SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                             AMENDMENT NO. 1
                                  to
                               Form 10-K

                                (Mark One)
[X]   Annual  report  pursuant  to  Section  13 or 15(d) of the Securities 
      Exchange Act of 1934 for the fiscal  year  ended December 31, 1996

[ ]   Transition report pursuant to Section 13 or 15(d) of  the Securities 
      Exchange Act of 1934

                        Commission File Number 0-26836

                            WIRELESS ONE, INC.
           (Exact name of registrant as specified in its charter)

          Delaware                                     72-1300837
       (State or other                              (I.R.S. Employer
 jurisdiction of incorporation                     Identification No.)
       or organization)

            11301 Industriplex Boulevard, Suite 4
            Baton Rouge, Louisiana                      70809-4115
       (Address of principal executive offices)         (Zip Code)

                                (504) 293-5000
                        (Registrant's telephone number,
                             including area code)

         Securities registered pursuant to Section 12(b) of the Act:

                                     None

         Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock, $0.01 par value per share
                               (Title of Class)

      Indicate  by check mark whether the registrant (1) has filed all
reports required  to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934  during  the  preceding  12  months  (or for such
shorter period that the registrant was required to file such  reports)
and  (2) has been subject to such filing requirements for the past  90
days.  Yes  X   No

      Indicate  by  check  mark  if  disclosure  of  delinquent filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,  and
will not be  contained,  to  the  best  of  registrant's knowledge, in
definitive proxy or information statements incorporated  by  reference
in  Part  III of this Form 10-K or any amendment to this Form 10-K.  X  

      The aggregate  market  value  of  the  voting stock held by non-
affiliates (affiliates being directors, executive officers and holders
of more than 5% of the Company's common stock)  of  the  Registrant at
March 21, 1997 was approximately $28.1 million.

      The number of shares of the registrant's common stock, $0.01 par
value per share, outstanding at March 21, 1997 was 16,946,697.

                     DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant's Proxy Statement for its 1997 Annual
Meeting of stockholders have been incorporated by reference  into Part
III of this Form 10-K.
                                  

                              Wireless One, Inc.,
                                and Subsidiaries

Independent Auditors' Report............................................. F-2

Consolidated Balance Sheets as of December 31, 1995 and 1996............. F-3

Consolidated Statements of Operations for the years ended 
  December 31, 1994, 1995, and 1996...................................... F-4

Consolidated Statements of Stockholders' Equity for the  
  years ended December 31, 1994, 1995, and 1996.......................... F-5

Consolidated Statements of Cash Flows for the years ended 
  December 31, 1994, 1995, and 1996...................................... F-6

Notes to Consolidated Financial Statements............................... F-7


                    Independent Auditors' Report


The Board of Directors
Wireless One, Inc.:


We have audited the accompanying consolidated balance sheets of Wireless
One, Inc. and subsidiaries as of December  31,  1995  and  1996, and the
related consolidated statements of operations, stockholders' equity, and
cash  flows  for  each  of  the  years  in  the  three year period ended
December 31, 1996.  In connection with our audits  of  the  consolidated
financial  statements,  we  have  also  audited  the financial statement
schedule  as  listed  in  the  accompanying  index.  These  consolidated
financial   statements   and  financial  statement  schedule   are   the
responsibility of the Company's  management.   Our  responsibility is to
express  an  opinion  on  these  consolidated  financial statements  and
financial statement schedule based on our audits.

We conducted our audits in accordance with generally  accepted  auditing
standards.   Those standards require that we plan and perform the  audit
to obtain reasonable  assurance  about  whether the financial statements
are free of material misstatement.  An audit  includes  examining,  on a
test  basis,  evidence  supporting  the  amounts  and disclosures in the
financial statements.  An audit also includes assessing  the  accounting
principles used and significant estimates made by management, as well as
evaluating  the  overall  financial  statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial  statements referred to above
present  fairly,  in all material respects, the  financial  position  of
Wireless One, Inc.  and  subsidiaries  as of December 31, 1995 and 1996,
and the results of their operations and their cash flows for each of the
years in the three year period ended December 31,  1996,  in  conformity
with generally accepted accounting principles.  Also in our opinion, the
related financial statement schedule, when considered in relation to the
basic  consolidated  financial  statements  taken  as  a whole, presents
fairly, in all material respects, the information set forth therein.


                                            KPMG PEAT MARWICK LLP


New Orleans, Louisiana
February 21, 1997
                           
                           
                           WIRELESS ONE, INC.

                      Consolidated Balance Sheets
                      December 31, 1995 and 1996
<TABLE>
<CAPTION>

         Assets                                                 1995             1996
         ------                                            --------------   --------------
<S>                                                        <C>              <C>
Current assets:
   Cash and cash equivalents                               $  110,380,329   $  104,448,583
   Marketable investment securities - restricted 
     (note 5)                                                  17,637,839       18,149,180
   
   Subscriber receivables, less allowance for doubtful
     accounts of $73,641 and $292,619 in 1995 and 1996,
     respectively                                                 143,633          998,734
   Accrued interest and other receivables                         405,241          464,166
   Prepaid expenses                                               796,389        1,149,296
                                                           --------------   -------------- 

      Total current assets                                    129,363,431      125,209,959

Property and equipment, net (note 6)                           14,266,755       82,636,712
License and leased license investment, net of
  accumulated amortization of $548,283 and         
  $2,823,658 in 1995 and 1996, respectively                    26,724,238      154,444,536
Marketable investment securities - restricted (note 5)         35,755,505       18,885,565
Other assets (note 7)                                           7,689,945       14,432,590
                                                           --------------   --------------

                                                           $  213,799,874   $  395,609,362
                                                           ==============   ============== 
        Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                                        $   2,356,707    $    4,105,994
   Accrued expenses                                              862,100         6,775,218
   Accrued interest                                            3,683,333         4,482,864
   Current maturities of long-term debt (note 8)                 376,780         3,169,383
                                                           -------------    -------------- 

     Total current liabilities                                 7,278,920        18,533,459

Long-term debt (note 8)                                      150,871,267       299,909,221
Deferred taxes (note 9)                                                -         6,500,000
                                                           -------------    --------------
                                                             158,150,187       324,942,680

Redeemable convertible preferred stock, $.01 par
  value, 15,000 shares authorized, no shares 
  issued or outstanding (note 10)                                      -                 -

Stockholders' equity:
   Preferred stock, $.01 par value, 10,000,000 shares
     authorized, no shares issued or outstanding                       -                 -
   Common stock, $.01 par value, 50,000,000 shares
     authorized, 13,498,752 and 16,946,697 shares
     issued and outstanding in 1995 and 1996, respectively       134,988           169,467
   Additional paid-in capital                                 65,631,596       120,284,507
   Accumulated deficit                                       (10,116,897)      (49,787,292)
                                                           -------------    --------------

     Total stockholders' equity                               55,649,687        70,666,682
                                                           -------------    --------------
   Commitments and contingencies (note 13)                             -                 -
                                                           -------------    --------------
                                                           $ 213,799,874    $  395,609,362
                                                           =============    ==============

</TABLE>
See accompanying notes to consolidated financial statements.

                               WIRELESS ONE, INC.

                      Consolidated Statements of Operations
                  Years Ended December 31, 1994, 1995, and 1996
<TABLE>
<CAPTION>
                                                1994             1995             1996
                                            ------------     ------------    --------------
<S>                                         <C>              <C>             <C>
Revenues                                    $    399,319     $  1,410,318    $   11,364,828
Operating expenses:
  Systems operations                             274,886          841,819         5,316,190
  Selling, general and administrative          1,800,720        4,431,839        18,659,100
  Depreciation and amortization                  413,824        1,783,066        11,625,507
                                            ------------     ------------    --------------
                                               2,489,430        7,056,724        35,600,797
                                            ------------     ------------    --------------
     Operating loss                           (2,090,111)      (5,646,406)      (24,235,969)
                                            ------------     ------------    --------------
Other income (expense):                                        
     Interest expense                           (171,702)      (4,070,184)      (28,087,948)
     Interest income                                   -        2,024,116         8,146,958
     Equity in losses of investee (note 7)             -                -          (193,436)
                                            ------------     ------------    --------------
        Total other expense                     (171,702)      (2,046,068)      (20,134,426)

        Loss before income taxes              (2,261,813)      (7,692,474)      (44,370,395)

Income tax benefit (note 9)                            -                -         4,700,000
                                            ------------     ------------    --------------
        Net loss                              (2,261,813)      (7,692,474)      (39,670,395)

Preferred stock dividends and discount  
  accretion (note 10)                                  -         (786,389)                -
                                            ------------     ------------    --------------
Net loss applicable to common stock         $ (2,261,813)    $ (8,478,863)   $  (39,670,395)
                                            ============     ============    ==============
Net loss per common share                   $      (1.21)           (2.02)            (2.65)
                                            ============     ============    ==============
Weighted average common shares outstanding     1,863,512        4,187,736        14,961,934
                                            ============     ============    ============== 
</TABLE>

See accompanying notes to consolidated financial statements.

                               
                               WIRELESS ONE, INC.
                Consolidated Statements of Stockholders' Equity
                 Years Ended December 31, 1994, 1995, and 1996
<TABLE>
<CAPTION>
                                              Additional    
                                  Common       paid-in      Subscriptions     Accumulated   
                                   Stock       capital        receivable        deficit           Total
                                 ---------  -------------    ------------    -------------    -------------
<S>                              <C>        <C>              <C>             <C>              <C>
Balance at January 1, 1994       $   5,381  $     834,619    $   (219,020)   $    (162,610)   $     458,370

Issuance of 1,475,823
  shares of common stock            14,758      9,145,242      (8,660,000)               -          500,000
       
Collections of subscriptions                 
  receivable                             -              -       5,647,156                -        5,647,156

Net loss                                 -              -               -       (2,261,813)      (2,261,813)
                                 ---------  -------------    ------------    -------------    -------------
Balance at December 31, 1994        20,139      9,979,861      (3,231,864)      (2,424,423)       4,343,713
                                                             
Collections of subscriptions                 
  receivable                             -              -       3,231,864                -        3,231,864
 
Conversion of redeemable
  preferred stock and warrants
  into 4,524,512 shares            
  of common stock                   45,246     14,453,442               -                -       14,498,688
  
Issuance of 3,450,000
  shares of common stock 
  pursuant to initial 
  public offering                   34,500     32,340,708               -                -       32,375,208

Issuance of 750,000 warrants             -      3,015,000               -                -        3,015,000

Issuance of 3,510,290
  shares of common stock
  in purchase transactions          35,103      6,628,974               -                -        6,664,077

Preferred stock dividends
  and accretion of discount              -       (786,389)              -                -         (786,389)
      
Net loss                                 -              -               -       (7,692,474)      (7,692,474)
                                 ---------  -------------    ------------    -------------    ------------- 
Balance at December 31, 1995       134,988     65,631,596               -      (10,116,897)      55,649,687

Issuance of 3,442,945
  shares of common stock                       
  in purchase transactions          34,429     48,166,801               -                -       48,201,230
      
Issuance of stock options
  in purchase transactions               -      1,401,723               -                -        1,401,723
      
Issuance of warrants to
  purchase 544,059 shares               
  of common stock                        -      5,053,387               -                -        5,053,387
      
Issuance of 5,000 shares of
  common stock upon exercise
  of employee stock options             50         31,000               -                -           31,050
      
Net loss                                 -              -               -      (39,670,395)     (39,670,395)
                                 ---------  -------------    ------------    -------------    -------------
Balance at December 31, 1996     $ 169,467  $ 120,284,507    $          -    $ (49,787,292)   $  70,666,682
                                 =========  =============    ============    =============    =============
</TABLE>            

            See accompanying notes to consolidated financial statements.
<PAGE>                               

<TABLE>
<CAPTION>
                               WIRELESS ONE, INC.

                    Consolidated Statements of Cash Flows
                Years Ended December 31, 1994, 1995, and 1996


                                                  1994            1995             1996
                                            --------------  ---------------   ---------------
<S>                                         <C>             <C>               <C>
Cash flows from operating activities:
  Net loss                                  $  (2,261,813)  $   (7,692,474)   $  (39,670,395)
  Adjustments to reconcile net loss to 
    net cash used in operating activities:
      Bad debt expense                            54,608           196,281           371,349
      Depreciation and amortization              413,824         1,783,066        11,625,507
      Amortization of debt discount              104,767           328,301         7,845,537
      Accretion of interest income                     -          (213,230)         (976,638)
      Deferred income tax benefit                      -                 -        (4,700,000)
        Equity in losses of investee                   -                 -           193,436
        Changes in assets and liabilities:
          Receivables                           (167,277)         (571,957)         (868,890)
          Prepaid expenses                       (46,515)         (468,707)         (145,949)
          Deposits                                     -                 -           917,796
          Accounts payable and accrued                      
            expenses                             237,378         6,004,541         3,265,187
                                            ------------    --------------    --------------
            Net cash used in operating      
              activities                      (1,665,028)         (634,179)      (22,143,060)
                                            ------------    --------------    --------------
Cash flows from investing activities:
  Purchase of investments and other assets      (102,000)       (1,533,446)       (2,778,012)
  Capital expenditures                        (2,960,842)       (9,805,057)      (60,408,418)
  Acquisition of license investment           (5,156,054)       (6,762,415)      (43,898,328)
  Purchase of marketable investment                  
    securities                                         -       (53,180,114)                -
  Proceeds from maturities of securities               -                 -        17,335,237
                                            ------------    --------------    --------------     
            Net cash used in investing                        
              activities                      (8,218,896)      (71,281,032)      (89,749,521)
                                            ------------    --------------    --------------
Cash flows from financing activities:                    
  Proceeds from issuance of long-term 
    debt and warrants                          4,275,819       144,764,902       120,624,614
  Principal payments on long-term debt          (103,306)      (11,502,054)      (13,089,874)
  Debt issuance costs                                  -          (343,839)       (1,604,955)
  Issuance of common stock                     5,647,156        35,008,396            31,050
  Issuance of redeemable preferred stock               -        14,343,654                 -
                                            ------------    --------------    --------------
            Net cash provided by financing
              activities                       9,819,669       182,271,059       105,960,835
                                            ------------    --------------    --------------
            Net increase (decrease) in cash      (64,255)      110,355,848        (5,931,746)

Cash and cash equivalents at beginning     
  of period                                       88,736            24,481       110,380,329
                                            ------------    --------------    --------------
Cash and cash equivalents at end of period  $     24,481    $  110,380,329    $  104,448,583
                                            ============    ==============    ==============
</TABLE>
See accompanying notes to consolidated financial statements.
                               WIRELESS ONE, INC.

                   Notes to Consolidated Financial Statements
                         December 31, 1995 and 1996

(1)  Description  of  Business  and  Summary  of  Significant  Accounting
     Policies

     (a) Nature of Operations

         Wireless  One  Inc.  is engaged in the business  of  developing,
         owning,  and  operating   wireless   cable   television  systems
         primarily  in  select  southern and southeastern  United  States
         markets.

     (b) Consolidation Policy

         The consolidated financial  statements  include  the accounts of
         the Company and its majority-owned subsidiaries. All significant
         inter-company  balances  and  transactions  are  eliminated   in
         consolidation.

     (c) Property and Equipment

         Property  and  equipment are stated at cost and include the cost
         of transmission  equipment  as well as subscriber installations.
         The Company capitalizes the excess of direct costs of subscriber
         installations over installation fees. These direct costs include
         reception  materials  and  equipment   on  subscriber  premises,
         installation labor, overhead charges and direct commissions.

         Depreciation and amortization are recorded  on  a  straight-line
         basis for financial reporting purposes over the estimated useful
         lives   of   the   assets.    Any  unamortized  balance  of  the
         nonrecoverable portion of the cost  of a subscriber installation
         is  fully  depreciated  upon subscriber  disconnection  and  the
         related cost and accumulated  depreciation  are removed from the
         balance  sheet.   Repair and maintenance costs  are  charged  to
         expense when incurred; renewals and betterments are capitalized.

         Equipment   awaiting    installation   consists   primarily   of
         accessories, parts and supplies  for  subscriber  installations,
         and is stated at the lower of average cost or market  on a first
         in first out basis.

     (d) License and Leased License Investment

         Licenses  and  leased  license investment consists primarily  of
         costs incurred in connection  with  the Company's acquisition of
         channel rights.  Channel rights represent  the  right to utilize
         all  of  the  capacity  on  channels  operated  under a  license
         received from  the  Federal Communications  Commission  ("FCC").
         These  assets are recorded  at  cost  and  amortized  using  the
         straight-line  method  over  the assets  estimated useful lives,
         usually 10-20 years, beginning with inception of service in each
         market.  Amortization expense  for  the years ended December 31,
         1994,  1995  and  1996  was  $191,915, $574,169  and  $2,275,374
         respectively.  As of December 31,  1995  and 1996, approximately
         $17,809,000 and $76,269,000 of channel rights  were  not subject
         to amortization.

     (e) Long Lived Assets

         Effective January 1, 1996, the Company adopted the provisions of
         Statement  of  Financial Accounting Standards ("SFAS") No.  121,
         "Accounting for  the  Impairment  of  Long-Lived  Assets and for
         Long-Lived  Assets  to  be Disposed Of."  SFAS No. 121  requires
         that long-lived assets and  certain  identifiable intangibles to
         be held and used or disposed of by an  entity  be  reviewed  for
         impairment  whenever events or changes in circumstances indicate
         that the carrying  amount  of  an  asset may not be recoverable.
         The adoption of this statement had no  impact  on  the financial
         position or results of operations of the Company.

         The Company periodically evaluates the propriety of the carrying
         amounts  of  the  license  and  leased  license  investment  and
         property   and  equipment  in  each  market,  as  well  as   the
         depreciation  and   amortization  periods   based  on  estimated 
         undiscounted future cash  flows and other  factors  to determine 
         whether  current events or circumstances warrant  adjustments to 
         the  carrying amounts  or a revised estimate of the useful  life.   
         If warranted, an impairment loss  would  be recognized to reduce 
         the  carrying  amount  of  the  related assets  to  management's  
         estimate of the fair value of the individual license and related 
         property and equipment.

     (f) Revenue Recognition

         Revenues from subscribers  are  recognized in the month that the
         service is provided.

     (g) Income Taxes

         The  Company  utilizes  the  asset  and   liability   method  of
         accounting  for  income taxes.  Under this method, deferred  tax
         assets  and  liabilities  are  recognized  for  the  future  tax
         consequences attributable  to  differences between the financial
         statement carrying amounts of existing  assets  and  liabilities
         and  their  respective  tax  basis.   Deferred  tax  assets  and
         liabilities  are  measured  using  enacted tax rates expected to
         apply to taxable income in the years  in  which  those temporary
         differences  are  expected  to  be  recovered.   The  effect  on
         deferred tax assets and liabilities of a change in tax  rates is
         recognized  in  income in the period that includes the enactment
         date.

         A valuation allowance  is  provided to reduce the carrying value
         of deferred tax assets to an  amount  which more likely than not
         will be realized.  Changes in the valuation  allowance represent
         changes  in  an estimate and are reflected as an  adjustment  to
         income tax expense in the period of the change.

     (h) Net Loss Per Common Share

         Net loss per common share is based on the net loss applicable to
         common stock divided  by  the  weighted average number of common
         shares outstanding during the period presented.  Shares issuable
         upon exercise of stock options and warrants are antidilutive and
         have been excluded from the calculation.

     (i) Debt Issuance Costs

         Costs incurred in connection with issuance of the Company's 1995
         Senior Notes and 1996 Senior Discount  Notes  (see  note 8) are
         included  in  other  assets  and are being amortized using  the
         interest method over the term of the notes.

     (j) Cash and Cash Equivalents

         Cash and  cash equivalents includes  cash  and  temporary  cash
         investments that are highly liquid and have original maturities
         of three months or less.

     (k) Use of Estimates

         The preparation  of financial  statements  in  accordance  with
         generally accepted accounting principles requires management to
         make estimates and assumptions that affect the reported amounts
         of  assets  and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts  of revenues and expenses during the reporting
         period.  Actual results could differ from those estimates.


     (l) Marketable Investment Securities

         Investments in marketable  securities  at  December 31, 1995 and
         1996   consist   of   U.S.  Treasury  securities  which   mature
         periodically through October  1998.  The Company has the ability
         and  intent  to  hold  these  investments  until  maturity  and,
         accordingly,  has  classified  these   investments  as  held-to-
         maturity investments.  Held-to-maturity investments are recorded
         at  amortized  cost, adjusted for amortization  of  premiums  or
         discounts.  Premiums  and  discounts are amortized over the life
         of the related held-to-maturity  investment  as an adjustment to
         yield using the effective interest method.  A  decline in market
         value  of  the Company's investments below cost that  is  deemed
         other than temporary  results  in a reduction in carrying amount
         to fair value.  The impairment is  charged to earnings and a new
         cost  basis  for  the  investment  is  established.    No   such
         impairments  have been recorded for the years ended December 31,
         1994, 1995 and 1996.

     (m) Reclassifications

         Certain  amounts  in  the   prior  year  consolidated  financial
         statements  have  been  reclassified to conform with the current
         year presentation.  These  reclassifications  had  no  effect on
         previously reported net loss.

(2)  Liquidity

     The  growth  of  the  Company's  business  requires  substantial
     investment on a continuing basis to finance capital expenditures
     and  related  expenses  for  expansion of the Company's customer
     base  and  system  development. In  addition,  the  Company  has
     recorded net losses  since  inception and expects to continue to
     experience net losses while it develops and expands its wireless
     cable systems.  Management expects that the Company will require
     significant  additional  financings,   through  debt  or  equity
     financings, joint ventures or other arrangements, to achieve its
     targeted subscriber levels in its current  business plans in its
     operating  systems  and  target  markets  and to  cover  ongoing
     operating  losses.   Additional  debt  or  equity  also  may  be
     required  to  finance  future  acquisitions  of  wireless  cable
     companies,  wireless  cable  systems  or channel rights.   While
     management  believes  the  Company  will  be   able   to  obtain
     additional debt or equity capital on satisfactory terms  to meet
     its  future  financing  needs,  there  can  be no assurance that
     either additional debt or equity capital will be available.

(3)  Initial Public Offering and Heartland Transaction

     Wireless One, Inc. was formed in June, 1995, by the shareholders of
     a  predecessor company ("Old Wireless One") and Heartland  Wireless
     Communications,  Inc.,  ("Heartland").   Old  Wireless One had been
     formed in 1993.

     During   October,   1995,   the  Company  completed  a  series   of
     transactions which included (i) the issuance of 3,450,000 shares of
     common stock at $10.50 per share  in  an  initial  public offering;
     (ii) the issuance of $150,000,000 of 13% Senior Notes  due  in 2003
     (the  "1995  Senior Notes") and warrants to purchase 450,000 shares
     of the Company's common stock, and (iii) the acquisition of certain
     wireless cable television assets and related liabilities of certain
     subsidiaries of Heartland for common stock of the Company and notes
     (the "Heartland Transaction").

     The  consummation   of   the  Heartland  Transaction  included  the
     Company's acquisition of all  of  the  outstanding capital stock of
     Old Wireless One and certain wireless cable  television  assets and
     related  liabilities  in  Heartland's  markets in Texas, Louisiana,
     Alabama,  Georgia and Florida.  In connection  with  the  Heartland
     Transaction,   the   shareholders  of  Old  Wireless  One  received
     approximately 6.5 million  shares of the Company's common stock and
     Heartland  received  approximately   3.5   million  shares  of  the
     Company's common stock.  In addition, Heartland  received  notes in
     the  amount  of $10,000,000, which were subsequently repaid by  the
     Company from the  proceeds of the offerings of the Company's common
     stock and 1995 Senior Notes.


The  Heartland  Transaction   has   been  accounted  for  as  a  business
combination using the purchase method  of  accounting. In accordance with
Staff Accounting Bulletin No. 48, the Heartland  assets  and  liabilities
acquired  have  been  recorded using the historical cost basis previously
reported by Heartland, reduced by the amount of notes issued to Heartland
in connection with the transaction. The assets acquired consist primarily
of systems and equipment  and various wireless cable channel rights.  The
following is a summary of the net assets acquired:

      Current assets                                     $    318,892
      Current liabilities                                     (35,956)
      Systems and equipment, net                            2,392,711
      Leased license investment and other intangibles      13,476,534
                                                         ------------
      Net assets acquired                                  16,152,181
      Notes issued to Heartland                           (10,000,000)
                                                         ------------
                                                         $  6,152,181
                                                         ============

The 1995 financial  statements  of  Wireless One, Inc. include the results of
operations of the business interests  acquired  in  the Heartland Transaction
since October 18, 1995.  Pro forma unaudited consolidated  operating  results
of  the  Company  and  the  Heartland  business  acquired for the years ended
December 31, 1994 and 1995, assuming the transaction had been completed as of
January 1, 1994, are summarized below:

                                                1994            1995
                                            ------------    ------------
      Total revenues                        $  1,287,312    $  1,976,142

      Net loss applicable to common stock   $ (3,776,669)   $ (8,863,252)

      Net loss per common share             $      (0.29)   $      (0.68)


These pro forma results  have  been  prepared for comparative purposes
only  and  include  an  adjustment  for  additional  interest  expense
associated with the portion of the proceeds  of  the notes utilized to
repay $7 million of notes to Heartland.  Net loss  per common share is
based on the weighted average number of shares outstanding  during the
year  adjusted  to  give  effect  to shares issued in the transaction.
They do not purport to be indicative  of  the  results  of  operations
which actually would have resulted had the combination been in  effect
on  January  1,  1994  or  of  future  results  of  operations  of the
consolidated entity.

(4) Acquisitions

   On  July  29,  1996,  the  Company  merged  with TruVision Wireless Inc.,
   ("TruVision")   whereby  the  Company  issued  to  the   then   TruVision
   shareholders 3,262,945  shares  of  common  stock.  The Company also paid
   $1.8 million in cash and issued 180,000 shares of common stock to certain
   affiliates of TruVision and issued stock options  equivalent  to  195,226
   shares of the Company's common stock with an estimated fair value at  the
   date  of  acquisition  of $1,401,723.  TruVision acquires, develops, owns
   and operates wireless cable  television  systems  within the southeastern
   United States primarily in Mississippi, Alabama, and Tennessee.


   The following summarizes the allocation of estimated fair market value of
   the net assets acquired in the transaction:

         Current assets                           $  1,146,604
         Property and equipment                     16,427,882
         Other assets                                2,149,155
         License and leased license investment      80,645,464
         Current liabilities                        (5,719,908)
         Deferred tax liability                    (11,200,000)
         Short term debt                           (32,046,244)
                                                  ------------
                                                  $ 51,402,953
                                                  ============

     In 1996, the Company also acquired (i)  Shoals Wireless, Inc., whose
     principal  asset  was  an  Operating  System  in  the  Lawrenceburg,
     Tennessee  Market, for approximately $1.2 million (ii) an  Operating
     System and hard-wire  cable system in the Huntsville, Alabama Market
     for approximately $6 million,  (iii)  rights  to  11  wireless cable
     channels  in  the Macon, Georgia Market for approximately  $600,000,
     (iv) rights to  eight  wireless cable channels in the Bowling Green,
     Kentucky  Market for $300,000,  (v)  rights  to  16  wireless  cable
     channels  in   the   Jacksonville,   North   Carolina   Market   for
     approximately  $820,000  ($800,00 is being withheld pending grant of
     licenses)  and  12  wireless  cable  channels  in  the  Chattanooga,
     Tennessee Market for $517,000 and (vi) rights to 11 MDS channels and
     filings for 20 ITFS licenses  and  related transmission tower leases
     and approvals in Auburn/Opelika, Alabama for $600,000.

     The  foregoing  transactions have been  accounted  for  as  business
     combinations using  the  purchase  method of accounting. The various
     purchase prices have been allocated to the net assets acquired based
     on management's estimates of fair values  of  assets and liabilities
     acquired.   Approximately  $94,529,000 of the purchase  prices  have
     been allocated to license and  leased  license  investment  and  are
     being amortized over 20 years.

   The  December 31, 1996 financial statements of Wireless One, Inc. include
   the results  of  operations  of  the  business  interests acquired in the
   various  transactions discussed above from the dates  of  the  respective
   transactions.  Summarized  below  is  the unaudited pro forma information
   for the years ended December 31, 1995 and  1996  as  if  the transactions
   discussed  herein  and  in note 3 had been consummated as of  January  1,
   1995.
                                                  1995             1996
                                              ------------    -------------
    Revenues                                  $  6,387,670    $  15,270,994
    Net loss applicable to common stock       $ (8,649,605)   $ (53,156,071)
    Net loss per common share                 $      (0.52)           (3.14)


   The  unaudited  pro forma results  have  been  prepared  for  comparative
   purposes only and  include adjustments to conform financial statements of
   the acquired entities  to  accounting policies used by the Company and to
   record additional amortization  of license and leased license investments
   related  to the excess purchase price  over  historical  costs  of  these
   license and  leased license investments.  Adjustments have also been made
   to recognize income  tax  benefits  during  the  periods  to  the  extent
   deferred  tax  assets  can  be  realized  through  reversals  of  taxable
   temporary  differences.   Net  loss  per  common  share  is  based on the
   weighted average number of shares outstanding during the year adjusted to
   give  effect  to  shares  issued in the transactions.  The unaudited  pro
   forma  results  do  not purport  to  be  indicative  of  the  results  of
   operations which actually  would  have resulted had the combinations been
   in effect on January 1, 1995 or of  the  future  results of operations of
   the consolidated entity.

                           
(5)  Marketable Investment Securities - Restricted

     Marketable investment  securities - restricted at  December  31, 1995
     and  1996 consists  of  U.S.  Treasury  securities  placed in  escrow 
     pursuant to the bond indenture relating to the 1995 Senior Notes. The 
     investments have  been deposited into  an escrow account and, pending 
     disbursement, the collateral  agent has a first  priority lien on the 
     escrow  account  for the  benefit of the holders of  the notes.  Such 
     funds may  be disbursed from the escrow account only  to pay interest 
     on the  notes and, upon  certain  repurchases  or redemptions  of the 
     notes, to  pay  principal  of  and  premium,  if  any,  thereon.  The 
     maturities  of the  securities purchased  have  been  matched  to the 
     interest payment dates of the notes.

     A  summary of the Company's restricted held to maturity securities at
     December 31, 1995 and 1996 follows:

                             Amortized    Unrealized   Unrealized      Fair
   December 31, 1995            Cost         Loss         Gain         Value
   -----------------       ------------   ----------   ---------   ------------
U.S. Treasury Notes        $ 22,343,879   $  (1,110)   $ 113,163   $ 22,455,932
U.S. Treasury Notes       
  interest coupon strips     31,049,465           -      199,185     31,248,650
                           ------------   ---------    ---------   ------------
                           $ 53,393,344   $  (1,110)   $ 312,348   $ 53,704,582
                           ============   =========    =========   ============
   December 31, 1996         
U.S. Treasury Notes        $ 15,214,837   $ (38,659)   $       -   $ 15,176,178
U.S. Treasury Notes
  interest coupon strips     21,332,090     (23,675)      14,596     21,323,011
Other                           487,818           -       15,135        502,953
                           ------------   ---------    ---------   ------------
                           $ 37,034,745   $ (62,334)   $  29,731   $ 37,002,142
                           ============   =========    =========   ============

     Scheduled  maturities  for  the  marketable securities held at December 
     31, 1996, are as follows:

                                         Amortized           Fair
                                           Cost             Value
                                       ------------      ------------
     Maturing in less than 1 year      $ 18,149,180      $ 18,152,471
     Maturing from 1-5 years             18,885,565        18,849,671
                                       ------------      ------------
                                       $ 37,034,745      $ 37,002,142
                                       ============      ============
(6)  Property and Equipment

     Major  categories  of property and equipment at December 31, 1995 and 
     1996 are as follows:

                                        Estimated
                                          Life         1995           1996
                                        --------   ------------   ------------
     Equipment awaiting installation        -      $  2,230,144   $  9,109,287
     Subscriber premises equipment 
       and installation costs               5         3,561,714     43,049,807
     Transmission equipment and            
       system construction costs           10         8,092,890     29,463,789
     Office furniture and equipment         7         1,270,131      7,161,468
     Buildings and leasehold 
       improvements                      31.5           523,203      2,031,754
                                                   ------------   ------------
                                                     15,678,082     90,816,105

     Less accumulated depreciation                   (1,411,327)    (8,179,393)
                                                   ------------   ------------
                                                   $ 14,266,755   $ 82,636,712
                                                   ============   ============

     Depreciation expense  for  the  years  ended December 31, 1994, 1995 
     and 1996 was $221,909, $1,208,897 and $9,350,133 respectively.

(7)  Other Assets

     Other assets at December 31, 1995 and 1996 consist of the following:


                                                      1995          1996
                                                   ---------     ----------
     Debt issuance costs, net of accumulated
       amortization of $163,927 and $1,068,230 
       in 1995 and 1996, respectively             $ 6,053,898    $ 11,129,764
     Deposits and other                             1,410,543         492,747
     Investments in unconsolidated subsidiaries       225,504       2,810,079
                                                  -----------    ------------   
                                                  $ 7,689,945    $ 14,432,590
                                                  ===========    ============
     
     Investments in unconsolidated subsidiaries relates to the Company's  
     50% investment in Wireless One North Carolina, LLC (WONC) accounted 
     for  on the equity  method  and  its  16.5%  investment in Telecorp  
     Holding  Corp,  Inc., (Telecorp) accounted for on the cost  method.  
     WONC  is  in  the  business  of acquiring, developing and operating 
     wireless cable television systems in North Carolina. Telecorp is in  
     the  business of  acquiring  personal communication  service  (PCS) 
     licenses  for  the  purpose  of  developing  and   operating  a PCS
     network.   Neither of these entities has commenced operations as of 
     December 31, 1996.

(8)  Long-term Debt

     Long-term debt consists of the following: 
                                                     1995           1996    
                                                 ------------   ------------
       13% Senior Notes due 2003; face value 
         of $150,000,000, net of unamortized 
         discount - (1995 Senior Notes)          $148,149,131   $148,384,135
       13.5% Senior Discount Notes due 2006; 
         face value of $239,252,000, net of 
         unamortized discount - (1996 Senior
         Discount Notes)                                    -    126,400,136
       9.5% installment notes, principal and 
         interest due in installments through 
         August 31, 2006                                    -     22,257,207
       Subordinated non-interest bearing notes 
         (face value outstanding at December 
         31, 1995 and 1996 of $3,400,000 and 
         $3,050,000, respectively), discounted 
         to an 8% effective rate, principal and
         interest due in installments through       
         July 1997                                  2,939,156      2,880,672
       Other                                          159,760      3,156,454
                                                 ------------   ------------
                                                  151,248,047    303,078,604
       Less current maturities                       (376,780)    (3,169,383)
                                                 ------------   ------------
         Long-term debt, excluding current 
           maturities                            $150,871,267   $299,909,221
                                                 ============   ============


     Scheduled maturities of long  term  debt  for the next five years and 
     thereafter, are as follows:

         1997...........................$  3,169,383
         1998...........................     821,426
         1999...........................   2,781,078
         2000...........................   2,394,819
         2001...........................   2,630,560
         Thereafter..................... 291,281,338


     Interest on the 1995 Senior Notes  is payable semi-annually on April
     15  and  October  15  of  each  year.  The  1995  Senior  Notes  are
     redeemable at the option of the Company, in whole or in part, at any
     time on or after October 15, 1999,  at variable redemption prices in
     excess of par.  On or prior to October  15,  1998,  the  Company may
     redeem  up  to  30%  of  the aggregate principal amount of the  1995
     Senior Notes with the proceeds  from a sale to a strategic investor,
     as  defined.   In  addition, upon the  occurrence  of  a  change  of
     control, as defined,  each  holder  of  the  1995  Senior  Notes may
     require  the Company to repurchase all or a portion of such holder's
     1995 Senior  Notes  at  101%  of  the principal amount thereof, plus
     accrued and unpaid interest.

     The 1996 Senior Discount Notes will accrete in value until August 1,
     2001 at a rate of 13.5% per annum to  an  aggregate principal amount
     of $239,252,000.  Thereafter, cash interest on the notes will accrue
     at a rate of 13.5% per annum on the face value  of the notes payable
     semi-annually  on  February 1 and August 1 of each  year  commencing
     February 1, 2002.  The Company is accreting the 1996 Senior Discount
     Notes using the effective  yield.   Interest expense accreted to the
     balance of the notes during the year  ended  December  31,  1996 was
     $6,453,922.   The  1996 Senior Discount Notes will be redeemable  at
     the option of the Company,  in  whole  or in part, at any time on or
     after August 1, 2001 at variable redemption prices in excess of par.  
     On  or prior to August 1, 1999, the Company may  redeem up to 30% of 
     the aggregate  principal  amount  of the 1996 Senior  Discount Notes 
     with the  proceeds  from a sale to a strategic investor, as defined.  
     In  addition,  upon  the  occurrence  of a  change  of  control,  as  
     defined, each holder of the 1996  Senior Discount  Notes may require 
     the  Company to  repurchase all or a portion of  such  holder's 1996 
     Senior  Discount Notes at 101%  of the  accreted value thereof, plus 
     accrued and unpaid interest.

     The 1995 Senior Notes  and 1996 Senior Discount Notes are issued and
     outstanding  under  indentures  which  contain  certain  restrictive
     covenants, including  limitations on the incurrence of indebtedness,
     the making of restricted  payments,  transactions  with  affiliates,
     sale and leaseback transactions, the existence of liens, disposition
     of proceeds of asset sales, the making of guarantees and pledges  by
     restricted   subsidiaries,   transfers  and  issuance  of  stock  of
     subsidiaries, investments in unrestricted  subsidiaries, the conduct
     of the Company's business and certain mergers and sales of assets.

     The  9.5%  installment  notes were incurred in  connection  with  an
     auction of Basic Trading  Area  ("BTA")  rights in which the Company
     was the successful bidder.  The notes require  quarterly payments of
     interest  only  through  August  31,  1998.  Thereafter,  the  notes
     require  equal  quarterly  payments  of principal  and  interest  of
     $1,000,849  through August 31, 2006.


(9)  Income Taxes

     The  tax  effects  of  temporary  differences  that  give  rise  to 
     significant portions of the deferred tax assets and liabilities are 
     presented below:

                                                     1995           1996
                                                 ------------   ------------
        Deferred tax assets:
          Net operating loss carryforwards       $  2,955,166   $ 24,537,357
          Allowance for bad debts                      25,038        176,771
          Accrued liabilities deductible 
            when paid                                 152,320        216,368
          Other                                        68,000         24,796
                                                 ------------   ------------
                                                    3,200,524     24,955,292

        Less valuation allowance                   (2,136,029)    (5,766,361)
                                                 ------------   ------------
        Deferred tax asset                          1,064,495     19,188,931
                                                 ------------   ------------
        Deferred tax liabilities:
          Fixed assets, principally due to 
            differences in depreciation and 
            underlying basis                          11,700         473,997
          License Investment, due to 
            differences in basis from 
            amortizable lives and purchase 
            accounting adjustments                 1,052,795      25,214,934
                                                 -----------    ------------
        Deferred tax liabilities                   1,064,495      25,688,931
                                                 -----------    ------------
        Net deferred tax liability               $         -    $  6,500,000
                                                 ===========    ============


     The  net  changes  in total valuation allowance for the years  ended
     December  31,  1995 and  1996  were  increases  of   $1,911,619  and
     $3,630,332 respectively.  In assessing the realizability of deferred
     tax assets, the Company considers whether it is more likely than not
     that some portion  or  all  of  the  deferred tax assets will not be
     realized.  The  ultimate  realization  of  deferred  tax  assets  is  
     dependent upon the  generation  of  future taxable income during the 
     periods in which those temporary differences become deductible.  The 
     Company considers the scheduled reversal of deferred tax liabilities, 
     projected  future  taxable income  and  tax  planning  strategies in 
     making  this  assessment.   Based  upon  these  considerations,  the 
     Company has recognized deferred tax assets to the extent such assets 
     can  be  realized  through  future  reversals  of  existing  taxable 
     temporary differences.

     The Company did not  recognize  any  income  tax benefit for 1994 or
     1995 due to management's conclusion that a 100%  valuation allowance
     for the net deferred tax asset was warranted.  The  consummation  of
     the  TruVision transaction resulted in deferred tax liabilities that
     will be  recognized during periods in which the net operating losses
     may be utilized.   The Company has therefore recorded a deferred tax
     benefit in the year  ended  December  31,  1996  to  the extent such
     assets  can  be  realized  through future reversals of deferred  tax
     liabilities.   Income  tax benefit  in  1996  consists  entirely  of
     deferred income tax benefit  resulting  from  the recognition of net
     operating losses.

     The reconciliation of income tax from continuing operations computed  
     at the  U.S. Federal statuatory tax  rate to the company's effective
     income tax rate is as follows for each  of  the years ended December
     31,:


                                                1994      1995      1996
                                               -------   -------   -------
         Tax at U.S. Federal statutory rate    (34.0)%   (34.0)%   (34.0)%
         State and local income taxes, net
           of U.S. federal benefit                 -         -      (0.9)
         Valuation allowance                    34.0      28.3      23.5
         Other                                     -       5.7       0.8
                                               -------   -------   -------
                                                   -%        -%    (10.6)%
                                               =======   =======   =======

        
     The Company  had net  operating loss  carryforwards for  Federal and
     state  income  tax  purposes  of  approximately  $62,916,000  as  of 
     December 31, 1996.  The carryforwards expire in years 2008-2011.
    

(10) Redeemable Convertible Preferred Stock

     On  April  14, 1995, the  Company completed  a  private placement of 
     14,781.75 shares   of  redeemable  convertible preferred  stock  and  
     591,270 warrants to purchase common stock (collectively the "Units") 
     at a price  of  $1,000  per  Unit.  The proceeds from the issue were
     $13,866,000, net of issuance costs.   The  excess of the liquidation
     value over the carrying value was accreted by  periodic  charges  to
     additional   paid-in   capital  during  the  period  the  stock  was
     outstanding.  Contemporaneously  with  the  closing  of  the initial
     public offering of common stock in October 1995, the preferred stock
     and  warrants were converted into approximately 4,524,512 shares  of
     common stock.

(11) Stockholders' Equity

     In connection  with  the 1995 Senior Notes, the Company issued warrants
     to acquire 450,000 shares  of  its common stock.  Each warrant entitles
     the holder to purchase one share  of  common stock at $11.55 per share.
     The warrants are exercisable at any time  on  or after October 24, 1996
     and will expire on October 24, 2000.  For financial reporting purposes,
     these warrants were valued at $1,890,000.

     In connection with the 1996 Senior Discount Notes,  the  Company issued
     warrants  to acquire 544,059 shares of common stock.  The warrants  are
     exercisable  at  any  time  on or after August 12, 1997, at an exercise
     price of $16.6375 per share and  will  expire  on August 12, 2001.  For
     financial reporting purposes, these warrants were valued at $5,053,387.

     In  connection  with  the  Heartland  Transaction, the  Company  issued
     warrants  (the "GKM Warrants") to purchase  300,000  shares  of  common
     stock to an  underwriter  for  nominal consideration.  The GKM Warrants
     are initially exercisable at $12.60 per share through October 18, 2000.
     For  financial  reporting  purposes,  these  warrants  were  valued  at
     $1,125,000.

     In  connection  with  the Heartland  Transaction,  and  as  amended  in
     connection with the TruVision  Transaction, certain of the shareholders
     of the Company have entered into  an  agreement  whereby,  among  other
     things,  they  have  agreed  to  vote  their  common  stock  to elect a
     specified  slate of directors, which will be designated by the  parties
     to the stockholders agreement.

(12) Stock Option Plan

     In  October  of   1995,  the  Company  adopted  the  1995  Long-Term
     Performance Incentive  Plan  (the  "Incentive Plan"), which provides
     for  the grant to key employees of the  Company  of  stock  options,
     appreciation  rights,  restricted  stock, performance grants and any
     other type of award deemed to be consistent  with the purpose of the
     Incentive Plan.
     
     The  total  number of shares of Common Stock which  may  be  granted
     pursuant to the  Incentive  Plan  is  1,300,000.  The Incentive Plan
     will  terminate  upon the earlier of the  adoption  of  a  Board  of
     Directors' resolution terminating the Incentive Plan or on the tenth
     anniversary  of  the  date  of  adoption,  unless  extended  for  an
     additional  five-year   period  for  grants  of  awards  other  than
     incentive stock options.

     The  exercise  price  of  stock   options   is   determined  by  the
     Compensation Committee of the Board of Directors,  but  may  not  be
     less  than  100% of the fair market value of the common stock on the
     date of the grant  and the term of any such option may not exceed 10
     years from the date of grant.  With respect to any employee who owns
     stock  representing more  than  10%  of  the  voting  power  of  the
     outstanding  capital stock of the Company, the exercise price of any
     incentive stock  option may not be less than 110% of the fair market
     value of such shares  on  the  date  of  grant  and the term of such
     option may not exceed five years from the date of grant.

     Awards granted under the Incentive Plan will generally  vest  upon a
     proposed sale of substantially all of the assets of the Company,  or
     the merger of the Company with or into another corporation.  Options
     generally  vest  over  a  five-year period commencing on the date of
     grant and expire ten years from the date of grant.

     On  July  26,  1996, The Company  adopted  the  1996  Non  Employees
     Directors' Stock  Option Plan (the "Directors' Plan").  Directors of
     the Company who are  not  employees  of  the Company are eligible to
     receive  options under the Directors' Plan.   The  total  number  of
     shares of  Common  Stock  for which options may be granted under the
     Directors' Plan is 100,000.

     Participants in office on July 26, 1996, received options to acquire
     4,000 shares under the Directors'  Plan  and  on  January  1 of each
     year,  eligible  participants will receive options to acquire  2,000
     shares under the Directors' Plan.

     Options granted under  the Directors' Plan may be subject to vesting
     and certain other restrictions.   Subject to certain exceptions, the
     right to exercise an option generally  terminates  at the earlier of
     (i) the first date on which the initial grantee of such option is no
     longer  a director of either the Company or any subsidiary  for  any
     reason  other  than  death  or  permanent  disability  or  (ii)  the
     expiration date of the option.  Options granted under the Directors'
     Plan will  also  generally  vest  upon  a "change in control" of the
     Company.

     For the aforementioned plans, the Company has adopted the disclosure-
     only  provisions  of  Statement of Financial Accounting Standards No. 
     123,  "Accounting  for  Stock-Based  Compensation."   Accordingly, no
     compensation  cost has been  recognized  for the stock option grants.  
     Had compensation  cost for the  Company's two stock option plans been
     determined  based  on the fair value  at the grant date for awards in 
     1995 and  1996 consistent  with the  provisions  of SFAS No. 123, the 
     Company's net loss applicable to common stock and net loss per common 
     share  would have  been increased to  the pro forma amounts indicated 
     below:

                                                    1995           1996
                                               -------------   -------------
Net Loss Applicable to Common Stock - 
  as reported                                  $   8,478,863   $  39,670,395
Net Loss Applicable to Common Stock - 
  pro forma                                       10,141,210      44,022,171
Net Loss Per Common Share - as reported                 2.02            2.65
Net Loss Per Common Share - pro forma                   2.42            2.94


     The fair value of each option grant is estimated on the  date of  grant
     using  the   Black-Scholes  option-pricing  model  with  the  following
     weighted-average assumptions used for grants in 1995 and 1996: expected
     volatility of  83%;  expected dividend yield  of 0%; risk-free interest
     rate of 6.76%; and expected lives of 10 years.

     Information regarding these option plans for 1994, 1995 and 1996 is as
     follows:

<TABLE>
<CAPTION>
                                               1994        1995                        1996
                                           ------------------------          ------------------------
                                                                                             Weighted
                                                                                              Average
                                                                                             Exercise
                                               Shares      Shares              Shares          Price
                                             ---------    --------           ---------        -------
<S>                                          <C>          <C>                <C>              <C>
Options Outstanding, beginning of year               -     248,917             804,187        $  7.98
Options Granted
  Exercise Price = Fair Market Value           248,917     555,270              59,000        $ 11.89
  Exercise Price < Fair Market Value                 -           -             195,226        $  6.82
Options exercised                                    -           -               5,000        $  6.21
Options canceled                                     -           -              25,000        $ 10.50
                                             ---------    --------           ---------        -------
Options outstanding, end of year               248,917     804,187           1,028,413        $  7.93
                                             ---------    --------           ---------        -------

Option price range at end of year              $  6.21     $ 4.16 - 13.83    $ 4.16 - 16.25
Option price range for exercised shares        $     -           -           $    6.21

Options available for grant at end of year   1,051,083     495,813             371,587
Weighted-average fair value of options,
  granted during the year                                                    $   13.10

</TABLE>

The following table summarizes information about fixed-price stock options
outstanding at December 31, 1996.

<TABLE>
<CAPTION>

                 Options Outstanding                        Options Exercisable
-------------------------------------------------------   ------------------------
                                 Weighted-
                                  Average     Weighted-                  Weighted-
                      Number     Remaining     Average      Number        Average
    Range of       Outstanding  Contractual   Exercise    Exercisable    Exercise
Exercise Prices    at 12/31/96     Life         Price     at 12/31/96      Price
---------------    -----------  -----------   --------    -----------    --------- 
<S>                <C>             <C>        <C>           <C>          <C>
$ 4.16 - $ 6.21      421,145       7.9        $ 5.6545      271,793      $ 5.3492
     
$ 6.63 - $ 7.59      310,840       9.2        $ 7.0985      195,226      $ 6.8200
           
$10.24 - $13.83      264,428       8.4        $11.6020       17,440      $10.7221
                        
$15.25 - $16.25       32,000       7.6        $15.5937            0      $ 0.0000
                   ---------       ---        --------      -------      --------
                   1,028,413       8.4        $ 7.9295      484,459      $ 6.1353
                   =========       ===        ========      =======      ========
</TABLE>                                                                     

(13)    Commitments and Contingencies

     The Company leases, from third parties, channel  rights  licensed by
     the  FCC.   Under  FCC policy, the base term of these leases  cannot
     exceed the term of the  underlying  FCC  license.   FCC licenses for
     wireless cable channels generally must be renewed every  five to ten
     years, and there is no automatic renewal of such licenses.   The use
     of  such  channels by third parties is subject to regulation by  the
     FCC and, therefore,  the  Company's  ability to enjoy the benefit of
     these leases is dependent upon the third  party  lessor's continuing
     compliance with applicable regulations.  The remaining  terms of the
     Company's  leases  range  from  approximately five to twenty  years.
     Most of the Company's leases provide for rights of first refusal for
     their renewal.  The termination of  or  failure  to  renew a channel
     lease  or  termination  of the channel license would result  in  the
     Company  being  unable to deliver  television  programming  on  such
     channel.  Although the Company does not believe that the termination
     of or failure to  renew a single channel lease, other than that with
     EdNet,  could  adversely   affect   the  Company,  several  of  such
     terminations or failures in one or more  markets  that  the  Company
     actively serves could have a material adverse effect on the Company.
     Channel rights lease agreements generally require payments based  on
     the  greater  of  specified  minimums  or amounts based upon various
     factors, such as subscriber levels or subscriber revenues.

     The Company is a party to a renewable long-term  agreement  with the
     Mississippi  EdNet  Institute,  Inc. ("EdNet"), a non-profit, quasi-
     governmental body which manages the  licenses  designated to various
     state  educational  entities.  The  agreement  gives   the   Company
     exclusive  rights  to  utilize  excess  air  time (that portion of a
     channel's airtime available for commercial broadcasting according to
     FCC regulations) on the 20 ITFS channels in Mississippi.   The terms
     of  the  channel  leases  are  10  years,  commencing  in 1992.  The
     contract  provides  for  the monthly payment of $0.05 per subscriber
     per channel or, beginning one year after operating the first market,
     a minimum of $7,500 per month.   Expense  for  1996  related to this
     agreement  was  $79,336.   The agreement also required TruVision  to
     make advances to EdNet during  the  first 24 months of operations in
     the amount of $6,000 per month.  These  advances are being recovered
     as a credit against license fees owed to  EdNet.  The commercial use
     of these channels represents the majority of the Company's  channels
     in  Mississippi  and  the  loss  of, or inability to renew the EdNet
     Agreement  would have a material adverse  effect  on  the  Company's
     operation.

     The EdNet agreement  requires  the  Company to install, operate, and
     maintain a system sufficient to serve  95%  of the population of the
     licensed  geographic  area of  Mississippi  by July  1,  1998.   The
     agreement  also  requires the Company to provide  installations  and
     equipment at no charge  to EdNet at 1,100 sights EdNet may designate
     and to install and equip  an electronic classroom in each of its
     Mississippi markets at a minimum cost of $20,000 per classroom.

     The  Company  capitalizes  the cost  incurred  to  comply  with  the
     facility installation and interconnection  requirements of the EdNet
     Agreement and depreciates such cost over the  estimated  life of the
     related equipment.

     Payments  under the channel rights lease agreements generally  begin
     upon the completion  of  construction  of the transmission equipment
     and facilities and approval for operation  pursuant to the rules and
     regulations of the FCC.  However, for certain leases, the Company is
     obligated  to  begin  payments  upon  grant of the  channel  rights.
     Channel rights lease expense was $179,172,  $380,346, and $1,454,898
     for the years ended December 31, 1994, 1995, and 1996, respectively.

     The  Company also has certain operating  leases  for  office  space,
     equipment  and  transmission  tower space.  Rent expense incurred in
     connection with other operating  leases  was  $79,791, $183,003, and
     $1,805,083 for the years  ended December  31, 1994,  1995, and 1996,
     respectively.

     Future  minimum lease payments due under channel rights  leases  and
     other noncancelable  operating  leases  at  December 31, 1996 are as
     follows:

                                         Channel       Other
        Year ending                      rights      operating
        December 31,                     leases        leases
        ------------                 ------------   ------------
          1997...................... $  1,588,462   $  1,432,564
          1998......................    1,688,164      1,361,857
          1999......................    1,703,548      1,310,972
          2000......................    1,737,460      1,244,260
          2001......................    1,745,272        967,600
          Thereafter................    1,810,871        802,202
                                     ------------   ------------
                                     $ 10,273,777   $  7,119,455
                                     ============   ============


     The Company has entered into various service  agreements  to  obtain
     programming   for  delivery  to  customers  of  the  Company.   Such
     agreements require a per subscriber fee to be paid by the Company on
     a monthly basis.   These  agreements  range  in life from two to ten
     years.

      The Company is involved in various other claims  and  legal actions
      arising  in  the  ordinary  course of business.  In the opinion  of
      management, the ultimate disposition of these matters will not have
      a material adverse effect on  the  Company's consolidated financial
      position, results of operations or liquidity.

(14) Concentrations of Credit Risk

     Financial instruments which  potentially  expose  the   Company   to
     concentrations  of  credit risk consist primarily of cash, temporary
     cash investments, and  accounts  receivable.  The Company places its
     cash  and  temporary  cash  investments  with  high  credit  quality
     financial services companies.  Collectibility of subscriber accounts
     receivable is impacted by economic  trends  in each of the Company's
     markets.   Such  receivables are typically collected  within  thirty
     days, and the Company has provided an allowance which it believes is
     adequate to absorb losses from uncollectible accounts.

(15) Supplemental Cash Flow Information

     Cash  interest  payments  made  in  1994,  1995,  and  1996  totaled
     $168,512, $351,178, and $19,404,454 respectively.

     The Company made no Federal or state income tax payments during the
     years ended December 31, 1994, 1995, and 1996.

     During 1995, the  Company  paid  $288,104  in cash and issued 48,752
     shares  of its common stock in connection with  the  acquisition  of
     channel rights  in  Tennessee.   The  cost of the channel rights and
     other intangible assets acquired was $800,000  based  on the initial
     public offering price per share of $10.50.

     During  1995, the Company completed a public offering of  the  1995
     Senior Notes  which  had  an underwriters fee treated as a non-cash
     transaction in the accompanying cash flow statement of $5,250,000.

     During 1996, the Company paid  $1.8  million  in cash, issued 3,442,945
     shares  of  common  stock and issued options valued  at  $1,401,723  in
     connection with the TruVision acquisition.  The cost of the acquisition
     including  property and  equipment  and  license  rights  acquired  was
     $51,402,953  based  on  the then market price of the Company's stock of
     $14.

     In December 1996, the Company  entered  into  a  lease  transaction for
     computer  equipment  accounted  for  as  a  capital  lease.  The  value
     assigned to the equipment and the related capital lease  obligation was
     $924,782.


     During 1996, the Company financed $22,257,207 of the bid price  in  the
     BTA auction with the FCC representing 80% of the Company's bid in those
     markets.   In  addition,  the Company recorded other long term debts of
     $1,959,252 and related license investment related to BTA's in which the
     company was the successful bidder but has not been granted the licenses
     as of December 31, 1996 (see note 8).

     During 1996, the Company acquired  all  of the outstanding common stock
     of Shoals Wireless, Inc., whose principal  asset  is  a  wireless cable
     system in Lawrenceburg, Tennessee, for $1,068,000 in cash  and  a  note
     payable for $118,000.

     During 1996, the Company completed a public offering of the 1996 Senior
     Discount  Notes  which  had  an  underwriters fee treated as a non-cash
     transaction in the accompanying cash flow statement of $4,374,986.

(16) Disclosures About Fair Value Of Financial Instruments

     The following table presents the carrying  amounts  and  estimated fair
     values  of  the Company's financial instruments at December  31,  1996.
     The fair value  of  a  financial instrument is defined as the amount at
     which  the instrument could  be  exchanged  in  a  current  transaction
     between willing parties.
                                                    At December 31, 1996
                                                    --------------------
                                                  Carrying      Estimated
                                                   Amount       Fair Value
                                              --------------  --------------
         Marketable investment securities     $   37,034,745  $   37,002,142
         Long-term debt                          303,078,604     288,818,456


     The estimated  fair  value amounts have been determined by the Company
     using   available  market   information   and   appropriate   valuation
     methodologies as follows:

        *  The  carrying  amounts  of  cash and cash equivalents, subscriber
           receivable,  accrued interest  and  other  receivables,  accounts
           payable and accrued  expenses  approximate  fair value because of
           the short term nature of these items.

        *  The fair values of the Company's marketable investment securities
           are based on quoted market prices.

        *  The  fair  value  of long-term debt is based upon  market  quotes
           obtained from dealers  where  available and by discounting future
           cash  flows  at  rates currently available  to  the  Company  for
           similar instruments when quoted market rates are not available.

     Fair value estimates are subject to inherent limitations.  Estimates of
     fair value are made at a  specific  point  in  time,  based on relevant
     market information and information about the financial instrument.  The
     estimated fair values of financial instruments presented  above are not
     necessarily indicative of amounts the Company might realize  in  actual
     market  transactions.  Estimates of fair value are subjective in nature
     and involve  uncertainties  and  matters  of  significant  judgment and
     therefore  cannot be determined with precision.  Changes in assumptions
     could significantly affect the estimates.

                                                                SCHEDULE  II
                                Wireless One, Inc.
                      Valuation and Qualifying Accounts
                  Years Ended December 31, 1994, 1995 and 1996

<TABLE>
<CAPTION>                                     
                                   Balance at     Charged to
                                  Beginning of    Costs and                Balance at
       Description                   Period       Expenses    Deductions  end of period 
--------------------------------  ------------  ------------  ----------  -------------
<S>                               <C>           <C>           <C>         <C>
         1996
Deducted in balance sheet from
  subscriber receivables:
Allowance for doubtful accounts      73,641        371,349      152,371       292,619
                                  ---------     ----------    ---------   -----------

Deducted in balance sheet from
  leased license investment:
Amortization of leased license                              
  investment                        548,283      2,275,375            -     2,833,658
                                  ---------     ----------    ---------   -----------

Deducted in balance sheet from
  other assets: Amortization
  of debt issuance costs            163,926        904,304            -     1,068,230
                                  ---------     ----------    ---------   ----------- 
         
         1995 
Deducted in balance sheet from
  subscriber receivables:
Allowance for doubtful accounts       4,000        196,281      126,640        73,641
                                  ---------     ----------    ---------   ----------- 

Deducted in balance sheet from
  leased license investment:
Amortization of leased license
  investment                        230,902        317,381            -       548,283
                                  ---------     ----------    ---------   ----------- 

Deducted in balance sheet from
  other assets: Amortization
  of debt issuance costs                  -        163,926            -       163,926
                                  ---------     ----------    ---------   ----------- 

         1994
Deducted in balance sheet from
  subscriber receivables:
Allowance for doubtful accounts           -         54,605       50,608         4,000
                                  ---------     ----------    ---------   ----------- 

Deducted in balance sheet from
  leased license investment:
Amortization of leased license
  investment                          4,116        226,786            -       230,902
                                  ---------     ----------    ---------   ----------- 

Deducted in balance sheet from
  other assets: Amortization
  of debt issuance costs                  -              -            -             -
                                  ---------     ----------    ---------   ----------- 

</TABLE>
                                  
                                  SIGNATURES

      Pursuant to the requirements of Section  13 of the Securities Exchange
Act of 1934, the registrant has duly caused this  report to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 10, 1997.

                                    WIRELESS ONE, INC.



                                    By: /s/ Michael C. Ellis
                                       --------------------------------------
                                                  Michael C. Ellis
                                           Vice President, Controller and
                                                 Assistant Secretary

                                
                                
                                EXHIBIT INDEX
                                                                  Sequentially
Exhibit No.                   Description                        Numbered Page


  2.1     TruVision Merger Agreement among the Registrant,
          TruVision and Wireless One MergerSub, Inc., dated April
          25, 1996(1)

 3.1(i)   Amended and Restated Certificate of Incorporation of
          the Registrant(2)

3.1(ii)   Bylaws of the Registrant(2)

  4.1     Indenture between the Registrant and United States
          Trust Company of New York, as Trustee, dated October
          24, 1995(3)

  4.2     Escrow and Disbursement Agreement between the
          Registrant and Bankers Trust Corporation, Escrow Agent,
          dated October 24, 1995(3)

  4.3     Supplemental Indenture between the Registrant and
          United States Trust Company of New York, as Trustee,
          dated July 26, 1996(4)

  4.4     Indenture between the Registrant and United States
          Trust Company of New York as Trustee, dated August 12,
          1996(4)

  10.1    1995 Long-Term Performance Incentive Plan of the
          Registrant(3) *

  10.2    1996 Director's Stock Option Plan of the Registrant(4) *

  10.3    Warrant Agreement between the Registrant and Gerard,
          Klauer & Mattison L.L.C. (including form of warrant
          certificate) dated October 18, 1995(3)

  10.4    Amended and Restated Registration Rights Agreement
          among the Registrant, Heartland and certain
          stockholders dated July 29, 1996(4)

  10.5    Amended and Restated Stockholders Agreement among the
          Registrant, and certain stockholders dated July 29,
          1996 ("Stockholders Agreement")(4), as amended by 
          Amendment No. 1 dated September 17, 1996(5)

  10.6    Standard forms of MDS License Agreement of the
          Registrant(2)

  10.7    Standard forms of ITFS License Agreement of the
          Registrant(2)

  10.8    Form of Employment Agreement between the Registrant and
          certain executive officers(1) *

  10.9    Acquisition and Market Escrow Agreement among the
          parties to Exhibit 2.1 dated July 29, 1996(1)
   
  11.1    Statement re: Computation of Ratio of Per Share
          Earnings(6)
  
  21.1    Subsidiaries of the Registrant(6)

  23.1    Consent of KPMG Peat Marwick LLP 

  27.1    Financial Data Schedule(6)
_________________________________________
  (1) Incorporated herein  by  reference  from the Registrant's Registration
      Statement  Form  S-1  (Registration Number  333-05109  )  as  declared
      effective by the Commission on August 7, 1996.
  (2) Incorporated herein by  reference  from  the Registrant's Registration
      Statement  on  Form  S-1 (Registration Number  33-94942)  as  declared
      effective by the Commission on October 18, 1995.
  (3) Incorporated  herein by  reference  from  the  Registrant's  Quarterly
      Report on Form 10-Q for the fiscal  quarter ended September 30, 1995.
  (4) Incorporated herein  by  reference  from the Registrant's Registration
      Statement  on  Form S-1 (Registration Number  333-12449)  as  declared
      effective by the Commission on October 18, 1996.
  (5) Incorporated by reference from the Registrant's Post-Effective Amendment
      No. 1 to Registration Statement on Form S-3 (Registration Number 
      333-12449) as declared effective by the Commission on October 21, 1996.
  (6) Previously filed.

   *  Executive Compensation Plans and Arrangements