriber must subscribe to and pay for a Commissionable
     Programming Package for a minimum of [confidential information has
     been omitted and filed separately with the Commission] months for
     System Operator to be eligible to receive the entire Subscriber
     Service Payment; if an SO Subscriber cancels, is disconnected or
     downgrades to a DIRECTV programming package which is not a
     Commissionable Programming Package prior to such time, System Operator
     shall be entitled to receive only a prorated portion of the Subscriber
     Service Payment based on the number of months the SO Subscriber
     subscribed to and paid for a Commissionable Programming Package (the
     "Prorated Subscription Period").

4.   System Operator must be in compliance with all material terms and
     conditions of the Agreement.

     DIRECTV shall pay to System Operator the Subscriber Service Payment
     within [confidential information has been omitted and filed separately
     with the Commission] days after the accounting month, as such
     accounting month is determined by DIRECTV, of such SO Subscriber
     activation.

     [Confidential information has been omitted and filed separately with
     the Commission.]

     Kindly acknowledge your agreement to the foregoing terms by signing in
     the space provided below.
                              Good selling.

                              DIRECTV, INC.


                              By: /s/ Gene Gonzalez
                                 ---------------------------------
                                   Gene Gonzalez
                                   Director
                                   Special Markets & Distribution

Agreed and Accepted:


By: /s/ Wireless One, Inc.
   ------------------------------
       System Operator Name

       /s/ Henry Burkhalter, Sr.
       ---------------------------
       Signature

         Henry Burkhalter, Sr.
       ---------------------------
       Print Name

        President & CEO
       ---------------------------
       Title

           8-25-97
       ---------------------------
       Date