SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           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, 1998
     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 jurisdiction                  (I.R.S. Employer
of incorporation or organization)              Identification No.)



       2506 Lakeland Drive
       Jackson, MS                              39208
(Address of principal executive offices)      (Zip Code)

                         (601) 936-1515
                (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  *  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.  

     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 23, 1999 was approximately $5.3 million.

     The  number of shares of the registrant's common stock,  $0.01
par value per share, outstanding at March 23, 1999 was 16,940,064.
     
                        WIRELESS ONE, INC.

                ANNUAL REPORT ON FORM 10-K FOR THE
                FISCAL YEAR ENDED DECEMBER 31, 1998
                                 

                         TABLE OF CONTENTS
                                                                            Page
                                 
PART I

  Item   1. Business                                                           3
  Item   2. Properties                                                        29
  Item   3. Legal  Proceedings                                                29
  Item   4. Submission of Matters to a Vote of Security  Holders              30

PART II

  Item   5. Market for Registrant's Common Equity and Related Matters         30
  Item   6. Selected Financial  Data                                          30
  Item   7. Management's Discussion and Analysis of Financial Condition
               and Results of Operation                                       31
  Item  7A. Quantitative and Qualitative Disclosures about Market  Risk       38
  Item   8. Financial Statements and Supplementary  Data                      38
  Item   9. Changes in and Disagreements with Accountants  on Accounting
               and Financial Disclosure                                       38

PART III

  Item 10.  Directors and Executive Officers of the Registrant                38
  Item 11.  Executive Compensation                                            41
  Item 12.  Security  Ownership of Certain Beneficial  Owners  and
               Management                                                     46
  Item 13.  Certain Relationships and Related Transactions                    47

PART IV

  Item  14. Exhibits, Financial Statement Schedules and Reports  on
               Form 8-K                                                       48

Financial Statements                                                         F-3

Financial Statement Schedule

Signatures                                                                   S-1

Exhibit Index                                                                E-1


                                 
                                 
                                 
                                 
                                 
                                 
                                 
                              PART I
Item 1.   Business


Overview

      Wireless One, Inc. (the "Company") provides digital broadband
(i.e.,  high-capacity) wireless access (commonly  known  as  "BWA")
services  and analog wireless multichannel subscription  television
programming (commonly known as "wireless cable") services primarily
in  small  to  mid-size  markets in the southern  and  southeastern
United  States.  The Company's initial BWA product,  developed  and
engineered over the past approximately two and one-half years, is a
high-speed,  two-way Internet access and data transmission  product
which it is marketing under the name "WarpOneSM".

      Historically, the Company's principal business has  been  the
operation  of wireless cable systems which provide, as of  December
31,  1998, television programming service to approximately  101,000
subscribers  in  39 operating markets ("Operating Markets").  These
markets   have  an  average  of  27  cable  television  programming
channels,  including local broadcast programming. The Company  also
offers  up  to  185 channels of digital direct broadcast  satellite
("DBS") programming from DIRECTV, Inc. ("DIRECTV") in most  of  its
Operating  Markets  under  cooperative  marketing  agreements  with
DIRECTV and its distributors.  As of December 31, 1998, the Company
had approximately 3,700 DBS subscribers.  See "- Wireless Cable and
DIRECTV  Business."  In addition to its 39 operating  markets,  the
Company  owns  the BTA authorization (see "- Wireless Channels  and
Channel  Licensing  --  Licensing  Procedures")  from  the  Federal
Communications  Commission  ("FCC"), or  otherwise  has  aggregated
wireless  cable channel rights, in 41 non-operating markets  ("Non-
Operating   Markets"),  also  located  primarily   throughout   the
southeastern  United States (including 13 such markets  located  in
North Carolina and held by an entity in which the company has a 50%
interest).

      While  the  Company is continuing its business as a  wireless
cable operator and will continue to exploit its DIRECTV agreements,
the  Company's primary long-term business strategy is to expand the
use  of  its spectrum through the delivery of BWA services such  as
two-way  high-speed Internet access, data transmission and Internet
Protocol (IP) telephony services.

      WarpOneSM, the Company's two-way, high-speed Internet  access
and  data  transmission  product, was the  first  such  product  to
utilize  the  relatively unregulated (see "-Wireless  Channels  and
Channel Licensing -- Licensing Procedures") Wireless Communications
Service  ("WCS") radio spectrum (as opposed to the use of telephone
wires  or  fiber optic cables) for high-speed, wireless  "upstream"
transmissions (i.e., transmissions sent by the subscriber).  During
1996  and  1997,  the  Company conducted research  and  engineering
relative  to  utilization of the WCS radio spectrum for  "upstream"
transmissions.  As  a  result, in 1997, the  Company  acquired,  in
conjunction  with another entity, exclusive rights to WCS  spectrum
licenses  covering  approximately  11,000,000  households  in   the
southeastern United States. Thus, in addition to being  capable  of
delivering  data "downstream" at speeds up to 10,000 kilobytes  per
second   ("Kbps"),  WarpOneSM  is  capable  of  transmitting   data
"upstream"   at   speeds  up  to  1,500  Kbps.    For   comparison,
conventional (telephonic) Internet access products deliver data  at
up  to  56 Kbps (both upstream and downstream) and wired high-speed
Internet  access providers generally operate at speeds up to  1,500
Kbps  (both upstream and downstream).  In connection with its high-
speed  Internet access business, the Company also offers  technical
support,   e-mail,  Web  hosting,  domain  name  registration   and
maintenance and, through independent contractors, Web design.

      In  1998  the  Company  introduced  Warp  OneSM  in  Jackson,
Mississippi, Baton Rouge, Louisiana, and Memphis, Tennessee as test
markets.   The Company initially offered the WarpOneSM  product  to
small and medium sized businesses that are currently not served  by
other   high-speed Internet access and data transmission  services.
The   Company   believes,  however,  that   home   offices,   large
corporations, educational institutions and its traditional wireless
cable  customers  may also represent significant  markets  for  the
WarpOneSM  product.  In late 1998, the Company  also  introduced  a
wholesale  BWA  service which allows customers of Internet  service
providers  ("ISPs")  to  utilize the Company's  two-way  high-speed
Internet access.

      The Company's BWA and wireless cable products rely upon radio
signals  which  are  transmitted  through  the  air  via  microwave
frequencies  in  the 2.1 GHz to 2.7 GHz range from  a  transmission
facility to a small receiving antenna at each subscriber's location
(and in the case of BWA products, low power signals are transmitted
from  a  transmission facility at each subscriber's location  to  a
Company  receiving  antenna), which generally  requires  a  direct,
unobstructed  line-of-sight ("LOS") from the transmission  facility
to  the receiving antenna. The Company utilizes up to 206 megahertz
("MHz")  of radio spectrum in each market allocated by the  FCC  as
Multichannel  Multipoint Distribution Service ("MMDS"),  Multipoint
Distribution  Service  (together with MMDS,  "MDS"),  Instructional
Television Fixed Service ("ITFS") and WCS.

Chapter 11 Bankruptcy Proceeding

       Background.   The  wireless  cable  television  industry  is
extremely  capital intensive.  To obtain the capital  necessary  to
acquire  channel  rights,  to construct or  acquire  its  Operating
Systems, and to finance operating losses, the Company completed the
initial  public  offering of its common stock in October  1995  and
issued  debt  securities and warrants in October  1995  and  August
1996.   See  "Management's  Discussion and  Analysis  of  Financial
Condition  and  Results  of  Operations  -  Liquidity  and  Capital
Resources."   The Company has generated operating  and  net  losses
since  its  inception, and as early as the third  quarter  of  1997
began refocusing its business on marketing the DIRECTV product, de-
emphasizing  the growth of its single family unit ("SFU")  wireless
cable  business,  emphasizing the growth of its  multiple  dwelling
unit  ("MDU") wireless cable business and implementing  changes  to
its  business operations to reduce personnel and operating expenses
to   the  levels  needed  to  implement  these  refocused  business
objectives,  including  a  reduction of approximately  45%  in  the
number of employees as of the first quarter of 1998.

      In  March  1998,  the  Company retained  BT  Alex.  Brown  as
financial advisors to review its business operations, including its
immediate working capital needs.  With the assistance of  BT  Alex.
Brown  and  other  professionals, the Company  began  a  number  of
initiatives   to   improve  cash  flow  and  liquidity,   including
curtailing  or  delaying  its plans to  expand  into  Non-Operating
Markets,  instead concentrating on the maintenance of its  existing
39  Markets.  During January 1999, the Company also consolidated 10
field  offices  and further reduced its workforce by  approximately
20%.

      In  September 1998, the Company entered into a Senior Secured
Facility (the "Senior Secured Facility") with Merrill Lynch  Global
Allocation Fund, Inc. ("MLGAF") to fund ongoing operations.  As  of
February  11,  1999,  the  Company had borrowed  $13.5  million  in
aggregate principal amount under such facility.

      In January 1999 the Company began intensive negotiations with
several  of  the  largest  holders  (the  "Unofficial  Noteholders'
Committee")  of  the  $150 million aggregate  principal  amount  of
senior  notes due 2003 (the "1995 Senior Notes") and with the  1995
Senior Notes, the $239 million aggregate principal amount of senior
discount  notes (the "1996 Senior Discount Notes, and  collectively
with  the  1995  Senior  Notes, the "Old Senior  Notes")  regarding
restructuring  such  indebtedness through a prenegotiated  plan  of
reorganization.

      After extensive negotiations with the Unofficial Noteholders'
Committee  and other holders of the Old Senior Notes,  the  parties
reached  an agreement (the "Bondholders Agreement") on the material
terms  of a restructuring of the Company, and on February 11,  1999
the Company filed a voluntary case (the "Bankruptcy Case") with the
United  States Bankruptcy Court for the District of Delaware  ("the
Bankruptcy  Court")  under Chapter 11 of Title  11  of  the  United
States Code ("the Bankruptcy Code.")

      Events During the Chapter 11 Case.  Following commencement of
the  Bankruptcy  Case,  the Company has continued  to  operate  its
business  as  a  debtor  in  possession  with  the  protection  and
supervision  of the Bankruptcy Court. In addition, the Company  has
sought and received authority from the Bankruptcy Court to pay  the
prepetition amounts owed to trade creditors in the ordinary  course
of  its  business.   An  immediate effect  of  the  filing  of  the
Bankruptcy Case was the imposition of the automatic stay under  the
Bankruptcy  Code  which,  with  limited  exceptions,  enjoins   the
commencement or continuation of all litigation against the  Company
during pendency of the Bankruptcy Case.

      On  February 12, 1999, the Company entered into  a  financing
facility  with  MLGAF (the "Postpetition Financing") providing  the
Company  with  an  aggregate  principal  amount  of  financing   of
approximately  $18.9 million.  The Postpetition Financing  includes
(i)  $13.5  million, representing the outstanding principal  amount
under the Senior Secured Facility, (ii) accrued interest under  the
Senior  Secured Facility, (iii) a facility fee of $625,000  due  to
MLGAF  in connection with the Senior Secured Facility and  (iv)  $4
million   in  additional  financing  provided  by  MLGAF.   Amounts
outstanding under the Postpetition Financing bear interest  at  15%
per  annum,  and the Postpetition Financing will terminate  on  the
earliest to occur of (i) August 12, 1999 (the date which is the six-
month  anniversary of the date of the entry of an  interim  order),
(ii)  the  date the Postpetition Financing note has  become  or  is
declared to be immediately due and payable as a result of an  Event
of  Default (as defined in the Postpetition Financing),  (iii)  the
date  of the redemption of the Postpetition Financing note  by  the
Company or (iv) the effective date of the Plan (defined below) (the
"Effective Date").

      By  means  of the Postpetition Financing, the Company's  cash
needs  under its business plan are expected to be met through  mid-
May  1999.  During the pendency of its Chapter 11 case, the Company
and/or its subsidiaries expect (with such Bankruptcy Court approval
as  may be required) to sell certain assets which are not a part of
its  core  business or are no longer necessary to the operation  of
its  business  (the  "Planned  Asset Dispositions").   The  Company
anticipates  that  certain of these asset dispositions  will  occur
prior to mid-May 1999 and provide the Company with sufficient  cash
until the Effective Date.    The Company  does  not anticipate that
such sales will result in any losses.

      In  particular, the Company expects to sell a hard-wire cable
system  in  Huntsville, Alabama.  The terms of this sale  have  not
been  finalized, although the Company has entered into a letter  of
intent  with  a prospective purchaser of this asset.   The  Company
also  is actively seeking to sell certain transmission towers  used
by  the  Company to transmit its signals and will arrange with  any
proposed  purchaser to lease only the space that the Company  needs
on  these towers.  In addition, the Company will be seeking to sell
excess  inventory of customer premises equipment ("CPE"), including
reception  antennas and decoding boxes.  In addition, Wireless  One
of  North  Carolina, LLC ("WONC"), a limited liability company  50%
owned by the Company, will receive from a subsidiary of the Company
certain FCC licenses and assume certain debt obligations associated
therewith  and  the Company, through its subsidiary,  will  receive
cash of approximately $660,000.

      The Company expects to identify and seek to sell other assets
in certain markets during the Bankruptcy Case.  In that regard, the
Company  is  investigating whether to sell some or all of  its  50%
interest  in  WONC.  To the extent required by  the  terms  of  the
Postpetition  Financing, all or a portion of the  proceeds  of  the
Planned  Asset  Dispositions will be used to pay down  amounts  due
thereunder.

      Plan of Reorganization.  On March 15, 1999, the Company filed
a plan of reorganization under the Bankruptcy Code (the "Plan") and
a proposed disclosure statement (the "Disclosure Statement"), which
reflect  the terms of the Bondholders Agreement.  The Plan provides
that  creditor  claims,  other than certain  officer  and  director
indemnity claims and the claims of holders of the Old Senior Notes,
will  be unimpaired.  Pursuant to the Plan, on the Effective  Date,
the  Old  Senior  Notes and equity interests of  stockholders,  and
others,  such as option and warrant holders, will be cancelled  and
on the Effective Date or as soon as practicable thereafter, holders
of  common  stock  on a record date to be determined  (the  "Record
Date") will receive their ratable proportion of approximately 4% of
(i)  9,950,000  of  the 10,000,000 shares of common  stock  of  the
Company  (as  it is expected to be reorganized as of the  Effective
Date,   hereinafter  "Reorganized  Wireless")  to  be  issued   and
outstanding as of the Effective Date (the "New Common Stock"),  and
(ii)  the  New Warrants, which are 5-year warrants to  purchase  an
aggregate  of 1,235,000 shares of New Common Stock at  an  exercise
price  of  $29.57  per share, subject to adjustment  under  certain
circumstances.   All other equity interests will be  cancelled  and
the holders thereof will not receive any distribution.

      Accordingly,  under  the Plan holders of  common  stock  will
receive  one  share of New Common Stock for every 42.56  shares  of
common  stock held on the Record Date and a New Warrant to purchase
1  share of New Common Stock for every 13.72 shares of common stock
held on the Record Date.  No fractional shares will be issued.

      The  remaining approximately 96% of the New Common Stock will
be  distributed  to holders of Old Senior Notes (9,552,000  shares)
and  to BT Alex. Brown (50,000 shares).  The distributions proposed
to  be  made to BT Alex. Brown is the subject of a separate  motion
and will be subject to separate Bankruptcy Court approval.  Holders
of  1995 Senior Notes will receive 30.27 shares of New Common Stock
for  every $1000 principal amount of 1995 Senior Notes, and holders
of  1996  Senior Discount Notes will receive 20.94  shares  of  New
Common  Stock  for  every $1000 principal  amount  of  1996  Senior
Discount Notes.  Reorganized Wireless intends to grant registration
rights  to  holders of New Common Stock who may  be  deemed  to  be
statutory  underwriters as such term is used in section 1145(b)  of
the Bankruptcy Code and intends to enter into a registration rights
agreement  with  such  holders  containing  customary  registration
rights provisions.

      Holders of the New Common Stock will be entitled to one  vote
per  share  on  all  matters to be voted upon by the  stockholders.
Holders  of  a plurality of the shares voting for the  election  of
directors can elect all of the directors since the holders  of  the
New Common Stock will not have cumulative voting rights.

     The New Warrants will be exercisable until 5:00 p.m., New York
City time, on the date that is five years after the Effective Date.
The  New  Warrants will have no voting rights, will not be entitled
to  receive  dividends or other distributions declared on  the  New
Common Stock and will not be entitled to share in any of the assets
of  Reorganized  Wireless  upon  any  liquidation,  dissolution  or
winding-up of Reorganized Wireless.

      The  number  of shares of New Common Stock for  which  a  New
Warrant  will  be  exercisable and the exercise price  of  the  New
Warrants  will  be  subject to adjustment upon  the  occurrence  of
certain  events,  including (i) stock dividends,  subdivisions  and
combinations affecting the New Common Stock, (ii) reclassifications
and  recapitalizations  involving Reorganized  Wireless,  (iii)  if
Reorganized  Wireless  (A)  fixes a record  date  for  issuance  of
rights,  options  or warrants to all holders of  New  Common  Stock
entitling  them to subscribe for or purchase New Common Stock,  (B)
issues  shares  of  New Common Stock or (C) issues  any  securities
convertible  into  or exchangeable or exercisable  for  New  Common
Stock,  in the case of (A), (B), (C) above at a price per share  of
New  Common Stock less than the then current market price per share
of New Common Stock and (iv) if Reorganized Wireless fixes a record
date  for the making of a distribution to all holders of New Common
Stock  of  assets, debt securities, preferred stock  or  rights  or
warrants.  In the event of a merger or consolidation of Reorganized
Wireless with or into one or more persons or the transfer or  lease
of  all  or substantially all of the assets of Reorganized Wireless
to  another person (a "Transaction") in which New Common  Stock  is
exchanged  for  securities, cash or other assets or  a  combination
thereof  (collectively, "Transaction Consideration"), then the  New
Warrants  will automatically become exercisable for the Transaction
Consideration which the holder of the New Warrants would have owned
or  been  entitled to receive immediately after the Transaction  if
the holder had exercised the New Warrants before the effective date
of the Transaction.

      In  the  event  of a "change of control" (as defined  in  the
Warrant Agreement) of Reorganized Wireless within one year  of  the
Effective  Date,  the exercise price of the New  Warrants  will  be
reduced  to  $23.22  per  share of New  Common  Stock,  subject  to
adjustment as described above.

       Upon  the  Effective  Date,  Reorganized  Wireless  will  be
authorized  under the Plan to issue incentive options to management
of  Reorganized Wireless to purchase 444,000 shares of  New  Common
Stock  at  an exercise price of $13.51 pursuant to a newly  adopted
Stock  Option  Plan (the "New Stock Option Plan").  New  additional
incentive options to purchase 666,000 shares of New Common Stock at
a  yet-to-be-determined exercise price will also be  available  for
issuance to management pursuant to the New Stock Option Plan.

       Board  of  Directors  of  Reorganized  Wireless.   Upon  the
Effective  Date, the operation of Reorganized Wireless will  become
the  general responsibility of its Board of Directors, subject  to,
and  in  accordance with, its Restated Certificate of Incorporation
(the  "Charter") and by-laws.  The Charter and by-laws provide for,
among other things, removal of directors with or without cause,  by
the  affirmative vote of the holders of a majority  of  the  voting
power  of  the then outstanding voting capital stock of Reorganized
Wireless.   The initial Board of Directors of Reorganized  Wireless
will   consist  of  seven  members,  one  of  whom  will  be  Henry
Burkhalter,  the current President and Chief Executive  Officer  of
the  Company.   Subject to the immediately preceding sentence,  the
initial  members  and  the  manner of selection  of  the  Board  of
Directors  of Reorganized Wireless will in all respects be  subject
to  the approval of the Unofficial Noteholders' Committee and MLGAF
and will be disclosed on or prior to the hearing on confirmation of
the  Plan.  The directors of the Company immediately prior  to  the
Effective  Date will resign as of the Effective Date  and  will  be
replaced by the Board of Directors of Reorganized Wireless.

      Officers  of Reorganized Wireless.  The initial  officers  of
Reorganized Wireless are expected to remain the officers set  forth
in  Part III, Item 10 of this Form 10-K.  The selection of officers
of  Reorganized  Wireless  after the  Effective  Date  will  be  as
provided in its Charter and by-laws.

      No  Stockholder Action Required.  On the Effective Date,  the
Charter  will automatically become effective, and all other matters
provided  under  the  Plan  involving the  corporate  structure  of
Reorganized Wireless, or corporate action by it, will be deemed  to
have  occurred  and will be in effect from and after the  Effective
Date without any requirement of further action by the stockholders,
the directors of Reorganized Wireless or Reorganized Wireless.

      Alternative  Plan  of Reorganization.  By  a  letter  to  the
Company dated February 25, 1999 (the "Heartland Letter"), Heartland
Wireless   Communications,   Inc.  ("Heartland"),   a   holder   of
approximately  20%  of the common stock of the  Company,  requested
consideration  of  an  alternate plan  of  reorganization  for  the
Company.   The  principal  features of the  plan  proposed  in  the
Heartland  Letter are (i) the merger of the Company into Heartland,
(ii)  receipt  by holders of the Old Senior Notes  of  27%  of  the
common  stock  of the entity created by such merger  ("Newco")  and
(iii) receipt by the holders of the Company's common stock of 1.08%
of  the  common stock of Newco and five-year warrants  to  purchase
2.7% of the outstanding shares of Newco common stock at an exercise
price  that is consistent with the proposed exercise price  in  the
Plan (adjusted to reflect the merger of the Company and Heartland).
The  Company  has  considered the plan proposed  in  the  Heartland
Letter and believes that the Company's Plan is, on the whole,  more
favorable  to  the creditors and stockholders of the Company.   The
Company bases this conclusion in part upon its belief that the plan
proposed in the Heartland Letter ascribes less value to the Company
and  its  business,  relative to that value of  Heartland  and  its
business  set  forth  in  bankruptcy court filings  in  Heartland's
Chapter  11  case,  than  is  warranted based  upon  the  valuation
described in the Company's Plan.  Accordingly, management  believes
that  the  recoveries made available to creditors and  stockholders
under  the  plan  proposed in the Heartland Letter  would  be  less
favorable than those provided for in the Company's Plan.

      Approval of the Disclosure Statement and Confirmation of  the
Plan.   Prior  to  the  solicitation of  votes  on  the  Plan,  the
Bankruptcy   Court  must  approve  the  Disclosure   Statement   as
containing adequate information of a kind and in sufficient  detail
to   enable  hypothetical,  reasonable  investors  typical  of  the
Company's creditors and equity interest holders to make an informed
judgment  whether to accept or reject the Plan.   Approval  of  the
Disclosure  Statement does not, however, constitute a determination
by  the Bankruptcy Court as to the fairness or merits of the  Plan.
The  hearing  regarding  approval of the  Disclosure  Statement  is
currently scheduled for May 25, 1999.

     If the Bankruptcy Court approves the Disclosure Statement, the
Company  will  solicit  votes  from certain  creditors  and  equity
security  holders.  After such solicitation, the  Bankruptcy  Court
would   then   hold  a  confirmation  hearing  (the   "Confirmation
Hearing").  At the Confirmation Hearing, the Bankruptcy Court  will
confirm the Plan only if all of the requirements of section 1129 of
the   Bankruptcy   Code  are  met.   Among  the  requirements   for
confirmation  of  a plan are that the plan is (i) accepted  by  all
impaired classes of claims and equity interests or, if rejected  by
an  impaired class, that the plan "does not discriminate  unfairly"
and  is  "fair  and equitable" as to such class, (ii) feasible  and
(iii)  in the "best interests" of creditors and stockholders  which
are  impaired  under the plan.  As of the date of  this  filing,  a
Confirmation  Hearing has not yet been scheduled by the  Bankruptcy
Court.   There  can be no assurance, however, that  the  Bankruptcy
Court will approve the Disclosure Statement or confirm the Plan  or
that  the  Disclosure Statement and the Plan will not  be  modified
prior to approval or confirmation.

      The  Disclosure  Statement  has  not  been  approved  by  the
Bankruptcy Court for use in the solicitation of acceptances of  the
Plan  disclosed pursuant to Section 1125(b) of the Bankruptcy Code.
Accordingly,  the  incorporation by  reference  of  the  Disclosure
Statement  and  any deemed dissemination herewith is not  intended,
nor  should it be construed, as such a solicitation, nor should the
information contained therein be relied upon for any purpose  prior
to  a  determination  by the Bankruptcy Court that  the  Disclosure
Statement  contains  adequate information.   Dissemination  of  the
Disclosure Statement is controlled by Bankruptcy Rule 3017.

Business Strategy

      While  the  Company is continuing its business as a  wireless
cable operator and will continue to exploit its DIRECTV agreements,
the  Company's primary long-term business strategy is to expand the
use  of  its spectrum through the delivery of BWA services such  as
two-way  high-speed  Internet  access,  data  transmission  and  IP
telephony  services.  Currently, most Company revenues are  derived
from  the sale of subscription-based television programming to  SFU
and MDU customers.  Reorganized Wireless will continue to shift its
overall  sales and marketing focus to its DIRECTV and BWA  products
and the focus of its subscription video products to emphasize sales
to  MDU customers and away from its traditional SFU wireless  cable
market.  This change is motivated by the lower operating costs  and
capital  expenditures per subscriber associated  with  DIRECTV  and
MDUs.   The  Company currently has operating systems in  place  for
this  business in 39 Markets.  The Company does not currently  plan
to  build out any new markets for delivery of wireless cable  video
services (although it may sell DIRECTV service in areas outside its
currently  serviced markets).  The Company intends  to  launch  its
WarpOneSM product in an additional 18 markets through 2002,  14  of
which  currently  have  video operations.  The  Company  holds  FCC
licenses  that  cover 28 Non-Operating Markets,  24  of  which  the
Company  is evaluating to determine whether return on these  assets
can  be  maximized  either by using them to deliver  its  WarpOneSM
product or by a sale of some or all of its license rights for these
Markets.

      The  business  plan  of  Wireless  assumes  that  Reorganized
Wireless  will  require  one  or more  substantial  investments  to
finance  its  projected  subscriber  growth  and  the  launch   and
development  of  its BWA products after emergence from  bankruptcy.
Reorganized Wireless may finance projected capital expenditures and
operating  expenses  for system development in  whole  or  in  part
through  debt  or  equity financing, secured  or  unsecured  credit
facilities, joint ventures, sale of non-strategic assets  or  other
arrangements.  There can be no assurance that Reorganized  Wireless
will  be able to access this additional capital in a timely  manner
or on satisfactory terms and conditions.

Wireless Cable and DIRECTV Business

      Like  a traditional hard-wire cable system, a wireless  cable
system receives programming at a headend.  Unlike traditional hard-
wire   cable   systems,   however,  wireless   systems   retransmit
programming  by microwave transmitters from antennae located  on  a
tower  or  building to a small receiving antenna  located  at  each
subscriber's premises.  At the subscriber's location,  the  signals
are  descrambled, converted to frequencies that can be viewed on  a
television  set  and relayed to a subscriber's  television  set  by
coaxial cable. Because the microwave frequencies used will not pass
through  trees,  hills,  buildings or other obstructions,  wireless
cable  systems require an unobstructed LOS from the  headend  to  a
subscriber's receiving antenna.  Because wireless cable systems  do
not  require  an extensive network of coaxial cable and amplifiers,
wireless  cable operators can provide subscribers with  a  reliable
signal  having  few  transmission  disruptions,  resulting   in   a
television   signal  of  a  quality  comparable  or   superior   to
traditional  hard-wire cable systems, and at a significantly  lower
capital cost per installed subscriber.

     The  Company also offers DIRECTV's 185 channel DBS service  to
the  subscribers of the Company.  The Company is thus able to offer
its  subscribers  both its traditional wireless cable  product  and
enhanced packages that offer DirectTV's DBS programming.  Under the
terms   of   its  agreement  with  DIRECTV,  the  Company  receives
activation  fees  and  marketing  incentives  and  also  shares  in
subscriber  revenues.  DIRECTV also bears a portion  of  the  costs
associated with installing the service in a subscriber's residence.
The   DIRECTV  product  requires  fewer  repairs,  as  the  DIRECTV
satellites and reception equipment are less susceptible to  weather
conditions than the Company's transmission and reception equipment,
thus  resulting in further cost savings.  In addition, a "transport
agreement"  with  DIRECTV permits the Company to  enhance  its  MDS
channel  line-up in apartment and condominium complexes.   Pursuant
to  this  agreement,  DIRECTV programming not carried  on  the  MDS
service  may  be distributed throughout such complexes without  the
need  for  DIRECTV  equipment  in  individual  living  units,  thus
facilitating  an  expanded channel line-up and  additional  premium
services.

      The  Company's  wireless  cable  business  has  traditionally
targeted  SFUs  and  MDUs  such  as apartments,  colleges,  hotels,
hospitals   and   nursing  homes,  that  can  be  served   by   LOS
transmissions and that are unpassed by traditional hard-wire cable.
The  Company's 78 wireless cable markets (including 13  held  by  a
limited  liability company of which the Company owns 50%)  and  two
WarpOneSM-only   markets   are   located   in   Texas,   Louisiana,
Mississippi, Tennessee, Kentucky, Alabama, Georgia, Arkansas, North
Carolina, South Carolina and Florida.

      At  December  31,  1998, the Company's  Markets  included  39
markets  in  which the Company has systems in operation ("Operating
Systems"), of which two are WarpOneSM only markets ("WarpOneSM-only
Markets"),  and  28  markets  without  existing  operations  ("Non-
Operating  Markets"  and together with the Operating  Systems,  the
"Markets")  in  which the Company has aggregated either  sufficient
wireless  cable  channel  rights  to  commence  construction  of  a
wireless  cable  or  WarpOneSM focused system  or  leases  with  or
options  from  applicants  for channel licenses  that  the  Company
expects to be granted by the FCC.  In addition, the Company owns  a
50%  interest  in  a limited liability company that  holds  channel
rights to serve 13 markets in North Carolina, all of which are Non-
Operating  Markets.   See "-Markets," below.  As  of  December  31,
1998,  the  Company  had approximately 105,000 subscribers  to  its
wireless  cable  and  DBS services, of which approximately  101,000
were wireless cable and 3,700 were DBS subscribers.

WarpOneSM Business

      WarpOneSM, the Company's two-way, high-speed Internet  access
and  data  transmission  product, was the  first  such  product  to
utilize  the  relatively unregulated (see "-Wireless  Channels  and
Channel Licensing -- Licensing Procedures") WCS radio spectrum  (as
opposed  to  the use of telephone wires or fiber optic cables)  for
high-speed,  wireless "upstream" transmissions (i.e., transmissions
sent  by  the  subscriber).  During  1996  and  1997,  the  Company
conducted research and engineering relative to utilization  of  the
WCS  radio  spectrum for "upstream" transmissions. As a result,  in
1997,  the  Company acquired, in conjunction with  another  entity,
exclusive  rights  to WCS spectrum licenses covering  approximately
11,000,000 households in the southeastern United States.  Thus,  in
addition to being capable of delivering data "downstream" at speeds
up  to  10,000  Kbps,  WarpOneSM is capable  of  transmitting  data
upstream  at speeds up to 1,500 Kbps.  For comparison, conventional
(telephonic) Internet access products deliver data at up to 56 Kbps
(both upstream and downstream) and wired high-speed Internet access
providers  generally  operate at speeds  up  to  1,500  Kbps  (both
upstream and downstream).

      In  1998  the  Company  introduced  Warp  OneSM  in  Jackson,
Mississippi, Baton Rouge, Louisiana, and Memphis, Tennessee as test
markets.   The Company initially offered the WarpOneSM  product  to
small and medium sized businesses that are currently not served  by
other   high-speed Internet access and data transmission  services.
The   Company   believes,  however,  that   home   offices,   large
corporations, educational institutions and its traditional wireless
cable  customers  may also represent significant  markets  for  the
WarpOneSM  product.  In late 1998, the Company  also  introduced  a
wholesale BWA service which allows customers of ISPs to utilize the
Company's two-way high-speed Internet access.

Wireless Channels and Channel Licensing

      Available Channels -  The FCC licenses and regulates the  use
of  MDS  and ITFS channels to transmit video programming and  other
services.  In 50 large markets in the U.S., 33 6 MHz MDS  and  ITFS
channels  are  available (in addition to any local off-air  VHF/UHF
broadcast  channels that are not retransmitted over wireless  cable
channels).   In  each other market, 32 6 MHz MDS and ITFS  channels
are  available (in addition to any local off-air VHF/UHF  broadcast
channels  that are not retransmitted over wireless cable channels).
The  actual number of MDS and ITFS channels available for licensing
in  any  market is determined by the FCC's interference  protection
and  channel allocation rules. Because the Company utilizes  analog
modulation for its video transmissions, it provides subscribers one
video  programming service for each MDS and ITFS  channel  actually
available   to  the  Company  in  a  market.   Except  in   limited
circumstances,  20  of these channels in each geographic  area  are
allocated  to  the  ITFS  and are generally licensed  to  qualified
educational  organizations who lease capacity to the Company.   The
remaining channels are allocated to the MDS and can be licensed  to
the  Company or to other commercial entities who lease capacity  to
the  Company.   The entire channel capacity of an  MDS  channel  is
available  for  commercial use.  However,  an  ITFS  licensee  must
transmit an average of at least 20 hours per week of educational or
instructional  programming  for each  channel  it  is  licensed  to
operate.  This minimum programming requirement may be satisfied  by
such  programming as the Discovery Channel, PBS and C-SPAN  or,  in
the   case  of  ITFS  channels  used  to  transmit  using   digital
modulation,  by Internet access.  The remaining air  time  on  each
ITFS  channel may be leased for commercial use, although  generally
(i)  the  licensee of an ITFS channel using analog modulation  must
preserve the right to recapture an additional 20 hours of air  time
per  channel per week for educational or instructional programming,
and  (ii)  the licensee of an ITFS channel using digital modulation
may  not lease more than 95% of the capacity of its channels.   The
Company generally has the right to transmit to its customers at  no
incremental  cost  the  educational  programming  provided  by  the
lessors of its ITFS channels.  Under certain circumstances, the FCC
permits  an  ITFS licensee to satisfy its programming  requirements
utilizing channels in markets other than its own, allowing the ITFS
licensee  to  provide  the full capacity of ITFS  channels  to  the
Company.  The FCC's ITFS programming and capacity reservation rules
were  substantially liberalized in September 1998,  and  there  are
currently  several petitions for reconsideration of the  new  rules
pending before the FCC.  The Company cannot predict whether the FCC
will  make  any further changes to those rules.  The FCC  does  not
impose  any restrictions on the terms of MDS channel leases,  other
than  the requirement that the licensee maintain effective  control
of  its  MDS  station.  A similar FCC effective control requirement
applies  to  ITFS  licensees.  In addition,  ITFS  excess  capacity
leases  cannot  exceed a term of 15 years.  The  remaining  initial
terms  of most of these leases are approximately five to ten years.
The  Company's ITFS leases generally grant the Company a  right  of
first  refusal to match any new lease offer after the  end  of  the
lease  term and require the parties to negotiate in good  faith  to
renew the lease.

      In 1997, the FCC allocated 30 MHz of spectrum for the WCS and
awarded two 10 MHz licenses and two 5 MHz licenses per market area.
That  spectrum  may  be  used to provide any fixed,  mobile,  radio
location or broadcast-satellite use.  Although the WCS spectrum has
been  channelized by the FCC in a way that makes it more  difficult
to  use for analog video than MDS and ITFS channels, the Company is
using  WCS  for its WarpOneSM product in its Baton Rouge, Louisiana
and Memphis, Tennessee Markets.

     Licensing Procedures  - MDS, ITFS and WCS services are subject
to  regulation  by  the FCC pursuant to the Communications  Act  of
1934,  and  amended (the "Communications Act").  The Communications
Act  authorizes  the  FCC, among other things,  to  issue,  revoke,
modify  and  renew licenses, approve the assignment or transfer  of
control of such licenses, impose restriction on the use of spectrum
and regulate the configuration and operation of the facilities used
by licensees.  The FCC awards MDS, ITFS and WCS licenses based upon
applications   demonstrating  that  the   applicant   is   legally,
technically  and financially qualified to hold the  license.   Each
MDS  and  ITFS facility utilized to transmit to subscribers  or  to
receive   transmissions  from  subscribers  must  be   individually
licensed  on demonstration or, in some cases a certification,  that
the  proposed facility will comply with the FCC's rules,  including
its  interference  protection rules.  In addition,   MDS  and  ITFS
licensees must comply with rules prohibiting operations that result
in  impermissible interference.  A WCS license generally authorizes
the  holder to construct and operate whatever facilities it desires
within its authorized service area without specific FCC approval of
those  facilities,  subject to compliance  with  rules  prohibiting
operations that result in impermissible interference.

     In 1996, the FCC adopted a competitive bidding mechanism under
which  initial MDS licenses for 493 designated basic trading  areas
("BTAs")  were  auctioned to the highest bidder.   Auction  winners
obtained the exclusive right to apply for new MDS facilities within
a  BTA,  subject  to  compliance with FCC interference  protection,
construction  and  other rules.  The BTA auction was  concluded  on
March  28,  1996, and the Company was the high bidder for  its  BTA
Markets.  Applications for new MDS stations may  be  filed  by  BTA
auction winners at any time, and applications for modifications  to
licensed MDS facilities generally may be filed at any time.

      The  FCC  only accepts applications for new ITFS stations  in
designated  "filing  windows," the most  recent  of  which  was  in
October  1995.  Where two or more applications submitted  during  a
given  filing  window propose new facilities that are predicted  to
either  cause  impermissible interference one to the other,  or  to
suffer  impermissible  interference  one  from  the  other,   those
applications  are  considered  to be "mutually  exclusive."   Until
1998,  the FCC chose from among mutually exclusive applications  by
utilizing   comparative  criteria  that  resulted  in  a   somewhat
predictable  selection  process,  depending  upon  the   particular
factual circumstances.  However, the FCC in 1998 amended its  rules
to  require  the  use  of auctions to select from  among  competing
applicants.   Efforts are currently underway to further  amend  the
Communications Act to eliminate the use of auctions to select  from
among  mutually exclusive ITFS applications.  However, the  Company
is  unable  to predict whether those efforts will prove  successful
and,  if so, what system the FCC will then use to select from among
mutually exclusive ITFS applicants.

      On  September  17, 1998, the FCC issued a  Report  and  Order
adopting  a  broad range of new rules designed to provide  MDS  and
ITFS  licensees greater technical flexibility in the use  of  their
spectrum.   Among other things, the new rules promote  the  routine
licensing  of  MDS and ITFS facilities for use in the provision  of
fixed, digital two-way communications services and allow the use of
new  digital  modulation techniques that may allow  more  efficient
provision  of  data transmission and Internet access  service.   In
addition, the Report and Order introduced a streamlined application
processing   system   designed  to   expedite   the   issuance   of
authorizations for transmissions from subscribers to operators  and
for  booster stations by altering the interference protection rules
to  eliminate the potential for mutually exclusive applications and
by  reducing  FCC  review of applications.  The FCC  currently  has
before  it  proposals  filed  by, among  others,  an  industry-wide
coalition  that includes the Company, to extend the new streamlined
application  processing system to all applications proposing  major
modifications  to  ITFS facilities.  At present, such  applications
can only be submitted during designated filing windows (the last of
which  occurred  in  December  1996),  and  have  been  subject  to
significant  delays in FCC processing.  The Report and  Order  also
adopted  a  variety of rules intended to reduce the  potential  for
interference from facilities licensed under the streamlined  system
and  to eliminate any interference that does occur.  This industry-
wide  coalition has sought modification of certain of  those  rules
because  they may slow installation of two-way, high speed Internet
access  services such as WarpOneSM at certain subscriber locations.
In  addition, petitions seeking reconsideration of other aspects of
the  Report  and  Order  have  been filed.   Although  the  Company
believes  that  the  FCC  will  generally  retain  the  flexibility
afforded  MDS and ITFS licensees in the use of their spectrum,  the
Company  is  unable  to  predict how the FCC  will  rule  upon  the
proposals before it.  The Company believes that the reconsideration
phase of the proceeding will be completed by summer 1999, and  that
the FCC will begin accepting applications under the new streamlined
system  later  in 1999, although there can be no assurance  against
further delays.

      In  1997, the FCC conducted an auction to award WCS licenses.
There  were  initially four WCS spectrum blocks available  in  each
area,  two of 10 MHz and two of 5 MHz bandwidth.  Each WCS licensee
holds  the  exclusive right to construct and  operate  on  its  WCS
channel,  subject  to compliance with FCC interference  protection,
construction and other rules.  The FCC permits WCS license  holders
to  transfer, partition and disaggregate licenses, subject to prior
FCC consent.  Prior to the commencement of the auction, the Company
entered  into  an  agreement with BellSouth  Wireless  Cable,  Inc.
("BellSouth")  pursuant  to  which BellSouth  secured  certain  WCS
licenses and agreed to partition, disaggregate or assign certain of
those   licenses   to  the  Company  in  exchange   for   financial
consideration that has been paid by the Company.  Applications  are
currently  pending before the FCC for consent to transactions  that
will  result in the Company holding WCS channel rights  in  all  or
part  of  nine Major Economic Areas, which generally represent  the
Company's  wireless spectrum "footprint," except  for  its  western
Louisiana and Texas Markets.  In the interim, the Company  has  the
right  to  lease  those channel rights from BellSouth  for  nominal
fees.

      Construction  of  ITFS stations generally must  be  completed
within  18 months following the date authorization to construct  is
granted.  Construction of MDS stations licensed pursuant to initial
applications  filed before the implementation of  the  BTA  Auction
rules generally was required within 12 months.  If construction  of
MDS  or  ITFS  stations  is  not completed  within  the  authorized
construction period, the licensee must file an application with the
FCC seeking additional time to construct the station, demonstrating
compliance   with   certain  FCC  standards.   If   the   extension
application  is  not filed or is not granted, the license  will  be
deemed  forfeited. The construction requirements applicable to  MDS
stations  licensed  pursuant to the BTA  Auction  and  to  WCS  are
substantially  different.   The MDS and  BTA  licensee  must  build
stations covering two-thirds of the area within its control in  the
BTA  within five years of the BTA authorization.  If the BTA holder
fails to meet its build-out requirement, the FCC will partition the
unserved area using county lines and make it available through  re-
auction.  The original BTA authorization holder is not eligible  to
participate in the re-auction. WCS licensees have been afforded the
most  liberal "build-out" requirements adopted by the FCC to  date.
A  WCS  licensee  is subject to no construction requirements  other
than the requirement to construct sufficient facilities within  its
initial ten-year license term to provide "substantial service."  If
a  WCS licensee fails to satisfy this requirement, the license will
be  forfeited  and the FCC will conduct a re-auction in  which  the
initial  WCS  licensee will not be eligible  to  participate.   FCC
rules  prohibit  the  sale for profit of a  conditional  commercial
license  or  of  a controlling interest in the conditional  license
holder  prior  to  construction  of  the  station  or,  in  certain
instances,  prior  to  the completion of  one  year  of  operation.
However,  the  FCC does permit the leasing of 100% of a  commercial
license holder's spectrum capacity to a wireless cable operator and
the  granting  of options to purchase a controlling interest  in  a
license  even before such holding period has lapsed.   However,  an
MDS  BTA or WCS authorization may be assigned, and control over the
licensee of such an authorization may be transferred, at any  time,
subject  to:  (i)  FCC consent; (ii) in the  case  of  an  MDS  BTA
authorization, the payment of any outstanding debt to  the  FCC  if
the new licensee or controlling entity is not a "designated entity"
eligible to participate in the FCC's installment financing program;
and  (iii)  the  payment  of certain unjust  enrichment  penalties,
depending   upon  when  the  assignment  or  transfer   occurs   in
relationship to the issuance of the authorizations.

      Licenses for individual MDS stations authorized prior to  the
BTA  auction  expire on May 1, 2001.  A BTA authorization  and  all
licenses  for individual stations authorized pursuant to  that  BTA
authorization expire on March 28, 2006.  WCS and ITFS licenses  are
issued  for  a  term of ten years from grant.  Last  year  the  FCC
amended its rules so that at the time ITFS licenses are renewed  or
at  such  time as new ITFS licenses are issued, their term will  be
fifteen  years.  This rule does not affect the expiration  date  of
any ITFS license that was issued prior to the effective date of the
new  rule.  Applications for renewal must be filed within a certain
period  prior  to expiration of the license term, and petitions  to
deny  applications for renewal may be filed during certain  periods
following the filing of such applications.  Licenses are subject to
revocation or cancellation for violation of the Communications  Act
or  the  FCC's rules and policies.  Conviction of certain  criminal
offenses  may  also render a licensee or applicant  unqualified  to
obtain  renewal  of a license. The Company's lease agreements  with
license  holders  typically require the  license  holders,  at  the
Company's  expense, to use their best efforts, in cooperation  with
the  Company,  to  make various required filings with  the  FCC  in
connection  with  the  maintenance and renewal  of  licenses.   The
Company  believes  that such a requirement reduces  the  likelihood
that  a  license would be revoked, canceled or not renewed  by  the
FCC.

Wireless Cable Programming

      General - Currently, with the exception of the retransmission
of   VHF/UHF  broadcast  signals,  the  Company's  wireless   video
programming  is  made available in accordance with  contracts  with
program  suppliers under which the Company generally pays a royalty
based  on  the  number of customers receiving service  each  month.
Individual  program  pricing  varies  from  supplier  to  supplier;
however,  more  favorable  pricing  for  programming  is  generally
afforded  to operators with larger customer bases.  The  likelihood
that  program material will be unavailable to the Company  for  its
wireless  video  business has been significantly mitigated  by  the
Cable  Television Consumer Protection and Competition Act  of  1992
(the   "1992  Cable  Act")  and  various  FCC  regulations   issued
thereunder  which, among other things, impose limits  on  exclusive
programming contracts and prohibit any cable programmer, in which a
cable   operator  has  an  attributable  interest  (a   "vertically
integrated  cable  operator")  from  discriminating  against  cable
competitors with respect to the price, terms and conditions of  the
sale  of  programming.   The  Company  historically  has  not   had
difficulty  in arranging satisfactory contracts for wireless  video
programming,  believes  that  it will  have  access  to  sufficient
programming  to  enable it to provide full channel lineups  in  its
Markets for the foreseeable future, and is not dependent on any one
programming distributor for its programming.

     The basic programming package offered to SFU households in the
Company's  Operating Systems is comparable to that offered  by  the
local  hard-wire  cable operators with respect to the  most  widely
watched  channels.  However, local hard-wire cable  operators  may,
because  of  their greater channel capacity, currently  offer  more
basic,  enhanced  basic, premium, pay-per-view  and  public  access
channels  than  the  Company.  Certain  hard-wire  cable  companies
competing in the Company's Markets currently offer a greater number
of  channels to their customers, compared to the 20 to 31  wireless
cable channels offered by the Company to its SFU customers.

      Copyright   -   Under the federal copyright laws,  permission
from  the copyright holder generally must be secured before a video
program  subject  to  such copyright may be  retransmitted.   Under
Section   111  of  the  Copyright  Act,  certain  "cable  systems,"
including wireless cable operators, are entitled to engage  in  the
secondary  transmission of broadcast programming without the  prior
permission of the copyright holders, provided the cable system  has
secured  a compulsory copyright license for such programming.   The
Company  relies on Section 111 to retransmit two superstations  and
five local off-air broadcast signals.

      Retransmission Consent  - Wireless cable and hard-wire  cable
operators   seeking  to  retransmit  certain  commercial  broadcast
signals  must first obtain the permission of the broadcast station.
The   FCC   has   exempted  wireless  cable  operators   from   the
retransmission consent rules, if the broadcast signal  is  received
at  the  subscriber's premises by a VHF/UHF antenna that is  either
owned  by  the  subscriber or within the subscriber's  control  and
available  for  purchase by the subscriber upon the termination  of
service.  In all other cases, wireless cable operators must  obtain
consent  to  provide  local  broadcast signals.   The  Company  has
obtained such consents with respect to the Operating Systems  where
it is retransmitting local VHF/UHF channels.  Although there can be
no assurances that the requisite broadcaster consents will continue
in effect, the Company believes that such consents will continue in
effect indefinitely for little or no additional cost.

Wireless Cable Operations

      Installation   -   When a potential SFU  subscriber  requests
service,  a  signal  reception survey  is  made  at  the  potential
subscriber's  premises  to determine whether  LOS  transmission  is
possible.  The potential SFU subscriber is informed on the  day  of
the  survey  whether  service can be provided at  the  subscriber's
location.    If  service  can  be  provided,  an  installation   is
scheduled.   The  Company provides three SFU installation  options.
The  first  and  primary  installation method  features  a  rooftop
antenna  mount.  The second option involves placing the antenna  in
the  upper part of a tree on the subscriber's premises, if  such  a
tree  is available.  The Company is taking action to greatly reduce
the number of tree installations due to the relatively high service
costs associated with such installations.  The third and least used
option  is  to place a "free standing" mast on the ground supported
with  guy wires.  Each of the installation methods includes running
a  coaxial  cable  to the subscribers dwelling  and  grounding  the
receiving  antenna  in accordance with national  electrical  codes.
The  installation  process  is completed,  and  service  commences,
within  approximately  ten days of the potential  SFU  subscriber's
initial request for service.

     Generally, service to MDU properties is a competitive process,
whereby  the  winning  provider enters  into  a  multi-year  access
contract  with the property owner.  Terms of the contract  vary  by
property  based  on  such factors as the channel capacity  offered,
cost  and  complexity of the installation and  the  length  of  the
contract.   To  provide  the combined wireless  video  and  DIRECTV
digital  programming to individual units in an MDU  property,  each
installation consists of a "mini-headend," an extensive network  of
coaxial  cable,  individual  unit reception  equipment,  and  other
related equipment.

      Billing   -  The Company believes that its billing procedures
help minimize churn.  Subscribers are billed on a monthly basis for
30  day's  service with payment due within fifteen days of billing.
The  Company encourages delinquent accounts to pay by disconnecting
premium  channels  and additional outlets after a  period  of  non-
payment.   The  Company also uses a customer retention  program  to
encourage   delinquent  accounts  to  pay  and  continue  receiving
service.   However, if an account becomes 45-90 days past due,  all
service is disconnected and the Company's collection team initiates
the  collection  process.   After the canceled  customer's  account
becomes  60-90  days past due, a collection call  is  made  to  the
canceled subscriber.  If no payment is made, the account is written
off  the Company's books and turned over to a third party collector
after approximately 105 days.

      Generally,  residential  MDU subscribers  (i.e.,  apartments,
nursing homes and colleges) are individually billed monthly by  the
Company  for  programming offered.  Hospitality-based MDU's  (i.e.,
hotel, motel and hospital subscribers) are bulk-billed (i.e.,  paid
by  the property owner and included in the rental rate paid by  the
tenant)  on  a  monthly  basis  for  a  pre-determined  programming
selection.

      Marketing  Activity    -  The Company's marketing  plans  are
designed to manage subscriber growth and to ensure that the quality
of  installations and customer service remains high.   The  Company
prioritizes  sales areas of each market according to  the  relative
strength of any traditional hard-wire competitors, the existence of
terrain  or  obstructions that would impede LOS transmissions,  and
the  economic  demographics  of the area.   Utilizing  such  market
analysis,  separate  marketing teams  focus  on  adding  commercial
subscribers  (such  as  restaurants,  business  offices  and   auto
dealers) and MDU properties (such as apartments, colleges,  hotels,
motels, hospitals and nursing homes).  To maintain its existing SFU
subscriber  base,  the Company's marketing staff  also  develops  a
targeted  SFU  marketing plan focused on unpassed  SFU  homes,  LOS
transmission  coverage and other demographic considerations.   This
plan typically includes direct mailings and telemarketing follow-up
calls.

     The Company markets its wireless video service by highlighting
four  major competitive advantages over traditional hard-wire cable
services  and other subscription television alternatives:  customer
service, picture quality and reliability, programming features  and
price.  The ability to deliver local programming to its MDU and SFU
customers  is a major advantage over the direct broadcast satellite
technology.   Utilizing the enhanced programming available  through
its  DIRECTV  product, the Company believes it  has  a  competitive
advantage over traditional hard-wire cable services providers  with
MDU properties.

      Customer Service  -  The Company has established the goal  of
maintaining  high levels of customer satisfaction.  In  furtherance
of  that  goal, the Company emphasizes responsive customer  service
and   convenient   installation  scheduling.    The   Company   has
established customer retention and referral programs in  an  effort
to  retain and attract new subscribers and build loyalty  among  it
customers.

     Picture Quality and Reliability  -  Wireless cable subscribers
enjoy  highly reliable picture quality because there  is  no  Cable
Plant between the headend and the subscriber's location, as in  the
case  of  traditional hard-wire cable.  Within the signal range  of
the   Operating  Systems,  the picture  quality  of  the  Company's
service  is  generally  equal to or better than  that  received  by
traditional  hard-wire cable subscribers because,  absent  any  LOS
obstruction,  there  is  less opportunity  for  signal  degradation
between the Company's headend and the subscriber.

     Programming Features  -  In each of the  Operating Systems and
Non-Operating  Markets, the Company believes that it has  assembled
sufficient channel rights and programming agreements, including the
DIRECTV Agreement, to provide programming packages competitive with
those   offered   by   traditional   hard-wire   cable   operators.
Additionally,  the  Company uses reception  equipment  which  (when
channel  availability  is  sufficient)  enables  it  to  offer  SFU
subscribers pay-per-view programming and addressability.

     Price  -  The Company offers its subscribers multiple wireless
video  packages  at  prices  comparable  with  those  of  hard-wire
competitors.     Prices  for  DIRECTV  programming   packages   are
determined  by  DIRECTV,  pursuant to the DIRECTV  Agreement.   The
Company offers its SFU subscribers a programming package consisting
of  basic  service, pay-per-view access and premium packages.   The
Company  can offer a price to its SFU subscribers for basic service
that  is  typically  comparable with prices for the  same  services
offered  by traditional rural hard-wire cable operators because  of
the Company's lower operating costs.

Markets

      The  following tables provide selected information  regarding
the Company's Markets as of December 31, 1998.

                                                              
                              Estimated         
                              Total                 SFU/MDU
                              Households(1)         Subscribers
                              ----------            -----------
Video Operating Systems:                                 
Lafayette, LA                  180,300                3,193
Lake Charles, LA               111,600                4,139
Wharton, TX                    102,300                1,786
Bryan/College Station, TX      102,700                3,496
Pensacola, FL                  217,400                2,300
Panama City, FL                108,300                2,290
Milano, TX                      40,900                1,543
Monroe, LA                     114,100                2,916
Tullahoma, TN                  109,600                3,676
Bunkie, LA                      94,700                2,677
Brenham, TX                     39,500                2,277
Gainesville, FL                138,700                7,025
Jeffersonville, GA             189,300                2,025
Bucks, AL                      150,800                1,090
Fort Walton Beach, FL           64,200                  411
Dothan, AL                     100,500                2,371
Delta, MS                      100,800                4,791
Demopolis, AL                   17,500                1,057
Gulf Coast, MS(2)              132,300                5,649
Houma, LA                       81,700                1,035
Jackson, MS                    211,500               15,163
Natchez, MS                     76,500                4,217
Oxford, MS                      60,100                4,825
Alexandria, LA                  31,700                2,082
Huntsville, AL(3)              196,800                3,770
Lawrenceburg, TN(3)             76,400                1,002
Albany, GA                      92,900                1,457
Meridian, MS                    73,300                2,571
Florence, AL                    62,000                1,845
Tupelo, MS                     130,900                2,795
Charing, GA                     41,100                1,226
Starkville, MS                  84,100                2,316
Tuscaloosa, AL                  87,100                  785
Tallahassee, FL                129,800                1,171
Freeport, TX                   192,700                   33
Hattiesburg, MS                121,400                  146
Gadsden, AL                    198,100                   38
                              --------              -------
Totals                       4,063,600              101,189
Total DBS Subscribers                                 3,696
                                                    -------
Total Wireless and DBS                                    
  Subscribers                                       104,885
                                                    =======            
                                                         
                                 Estimated
                                   Total        
                               Households(1) 
                               ------------                  
Data-only Operating Systems:                             
Baton Rouge, LA                261,700       
Memphis, TN                    433,200       
                               -------
Totals                         694,900
                               =======                          


                               Estimated    
                                 Total      
                             Households(1)  
                             -----------                  
Non-Operating Markets:                               
Ocala, FL                     275,500
Chattanooga, TN               276,100
Huntsville, TX                 89,000
Flippin, TN                    56,700
Bankston, AL                   64,800
Montgomery, AL                149,200
Selma, AL                      35,700
Groveland, GA(4)              172,800
Hoggards Mill, GA              22,600
Matthews, GA                  193,600
Tarboro, GA                    81,500
Valdosta, GA                  103,200
Marianna, FL                   56,700
Auburn, AL                     62,200
Birmingham, AL                308,400
Mobile, AL(5)                  66,100
Six Mile, AL                   32,600      
Woodville, AL                  29,700      
Pine Bluff, AR(6)              86,300      
Columbus, GA                  160,100      
Vidalia, GA                    50,800      
Bowling Green, KY(7)          126,900      
Hussier, LA                   267,400      
Leesville, LA                  43,500      
Natchitoches, LA(8)            30,600      
Ruston, LA                     44,700      
Tallulah, LA                   19,500      
Moorehead City, NC             82,700      
                            ---------    
Totals                      2,988,000
                            =========
                                            

                               Estimated 
                                 Total   
                             Households(1)
                                 (10)     
                            -------------
Wireless One of North
Carolina Markets(9):
Asheville, NC                 246,700     
Fayetteville, NC              245,300     
Greenville, NC                 99,200     
Hickory, NC                   376,800     
Jacksonville, NC              136,700     
Rocky Mount, NC               199,100     
Roanoke Rapids, NC             44,700     
Wilmington, NC                136,900     
Rockingham, NC                 93,200     
Elizabeth City, NC             63,800     
Raleigh, NC                   217,800     
Winston-Salem, NC             546,400     
Charlotte, NC                 577,400     
                            ---------     
Totals                      2,984,000     
                            =========

                               Estimated  
                                 Total    
                             Households(1)
                             --------------               
                                              
Summary:                                    
Video Operating Systems      4,063,600    
Data Operating Systems         694,900    
Non-Operating Markets        2,988,000    
Wireless One of North        
  Carolina Markets(11)       1,492,000    
                             ---------    
Totals - MDS                 9,238,500    
                             =========

WCS Spectrum                11,000,000(12) 
                            ==========

_________________________

(1)  "Estimated Total Households" represents the Company's estimate
     of  the  total  number of MDU (excluding  hotels,  motels  and
     hospitals)  and SFU households that are within  the  Company's
     Intended  Service Area.  "Intended Service Area" includes  (i)
     areas that are presently served, (ii) areas where systems  are
     not  presently  in  operation but where the  Company  has  the
     ability  to commence operations and (iii) areas where  service
     may  be  provided  by  signal repeaters  or,  in  some  cases,
     pursuant  to  FCC  applications.  "Estimated  LOS  Households"
     represents  the  Company's  estimate  of  the  number  of  MDU
     (excluding  hotels, motels and hospitals) and  SFU  households
     that  can receive an adequate wireless signal from the Company
     in  its  Intended  Service  Area  (determined  by  applying  a
     discount to the Estimated Total Households in order to account
     for  those homes that the Company estimates will be unable  to
     receive  service  due  to  certain  characteristics   of   the
     particular   market).   The  calculation  of   Estimated   LOS
     Households  assumes (i) the grant of pending applications  for
     new  licenses  or for modifications of existing  licenses  and
     (ii)  the  grant of applications for new licenses and  license
     modification applications, which have not yet been filed  with
     the FCC.

(2)  Four channels currently utilized in the Gulf Coast System were
     granted by the FCC without acting on an objection filed  by  a
     third party.

(3)  The Huntsville, Alabama System and the Lawrenceburg, Tennessee
     System  were  launched  in  January  1991  and  January  1995,
     respectively, but acquired by the Company in August 1996.

(4)  Objections to the Company's lessors' requests for extension of
     time  to construct twelve channels are pending before the FCC.
     The outcome of these matters cannot be determined.

(5)  An  existing wireless cable operator is serving a small number
     of subscribers in this market with an 11-channel MDS system.

(6)  The Company believes that another entity has leased rights  to
     20  other  channels  that  are the  subject  of  pending  ITFS
     applications.

(7)  The  Company currently leases eight channels in Bowling Green,
     and has filed applications for 12 commercial channels pursuant
     to  the  BTA Auction that cannot be granted until interference
     agreements  with unaffiliated third parties in nearby  markets
     can   be  secured.   There  can  be  no  assurance  that  such
     interference  agreements can be secured or  that  applications
     for these 12 channels will be granted.

(8)  Twelve  of  the ITFS channels for the Natchitoches Market  are
     subject    to    comparative   disposition   with    competing
     applications.   The  outcome of these dispositions  cannot  be
     reliably projected at this time.

(9)  The  Company  holds a 50% interest in Wireless  One  of  North
     Carolina,  LLC ("WONC"), which holds a number of MDS  licenses
     and  the  right to use frequencies owned by the University  of
     North  Carolina  ("UNC")  to  develop  a  statewide  MMDS/ITFS
     network.  WONC's contract with UNC allows it to build wireless
     video  and data systems across the state using the frequencies
     of UNC. Based on WONC's ITFS filings and channel acquisitions,
     the  Company's existing properties and BTA auction high  bids,
     the  Company  believes that WONC will have sufficient  channel
     capacity to launch data and video products in the markets  set
     forth  in  this  table.   The Company  continues  to  evaluate
     financing plans for WONC as well as the potential sale of  its
     interest in WONC.

(10) Amounts  in this table reflect 100% of WONC's estimated  total
     and LOS households.  The Company owns a 50% interest in WONC.

(11) Amounts represent the Company's 50% interest in WONC's  total
     and LOS households.

(12) A portion of the 11 million total households attributable to
     the Company's WCS Spectrum are included in estimated total
     households in other tables above.

                     _________________________
                                 
       Programming   -   The  Company  generally  offers  its   SFU
subscribers  20 to 26 basic cable channels and one to four  premium
channels  in  each  Market.  In 84% of its Operating  Systems,  the
Company  also offers its SFU subscribers one pay-per-view  channel.
In  addition,  the Company retransmits five local  off-air  VHF/UHF
channels  along with its wireless channels, which provide  its  SFU
subscribers with access to local news and weather in all but two of
its  Markets.   The price of the SFU basic packages is  $25.95  per
month, with an additional $9.95 to $11.95 per premium channel.  The
Operating  Systems  transmit  at 10  to  50  watts  of  power  from
transmission towers and generally have signal patterns  covering  a
radius of 18 to 35 miles.

       The   following  chart  sets  forth  the  Company's  current
programming  line-up  available to SFU  subscribers  in  a  typical
Operating System (selections differ by market).

BASIC                           
ABC (local network affiliate)   The Learning Channel (education)

AMC (classic movies)            Lifetime (special interest)

A & E (arts & entertainment)    NBC (local network affiliate)

Black Entertainment Television  Nickelodeon (children's)
  (special interest)

CBS (local network affiliate)   PBS (education, general interest)
                                
Country Music Television        Regional Sports Network South
   (country music)                (southeast U.S. sports)

CNN (news)                      TBS Superstation (sports, movies)
                                
C-SPAN (public affairs)         TNN/QVC (special interest)

Discovery (science)             TNT (sports, movies)

The Disney Channel (1)          USA (general interest)

ESPN (sports)                   The Weather Channel (weather)

The Family Channel (family      WGN (Chicago-general interest)
  entertainment)

Fox (local network affiliate)   VH1 (contemporary  music)

The History Channel
  (educational)
                                
PREMIUM                         PAY-PER-VIEW
Home Box Office                 Viewer's Choice

Showtime

The Disney Channel*

Cinemax

   * The  Disney  Channel is part of the basic package  in  certain
     Markets and a premium channel in other Markets.

      Channels - The Company holds some of its FCC channel licenses
directly, but for a majority of its channel rights, the Company has
acquired  the  right to transmit over those channels  under  leases
with  holders  of  channel  licenses  and  applicants  for  channel
licenses,  although certain of those leases may  require  amendment
before  the  underlying channels can be utilized by the Company  in
connection  with its WarpOneSM product.  Although the  Company  has
obtained or anticipates that it will be able to obtain access to  a
sufficient  number  of  channels  to  operate  commercially  viable
wireless  cable  systems and the DIRECTV MDU  and  Internet  access
products  in its Markets, if a significant number of the  Company's
channel leases are terminated or not renewed, a significant  number
of pending FCC applications in which the Company has rights are not
granted, or the FCC terminates, revokes or fails to extend or renew
the  authorizations  held  by the Company's  channel  lessors,  the
Company  may be unable to provide a commercially viable programming
package to its wireless cable customers or its DIRECTV or WarpOneSM
products  in  some or all of its Operating Systems or Non-Operating
Markets.  In addition, before the Company can deploy certain of the
facilities it requires, certain of its channel lessors will have to
successfully  apply  to  the  FCC for  authority  to  modify  their
existing  or proposed facilities or consent to the modification  of
facilities  of other licensees in the region.  It is possible  that
one  or  more  of  such lessors may hinder or delay  the  Company's
efforts to use the channels in accordance with the Company's  plans
for  the  particular  market.  Further,  the  Company  may  require
consents  to  interference  or waivers of  the  FCC's  interference
protection rules from one or more licensees with which it does  not
currently have a relationship in order to implement its plans,  and
may  require  one or more licensees to modify their  facilities  in
order to avoid interference to the Company's planned facilities.

      Currently, the FCC will not accept applications for new  ITFS
licenses  or  "major" modifications of ITFS licenses which  affects
channel  rights in several of the Company's Non-Operating  Markets.
The  most  recent five-day window for filing ITFS applications  was
completed  on  December 23, 1996, in which the  Company  filed  the
majority  of  the  applications required to effectuate  its  future
launch plans.  Some of the Company's pending ITFS applications have
been processed by FCC engineers and staff attorneys.  The remaining
ITFS  applications are expected to undergo review by FCC  engineers
and  staff  attorneys over the next 6-12 months.  If the FCC  staff
determines  that an application meets certain basic  technical  and
legal  qualifications,  the staff will then determine  whether  the
application  proposes  facilities  that  would  result  in   signal
interference  to  facilities proposed in other  applications  filed
during   the  same  window  or  suffer  signal  interference   from
facilities proposed by other applications submitted during the same
window.   If  so, the applications are considered to  be  "mutually
exclusive."   Until  1998,  the  FCC  chose  from  among   mutually
exclusive  applications  by  utilizing  comparative  criteria  that
resulted  in  a  somewhat predictable selection process,  depending
upon the particular factual circumstances.  However, responding  to
Congressional amendment of the Communications Act, the FCC  amended
its  rules  to  require the use of auctions to  select  from  among
competing  applicants.  Efforts are currently underway  to  further
amend  the  Communications Act to eliminate the use of auctions  to
select  from among mutually exclusive ITFS applications.   However,
the  Company is unable to predict whether those efforts will  prove
successful and, if so, what system the FCC will then use to  select
from among mutually exclusive ITFS applicants.

      A  small  number  of  the Company's lease agreements  involve
applications  for channel licenses for which competing applications
have  been  filed.   The  Company  therefore  anticipates  that   a
substantial  number of the pending applications  will  be  granted.
However,  no  assurance can be given as to the  precise  number  of
applications that will be granted.

      EdNet  Agreement   -  The Company contracts with  Mississippi
EdNet  Institute, Inc. ("EdNet") for the commercial use of 20  ITFS
channels   in   each  of  its  Mississippi  Markets   (the   "EdNet
Agreement").  The EdNet Agreement provides exclusive rights to  use
all  excess airtime (that portion of a channel's airtime  available
for commercial programming under FCC rules and policies) for the 20
ITFS channels located in each of the Company's Mississippi Markets.
The  Company believes that the EdNet Agreement presents the Company
with  a  number of strategic benefits.  The Company's rights  under
the  agreement  to the available commercial use of  20  of  the  32
available  wireless frequencies throughout Mississippi  provide  it
with  the  critical mass of channels necessary to operate  its  SFU
video  business  in each of its Mississippi markets  and  create  a
significant  competitive  advantage  relative  to  other  potential
wireless  cable  operators in such markets.  The  large  contiguous
nature  of  the  cluster of Markets encompassing  Mississippi  will
allow  the Company to centralize operations and achieve substantial
economies  of  scale in Mississippi and surrounding  Markets.   The
Company  believes  its  transmission of programming  involving  job
training,  fire  and police training, literacy projects  and  other
continuing education programs enjoys the support of the Mississippi
state  authorities and will generate substantial  goodwill  in  the
community and enhance the Company's identity as a local provider of
subscription  television  service.   EdNet  recently  notified  the
Company  that  it  intends to reclaim three of  these  channels  in
December  1999 (EdNet currently broadcasts on one of these channels
in  the  Company's Jackson, Mississippi Market).  The  Company  has
initiated discussions with EdNet regarding this notice, but  cannot
now  predict the results of these discussions, whether  EdNet  will
exercise  its option to  reclaim the channels, or if it  does,  the
effect of these actions on the Company.

System Costs

      As  a part of the Company's refocused marketing strategy, all
Non-Operating  Markets launched in the future are  expected  to  be
WarpOneSM-only  markets.  Capital costs to  modify  existing  video
headend  equipment and launch the WarpOneSM product in an  existing
Operating System will be approximately $325,000.  Capital costs  to
launch  the  Internet  product in a Non-Operating  Market  will  be
approximately $550,000.  The Company estimates that each additional
MDU  wireless cable subscriber will require an incremental  capital
expenditure  of approximately $50 to $285 in material, installation
labor  and  overhead  charges.  By comparison,  the  cost  of  each
additional  SFU wireless cable subscriber is estimated  to  average
$360  to  $560.   The capital cost for each Internet subscriber  is
approximately  $1,300,  including equipment  and  labor,  which  is
expected  to  be totally offset by fees collected at  the  time  of
installation.

      The  operating costs for wireless cable systems are generally
lower than those for comparable traditional hard-wire systems, as a
result   of  lower  system  network  maintenance  and  depreciation
expense. Programming from contract suppliers is generally available
to traditional hard-wire and wireless cable operators on comparable
terms.  The Company believes that the combination of its new  focus
on  MDU customers and its stable base of SFU subscribers will allow
it  to  maintain  an  average  churn rate  below  2.5%  per  month,
resulting   in   reduced  installation,  operating  and   marketing
expenses.   By locating its operations in geographic clusters,  the
Company  believes that it can further minimize capital and  contain
operating costs per subscriber by taking advantage of economies  of
scale  in  management,  sales  and  customer  service.   For   each
Operating  System  or geographic cluster, the  Company  employs  an
operations  manager, product specific salespersons and installation
and  repair personnel.  All other functions are centralized at  the
Company's Jackson, Mississippi headquarters, including engineering,
marketing, billing, customer service, finance and administration.

Competition

      In  addition to competition from traditional hard-wire  cable
television  systems  and  other DBS providers,  the  Company  faces
competition  from  a number of other sources,  some  of  which  are
described below.

      Direct-to-Home ("DTH")  -  DTH satellite television  services
originally  were available via satellite receivers which  generally
were  seven  to  12 foot dishes mounted in the yards  of  homes  to
receive  television  signals from orbiting satellites.   Until  the
implementation of encryption, these dishes enabled reception of any
and  all  signals without the payment of fees.  Having to  purchase
decoders  and to pay for programming has reduced the popularity  of
DTH,  although the Company will compete to some degree  with  these
systems in marketing its services.

       Private  Cable   -   Private  cable,  also  known  as  SMATV
(Satellite   Master   Antenna  Television),   is   a   multichannel
subscription television service where the programming  is  received
by  satellite  receiver  and  then transmitted  via  coaxial  cable
through  private  property,  often MDUs,  without  crossing  public
rights  of way.  Private cable operates under an agreement  with  a
private   landowner   to   service  a  specific   MDU,   commercial
establishment or hotel.  The FCC permits point-to-point delivery of
video  programming  by  private cable  operators  and  other  video
delivery  systems  in  the  18 GHz band.  Private  cable  operators
compete  with the Company for rights of entry into MDUs, commercial
establishments and hotels.

      Telephone  Companies  - Local Exchange Carriers ("LECs")  may
provide  video  service  in their telephone  service  areas  either
through traditional cable television systems, through the marketing
of  DBS  services,  or through the provision of  "video  dialtone."
Under  the  FCC's video dialtone rules, a LEC that  provides  video
dialtone  must make available to multiple service providers,  on  a
nondiscriminatory common carrier basis, a basic platform that  will
permit  end  users  to  access video program services  provided  by
others.  Several large telephone companies have announced plans  to
either (i) enhance their existing distribution plant to offer video
dialtone  service,  or  (ii) construct new distribution  plants  in
conjunction  with  a local cable operator to offer  video  dialtone
service.   BellSouth Corporation and Ameritech, among others,  have
developed  traditional cable television systems within their  local
exchange  areas.   In  March 1999, AT&T  Corp.  merged  with  Tele-
Communications,  Inc. ("TCI"), the largest cable television  system
operator in the United States.  AT&T has announced its intention to
provide  high-speed Internet access services and telephony services
over  TCI's  cable  systems.   In  addition,  AT&T  has  signed  an
agreement with Time Warner, Inc. ("TW") pursuant to which  it  will
offer  telephony  services  over TW's  cable  systems.   While  the
competitive effect of the offering by telephone companies of  video
dialtone  and subscription television services is still  uncertain,
the  Company believes that wireless cable technology will  continue
to offer a lower cost alternative.

      Local  Off-Air  VHF/UHF Broadcasts  -  Local off-air  VHF/UHF
broadcasts  (from  ABC, NBC, CBS and Fox affiliates)  provide  free
programming  to  the  public.  In some  areas,  several  low  power
television  ("LPTV") stations authorized by the  FCC  are  used  to
provide multichannel subscription television service to the public.
LPTV  transmits on conventional VHF/UHF broadcast channels, but  is
restricted to very low power levels, which limits the area where  a
high quality signal can be received.

     High-Speed Data/Internet  -  In the Internet access/high-speed
data   market  for  business  and/or  MDU  customers,  the  Company
experiences  competition from numerous types of service  providers,
including   traditional   ISPs,  inter-exchange   carriers,   local
telephone companies and hard-wire cable television companies.

      The  competition  for  Internet access  and  high-speed  data
transmission  services  to small to mid-size  businesses  generally
falls   into  three  categories:   national,  regional  and   local
competitors.  National competitors include inter-exchange  carriers
such  as  AT&T, MCI and Sprint, and national ISPs such  as  America
Online,  Digex, PSINet and UUNet.  The services offered by national
competitors generally range from dial-up- 14.4 Kbps to a  dedicated
DS-3   (45   mbps)   connection.   Some  competitors   have   added
Asynchronous  Digital Subscriber Lines ("ADSL")  to  their  service
offerings.   ADSL can achieve higher data speeds (1.5 mbps  to  8.4
mbps)  than  previously  possible over  the  existing  copper  wire
infrastructure  found  in  most local  telephone  lines.   Regional
competitors  include RBOCs and regional ISPs that  generally  offer
services  that range from dial-up- 14.4 Kbps to dedicated T-1  (1.5
mbps)   connections.   Local  competitors  include  local  exchange
carriers,  multi-system hard-wire cable operators and  local  ISPs.
The services offered by local competitors generally range from dial-
up  14.4  Kbps  to  a  dedicated T-1 connection.   Local  providers
generally  aggregate  or over-subscribe local traffic  onto  access
lines  which  are  connected to a regional  or  national  provider.
Accordingly,  these local providers typically target consumers,  as
opposed to businesses.

       The  Company  also  faces  intense  competition  from  other
providers  of data transmission services, and will face competition
if  it  implements telephony transmission services on a  commercial
basis.   Because  the  MMDS  spectrum has  not  traditionally  been
utilized  to deliver such alternative services, consumer acceptance
of  such services delivered via MMDS technology is unknown at  this
time.   Many  of  the existing providers of data  transmission  and
telephony  services, such as long distance and  regional  telephone
companies,  have long-standing relationships with their  customers,
have  significantly greater financial and other resources than  the
Company and have the ability to subsidize competitive services with
revenues from a variety of other services.  Accordingly, there  can
be   no  assurance  that  the  Company  will  be  able  to  compete
successfully against other providers of such services, or that  the
Company will be able to achieve profitability from such services in
future years.

Regulatory Environment

     General  -  The wireless communications industry is subject to
regulation  by  the  FCC pursuant to the Communications  Act.   The
Communications Act empowers the FCC, among other things, to  issue,
revoke, modify and renew licenses; to approve the assignment and/or
transfer  of  control of such licenses; to approve the location  of
systems;  to  regulate  the kind, configuration  and  operation  of
equipment  used by systems; and to impose certain equal  employment
opportunity  and reporting requirements on channel license  holders
and operators.

      The  FCC has determined that wireless systems are not  "cable
systems"  for  purposes of the Communications Act.  Accordingly,  a
wireless cable system does not require a local cable franchise  and
is  subject  to  fewer  local regulations than  a  hard-wire  cable
system.  In addition, all transmission and reception equipment  for
a  wireless  cable  system  can  be located  on  private  property,
therefore  eliminating  the  need to make  use  of  utility  poles,
dedicated  easements  or  other public  rights  of  way.   Although
wireless  cable  operators  typically  lease  cable  licenses   and
occasionally  must  lease  MDS  licenses,  unlike  hard-wire  cable
operators  they do not have to pay local franchise fees.  Recently,
legislation  has  been introduced in several  states  to  authorize
state  and  local  authorities  to  impose  on  all  video  program
distributors  (including wireless cable operators) a  tax  on  such
distributors' gross receipts comparable to the franchise fees  that
hard-wire cable operators must pay.  Similar legislation  might  be
enacted in states where the Company does business or intends to  do
business.   Efforts  are  underway by  the  Wireless  Communication
Association  International,  Inc.  to  have  Congress  preempt  the
imposition  of such taxes by enacting new federal legislation.   In
addition,  the  industry is opposing the state bills  as  they  are
introduced.  However,  it is not possible to  predict  whether  new
state  laws will be enacted that impose new taxes on wireless cable
operators.

      Technical Rules  -  Wireless communications transmissions are
subject  to FCC regulations governing interference and transmission
quality.   Most  of  the Company's systems operate  in  a  standard
analog   format.    The   FCC  has  adopted  guidelines   for   the
implementation of certain digital transmission formats,  which  are
intended to facilitate the rapid implementation of digital wireless
cable systems capable of providing more programming sources on  the
same  channel bandwidth and improving signal quality.  In addition,
the  Company's two-way Internet product operates utilizing  digital
modulation.

      The FCC also regulates MDS and ITFS transmitter locations and
signal  strength.   The  operation of a wireless  cable  television
system requires the co-location of a commercially viable number  of
transmitting   antennae  and  operations  with   common   technical
characteristics (such as power and polarity).  In order to commence
the  operations  of certain of the Company's Markets,  applications
have  been  filed  or must be filed with the FCC  to  relocate  and
modify authorized transmission facilities.

      Under  current  FCC  regulations, a wireless  cable  operator
generally may serve any location within the LOS of its transmission
facility,  provided  that it complies with the  FCC's  interference
protection  standards.   An MDS station generally  is  entitled  to
interference  protection  within  a  35-mile  radius   around   its
transmitter site.  Generally, an ITFS facility is entitled  to  the
same 35-mile protected area, as well as interference protection for
all of its FCC-registered receive-sites.  In launching or upgrading
a  system,  the  Company  may  wish to  relocate  its  transmission
facility, or increase its height or signal power in order to  serve
one  or more of its targeted markets.  If such changes would result
in  interference to any previously proposed station, the consent of
such  station  must  be  obtained before the  FCC  will  grant  the
proposed  modification.   There  can  be  no  assurance  that   any
necessary   consents   will  be  received.    In   addition,   such
modifications will be subject to the interference protection rights
of BTA Auction winners.

       Availability  of  Equipment.   The  FCC  has  adopted  rules
providing  for  the commercial availability of set  top  boxes  and
other  consumer  equipment to allow subscribers to obtain  set  top
boxes, remote control units, etc., from commercial sources such  as
electronic   retailers,  rather  than  only   from   the   wireless
communications  operator.  However, wireless  operators  are  still
permitted  to  take steps necessary to guarantee  system  security.
There can be no assurance that the Company will not be required  to
incur  additional  costs  in complying with  such  regulations  and
restrictions.

      Cable Rate Regulation.  The rates charged by the Company  for
its  services  are  not  currently  regulated  by  the  government.
Although  the  FCC  has  regulated  the  rates  charged  by   cable
television systems since 1992, as of April 1, 1999, only the  rates
charged by a cable television system for its basic programming tier
and  equipment required to receive that programming are subject  to
regulation.   However,  a cable operator that  is  not  subject  to
"effective competition" is still required to maintain uniform rates
for all programming tiers, although the FCC has allowed promotional
or  introductory discounts and has recently ruled  that  the  rates
charged  to  individual  subscribers  in  MDUs  can  be  discounted
compared  to the rates charged SFUs, so long as the rates within  a
given  MDU  are  uniform.  The Company is unable  to  predict  what
impact  the  recent changes to the regulation of cable  rates  will
have upon its business.

      Equal  Employment Opportunities.  In 1998, the  D.C.  Circuit
Court  of  Appeals ruled that the FCC's broadcast equal  employment
opportunity  rules  were  unconstitutional.  In  response  to  that
decision,  the FCC has proposed to amend its EEO rules to eliminate
the   requirement  that  the  wireless  communications   operator's
employee group reflects the racial or minority composition  of  the
local community labor force and instead to require recruitment  for
every  job opening except for internal promotion and some  possible
lower   level   positions.  This  would  require   active,   public
recruitment for each non-exempt position to be filled. The operator
would  be  required to make an effort to inform all  potential  job
candidates  of  openings. The FCC is currently considering  several
alternative approaches to specific recruitment requirements.

      Emergency Alert System.   The Commission has determined  that
wireless  cable  systems must participate in  the  Emergency  Alert
System  ("EAS") on the same basis as cable systems and must install
EAS  equipment by October 1, 2002. For systems with 5,000  or  more
customers,  emergency  alerts and warnings  must  be  presented  to
subscribers  both  visually and aurally on all programmed  channels
(channels  carrying  video programming). For small  systems  (fewer
than  5,000  customers), alerts and warnings must be  presented  to
customers  aurally on all programmed channels and  visually  on  at
least  one programmed channel with video interrupt on all  channels
that do not carry the EAS message.

      Internet and Telecommunications Regulatory Matters.   As  the
Company becomes increasingly focused upon the provision of Internet
access and other telecommunications services, it may become subject
to  regulations  or  fees imposed by the FCC  or  other  regulatory
agencies on ISPs or providers of basic telecommunications services.

      The law relating to the liability of Internet access and data
communications  services for information carried on or  transmitted
through  their  networks is unsettled. As  the  law  in  this  area
develops,  the potential imposition of liability upon  the  Company
for  information  carried on and transmitted  through  its  network
could  require  the  Company to implement measures  to  reduce  its
exposure  to  such liability, which may require the expenditure  of
substantial resources or the discontinuation of certain products or
service  offerings.   Congress  has  recently  enacted  the  Online
Copyright  Infringement Liability Limitation Act.  This Act  limits
the  liability  of  ISPs  for  copyright  infringement  claims  for
infringing material carried on and transmitted through its network,
provided   that   the  service  provider  complies   with   certain
requirements.   In  general,  the Act requires  that  in  order  to
benefit  from  its  protections, the infringing  material  must  be
transmitted  through  the  provider's  network  via  an   automatic
process,  the  provider  must  not be  aware  that  the  infringing
material  is  on  the  provider's network, and  the  provider  must
expeditiously  remove  such  material upon  notification  from  the
copyright  holder.   In  addition, the  service  provider  may  not
initiate placement of the infringing work on its network.

      In  the  future,  it  is possible that  additional  laws  and
regulations  may  be  adopted  with respect  to  the  Internet  and
providers of telecommunications services, covering issues  such  as
content, indecency and obscenity, defamation, privacy, and pricing.
The  Company  cannot predict the impact, if any,  that  any  future
regulatory  changes  or  developments may  have  on  its  business,
financial condition, and results of operations.

     Cross Ownership Rules - FCC rules generally prohibit hard-wire
cable  operators  from providing wireless cable  service  in  areas
where  the hard-wire cable franchise area overlaps with the service
area of a wireless cable system.  In certain circumstances, the FCC
may  grant waivers of such restriction, or the common ownership  of
hard-wire  and  wireless  cable systems may  otherwise  be  exempt.
Cable  operators may offer wireless cable service in  such  overlap
areas where the cable company is subject to "effective" competition
under  certain circumstances.  Telephone companies are not  subject
to any such cross-ownership restrictions.

      Antenna  Restrictions  - The 1996 Act offers  wireless  cable
operators  and satellite programmers relief from private and  local
governmentally  imposed restrictions on the placement  of  receive-
site  antennae.   In some instances, wireless cable operators  have
been  unable  to  serve  areas  due  to  laws,  zoning  ordinances,
homeowner  association  rules  or  restrictive  property  covenants
banning the erection of antennae on or near homes.  In August 1996,
the  FCC  adopted  rules preempting restrictions that  unreasonably
impair  installation, maintenance or use of receive-site  antennae.
The  FCC  has ruled that its preemption does not apply to  antennae
used  solely  to receive data transmission services or  to  provide
Internet access.

      The  Company has recently launched a two-way Internet product
in  three Markets utilizing WCS channels for upstream transmissions
from   subscribers  and  MDS  or  ITFS  channels   for   downstream
transmissions  to  subscribers.  Downstream Internet  transmissions
require the use of digital modulation, and the FCC requires that it
give its prior approval to the use of digital modulation by any MDS
or ITFS station.  Applications for FCC consent to the partitioning,
disaggregation  and  assignment of  BellSouth  WCS  rights  to  the
Company  are  pending before the FCC.  In the interim, the  Company
has  the  right  to lease those channel rights from  BellSouth  for
nominal  fees.  Although the Company has  acquired WCS  rights  for
most  of  its Markets, in some markets it will need to acquire  WCS
spectrum   or  utilize  its  MDS  or  ITFS  spectrum  for  upstream
transmission.   In  September 1998, the FCC promulgated  new  rules
which permit the use of MDS and ITFS Channels for upstream use.  In
addition to establishing technical parameters for such use, the FCC
also  amended "educational use" requirements to give ITFS licensees
and   wireless  cable  operators  more  flexibility  when   digital
compression is employed by the wireless cable operator or where the
channels  are  used  for high-speed data transmission  or  Internet
access.  Specifically the rules require the wireless cable operator
to  provide  the  greater of 20 hours per  channel  or  5%  of  the
existing  broadcast capacity when digital technology  is  employed,
but permits this obligation to be satisfied by providing high-speed
data  transmission or Internet access services to the ITFS licensee
in  lieu  of  video  programming.  These  rules  will  enhance  the
Company's ability to use its existing channel rights to provide its
WarpOneSM product in new markets.  However, the Company may need to
amend  some of its existing ITFS lease agreements to permit  it  to
take  advantage of these more flexible use requirements  and  there
can  be  no  certainty that any or all of the ITFS  licensees  will
agree  to  make such amendments to their existing lease agreements.
Additionally, although the FCC has adopted streamlined policies  to
expedite  the  granting of MDS and ITFS digital authorizations  and
the Company has taken advantage of those policies to secure digital
authorizations for some of its markets, there can be  no  assurance
that the necessary digital authority will be granted in each case.

      Other  Regulations   -  Wireless cable  license  holders  are
subject  to  regulation  by  the  Federal  Aviation  Administration
("FAA")  with respect to the construction, marking and lighting  of
transmission  towers  and  to  certain  local  zoning   regulations
affecting  construction of towers, receive-site antennae and  other
facilities.   There  may  also  be restrictions  imposed  by  local
authorities and private covenants.  There can be no assurance  that
the  Company  will  not be required to incur  additional  costs  in
complying with such regulations and restrictions.

Employees

      As  of  March  1,  1999,  the Company had  approximately  389
employees.   None  of  the  Company's employees  is  subject  to  a
collective  bargaining agreement.  The Company has  experienced  no
work  stoppages  and believes that it has good relations  with  its
employees.   To meet certain operational requirements, the  Company
also  utilizes the services of unaffiliated independent contractors
to install new customers in its wireless cable systems.

Factors That May Affect Future Results of the Company

      This  Annual Report contains certain statements that are  not
historical facts, which are "forward looking statements" within the
meaning  of Section 27A of the Securities Act of 1933, as  amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
that  reflect  management's best judgment  concerning  the  matters
contained   therein  based  on  factors  currently   known.    Such
statements include, without limitation, statements regarding future
liquidity,  cash needs and alternatives to address  capital  needs,
and  the  Company's expectations regarding positive operating  cash
flow, net losses, subscriber and revenue levels, profitability  and
SG&A   costs,  the  expected  results  of  the  Company's  business
strategy,  and  other  plans and objectives of  management  of  the
Company  for future operations and activities and are indicated  by
words   or  phrases  such  as  "anticipate,"  "estimate,"  "plans,"
"projects,"   "continuing,"   "ongoing,"   "expects,"   "management
believes,"  "the  Company  believes," "the  Company  intends,"  "we
believe," "we intend" and similar words or phrases.

      Actual results could differ materially from those anticipated
in  these  "forward looking statements" as a result of a number  of
factors, including but not limited to those listed below.  "Forward
looking  statements"  provided by the Company,  especially  in  the
sections entitled "Business" "Market for Registrant's Common Equity
and  Related Matters" and "Management's Discussion and Analysis  of
Financial  Condition  and  Results  of  Operations"  are   provided
pursuant  to  the  safe  harbor established  by  recent  securities
legislation  and  should  be  evaluated  in  the  context  of  this
cautionary statement.

Risks Associated with the Company's Operations

      Dependence of Internet Product on Hardware Supplier  -    The
Company's  business plan assumes substantial growth and development
of  its WarpOneSM product.  The current supplier of the modems used
by  WarpOneSM  customers has notified its customers, including  the
Company,  that, due to excess demand and cash flow difficulties  of
the supplier, the modems have been "placed on allocation" and would
be  shipped only for cash or an irrevocable letter of credit.   The
Company has made arrangements with the supplier for the shipment of
sufficient  modems  to meet the Company's projected  needs  through
August 1999.  The Company intends to work with the supplier  or  to
pursue  other  ways to resolve long-term supply needs and  believes
that  comparable  alternative  modems  are  available  or  will  be
available  in  the near-term.  No assurance can be  made,  however,
that  the  supplier will be able to continue meeting the  Company's
demand  for  modems  or provide technical support  for  the  modems
already purchased by the Company, that the Company will be able  to
meet the terms of the supplier, or that the Company will be able to
find  comparable  alternative  suppliers.   The  inability  of  the
Company to maintain an adequate supply of these modems could have a
material  adverse effect on the Company's business and  results  of
operations.

       Competition  -  Subscription  Television  Industry   -   The
subscription  television  industry  is  highly  competitive.    The
Company's  wireless cable and DIRECTV products  face  or  may  face
competition  from  several sources, such as  traditional  hard-wire
cable  systems,  other direct broadcast satellite ("DBS")  systems,
satellite  master  antenna television ("SMATV") systems  and  other
alternative   methods   of   distributing   and   receiving   video
programming.   Furthermore, premium movie services offered  by  the
Company's wireless cable and DIRECTV products encounter significant
competition from the sale and rental of video cassettes and similar
products.   In areas where several local off-air VHF/UHF  broadcast
channels  can  be  received  without the  benefit  of  subscription
television,  the  Company  also experiences  competition  from  the
availability  of broadcast signals generally and has  found  market
penetration  to  be  more difficult.  Legislative,  regulatory  and
technological developments may result in additional and significant
competition,  including  competition  from  proposed  new  wireless
services such as local multipoint distribution service ("LMDS")  in
the  28  GHz  band  and  WCS in the 2.3 GHz band.   Local  Exchange
Carriers ("LECs") are authorized to provide video services in their
telephone service areas either directly to customers as a hard-wire
cable operator or wireless cable operator, or as a "video dialtone"
provider that makes available to multiple service providers,  on  a
nondiscriminatory common carrier basis, a basic platform that  will
permit  end  users  to  access video program services  provided  by
others.    Many  actual  and  potential  competitors  have  greater
financial,  marketing and other resources than the Company.   There
can  be  no  assurance that the Company will  be  able  to  compete
successfully  with  existing competitors or  new  entrants  in  the
market for subscription television services.

      Competition  - High-Speed Data/Internet  -  In  the  Internet
access/high-speed  data market for business and/or  MDU  customers,
the Company experiences or may experience competition from numerous
types  of  service  providers, including traditional  ISPs,  inter-
exchange  carriers, local telephone companies and  hard-wire  cable
television companies and other wireless service providers.

      The  competition  for  Internet access  and  high-speed  data
transmission  services  to small to mid-size  businesses  generally
falls   into  three  categories:   national,  regional  and   local
competitors.  National competitors include inter-exchange  carriers
such  as  AT&T, MCI WorldCom and Sprint, and national ISPs such  as
America  Online, Digex, PSINet and UUNet.  The services offered  by
national competitors generally range from dial-up- 14.4 Kbps  to  a
dedicated  DS-3 (45 mbps) connection.  Some competitors have  added
Asynchronous  Digital Subscriber Lines ("ADSL")  to  their  service
offering.   ADSL can achieve higher data speeds (1.5  mbps  to  8.4
mbps)  than  previously  possible over  the  existing  copper  wire
infrastructure  found  in  most local  telephone  lines.   Regional
competitors  include RBOCs and regional ISPs that  generally  offer
services  that range from dial-up- 14.4 Kbps to dedicated T-1  (1.5
mbps)   connections.   Local  competitors  include  local  exchange
carriers,  multi-system hard-wire cable operators and  local  ISPs.
The services offered by local competitors generally range from dial-
up  14.4  Kbps  to  a  dedicated T-1 connection.   Local  providers
generally  aggregate  or over-subscribe local traffic  onto  access
lines  which  are  connected to a regional  or  national  provider.
Accordingly,  these local providers typically target consumers,  as
opposed to businesses.

       The  Company  also  faces  intense  competition  from  other
providers  of data transmission services, and will face competition
if  it  implements telephony transmission services on a  commercial
basis.   Because  the  MMDS  spectrum has  not  traditionally  been
utilized  to deliver such alternative services, consumer acceptance
of  such services delivered via MMDS technology is unknown at  this
time.   Many  of  the existing providers of data  transmission  and
telephony  services, such as long distance and  regional  telephone
companies,  have long-standing relationships with their  customers,
have  significantly greater financial and other resources than  the
Company and have the ability to subsidize competitive services with
revenues from a variety of other services.  Accordingly, there  can
be   no  assurance  that  the  Company  will  be  able  to  compete
successfully against other providers of such services, or that  the
Company will be able to achieve profitability from such services in
future years.

     Government Regulations - General - The wireless communications
industry  is extensively regulated by the FCC.  The FCC  regulates,
among  other  things, the issuance, assignment and modification  of
licenses  necessary  for  the Company  to  operate  wireless  cable
systems and its WarpOneSM product, certain commercial terms of  the
Company's  ITFS capacity lease agreements, the technical parameters
of  the  Company's WarpOneSM product and the time afforded  license
holders  to construct their facilities.  The FCC imposes  fees  for
certain applications and licenses and has the authority, in certain
circumstances,  to revoke and cancel licenses and  impose  monetary
fines for violations of its rules.  In addition, FCC licenses  must
be  renewed  periodically and, while such renewals  generally  have
been  granted on a routine basis in the past, there is no assurance
that  licenses will continue to be renewed routinely in the future.
The  failure  of  the  Company's channel  lessors  to  renew  their
respective  licenses or of the FCC to grant such  extensions  could
have a material adverse effect on the Company.

      No  assurance can be given that new regulations will  not  be
imposed  or  that  existing regulations will not be  changed  in  a
manner that could have a material adverse effect on the industry as
a  whole  and on the Company in particular.  In addition,  wireless
communications operators and channel license holders are subject to
regulation  by  the  Federal Aviation Administration  ("FAA")  with
respect  to  the construction, marking and lighting of transmission
towers  and  to  certain  local zoning  regulations  affecting  the
construction  of towers and other facilities.  There  also  may  be
restrictions    imposed   by   local   authorities,    neighborhood
associations and other similar organizations limiting  the  use  of
certain  types of reception equipment used by the Company.   Future
changes   in   the  foregoing  regulations  or  other   regulations
applicable to the Company could have a material adverse  effect  on
the Company's results of operations and financial condition.

      Interference  Issues - In each market in  which  the  Company
provides  wireless cable service and/or Internet access  and  high-
speed  data transmission services the Company uses some or  all  of
the  33 MDS and ITFS channels that are licensed for that market  by
the  FCC.  Under current FCC regulations, a wireless cable operator
may  install receive-site equipment and serve any point  where  its
signal  can  be  received.  Interference from other wireless  cable
systems  can limit the ability of a wireless cable system to  serve
any particular point.  Moreover, where the Company utilizes MDS  or
ITFS  channels for upstream transmissions from customers,  customer
locations  may be restricted to the protected service area  of  the
current  downstream license.  In licensing ITFS and MDS stations  a
primary  concern of the FCC is avoiding situations  where  proposed
station  signals  are  predicted  to  cause  interference  to   the
reception  of  previously-licensed station signals.  The  Company's
business  plan  involves modifying various  of  its  MDS  and  ITFS
licensed  stations  and obtaining the grant  of  licenses  for  new
facilities  that  the  Company will use.   The  FCC's  interference
protection  standards  may  make one or more  of  these  facilities
impossible  to  license,  in which event it  may  be  necessary  to
negotiate  interference  agreements  with  the  licensees  of   the
stations which would otherwise block such facilities.  Moreover, it
may  be  necessary  to secure the consent of certain  licensees  to
modify   their  facilities  in  order  to  avoid  interference   to
facilities  that the Company intends to deploy.  There  can  be  no
assurance  that  the  Company  will be  able  to  obtain  necessary
interference  agreements with terms acceptable to the  Company,  in
which event the Company may have to curtail or modify operations in
one  or  more  of its markets, which could have a material  adverse
effect on the Company.

      Dependence  on  Channel Leases; Need for License  Extensions;
Loss  of  Licenses by Lessors - The Company is dependent on  leases
with  unaffiliated third parties for a substantial portion  of  its
wireless  cable  channel  rights.   The  Company's  channel  leases
typically cover four ITFS channels and/or one to four MDS  channels
each.   FCC rules and policies require that each of these  channels
must  be  used  an average of at least twenty hours  per  week  for
educational  programming.  Each of the Company's ITFS  leases  also
provide  that  the ITFS license holder may, at its option,  require
that  an  additional twenty hours of air time per week for be  used
for  educational programming.  While certain recent changes to  the
FCC's  rules  have  liberalized these requirements,  these  changes
cannot  be implemented unilaterally by the wireless cable  operator
and  therefore substantially all of the ITFS leases  to  which  the
Company   is   a  party  continue  to  contain  these   programming
requirements.  (See "- Government Regulation").  The Company cannot
guarantee that any or all of the ITFS licensees who lease  capacity
to  the Company will not exercise their rights to recapture airtime
under their lease agreements or, if requested by the Company,  will
agree  to  amend  their ITFS leases to permit the Company  to  take
advantage of the more liberal programming requirements.

      The  remaining initial terms of most of the Company's channel
leases  are  approximately  five to  ten  years.   Certain  of  the
Company's  channel  leases  may require amendment  to  provide  the
Company  the  ability  to utilize the underlying  channel  for  its
WarpOneSM product.  However, in the event an ITFS or MDS license is
not  renewed  or is otherwise terminated prior to the  end  of  the
lease  term,  the authorization will no longer be  valid,  and  the
Company will have no rights under its lease to transmit on channels
that   are  subject  to  such  nonrenewed  or  terminated  license.
Existing  ITFS licenses have varying expiration dates depending  on
the  date of the initial grant of such licenses by the FCC and will
expire at the end of the current license term unless renewed.   MDS
licenses generally will expire on May 1, 2001, unless renewed.

     The Company has a lease with Mississippi EdNet Institute, Inc.
("EdNet") for the commercial use of 20 ITFS channels in each of its
markets  in the state of Mississippi (the "EdNet Agreement").   The
term  of  the EdNet Agreement is 10 years from the date of issuance
of certain construction permits, each of which was granted in 1992.
The  Company anticipates that, pursuant to the EdNet Agreement, the
lease term will terminate on or about April 1, 2002, unless renewed
prior thereto.  The commercial use of these channels represents the
majority  of  the  Company's  channels  in  Mississippi   and   the
termination  of,  or inability to renew, the EdNet Agreement  would
have  a material adverse effect on the Company's operations in  its
Mississippi  markets.  By  letter dated December  15,  1998,  EdNet
notified  the  Company that it wishes to recapture three  of  these
channels  (EdNet currently broadcasts on one of these  channels  in
the  Company's  Jackson, Mississippi Market) for academic  purposes
effective December 20, 1999.  The Company has initiated discussions
with  EdNet  regarding  this notice, but  cannot  now  predict  the
results  of  these  discussions, whether EdNet  will  exercise  its
option to  reclaim the channels, or if it does, the effect of these
actions on the Company.

      As  noted  above  (see "- Interference Issues"),  before  the
Company  can deploy certain of the facilities it requires,  certain
of  its channel lessors will have to successfully apply to the  FCC
for authority to modify their existing or proposed facilities.   In
other   cases,  certain  of  the  Company's  channel   lessors   or
unaffiliated  third  parties will be required  to  consent  to  the
modification  of facilities of other lessors in the  region  or  to
modify  their own facilities in order to avoid interference to  the
Company's facilities.  There can be no assurance that the Company's
lessors  and  third  parties will agree  to  submit  and  prosecute
applications  for  the necessary modifications or  consent  to  the
necessary modifications of other lessors.

      The  FCC's  rules  require that the  Company's  ITFS  lessors
maintain  the  right to recapture additional transmission  capacity
for  their  transmission of educational or instructional  material.
Although  the  Company believes that it can continue to  provide  a
viable  service  in  the  event  its ITFS  lessors  exercise  their
recapture  rights,  there can be no assurance that  such  recapture
will  not  have  a material adverse impact on the Company  and  its
business.

      Dependence on Program Suppliers - The Company is dependent on
fixed-term  contracts with various program suppliers such  as  CNN,
ESPN  and HBO.  Although the Company has no reason to believe  that
any  such  contracts will be cancelled or will not be renewed  upon
expiration,  if  such contracts are cancelled or not  renewed,  the
Company  will  have  to seek program material from  other  sources.
There  can  be  no  assurance that other program material  will  be
available  to the Company on acceptable terms or at all or,  if  so
available,  that such material will be acceptable to the  Company's
subscribers.

      Dependence  on  DIRECTV Contracts - Due to  the  lower  costs
associated  with  offering  the DIRECTV  product  relative  to  the
Company's  traditional  wireless  cable  product,  in  its  revised
business  plan the Company has shifted the focus of its  sales  and
marketing efforts to emphasize sales of DIRECTV service.  In  order
to provide such service, the Company is dependent on contracts with
DIRECTV  that  give  the Company the right  to  market  DIRECTV  to
certain SFU and MDU customers.  Although the Company has no  reason
to  believe that any such contracts will be canceled or will not be
renewed  upon  expiration, if such contracts are  canceled  or  not
renewed,  such  cancellation or nonrenewal could  have  a  material
adverse effect on the Company.

      Physical  Limitations of Signal Transmission -  Reception  of
wireless  cable  programming or the use of  the  Company's  channel
authorizations to provide Internet and high-speed data transmission
service  requires a direct, unobstructed LOS from the  transmission
facility  to the subscriber's receive-site antenna.  Therefore,  in
communities with tall trees, hilly terrain, tall buildings or other
obstructions in the transmission path, signal transmission  can  be
difficult  or impossible to receive at certain locations,  and  the
Company  is  not  able  to supply service to  all  potential  cable
subscribers or Internet or high-speed data transmission  customers.
While  in  certain instances the Company can employ boosters,  also
known  as repeaters, to overcome LOS obstructions, there can be  no
assurance  that  it  will  be  able to  secure  the  necessary  FCC
authorizations for such additional repeaters as may be necessary to
achieve  the  desired signal coverage.  In addition to  limitations
resulting from terrain, in limited circumstances extremely  adverse
weather can damage transmission and receive-site antennae, as  well
as other transmission equipment.

      Difficulties and Uncertainties of a New Industry  -  Wireless
cable  is a new industry with a short operating history.  Potential
investors  should  be aware of the difficulties  and  uncertainties
that  are normally associated with new industries, such as lack  of
consumer  acceptance, difficulty in obtaining financing, increasing
competition,  advances  in  technology  and  changes  in  laws  and
regulations.   There  can be no assurance that the  wireless  cable
industry  will  develop  or  continue as  a  viable  or  profitable
industry.

      Changes  in  Technology  -  The subscription  television  and
telecommunications services industries in general  are  subject  to
rapid  and significant changes in technology such as LMDS,  digital
compression,  ADSL  and fiber optic networks.   These  changes  may
increase  competitive pressures on Reorganized Wireless or  require
capital investments by Reorganized Wireless (to remain competitive)
in  excess  of its available resources.  Because of the  rapid  and
high  level of technological change in the industry, the effect  of
technological  changes  on the businesses of  Reorganized  Wireless
cannot be predicted with any certainty.

      Significant  Holders  - Upon the consummation  of  the  Plan,
certain  holders  of  Old  Senior Notes  are  expected  to  receive
distributions  of  shares of the New Common Stock  representing  in
excess  of five percent of the outstanding shares of the New Common
Stock.   If holders of significant numbers of shares of New  Common
Stock were to act as a group, such holders may be in a position  to
control  the  outcome  of actions requiring  stockholder  approval,
including  the  election  of  directors.   This  concentration   of
ownership  could also facilitate or hinder a negotiated  change  of
control of Reorganized Wireless and, consequently, impact upon  the
value of the New Common Stock.

      Further,  the possibility that one or more of the holders  of
significant numbers of shares of New Common Stock may determine  to
sell all or a large portion of their shares of New Common Stock  in
a short period of time may adversely affect the market price of the
New Common Stock.

      Year  2000 Compliance - The year 2000 computer issue concerns
the  ability  of  computer systems and other  equipment  containing
embedded microchip technology to distinguish the year 2000 from the
year  1900.  Many experts fear that this programming problem  could
render  computer systems and such other equipment around the  globe
inoperable.   The potential year 2000 risks to the Company  include
disruptions  or  failures  within  the  Company's  operations   and
products,  as  well as within the operations and  products  of  its
suppliers and other key business partners.  Because of the indirect
effect  of third parties, an accurate assessment and prediction  of
the impact of the year 2000 issue on the Company is difficult.

Risks Associated with the Company's Chapter 11 Proceeding

      General -  The Company's ability to emerge from bankruptcy is
subject to a number of risks, certain of which are described below.
There  can  be no assurance that the Company will emerge  from  the
Chapter  11  proceeding pursuant to the Plan or otherwise.   Before
the Company can emerge from its Chapter 11 proceeding in accordance
with the Plan among other things, the Bankruptcy Court must approve
the  Disclosure  Statement, the Company  must  solicit  votes  from
certain  creditors and equity security holders and  the  Bankruptcy
Court  must confirm the Plan, which it may do only if a  number  of
statutory requirements have been met.  See "- Chapter 11 Bankruptcy
Proceeding  - Approval of the Disclosure Statement and Confirmation
of  the Plan."  There can be no assurance that the Bankruptcy Court
will  approve the Disclosure Statement or confirm the Plan or  that
the Disclosure Statement and the Plan will not be modified prior to
approval or confirmation.

      Dependence on Future Asset Sales and/or Additional  Financing
-    The  Plan  assumes  that, in order to repay  the  Postpetition
Financing and successfully emerge from bankruptcy, the Company will
require  additional cash that will be obtained through asset  sales
or additional financing.  Although the Company is actively pursuing
certain asset sales and financing transactions and has entered into
a  letter  of intent with a prospective purchaser of its  hard-wire
cable  system  in Huntsville, Alabama, the Company has  no  binding
agreements  providing for such sales or financing.  Any such  sales
or  financings  must  be  on  terms reasonably  acceptable  to  the
Unofficial Noteholders' Committee and MLGAF to the extent  required
by  the terms of the Postpetition Financing and would be subject to
Bankruptcy  Court  approval.  There can be no  assurance  that  the
Company will be able to find additional financing or dispose of its
assets at a fair price or raise sufficient funds through such asset
dispositions to permit it to pay off the Postpetition Financing and
to  fund  ongoing working capital requirements upon  emerging  from
bankruptcy.

     In addition to the repayment of the Postpetition Financing and
funding  the  Company's current working capital  requirements,  the
Company's   business  plan  assumes  that,  after  emergence   from
bankruptcy,   Reorganized  Wireless  will  require  one   or   more
substantial  investments to finance projected capital  expenditures
and  operating  expenses for system development.  These  activities
may be financed in whole or in part by Reorganized Wireless through
debt  or  equity financing, secured or unsecured credit facilities,
joint  ventures, or other arrangements.  There are  no  assurances,
however,  that  the financing necessary to fund the  business  plan
will  be available on satisfactory terms and conditions, if at all.
Additional debt could result in a substantial portion of  the  cash
flow of Reorganized Wireless from operations being dedicated to the
payment  of  principal  and interest on such indebtedness  and  may
render   Reorganized  Wireless  more  vulnerable   to   competitive
pressures and economic downturns.  The failure to obtain additional
financing could adversely effect the growth of Reorganized Wireless
and  its  ability  to  compete  successfully  in  the  subscription
television and Internet service industries.

      Going Concern Qualification of Independent Auditors' Report -
The  Independent  Auditors' Report of  KPMG  Peat  Marwick  on  the
financial  statements included in this Annual Report, contains  the
following  statement:   "The  accompanying  consolidated  financial
statements  and  financial statement schedule  have  been  prepared
assuming  that  the Company will continue as a going  concern.   As
discussed  in Note 2 to the Consolidated Financial Statements,  the
Company  commenced a voluntary proceeding under Chapter 11  of  the
United States Bankruptcy Code which raises substantial doubt  about
its ability to continue as a going concern.  Management's plans  in
regard  to  these  matters  are also  described  in  Note  2.   The
Consolidated Financial Statements and Financial Statements schedule
do  not include any adjustments that might result on the outcome of
these  uncertainties."  If the Company is unable to continue  as  a
going  concern  and  is  forced to liquidate  assets  to  meet  its
obligations,  the Company may not be able to recover  the  recorded
amount of such assets.

      FCC  Approval; Transfer of Control Applications - The FCC  is
required  to grant prior approval of any assignment or transfer  of
control involving an entity that holds an FCC license.  As a result
of the Plan, the Company will be required to obtain FCC approval of
the  transfer  of  control  of the BTA authorizations  and  channel
licenses held directly or indirectly by Wireless to the holders  of
the New Common Stock.

      The  Company shortly will file the applications for the FCC's
consent to such transfer of control (the "FCC Applications").  Once
the  FCC Applications have been accepted for filing by the FCC  and
notice  of  the proposed transfer has been published in  the  FCC's
public  notices,  there  is  a 30-day  period,  during  which  time
interested  parties may file comments on or petitions to  deny  the
FCC  Applications.   During  the approval  process,  the  FCC  will
examine  the  FCC  Applications to determine, among  other  things,
whether the prospective owners of five percent (5%) or more of  the
voting securities of Reorganized Wireless are qualified to hold  an
attributable interest in, or control, the authorizations at  issue.
During  this  process,  the FCC will place particular  emphasis  on
determining the existence of any issues relating to alien ownership
and  cable  cross-ownership  by any person  or  entity  holding  an
attributable interest.  Generally, transfer of control applications
are  granted within two to three months of filing.  Because of  the
inherent uncertainties in the application process (e.g. a challenge
to  the  FCC  Applications and composition of ownership  of  voting
securities),  there can be no assurance that the  FCC  Applications
will  be granted within two to three months of their filing  or  at
all.

      BTA Authorizations; Repayment of Bidding Credit and BTA Notes
- The Company and its subsidiaries acquired, or have obligations to
acquire,  authorizations  for 70 BTAs in  the  FCC's  auction  that
concluded  in March 1996 at a cost of approximately $37.2  million,
including  the  Bidding Credit discussed below.  (The  Company  was
also  the  winning bidder in auctions for two additional BTAs,  the
authorizations for which have not yet been issued.   The  aggregate
bid  amount was approximately $640,000 for such additional BTAs and
the  Company received a Bidding Credit equal to $96,400.)   In  the
auction, the Company qualified as a "designated entity" because  it
was  a  "small  business"  under  the  FCC's  regulations.   As   a
designated  entity,  the  Company was entitled  to  (a)  receive  a
bidding credit ("Bidding Credit") of 15% of the total cost  of  the
BTAs,  and  (b)  finance  the payment for the  BTAs  under  10-year
installment  promissory  notes with 8.6% to  9.5%  annual  interest
rates   (the   "BTA   Notes").   The  total  Bidding   Credit   was
approximately $5.6 million.  In the event that Reorganized Wireless
ceases to qualify as a small business, the FCC may require that one
or  more  of the subsidiaries of Reorganized Wireless (a) reimburse
the  FCC for up to 75% of the Bidding Credit plus interest, and (b)
make  full  payment  of all unpaid principal and  interest  accrued
under the BTA Notes as of the date of the transfer of control.

      Applicable  FCC  regulations define a small  business  as  an
entity  that together with its affiliates has average annual  gross
revenues that are not more than $40 million for the preceding three
calendar  years, excluding increases in gross revenues that  result
from   operations,  business  development  and  expanded   service.
Pursuant  to  the  regulations, an entity would  be  considered  an
"affiliate"   of  Reorganized  Wireless  if  it  (a)  directly   or
indirectly  controls  or  has  the  power  to  control  Reorganized
Wireless,  (b) is directly or indirectly controlled by  Reorganized
Wireless, (c) is directly or indirectly controlled by a third party
or  parties  that  also  controls  or  has  the  power  to  control
Reorganized  Wireless,  or  (d) has an identity  of  interest  with
Reorganized  Wireless that is sufficient to constitute  affirmative
or  negative control.  In determining the issue of control, the FCC
will examine, among other things, the ownership of voting stock and
other  securities (50% of voting securities is deemed to constitute
control), occupancy of director, officer or key employee positions,
contractual   relationships  such  as  voting  trusts   or   voting
agreements and the identity of interests between and among persons,
such  as  members  of  the  same family  and  persons  with  common
investments.   If  an  entity is deemed to  be  an  "affiliate"  of
Reorganized  Wireless, the average annual gross  revenues  of  such
entity  will be aggregated with those of the Company in determining
whether the $40 million threshold is exceeded.

     The Company currently expects that ownership of the New Common
Stock  will be dispersed among a sufficient number of separate  and
independent entities to prevent any one or more entities from being
deemed  to  "control" Reorganized Wireless under  FCC  regulations.
Additionally, although the Plan contemplates that the initial Board
of  Directors  of  Reorganized Wireless  will  be  subject  to  the
approval  of the Unofficial Noteholders' Committee and MLGAF,  such
persons   are  expected  to  be  unaffiliated  with  one   another.
Subsequent members of the Board of Directors will be elected by all
stockholders  at annual meetings and day to day operations  of  the
business  will  be run by the existing management of  the  Company.
Accordingly, the Company does not believe that it will be  required
to  aggregate the revenues of any purported "affiliate."   However,
the  Company  is  unable  to predict with  absolute  certainty  the
composition of the ownership of the New Common Stock at the time of
filing  the  FCC Applications or thereafter and accordingly,  there
can  be  no  assurance that one or more subsidiaries of Reorganized
Wireless will not be required to refund a significant amount of its
Bidding Credit and pay in full the BTA Notes.

      Lack of Established Market for New Common Stock - Pursuant to
the  Plan, approximately 96% of the New Common Stock will be issued
to  holders  of  Old  Senior Notes, some  of  whom  may  prefer  to
liquidate  their investment rather than to hold it on  a  long-term
basis.   There  is currently no trading market for the  New  Common
Stock  (such  as the Nasdaq Stock Market or a national or  regional
stock  exchange) nor is it known whether or when one would develop.
Further,  there  can  be  no  assurance  to  the  degree  of  price
volatility in any such particular market.  While the Plan as  filed
was based on an assumed reorganization value of $12.84 per share of
New Common Stock, such valuation is not an estimate of the price at
which  the  New Common Stock may trade in the market.  The  Company
has  not attempted to make any such estimate in connection with the
development  of  the Plan.  No assurance can be  given  as  to  the
market prices that will prevail following Confirmation.

      Dividend  Policies - Reorganized Wireless does not anticipate
paying  any  dividends on the New Common Stock in  the  foreseeable
future.   In  addition,  the  covenants  in  any  future  financing
facility to which Reorganized Wireless may be a party may limit the
ability   of  Reorganized  Wireless  to  pay  dividends.    Certain
institutional  investors may only invest in dividend-paying  equity
securities  or  may  operate  under other  restrictions  which  may
prohibit or limit their ability to invest in New Common Stock.

     Preferred Stock; Certain Provisions of the Charter and By-laws
and the DGCL - The Charter of Reorganized Wireless will provide for
"blank  check"  authorization for the issuance of Preferred  Stock.
Until  such  time (if any) as the Board of Directors of Reorganized
Wireless   determines  that  Reorganized  Wireless   should   issue
Preferred  Stock  and  establishes the  respective  rights  of  the
holders of one or more series thereof, it is not possible to  state
the  actual effect of authorization of the Preferred Stock upon the
right of holders of New Common Stock.  The effects of such issuance
could  include,  however:  (i) reduction  of  the  amount  of  cash
otherwise available for payment of dividends on New Common Stock if
dividends   are   also  payable  on  the  Preferred   Stock,   (ii)
restrictions on dividends on New Common Stock if dividends  on  the
Preferred Stock are in arrears, (iii) dilution of the voting  power
of  New  Common  Stock (if the Preferred Stock  has  voting  rights
(including, without limitation, votes pertaining to the removal  of
directors)  and  (iv) restriction of the rights of holders  of  New
Common  Stock  to share in the assets of Reorganized Wireless  upon
liquidation  until  satisfaction  of  any  liquidation   preference
granted to the holders of Preferred Stock.  In addition, so  called
"blank check" preferred stock may be viewed as having possible anti-
takeover  effects, if it were used to make a third party's  attempt
to  gain  control  of  Reorganized Wireless  more  difficult,  time
consuming or costly.

      The  Charter and by-laws of Reorganized Wireless and the DGCL
contain provisions which may have the effect of delaying, deterring
or preventing a future takeover or change in control of Reorganized
Wireless  unless such takeover or change in control is approved  by
the  Board  of Directors of Reorganized Wireless.  Such  provisions
may  also  render  the  removal of directors  and  management  more
difficult.   The  Charter  and by-laws  provide  for,  among  other
things,  removal  of  directors  with  or  without  cause  by   the
affirmative  vote of the holders of a majority of the voting  power
of  the  then  outstanding  voting  capital  stock  of  Reorganized
Wireless, voting together as a single class, exclusive authority of
the  Board of Directors to fill vacancies on the Board of Directors
(other  than  in  certain limited circumstances),  certain  advance
notice  requirements for stockholder nominations of candidates  for
election  to  the Board of Directors and certain other  stockholder
proposals,  restrictions  on who may  call  a  special  meeting  of
stockholders  and  a prohibition on stockholder action  by  written
consent.   Amendments to certain provisions in the Charter  require
the  affirmative vote of the holders of at least 80% of  the  total
votes  eligible  to  be cast in the election of  directors,  voting
together  as  a  single class.  The DGCL also  contains  provisions
preventing   certain   stockholders  from  engaging   in   business
combinations  with  the Reorganized Wireless,  subject  to  certain
exceptions.


Item 2.   Properties

      The  Company leases approximately 32,000 square feet for  its
administrative and regional offices in Jackson, Mississippi,  which
leases  expire  between March 1, 2001 and  January  1,  2002.   The
Company pays approximately $435,000  per year for such space.   The
Company  may  purchase or lease additional office  space  in  other
locations when it launches additional Internet-focused systems.  In
addition  to  office  space,  the  Company  also  leases  space  on
transmission  towers located in its various markets.   The  Company
believes  that  office  space and space on transmission  towers  is
readily available on acceptable terms in each of its Markets.

      The  Company  owns certain trademarks; however,  the  Company
believes  that  its business is not materially dependent  upon  its
ownership of any single trademark or group of trademarks.


Item 3.   Legal Proceedings

      On  February  11,  1999, the Company  commenced  a  voluntary
proceeding  under  Chapter  11  of  the  Bankruptcy  Code  in   the
Bankruptcy  Court.  On March 15, 1999, the Company filed  its  Plan
and  Disclosure Statement.  A hearing is currently scheduled to  be
held  on  May  25, 1999 to consider the adequacy of the information
contained  in  the Disclosure Statement.  See Item 1.  "Chapter  11
Bankruptcy  Proceeding," for a more complete  description  of  this
proceeding and the Plan.


Item 4.   Submission of Matters to a Vote of Security Holders

     Not Applicable


                              PART II

Item 5.   Market for Registrant's Common Equity and Related Matters
     
     The  following table sets forth the high and low  closing  bid
prices  of  the  common stock as reported by  the  NASDAQ  National
Market through October 21, 1998 and by the OTC Bulletin Board  from
and after October 22, 1998.

                                        
                                        
                                        MARKET PRICE
                                   
          FISCAL PERIOD                 HIGH      LOW
          -------------                 ---------------
          1997:
          First Quarter                 $ 7       $ 2 5/8
          Second Quarter                $ 4       $ 2 1/2
          Third Quarter                 $ 3 7/8   $ 2 1/16
          Fourth Quarter                $ 3 7/8   $ 2

          1998:
          First Quarter                 $ 2 1/8   $ 2/3      
          Second Quarter                $ 1 5/8   $ 1     
          Third Quarter                 $ 1 1/8   $ 1/2
          Fourth Quarter                $   4/7   $ 1/8

          1999:
          First Quarter                 $ 15/16   $ 1/6  
                                             
                                             
                                               
                                             
                                        
                                        
                                        
                                        

      The Company has never declared or paid any cash dividends  on
the  common  stock  and  does  not presently  intend  to  pay  cash
dividends  on  the  common  stock in the foreseeable  future.   The
Company intends to retain future earnings for reinvestment  in  its
business.   In  addition, the Company's ability to declare  or  pay
cash  dividends is affected by the ability of the Company's present
and  future subsidiaries to declare and pay dividends or  otherwise
transfer  funds  to  the Company because the Company  conducts  its
operations entirely through its subsidiaries.

      Certain  agreements  related to  the  Company's  indebtedness
significantly  restrict the Company's ability to pay  dividends  on
the  common stock.  Future loan facilities, if any, obtained by the
Company or its subsidiaries may prohibit or restrict the payment of
dividends or other distributions by the Company to its stockholders
and  the  payment  of  dividends  or  other  distributions  by  the
Company's   subsidiaries   to  the  Company.    Subject   to   such
limitations, the payment of cash dividends on the common stock will
be  within  the discretion of the Company's Board of Directors  and
will depend upon the earnings of the Company, the Company's capital
requirements,  applicable  corporate  law  requirements  and  other
factors  that  are  considered relevant by the Company's  Board  of
Directors.

     At March 31, 1999, there were approximately 238 record holders
of the Company's common stock.


Item 6.   Selected Financial Data

The  selected  consolidated  financial  data  presented  below  are
derived  from the consolidated financial statements of the  Company
and  its  subsidiaries.  The consolidated financial statements  for
the  years  ended  December 31, 1996, 1997 and 1998,  are  included
elsewhere in this Form 10-K.  The financial statements for the year
ended  December  31,  1995  reflect the operating  results  of  the
Company  for  the period from January 1, 1995 through  October  18,
1995  and  the  combined  results of the  Company  and  the  assets
acquired  in  October 1995 from Heartland Wireless  Communications,
Inc.  for  the  period from October 19, 1995 through  December  31,
1995.   The  financial statements for the year ended  December  31,
1996  reflect the operating results of the Company for  the  period
from January 1, 1996 through July 28, 1996 and the combined results
of  the  Company and TruVision for the period from  July  29,  1996
through  December  31, 1996.  This selected consolidated  financial
data  should  be read in conjunction with "Management's  Discussion
and  Analysis of Financial Condition and Results of Operations" and
the  financial  statements, the related notes and  the  independent
auditors'  report,  which  contains an explanatory  paragraph  that
states  that  the Company's commencement of a voluntary  proceeding
under  Chapter  11 of the Bankruptcy Code raises substantial  doubt
about  the  Company's  ability  to continue  as  a  going  concern,
appearing  elsewhere in this document.  The consolidated  financial
statements  do not include any adjustments that might  result  from
the outcome of this uncertainty.

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                        --------------------------------------------------------------------------
                                                            1994           1995           1996            1997            1998
                                                        ------------   ------------   -------------   -------------   ------------
<S>                                                     <C>           <C>            <C>             <C>             <C>
STATEMENT OF OPERATIONS DATA:
Total revenues                                          $   399,319   $  1,410,318   $  11,364,828   $  34,580,464   $  38,737,367
Operating expenses:                                                              
  Systems operations                                        274,886        841,819       8,416,134      23,398,304      25,489,657
  Selling, general and administrative expenses            1,800,720      4,431,839      15,559,156      28,317,852      25,405,295
  Depreciation and amortization                             413,824      1,783,066      11,625,507      35,741,301      40,377,539
  Impairment of long-lived assets                               ---            ---             ---             ---      26,270,196
                                                        -----------   ------------   -------------   -------------   -------------
Total operating expenses                                  2,489,430      7,056,724      35,600,797      87,457,457     117,542,687
                                                        --------------------------------------------------------------------------
Operating loss                                           (2,090,111)    (5,646,406)    (24,235,969)    (52,876,993)    (78,805,320)
Interest expense and  other, net                           (171,702)    (2,046,068)    (20,134,426)    (37,562,848)    (44,660,182)
                                                        --------------------------------------------------------------------------
Loss before income taxes                                 (2,261,813)    (7,692,474)    (44,370,395)    (90,439,841)   (123,465,502)
Income tax benefit                                                -              -       4,700,000       1,300,000       5,200,000
                                                        --------------------------------------------------------------------------
Net loss                                                $(2,261,813)  $ (7,692,474)  $ (39,670,395)  $ (89,139,841)  $(118,265,502)
Preferred stock dividends and discount accretion                  -       (786,389)              -               -               -
                                                        --------------------------------------------------------------------------
Net loss applicable to common stock                     $(2,261,813)  $ (8,478,863)  $ (39,670,395)  $ (89,139,841)  $(118,265,502)
                                                        ==========================================================================
Basic and diluted loss per common share                 $     (1.21)  $      (2.02)  $       (2.65)  $       (5.26)  $       (6.99)
                                                        ==========================================================================
Basic and diluted weighted average common
  shares outstanding                                      1,863,512      4,187,736      14,961,934      16,940,374      16,910,064
                                                        ==========================================================================
         

</TABLE>
<TABLE>
<CAPTION>
                                                                             December 31,
                                                                   
                                              -------------------------------------------------------------------------------  
                                                 1994             1995            1996              1997            1998
                                              -------------    ------------    ------------     ------------    -------------
<S>                                           <C>              <C>             <C>              <C>             <C>
BALANCE SHEET DATA:                           
Working capital                               $  (1,537,244)   $122,084,511(1) $106,676,500(1)  $ 24,880,046(1) $ (23,513,679)
Total assets                                      8,914,224     213,799,874     395,609,362      317,587,198      227,193,588
Current portion of long-term debt                 1,457,295         376,780       3,169,383          871,408        2,542,956
Senior secured notes payable                            ---             ---             ---              ---       12,500,000
Long-term debt                                    2,839,602     150,871,267     299,909,221      317,529,032      336,287,418
Deferred taxes                                            -               -       6,500,000        5,200,000                -
Total stockholders' equity (deficit)              4,343,713      55,649,687      70,666,682      (18,986,021)    (137,251,523)

</TABLE>

(1)  Includes    approximately   $17,637,839,    $18,149,180    and
     $19,258,789 of funds held in escrow at December 31, 1995, 1996
     and  1997, respectively, to be used to pay interest due on the
     Company's 13% Senior Notes due 2003.


Item   7.    Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations

     The Company is not exposed to material future earnings or cash
flow fluctuations from changes in interest rates on long-term debt.
The  majority of the Company's long-term debt bears fixed  interest
rates.   To  date, the Company has not entered into any  derivative
financial instruments to manage interest rate risk and is currently
not evaluating the future use of any such financial instruments.

     The  following  discussion should be read in conjunction  with
the  financial  statements (including the notes  thereto)  included
elsewhere  in  this  Annual  Report  and  pertain  solely  to   the
historical financial statements contained herein.

      On  July  29,  1996,  the Company merged  with  TruVision  in
exchange  for  approximately 3.4 million shares  of  the  Company's
common stock.  As a result, the results of operations for the  year
ended  December  31,  1996 includes the operating  results  of  the
Company  for the period from January 1, 1996 through July 28,  1996
and  the  combined operating results of the Company  and  TruVision
from   July  29,  1996  to  December  31,  1996.   Period-to-period
comparisons  of the Company's financial results are not necessarily
meaningful and should not be relied upon as an indication of future
performance due to the acquisition of TruVision and the development
of  the  Company's business and system launches during the  periods
presented.

Overview

     Since  its  inception, the Company has significantly increased
its  Operating  Systems and number of subscribers. This  controlled
growth  has  been  achieved  from internal  expansion  and  through
acquisitions  and  mergers.  The Company has sustained  substantial
net  losses, primarily due to fixed operating costs associated with
the  development of its systems and products, interest expense  and
charges for depreciation and amortization.

      Historically, the Company's principal business has  been  the
operation  of wireless cable systems which provide, as of  December
31,  1998, television programming service to approximately  101,000
subscribers in 39 Operating Markets. These markets have an  average
of  27  cable  television  programming  channels,  including  local
broadcast  programming. The Company also offers up to 185  channels
of  DBS  programming from DIRECTV in many of its Operating  Markets
under  cooperative  marketing  agreements  with  DIRECTV  and   its
distributors.    As  of  December  31,  1998,   the   Company   had
approximately  3,700  DBS  subscribers.   In  addition  to  its  39
Operating Markets, the Company owns the BTA authorization from  the
FCC, or otherwise has aggregated wireless cable channel rights,  in
41  Non-Operating  Markets, also located primarily  throughout  the
southeastern  United States (including 13 such Markets  located  in
North Carolina and held by an entity in which the company has a 50%
interest).

      While  the  Company is continuing its business as a  wireless
cable operator and will continue to exploit its DIRECTV agreements,
during  1998 the Company redirected its primary long-term  business
strategy to expand the use of its spectrum through the delivery  of
BWA  services  such  as  two-way high-speed Internet  access,  data
transmission and IP telephony services, and the Company has devoted
substantial resources in 1997 and 1998 to the development of  these
services and products. The Company's initial BWA product, developed
and  engineered over the past approximately two and one-half years,
is  a  high-speed,  two-way Internet access and  data  transmission
product  which it is marketing under the name "WarpOneSM". In  1998
the  Company  introduced Warp OneSM in Jackson, Mississippi,  Baton
Rouge, Louisiana, and Memphis, Tennessee as test markets.

      In  March  1998,  the  Company retained  BT  Alex.  Brown  as
financial advisors to review its business operations, including its
immediate working capital needs.  With the assistance of  BT  Alex.
Brown  and  other  professionals, the Company  began  a  number  of
initiatives   to   improve  cash  flow  and  liquidity,   including
curtailing  or  delaying its plans to expand into new Non-Operating
Markets,  instead concentrating on the maintenance of its  existing
39  Markets.  During January 1999, the Company also consolidated 10
field  offices  and further reduced its workforce by  approximately
20%.

     In September 1998, the Company entered into the Senior Secured
Facility with MLGAF to fund ongoing operations.  As of February 11,
1999, the Company had borrowed $13.5 million in aggregate principal
amount under such facility.

      In  January  1999  the  Company began negotiations  with  the
Unofficial  Noteholders Committee regarding restructuring  the  Old
Senior Notes through a prenegotiated plan of reorganization.  After
extensive  negotiations with the Unofficial  Noteholders  Committee
and other holders of the Old Senior Notes, the parties entered into
the Bondholders Agreement, which provides for the material terms of
a  restructuring of the Company.  On February 11, 1999 the  Company
filed the Bankruptcy Case.

     Following commencement of the Bankruptcy Case, the Company has
continued  to  operate its business as a debtor in possession  with
the  protection and supervision of the Bankruptcy Court in a manner
intended  to  minimize  the impact of the Bankruptcy  Case  on  the
Company's  day-to-day  activities.  See "-  Liquidity  and  Capital
Resources" for a description of certain financing obtained  by  the
Company  since the filing of the Bankruptcy Case and a  summary  of
the terms of the Plan.

      The  Company  does not anticipate being able to generate  net
income  for  the foreseeable future and there can be  no  assurance
that  other factors, such as, but not limited to, general  economic
conditions  and  economic conditions prevailing  in  the  Company's
industry,   its   inability  to  raise  additional   financing   or
disruptions in its operations, will not result in further delays in
operating  on  a  profitable basis.  Net  losses  are  expected  to
continue  as the Company focuses its resources on the marketing  of
its  DIRECTV  MDU  and SFU products, development  of  its  Internet
access product and as additional systems are commenced or acquired.
See "- Liquidity and Capital Resources."

Year 1998 Compared to the Year 1997

     Revenues   -   The Company's revenues consist of monthly  fees
paid  by subscribers for the basic and premium programming services
and  box  rental and commissions from the DIRECTV agreements.   The
Company's revenues for 1998 were $38.7 million as compared to $34.6
million for 1997, an increase of $4.1 million or 12%.  The increase
in  revenue was primarily due to a 15% increase in the monthly rate
for  basic  programming  implemented in  March  1998,  as  well  as
installation charges, commissions and box rental, pursuant  to  the
DIRECTV  agreements.  These increases in revenue were offset  by  a
decrease in the number of subscribers.
     
     Systems  Operations  Expenses  -  Systems  operations  expense
includes  programming  costs, channel  lease  payments,  tower  and
transmitter  site  rentals,  and certain  repairs  and  maintenance
expenditures.   Programming costs and channel lease payments  (with
the  exception  of  minimum payments) are variable  expenses  which
increase   as   the  number  of  subscribers  increases.    Systems
operations expenses for 1998 were $25.5 million (66% of revenue) as
compared to $23.4 million (68% of revenue) for 1997, reflecting  an
increase  of  $2.1  million or 9%.  This increase  is  attributable
primarily to the launching of the new Internet systems in  Memphis,
Jackson, and Baton Rouge.

     Selling,  General  and Administrative  Expenses   -   Selling,
general  and administrative ("SG&A") expenses for 1998  were  $25.4
million (66% of revenue) compared to $28.3 million (82% of revenue)
for  1997,  a  decrease of $2.9 million or 10%.   The  Company  has
experienced decreasing SG&A expenses as a result of its de-emphasis
of  SFU  markets  and a refocusing on growth in  the  MDU  and  DTV
markets.

     The  Company believes such SG&A costs will not stabilize until
all  planned DIRECTV and Internet markets  are launched.   At  that
time,  administrative expenses should remain constant with  selling
and  general expense stabilizing when desired penetration rates are
achieved.   In order for such stabilization to occur, the Company's
anticipated schedule of system and product launches needs to be met
and  desired penetration rates need to be achieved.  The  Company's
ability  to  meet  its  currently anticipated  launch  schedule  is
dependent on numerous factors, including the ability of the Company
to achieve the necessary regulatory approvals for such systems in a
timely  manner  and  its  ability to finance  the  launch  of  such
systems.   Although  management  currently  expects  to  meet   the
anticipated systems and product launch schedule, there  can  be  no
assurance   that  such  schedule  will  be  met  or  the  necessary
penetration  rates will be achieved in such markets to provide  for
the stabilization of SG&A costs.
     
     Depreciation  and  Amortization Expense  -   Depreciation  and
amortization  expense  for  1998 was  $40.4  million  versus  $35.7
million for 1997, an increase of $4.7 million or 13%.  The increase
in  depreciation  expense during the period was due  to  additional
capital  expenditures related to the launch of new systems  in  the
third  and  fourth quarter of 1998.  In addition,  amortization  of
leased license costs increased due to new launches.

     Interest  Expense   -   Interest expense for  1998  was  $46.0
million  versus $41.8 million for 1997, an increase of $4.2 million
or  10%.  This increase in interest expense is due primarily to the
borrowings under the Senior Secured Facility.

      Impairment of Long-Lived Assets - Upon completion of its  new
business  plan, the Company reevaluated the carrying value  of  its
licenses  and  property and equipment in each of  its  markets  and
determined  that  the  undiscounted future cash  flows  of  certain
markets were not sufficient to support the carrying amounts.  As  a
result,  the  Company estimated the fair value of these  assets  by
discounting future cash flows considering other factors such as the
number   of   channels  held  in  each  market,  recent  comparable
transactions,  the number of households and estimated line-of-sight
coverage,  and specific market conditions.  Based on this analysis,
the Company recognized a loss in the amount of $26.3 million due to
impairment of its license and leased license investment in  twenty-
two of the Company's undeveloped markets.

      Although  at December 31, 1998, management does  not  believe
that  additional  impairments under SFAS 121  are  necessary,  upon
emergence  from bankruptcy, under SOP90-7, "Financial Reporting  by
Entities in Reorganization Under the Bankruptcy Code," the  Company
will  adjust the carrying value of its assets and liabilities based
upon  the final determination of its reorganization value  (a  fair
value  concept)  by a third party.  The amount of  such  additional
write-down is not currently estimable.

     Interest  Income  -  Interest income in 1998 was $1.1  million
versus  $4.7 million for 1997, a decrease of $3.6 million  or  77%.
This  decrease  in  interest income was due to a  decrease  in  the
amounts  of funds available for investment that resulted  from  the
net proceeds from the 1995 and 1996 Unit Offerings (each as defined
in  "Liquidity and Capital Resources") and the utilization of  cash
balances to build and develop new markets.

Year 1997 Compared to the Year 1996

     Revenues   -   The Company's revenues consist of monthly  fees
paid  by  subscribers  for the basic programming  package  and  for
premium  programming services.  The Company's subscription revenues
for  1997 were $34.6 million as compared to $11.4 million for 1996,
an increase of $23.2 million or 204%. This increase in revenues was
primarily due to the average number of subscribers increasing  from
40,420  to  98,720  subscribers  for  the  years  1996  and   1997,
respectively.   At  December  31,  1996,  the  Company  had  69,825
subscribers  versus 114,934 at December 31, 1997.  The increase  in
the  subscriber  base  was primarily attributable  to  same  system
growth during 1997 and the acquisition of TruVision in August 1996.

     Systems  Operations  Expenses  -  Systems  operations  expense
includes  programming  costs, channel  lease  payments,  tower  and
transmitter  site  rentals,  and certain  repairs  and  maintenance
expenditures.   Programming costs and channel lease payments  (with
the  exception  of  minimum payments) are variable  expenses  which
increase   as   the  number  of  subscribers  increases.    Systems
operations expenses for 1997 were $23.4 million (68% of revenue) as
compared  to $8.4 million (74% of revenue) for 1996, reflecting  an
increase  of  $15.0 million or 178%.  This increase is attributable
primarily  to the increase in the average number of subscribers  in
1997 compared to 1996 as outlined above.  As a percent of revenues,
systems operations expenses have decreased as more systems mature.

     Selling,  General  and Administrative  Expenses   -   Selling,
general  and administrative ("SG&A") expenses for 1997  were  $28.3
million  (82%  of  revenue)  compared to  $15.6  million  (137%  of
revenue)  for  1996,  an increase of $12.7  million  or  82%.   The
Company has experienced increasing SG&A expenses as a result of its
increased  wireless cable activities and associated  administrative
costs including costs related to opening, acquiring and maintaining
additional offices and compensation expense.  The increase  is  due
primarily   to  increases  in  personnel  costs,  advertising   and
marketing expenses, and other overhead expenses required to support
the  expansion  of  the  Company's operations.   As  a  percent  of
revenues, SG&A expenses have decreased as more systems mature.

     Depreciation  and  Amortization Expense  -   Depreciation  and
amortization  expense  for  1997 was  $35.7  million  versus  $11.6
million  for  1996,  an  increase of $24.1 million  or  207%.   The
increase  in  depreciation expense during the  period  was  due  to
additional  capital  expenditures related  to  the  launch  of  new
systems, the acquisition of additional Operating Systems in  August
1996 and increased depreciation of subscriber equipment due to  the
changing  of  the estimated useful life from five  to  four  years,
effective  January 1, 1997.  The impact of this change resulted  in
increased net loss and net loss per share of $3,493,000 and  $0.21,
respectively, for the year ended December 31, 1997.   In  addition,
amortization of leased license costs increased due to new  launches
and the acquisition of additional channel rights.

     Interest  Expense   -   Interest expense for  1997  was  $41.8
million versus $28.1 million for 1996, an increase of $13.7 million
or  49%.  This increase in interest expense is due primarily to the
issuance  of  the  1996 Senior Discount Notes in  August  1996  (as
defined in " Liquidity and Capital Resources").

     Interest  Income  -  Interest income in 1997 was $4.7  million
versus  $8.1 million for 1996, a decrease of $3.4 million  or  42%.
This  decrease  in  interest income was due to a  decrease  in  the
amounts  of funds available for investment that resulted  from  the
net proceeds from the 1995 and 1996 Unit Offerings (each as defined
in  "Liquidity and Capital Resources") and the utilization of  cash
balances to build and develop new markets.

Liquidity and Capital Resources

     The  wireless  cable  television and Internet  access  product
businesses are capital intensive.  The Company's operations require
substantial  amounts  of  capital  for  (i)  the  installation   of
equipment  at  subscribers'  premises,  (ii)  the  construction  of
transmission   and   headend  facilities  and   related   equipment
purchases,  (iii) the funding of start-up losses and other  working
capital  requirements,  (iv)  the  acquisition  of  wireless  cable
channel  rights  and  systems,  (v)  investments  in  vehicles  and
administrative  offices,  and  (vi) the  development,  testing  and
launch  of new products, such as WarpOneSM, the Company's  Internet
access product.  Since inception, the Company has expended funds to
lease  or  otherwise acquire channel rights in various markets,  to
construct   or   acquire   its  Operating  Systems,   to   commence
construction  of   Operating Systems in different  markets  and  to
finance initial operating losses.
     
     In order to finance the expansion of its Operating Systems and
the  launch  of  additional markets, in October 1995,  the  Company
completed  the initial public offering of 3,450,000 shares  of  its
common  stock (the "Common Stock  Offering").  The Company received
approximately $32.3 million in net proceeds from the  Common  Stock
Offering.   Concurrently,  the Company issued  150,000  units  (the
"1995  Unit  Offering")  consisting of the 1995  Senior  Notes  and
450,000  warrants to purchase an equal number of shares  of  common
stock at an exercise price of $11.55 per share.  The Company placed
approximately $53.2 million of the approximately $143.8 million  of
net  proceeds  realized from the sale of the units into  an  escrow
account  to cover the first three years' interest payments  on  the
1995  Senior Notes as required by terms of the indenture  governing
the 1995 Senior Notes.

     In  August  1996, the Company issued 239,252 units (the  "1996
Unit  Offering") consisting of the 1996 Senior Discount  Notes  and
239,252 warrants to purchase 544,059 shares of common stock  at  an
exercise  price  of $16.64 per share. The Company  received  $118.6
million  after expenses.  The proceeds were used to fund  marketing
of  the  Company's  new  DIRECTV MDU product,  development  of  the
Company's Internet product, the launch of new systems and expansion
of the Company's existing markets.

      In  August 1996, the Company was the high bidder for the  BTA
rights  in certain of its Markets.  The Company paid $29.7  million
for  these rights, of which $5.9 million was paid in cash  and  the
balance was financed with the FCC.

       On  September 4, 1998, the Company entered into  the  Senior
Secured  Facility  with MLGAF.  Prior to the  commencement  of  the
Bankruptcy  Case,  the  Company issued $13.5 million  in  aggregate
principal  amount of notes (the "Senior Secured Notes") under  that
facility  to  MLGAF.  The Senior Secured Facility bore interest  at
13% per annum and would have matured on April 15, 1999.  The Senior
Secured  Facility was secured by substantially all of the Company's
assets,  as  well as pledges of the stock of all of  the  Company's
direct  and indirect subsidiaries.  In connection with the issuance
of the Senior Secured Notes, the Company also issued to MLGAF seven-
year  detachable warrants to purchase up to 6% of the fully-diluted
common stock at an exercise price of $0.72 per share.  In order  to
obtain the Postpetition Financing (as discussed below), the Company
restated the Senior Secured Notes as postpetition obligations.

     For  the  year ended December 31, 1996, cash used in operating
activities was $22.1 million, consisting primarily of a net loss of
$39.7 million offset by an increase in accounts payable and accrued
expenses  of $3.3 million, an increase in receivables and  prepaids
of   $1.0   million,  a  decrease  in  deposits  of  $.9   million,
depreciation and amortization of $11.6 million, non-cash income  of
$5.7  million and non-cash expenses of $8.4 million.  For the  year
ended  December  31,  1996, cash used in investing  activities  was
$89.7  million,  consisting primarily of capital  expenditures  and
payments for licenses and organization costs of approximately $60.4
million  and $43.9 million, respectively.  In addition, the Company
received  proceeds  from  the maturities  of  securities  of  $17.3
million, and made investments and purchased other assets at a  cost
of  approximately  $2.8 million.  These investing  activities  were
principally related to the acquisition of equipment in  certain  of
the  Company's Operating Systems, as well as Non-Operating  Markets
and  certain  license  and  organization  costs  related  to  those
Markets.  For the year ended December 31, 1996, cash flows provided
by  financing activities were $106.0 million, consisting of  $120.6
million  in proceeds from the issuance of long-term debt  and  $.03
million  in proceeds from the issuance of common stock,  offset  by
$13.1  million in repayments of long-term debt and $1.6 million  in
payments for debt issue costs.

       For the year ended December 31, 1997, cash used in operating
activities was $38.4 million consisting primarily of a net loss  of
$89.1  million,  in  addition  to an increase  in  receivables  and
prepaid  expenses  of $2.9 million, a decrease in accounts  payable
and  accrued  expenses of $1.9 million, an increase in deposits  of
$.3  million, partially offset by depreciation and amortization  of
$35.7 million, and net non-cash expenses of $20.1 million.  For the
year ended December 31, 1997, cash used in investing activities was
$47.3  million,  consisting primarily of capital  expenditures  and
payments for licenses and organization costs of approximately $58.1
million  and $3.3  million, respectively.  In addition, the Company
received  proceeds  from  the maturities  of  securities  of  $18.3
million and made investments and purchased other assets at  a  cost
of  approximately  $4.2 million.  These investing  activities  were
principally related to the acquisition of equipment in  certain  of
the  Company's  Operating  Systems, as  well  as  in  Non-Operating
Markets,  and  certain license and organization  costs  related  to
those  Markets.  For the year ended December 31, 1997,  cash  flows
used  in  financing  activities were  $3.2  million  consisting  of
repayments of long-term debt.

       For the year ended December 31, 1998, cash used in operating
activities was $33.1 million consisting primarily of a net loss  of
$118.3  million  partially  offset by bad  debt  expenses  of  $1.6
million,  depreciation  and amortization (including  impairment  of
long-lived assets of $26.3 million) of $66.6 million, net change in
current  assets and liabilities of $0.4 million and other net  non-
cash  expenses of $23.6 million, plus non-cash deferred income  tax
benefit  of $5.2 million, and a gain on sale of investment of  $1.0
million.   For the year ended December 31, 1998, cash  provided  by
investing activities was $9.0 million consisting of the maturity of
securities  of  $19.7  million, sale of the Company's  interest  in
Telecorp  Holding, Corp., Inc. of $2.5 million, less $13.2  million
for  capital  expenditures  and  purchase  of  licenses  and  other
investments.  For the year ending December 31, 1998, cash  provided
by  financing activities was $9.7 million consisting of proceeds of
$12.5 million from the Senior Secured Notes less $2.8 million  used
for principal payments on long-term debt and debt issuance costs.

     As  described above (see "- Overview"), on February 11,  1999,
the  Company  announced that it had reached an agreement  with  the
Unofficial  Noteholders  Committee and other  holders  of  the  Old
Senior Notes regarding the financial reorganization of the Company.
Pursuant  to  the  Bondholders  Agreement,  the  Company  filed   a
voluntary  petition  for reorganization under  Chapter  11  of  the
Bankruptcy Code in the Bankruptcy Court (In re Wireless One,  Inc.,
Case   No.   99-295   (PJW))  on  February  11,  1999.    Following
commencement  of the Bankruptcy Case, the Company has continued  to
operate  its business as a debtor in possession with the protection
and  supervision  of the Bankruptcy Court in a manner  intended  to
minimize the impact of the Bankruptcy Case on the Company's day-to-
day activities. An immediate effect of the filing of the Bankruptcy
Case  was the imposition of the automatic stay under the Bankruptcy
Code  which,  with limited exceptions, enjoins the commencement  or
continuation of all litigation against the Company during  pendency
of the Bankruptcy Case.

     On   February   12,  1999,  the  Company  entered   into   the
Postpetition  Financing with MLGAF providing the  Company  with  an
aggregate  principal  amount of financing  of  approximately  $18.9
million.   The  Postpetition Financing includes (i) $13.5  million,
representing  the  outstanding principal amount  under  the  Senior
Secured  Facility, (ii) accrued interest under the  Senior  Secured
Facility,  (iii)  a  facility  fee of  $625,000  due  to  MLGAF  in
connection with the Senior Secured Facility and (iv) $4 million  in
additional financing provided by MLGAF.  Amounts outstanding  under
the  Postpetition Financing bear interest at 15% per annum, and the
Postpetition Financing will terminate on the earliest to  occur  of
(i) August 12, 1999 (the date which is the six-month anniversary of
the  date  of  the entry of an interim order), (ii)  the  date  the
Postpetition  Financing  note  has become  or  is  declared  to  be
immediately due and payable as a result of an Event of Default  (as
defined  in  the  Postpetition Financing), (iii) the  date  of  the
redemption  of  the Postpetition Financing note by the  Company  or
(iv)  the  Effective Date.  By means of the Postpetition Financing,
the Company's cash needs under its business plan are expected to be
met through mid-May 1999.

     On  March  15,  1999,  the  Company filed  the  Plan  and  the
Disclosure  Statement,  both of which  reflect  the  terms  of  the
Bondholders  Agreement.  The Plan provides  that  creditor  claims,
other  than certain officer and director indemnity claims  and  the
claims  of  holders  of the Old Senior Notes, will  be  unimpaired.
Pursuant  to the Plan, on the Effective Date, the Old Senior  Notes
and  equity interests of stockholders, and others, such  as  option
and warrant holders, will be cancelled and on the Effective Date or
as  soon as practicable thereafter, holders of common stock on  the
Record  Date will receive their ratable proportion of approximately
4%  of  (i)  9,950,000 of the 10,000,000 shares of the  New  Common
Stock  of Reorganized Wireless to be issued and outstanding  as  of
the  Effective  Date, and (ii) the New Warrants, which  are  5-year
warrants to purchase an aggregate of 1,235,000 shares of New Common
Stock  at  an  exercise  price  of $29.57  per  share,  subject  to
adjustment under certain circumstances.  All other equity interests
will  be  cancelled and the holders thereof will  not  receive  any
distribution in respect thereof.

      The Company is expected to continue to generate operating and
net  losses for at least the foreseeable future.  There can  be  no
assurance  that  the  Company will be able to  achieve  or  sustain
positive  net  income in the future.  As the Company  continues  to
develop  systems, operating cash flow from more mature  systems  is
expected to be partially or completely offset by negative operating
cash  flow  from less developed systems and from development  costs
associated  with establishing its new products and  its   Operating
Systems  in new markets.  This trend is expected to continue  until
the  Company  has a sufficiently large subscriber  base  to  absorb
operating  and development costs of recently launched systems.  The
Company's  ability  to  meet its currently  anticipated  video  and
Internet  launch  schedules and achieve  its  targeted  penetration
rates  and  subscriber  levels is dependent  on  numerous  factors,
including  the  Company's  ability  to  finance  new  launches  and
expansion  of  existing systems, its experience  with  its  DIRECTV
product  (which  remains  a  new  product  for  the  Company),  the
acceptance  and performance of its Internet access product  (a  new
product for the Company), the ability of the Company to achieve the
necessary  regulatory  approvals for anticipated  Internet  product
launches  in  a timely manner, and general economic and competitive
factors with respect to the wireless cable business, many of  which
are  beyond the Company's control.  There can be no assurance  that
the  Company  will be able to achieve the necessary  subscriber  or
revenue  levels to attain such operating cash flow  levels  at  any
time.

      There  can be no assurance that the Company will emerge  from
the  Chapter 11 proceeding, that the Company will be able to obtain
financing upon emergence from bankruptcy, or that the Company  will
generate   positive  operating  cash  flow  upon   emergence   from
bankruptcy.   These  factors  raise  substantial  doubt  about  the
Company's  ability to continue as a going concern.  If the  Company
is unable to continue as a going concern and is forced to liquidate
assets  to  meet its obligations, the Company may not  be  able  to
recover   the  recorded  amount  of  such  assets.   The  Company's
consolidated  financial statements do not include  any  adjustments
that might result from the outcome of these uncertainties.

     On October 21, 1998, a hearing panel authorized by the
National Association of Securities Dealers, Inc. issued a ruling
that the Company does not meet all of the financial standards of
the listing requirements of the Nasdaq National Market and that the
Company's common stock would therefore be delisted from the Nasdaq
National Market as of the close of business that day.  The
Company's common stock has traded on the OTC Bulletin Board under
its existing symbol "WIRL," effective October 22, 1998.

  Year 2000 Compliance

      The Year 2000 computer issue concerns the ability of computer
systems   and   other   equipment  containing  embedded   microchip
technology  to distinguish the year 2000 from the year 1900.   Many
experts  fear  that this programming problem could render  computer
systems and such other equipment around the globe inoperable.   The
potential  Year  2000 risks to the Company include  disruptions  or
failures within the Company's operations and products, as  well  as
within  the operations and products of its suppliers and other  key
business  partners.   Because  of  the  indirect  effect  of  third
parties, an accurate assessment and prediction of the impact of the
Year 2000 issue on the Company is difficult.

       The  Company is currently implementing plans to address both
the  internal  and  external Year 2000 issues.   Internally,  these
plans encompass an assessment of all major computer systems in  use
by  the  Company.  The Company has already completed a  significant
upgrade to Year 2000 compliant software and hardware in conjunction
with  its 1996 merger.  The Company currently anticipates  it  will
have assessed and remedied all critical areas of its own operations
by June 30, 1999, and that it will internally certify the readiness
of  these  critical  areas by June 30, 1999.   The  Company's  risk
assessment processes associated with critical suppliers  and  other
key    business   partners,   include   analyzing   responses    to
questionnaires  previously solicited and, if necessary,  performing
onsite interviews.  The Company is dependent upon the internal self-
assessments of key business partners regarding their own Year  2000
issues.   The  Company intends to develop contingency  plans  based
primarily  on  these  assessment results.   Despite  the  Company's
efforts  to identify and remedy its own internal Year 2000 problems
as  well  as those of critical third parties, no assurance  can  be
given  that  all  such  problems will be identified  or  adequately
remedied,  or  that Year 2000 problems within its own  systems  and
products  or within those of third parties will not have a material
adverse effect on the financial condition and results of operations
of the Company.
       
      The  following table is an estimate of timing for  assessment
and correction of Year 2000 issues:

<TABLE>
<CAPTION>

                                Est. Completion Date       Est. Certification Date
                                -------------------       ------------------------
<S>                             <C>                       <C>
Internal Assessment             Completed                 N/A

Internal Corrections            June 30, 1999             June 30, 1999

Internal Assessment             June 30, 1999             June 30, 1999

</TABLE>

      Costs  incurred  to date in addressing Year 2000  issues  are
approximately  $.1  million.   Based  on  current  assessment   and
correction projects the Company expects to spend approximately  $.3
million  in both incremental spending and re-deployed resources  to
resolve  Year  2000  issues.   As  the  Company's  assessment   and
correction  of Year 2000 issues continues these costs  may  change.
This  estimate  relates to internal issues  and  does  not  include
potential costs from claims resulting from the Company's failure to
effect  timely  implementation of corrective action  on  Year  2000
issues.   The Company's estimate is irrespective of the  impact  on
operations that may result from third party deficiencies.

      The Company does not expect any significant disruption to its
operations as a result of Year 2000 issues.  The Company is  taking
actions  it believes are necessary and appropriate to identify  and
resolve any, and all of these issues.  Because of the complexity of
Year  2000  issues,  and management's  reliance on  performance  by
third parties, the Company is not able to guarantee that all issues
will be assessed, identified or corrected in a timely or successful
manner.

      The  foregoing statements regarding the Company's  Year  2000
plans and related estimates of costs are forward looking statements
and  actual results will vary.  The Company's success in addressing
Year  2000 issues could be impacted by the severity of the problems
to  be  resolved  within  the Company, by  problems  affecting  its
suppliers  and  other key business partners, and by the  associated
costs.

Item  7A.   Quantitative and Qualitative Disclosures  about  Market
Risks

     The Company is not exposed to material future earnings or cash
flow fluctuations from changes in interest rates on long-term debt.
The  majority of the Company's long-term debt bears fixed  interest
rates.   To  date, the Company has not entered into any  derivative
financial instruments to manage interest rate risk and is currently
not evaluating the future use of any such financial statements.

Item 8.     Financial Statements and Supplementary Data

      The information required by Item 8 is set forth on pages  F-1
through  F-23  of this Form 10-K.  The Company is not  required  to
provide  the supplementary financial information required  by  Item
302 of Regulation S-K.

Item 9.   Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

     Not Applicable.


                             PART III

Item 10.   Directors and Executive Officers of the Registrant

Identification of Directors

      Certain of the Company's major stockholders, including  Chase
Manhattan  Capital  Corporation  ("CMCC"),  Chase  Venture  Capital
Associates, L.P. ("CVCA"), Baseball Partners and Heartland Wireless
Communications, Inc. ("Heartland"), are parties to a  stockholders'
agreement  with  respect  to  their shares  of  Common  Stock  (the
"Agreement").  Pursuant to the Agreement, these shareholders agreed
to vote their shares of Common Stock so that the Board will have up
to  nine  members,  up  to  three of whom  will  be  designated  by
Heartland  (at least one of whom must be independent  of  Heartland
and  the  Company), up to two of whom will be designated  by  CMCC,
Baseball Partners and CVCA (collectively, "Chase"), and one of whom
will  be  designated  by certain former stockholders  of  TruVision
Wireless,   Inc.   ("TruVision")  (collectively,   the   "TruVision
Stockholders").  The Board has traditionally nominated for election
to  the  Board those persons nominated by these stockholders.   The
remaining  directors  are designated by the  full  Board.   Of  the
current  directors,  Mr. Burkhalter serves as the  nominee  of  the
TruVision Stockholders, Mr. McHenry and Ms. Henderson serve as  the
nominees  of  Heartland and Mr. Chavkin serves as  the  nominee  of
Chase.   Mr.  Sternberg was originally nominated by  certain  other
stockholders  of the Company, including Mr. Sternberg,  who  was  a
party  to the Agreement prior to September 1996.  Messrs. Sternberg
and Yates now serve as nominees of the full Board.

     If the Company emerges from its bankruptcy proceeding pursuant
to  the Plan, the current directors will resign as of the Effective
Date  and will be replaced by the Board of Directors of Reorganized
Wireless.  Pursuant to the Plan, the Board of Reorganized  Wireless
will consist of seven members, one of which will be Mr. Burkhalter.
Selection of the remaining members will be subject to the  approval
of the Unofficial Noteholders Committee and MLGAF.

       The  following  paragraphs  set  forth  certain  information
concerning the Company's directors as of April 1, 1999.

<TABLE>
<CAPTION>

Directors                    Age       Position
---------                    ---       --------
<S>                          <C>       <C>
Hans J. Sternberg            63        Chairman of the Board
Henry M. Burkhalter          51        President and Chief Executive Officer
                                        of the Company and Director
Ernest D. Yates, Jr.         54        Executive  Vice  President and Chief
                                        Operations Officer and Director
Arnold J. Chavkin            47        Director
Marjean Henderson            48        Director
Carroll D. McHenry           55        Director

</TABLE>

      Hans  J. Sternberg has served as Chairman of the Board  since
the Company's founding in June 1995 and as Chairman of the Board of
Old  Wireless  One since its founding in late 1993.   He  has  also
served  as  the Chairman and Chief Executive Officer  of  Starmount
Life  Insurance  Company since 1983.  He  is  a  former  owner  and
President  and Chief Executive Officer of Maison Blanche Department
Stores, a department store chain.

      Henry M. Burkhalter became a director of the Company in April
1996  and  President of the Company and Vice Chairman of the  Board
upon  consummation of the Company's merger with TruVision  in  July
1996.  Mr. Burkhalter stepped down as Vice Chairman of the board in
connection with his appointment as Chief Executive Officer  of  the
Company in May 1997.  Mr. Burkhalter had been Chairman of the Board
of  Directors, President and Chief Executive Officer  of  TruVision
since  its incorporation in April 1994.  He has also served as  the
Chairman of Pacific Coast Paging, Inc. since 1990.

      Ernest  D.  Yates joined the Company on January 5,  1998,  as
Executive Vice President and Chief Operations Officer and Director.
Mr.  Yates's  entire  career  has  been  in  the  telecommunication
industry,  where  he has extensive experience in telecommunications
technology in traditional switching and networks, video,  wireless,
fiber  optics and advanced data networks and services.   Mr.  Yates
most recently served as Executive Vice President of Operations  for
Electric Lightwave, a Competitive Local Exchange Carrier located in
Vancouver,  Washington.   Mr. Yates has held  executive  management
positions   with  Southwestern  Bell  Corporation,  a   Texas-based
Regional Bell Operating Company.

      Arnold  L. Chavkin became a director of the Company in  April
1996.   He  has  been a General Partner of Chase  Capital  Partners
("CCP")  since  January 1992 and has served  as  the  President  of
Chemical  Investments, Inc. since March 1991.   Mr.  Chavkin  is  a
director   of    American  Tower  Corporation,  Encore  Acquisition
Partners,  Inc., Centennial Security, R&B Falcon Corporation,  SMG,
Inc., Triton Communications and U.S. Silica Company.

      Marjean Henderson became a director of the Company in October
1998.  She  has  been  Senior Vice President  and  Chief  Financial
Officer  of Heartland since August 1997.  From April 1996 to  April
1997,  Ms.  Henderson  served as Senior Vice  President  and  Chief
Financial  Officer for Panda Energy International, Inc.,  a  global
energy  concern.  From December 1993 to October 1995, Ms. Henderson
served  as  Senior Vice President and Chief Financial  Officer  for
Nest  Entertainment, Inc., a home video and movies  concern.   From
October  1987  to  December  1993, Ms.  Henderson  served  as  Vice
President,   Chief   Financial  Officer  and  Treasurer   for   RCL
Enterprises,  the  Lyons  Group,  Lyrick  Studios  and   Big   Feet
Productions.

      Carroll D. McHenry became a director of the Company  in  July
1997.   Mr.  McHenry  is the Chairman of the Board,  President  and
Chief Executive Officer of Heartland.   Mr. McHenry was formerly  a
senior executive at Alltel, Inc., a national communications holding
company  ("Alltel"), most recently serving as President of Alltel's
Communications  Service Group, and serving as President  of  Alltel
Mobile  Communications, Inc.  from July  1992  to  May  1995.   Mr.
McHenry also serves as a director of CS Wireless Systems, Inc.

     On December 4, 1998 Heartland filed a voluntary pre-negotiated
Plan of Reorganization and Disclosure Statement under Chapter 11 of
the  Bankruptcy  Code.   On January 19, 1999 the  Bankruptcy  Court
approved  its  Disclosure Statement and  on  March  15,  1999,  the
Bankruptcy  Court  confirmed Heartland's  Plan  of  Reorganization,
effective  April  1,  1999.   Ms. Henderson  and  Mr.  McHenry  are
executive officers of Heartland.

                         _________________

      During  1998,  the  Board  held 12 meetings.   Each  director
attended  at  least 75% of the aggregate number  of  meetings  held
during 1998 of the Board and committees of which he was a member.

       The   Board   maintains  standing  Audit  and   Compensation
Committees.  The Audit Committee, which met twice in 1998, oversees
the  activities  of  the Company's independent auditors,  including
approving  the  scope  of  the  annual  audit  activities  of   the
independent  auditors, and reviews audit results and  the  internal
audit  controls of the Company.  The current members of  the  Audit
Committee  are  Ms.  Henderson and Mr. Chavkin.   The  Compensation
Committee,   which  met  once  in  1998  is  authorized   to   make
recommendations  to  the  Board with respect  to  general  employee
benefit  levels,  determine the compensation and  benefits  of  the
Company's  executive  officers and administer the  Company's  stock
option  plans.   Mr. McHenry is currently the sole  member  of  the
Compensation  Committee.  The Company does not  have  a  nominating
committee.

Compensation of Directors

      Each  non-employee director receives an annual fee of $5,000,
plus  $500  for  each Board meeting attended.   All  directors  are
reimbursed  for  reasonable  out-of-pocket  expenses  incurred   in
attending  Board  and committee meetings.  In addition,  each  non-
employee  Director (an "Eligible Director") is eligible to  receive
stock  options  under  the  Company's 1996 Non-Employee  Directors'
Stock  Option  Plan  (the  "Directors'  Plan").  Pursuant  to   the
Directors' Plan, each director who is an Eligible Director on  each
November 15 will also be granted on the following January 1 options
to  purchase  an  additional 2,000 shares  of  Common  Stock.   The
Company  granted options to purchase 4,000 shares of  Common  Stock
(excluding options that were granted but subsequently forfeited) to
non-employee directors under the Directors' Plan during 1998.

Identification of Executive Officers

      The following table sets forth the names, ages, and positions
as  of  April  1,  1999  with respect to  the  Company's  executive
officers.  For a description of the business experience of  Messrs.
Burkhalter and Yates, see "- Identification of Directors."

Name                         Age       Position

Henry  M.  Burkhalter        51      President and Chief  Executive
                                        Officer
Ernest  D.  Yates, Jr.       54      Executive Vice  President
                                        and Chief Operations Officer
Henry  G.  Schopfer, III     52      Executive Vice President,
                                        Chief Executive Financial Officer
                                        and Secretary
Thomas  G.  Noulles          52       Senior  Vice  President  and General
                                        Counsel

______________________

      Henry  G.  Schopfer, III became Executive Vice President  and
Chief Financial Officer on December 9, 1996.  He also serves as the
Company's Secretary.  From 1988 to 1996, Mr. Schopfer served as  an
Executive  Officer with Daniel Industries, Inc., a Houston,  Texas-
based manufacturer of oil field related products, most recently  as
Vice President and Chief Financial Officer.  From 1982 to 1988, Mr.
Schopfer   held   accounting  management  positions   with   Cooper
Industries,  Inc. a Houston, Texas-based Fortune 100  manufacturer.
Prior  experience includes nine years with Big Six accounting firms
in  Houston,  Texas, and New Orleans, Louisiana.  Mr. Schopfer  has
been a certified public accountant since 1972.

      Thomas  G. Noulles joined the Company on August 10, 1998,  as
Senior Vice President and General Counsel.  Mr. Noulles came to the
Company from National Data Corporation ("NDC"), where he served  as
Outside  Corporate  Counsel  to NDC  and  Vice  President,  General
Counsel and Secretary to C.I.S. Technologies, Inc., a subsidiary of
NDC.   Mr.  Noulles  also has 22 years of law  firm  experience  in
transactions,  mergers  and acquisitions,  structured  transactions
under the United States securities laws and business negotiations.

                         _________________

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors, executive officers and 10% stockholders to
file with the SEC reports of ownership and changes in ownership  of
equity  securities of the Company.  In 1998, six such reports  were
inadvertently  not  filed to report the stock option  repricing  of
Messrs.  Sternberg,  Burkhalter, Yates, Schopfer,  Noulles,  Senior
Vice  President and General Counsel, and Woolhiser, Vice  President
and  Treasurer.  See "Stock Option Repricing," below.  In addition,
two  reports  unrelated to the repricing were  inadvertently  filed
late:  a Form 4 reporting four transactions by Mr. Sternberg and  a
Form  3  reporting the appointment of Mr. Noulles,  and  a  related
stock option grant.


Item 11.   Executive Compensation

Annual Compensation

      The  following  table  sets forth all cash  compensation  and
options granted for the three years ended December 31, 1998 to  the
Company's  Chief  Executive  Officer  and  its  other  most  highly
compensated executive officers (collectively, the "Named  Executive
Officers").   In  1998, no other executive officer of  the  Company
received more than $100,000 in salary and bonus.

<TABLE>
<CAPTION>                                                       
                                                                                       Long-Term
                                        Annual                                        Compensation
                                     Compensation                                        Awards
                               --------------------------------              -------------------------------
                                                                              Restricted         Securities         All
                                                                                Stock            Underlying        Other   
Name and Principal Position     Year        Salary        Bonus                 Awards            Options(1)   Compensation(2)
---------------------------    ------      --------      -------             ------------       -------------  -------------
<S>                            <C>         <C>           <C>                 <C>                <C>            <C>
Henry  M. Burkhalter,          1998        $272,218      $   ---                      ---          229,627(3)  $ 9,000
  President and Chief          1997        $181,620      $175,000                     ---          200,000(4)  $ 8,566
  Executive Officer            1996        $ 80,500      $   ---                      ---           78,015(4)  $ 2,772
                      
Ernest D. Yates, Jr.,          1998        $193,846      $ 50,000(6)         $  138,450(7)         200,000     $78,008
  Executive Vice President
  and Chief Operating
  Officer (5)        

Henry   G.  Schopfer, III,     1998        $131,167      $    ---                     ---           19,324(3)  $29,328
  Executive Vice President     1997        $129,400      $ 20,000                      ---          10,000(4)  $17,464
  and Chief Financial          1996        $  4,615      $    ---                     ---           27,000(4)  $   ---
  Officer

</TABLE>

(1)  For  additional  information, please refer  to  the  following
     tables.

(2)  All  amounts  shown are amounts paid in automobile  allowances
     except in the case of Mr. Yates whose 1998 compensation included
     $71,016 in moving and temporary living expenses and Mr. Schopfer,
     whose compensation in 1997 and 1998 included moving and temporary
     living expenses of $8,118 and $20,328, respectively.  Amounts in
     this column also include additional cash compensation in amounts
     necessary to reimburse each person for federal and state income
     taxes  due on such automobile allowances and moving and living
     expenses.

(3)  Options reported as granted to  Messrs. Burkhalter and Schopfer
     in 1998 represent options repriced  in 1998, which  were originally
     granted in 1996 and 1997 and  reported  in this column, and which
     are no longer outstanding. See "Stock Option Repricing," below.

(4)  These  options have been replaced by the options  reported  in
     this  column as granted to Messrs. Burkhalter and Schopfer  in
     1998.  See footnote (3) and "Stock Option Repricing," below.

(5)  Mr. Yates joined the Company on January 5, 1998.

(6)  Represents  the amount paid to Mr. Yates upon commencement  of
     his employment with the Company.

(7)  Represents the right to receive 65,000 shares of common stock.
     These  shares  are scheduled to be granted  to  Mr.  Yates  as
     follows:  30,000 on December 31, 1998 and 17,500  on  each  of
     December  31,  1999 and 17,500 on December 31,  2000.   As  of
     December  31,  1998, Mr. Yates held the right to  receive  all
     65,000  shares of restricted stock having a value of  $11,050.
     Mr.  Yates will not have the right to receive dividends on the
     shares until they are granted.

1998 Stock Option Grants

     The following table sets forth certain information concerning
the grant of stock options to the Named Executive Officers during
1998.
<TABLE>
<CAPTION>

                                                                                                    Potential Realizable
                        No. of              % of                                                    Value at Assumed
                        Shares              Total                                                   Annual Rates of
                        Underlying          Options Granted                                         Stock Price
                        Options             To Employees           Exercise      Expiration         Appreciation for    
   Name                 Granted             in  1998               Price         Date               Option Term(1)
------------------------------------------------------------------------------------------------------------------------  
                                                                                                    5%            10%
                                                                                                    ------------------
<S>                     <C>                 <C>                    <C>         <C>                  <C>           <C>
Henry M. Burkhalter     229,627(2)          16.4%                  $   .656     7/29/06 / 11/26/07  $ 94,733      $240,074    
Ernest  D. Yates, Jr.   200,000(3)          14.3%                  $   .656    11/26/07             $ 82,511      $209,099
Henry G. Schopfer, III   19,243(4)           1.4%                  $   .656    12/9/96 / 11/26/07   $  7,939      $ 20,119

</TABLE>
_____________________


(1)  Amounts  reflect  certain assumed rates  of  appreciation  set
     forth  in  the Securities and Exchange Commission's  executive
     compensation disclosure rules.  Actual gains, if any, on stock
     option  exercises depend on future performance of  the  common
     stock and overall market conditions.  The fair market value of
     the Common Stock on the date of grant was $.656 per share. 

(2)  The options are not original grants, but are repriced  options 
     that replace the following original grants:  (i) fully  vested
     options to purchase  29,627 shares originally  granted on July
     29, 1996 and (ii) options to purchase 200,000 shares that vest
     in five equal installments on the first   through   the  fifth
     anniversaries of original date of grant, November 26, 1997.

(3)  The options shown vest in five equal installments on the first
     through  fifth  anniversaries  of  the original date of grant,
     November 26, 1997,  with accelerated vesting in the event of a
     change in control of the Company. The options became effective
     on  the  date  Mr.  Yates  commenced  his  employment with the
     Company, January 5, 1998. The original exercise price of $2.59
     was reduced to $.656 in connection with the Company-wide stock
     option repricing in 1998. See "Stock Option Repricing," below.

(4)  These  options  are  not  original  grants,  but  are repriced
     options  that  replace  the  following  original   grants: (i)
     options to purchase 9,324 shares that were orignially  granted
     on December 9, 1996 and  (ii)  options  to   purchase   10,000
     shares  that  were  originally  granted on N ovember 26, 1997.
     These  options  vest  in  five equal installments on the first
     through the fifth anniversaries of their dates of  grant.  See
     "Stock Option Repricing," below.


Stock Option Holdings

     The following table sets forth information, as of December 31,
1998,  with  respect to stock options held by the  Named  Executive
Officers.   The  Named  Executive Officers  did  not  exercise  any
options to purchase the Company's common stock in 1998.

             AGGREGATED FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                       Number of Securities Underlying           Value of Unexercised
                           Unexercised Options at               In-the-Money Options
                              December 31, 1998                at December 31, 1998(4)
                       --------------------------------      -----------------------------    
                        Exercisable       Unexercisable      Exercisable     Unexercisable
                       ------------       -------------      -----------     -------------
<S>                       <C>                <C>                <C>             <C>
Henry M. Burkhalter(1)    69,627             160,000            $     0         $      0
Ernest D. Yates, Jr.(2)   40,000             160,000            $     0         $      0
Henry G. Schopfer, III(3)  5,730              13,594            $     0         $      0

</TABLE>


(1)  Mr.  Burkhalter has options to purchase 29,627  shares  at  an
     exercise  price  of $.656 per share. Mr. Burkhalter  also  has
     options  to  purchase 200,000 shares at an exercise  price  of
     $.656  per  share, 40,000 of which are currently  exercisable.
     These  options vest in five equal installments  on  the  first
     through fifth anniversaries of the date of grant, November 26,
     1997.

(2)  Mr.  Yates  has  options  to purchase  200,000  shares  at  an
     exercise  price  of  $.656,  40,000  of  which  are  currently
     exercisable.   These  options vest on the  first  through  the
     fifth anniversaries of November 26, 1997.

(3)  Mr.  Schopfer  has  options to purchase  9,324  shares  at  an
     exercise  price  of  $.656  per  share,  3,730  of  which  are
     currently  exercisable.  These  options  vest  in  five  equal
     installments on the first through fifth anniversaries  of  the
     date  of  grant,  December 9, 1996.   Mr.  Schopfer  also  has
     options  to  purchase 10,000 shares at an  exercise  price  of
     $.656  per  share,  2,000 of which are currently  exercisable.
     These  options  will  vest in five equal installments  on  the
     first  through the fifth anniversaries of the date  of  grant,
     November 26, 1997.

(4)  The  closing  sale price of the Common Stock on  December  31,
     1998 was $.17 as reported by the OTC Bulletin Board.

Stock Option Repricing

      The  following table sets forth information with  respect  to
stock  options held by the executive officers of the  Company  that
were  repriced by the Board of Directors on September  4,  1998  to
reflect  the  then current market value of the common  stock.   The
Company has never repriced any other options or SARs.

<TABLE>
<CAPTION>
                                               Securities                                                
                               Market price    underlying                                                 Length of original
                               of stock at     number of     Exercise price    Securities                 option term
                               time of         options       at time of        underlying     New         remaining at   
                               repricing or    repriced or   repricing or      number of      exercise    date of repricing or
Name                    Date   amendment       amended       amendment         new options    price       amendment
-------------------    ------  ------------   ------------  ----------------   ------------   ---------   --------------------
<S>                    <C>      <C>           <C>             <C>               <C>            <C>          <C>
Henry M. Burkhalter    9/4/98   $.656         200,000         $2.59             200,000        $.656        9.2 years
President and          9/4/98   $.656          78,015         $6.82              29.627        $.656        7.9 years
Chief Executive   
Officer           

Ernest D. Yates, Jr.   9/4/98   $.656         200,000         $2.59             200,000        $.656        9.3 years
Executive  Vice   
President and Chief
Operations  Officer

Henry G. Schopfer, III  9/4/98  $.656          27,000         $7.50               9,324        $.656        8.2 years  
Executive  Vice         9/4/98  $.656          10,000         $2.59              10,000        $.656        9.3 years
President and   
Chief Financial Officer

Thomas G.  Noulles      9/4/98  $.656          20,000         $.843              20,000        $.656         10 years
Senior     Vice
President and
General Counsel

</TABLE>
     Report  on Repricing of Stock Options - On September 4,  1998,
the  Board of Directors of the Company proposed amendments  to  all
employee stock option agreements reducing the exercise prices under
such  agreements and in certain cases reducing the number of shares
of common stock receivable upon exercise of such options.
     
     All  outstanding options were amended to reduce  the  exercise
price thereunder to $.656, the market price of the common stock  on
September  4,  1998.   All  stock options with  an  exercise  price
greater  than  $2.59 were proposed to be amended,  subject  to  the
option  holder's consent, to reduce the number of shares receivable
upon exercise of such new options by the same percentage amount  as
the then current exercise price bore to $2.59.  The table set forth
above  summarizes  the effect of this repricing  on  the  executive
officers of the Company.
     
     On  the  date  of the Board's action, options were outstanding
with  exercise prices ranging from $13.83 to $.843 per share.   The
Board's  proposal was designed to replace the incentives previously
provided  to members of management, which had been eliminated  over
time  by  the  decline in the price of the Company's common  stock.
The  Board  believed  that  the  stock  price  decline,  which  was
generally  experienced by all companies in the Company's  industry,
was  unrelated to management's performance and continued to believe
that  equity  incentives remained the most  appropriate  method  to
compensate key members of management.
     
     By  reducing  the number of shares issuable upon  exercise  of
such  options,  the  Board's proposal was  also  designed  to  make
available  additional  shares under the  Company's  1995  Long-Term
Performance  Incentive  Plan for use in  attracting  and  retaining
qualified management.
     
          Hans J. Sternberg             Arnold J. Chavkin
          Henry M. Burkhalter           Marjean Henderson
          Ernest D. Yates, Jr.          Carroll D. McHenry
          

Employment Agreements

      The  Company  has  entered  into employment  agreements  with
certain  of  its executive officers, including Messrs.  Burkhalter,
Yates  and Schopfer.  The employment agreements provide for payment
of  a  base salary indexed to inflation and bonuses awarded at  the
sole  discretion  of the Committee and based upon  the  executive's
performance and the Company's operating results.  The agreements of
Messrs. Burkhalter and Schopfer have two-year terms and are subject
to  automatic annual renewal for a period of seven years thereafter
so  that the officer, until the end of the seven year period, never
has  more  than  two years or less than one year remaining  on  the
current  term.  Mr. Yates's employment agreement has  a  three-year
term.   Each employment agreement provides that each executive  may
be  terminated  with  or  without  cause,  and  provides  that  the
executive  will  not compete with the Company or  its  subsidiaries
within a specified area during the period of employment and for the
two  years  thereafter (one year in the case of Mr.  Yates).   Each
executive  is entitled to receive a severance payment in the  event
of  a  resignation caused by the relocation of the Company's office
at which the executive is employed to a location more than 60 miles
from its present location.

Compensation Committee Interlocks and Insider Participation

      The sole current member of the Compensation Committee is  Mr.
McHenry.   No current officer or employee of the Company serves  on
the  Committee.  During 1997, no executive officer of  the  Company
served  as a member of the compensation committee or a director  of
an  entity, one of whose executive officers served on the Committee
or as a director of the Company.

      Mr.  McHenry is a director of Heartland.  In connection  with
the  acquisition of certain assets from Heartland in  October  1995
(the "Heartland Transaction"), the Company entered into certain non-
competition and registration rights agreements with Heartland.  See
Item 13 "Certain Relationships and Related Transactions."

Compensation Committee's Report on Executive Compensation

      The  Committee is authorized to make recommendations  to  the
Board of Directors with respect to general employee benefit levels,
determine  the compensation and benefits of the Company's  officers
and  key  employees  and  administer the Company's  1995  Long-Term
Performance Incentive Plan.  The sole member of the Committee is Mr
McHenry.   None  of the members of the Committee  is  currently  an
officer or employee of the Company.

      Upon consummation of its merger with TruVision in July,  1996
(the   "TruVision  Transaction"),  the  Company  entered  into   an
employment  agreement with Mr. Burkhalter, the terms of which  were
approved by the Committee.  Messrs. Schopfer and Yates entered into
similar  contracts  upon their hiring by the Company  in  1996  and
1997,  respectively  (see  "Employment  Agreements,"  above).   The
compensation arrangements for such executives were approved by  the
full  Board upon the recommendation of the Committee.  Salaries  of
such  executives  were  determined by the Committee  based  upon  a
review  of  salaries for similar positions at comparable  companies
and  over-all  competitive and market conditions.  The compensation
arrangements for such executives will be reviewed annually  by  the
Committee.

      In  general, these employment agreements establish  the  base
salary  for each executive during the term of the agreement,  which
is subject to adjustment based upon increases in the Consumer Price
Index.  Further, the agreements establish that such executives  are
eligible  to  receive  performance bonuses to  be  granted  by  the
Committee based upon the operating performance of the Company.   In
determining  whether  to  grant bonuses to  these  executives,  the
Committee   considers  the  financial  condition  and   operational
performance  of the Company during the last completed  fiscal  year
and  the specific contributions of the individual executive officer
to  the  Company's  performance and the  achievement  of  strategic
business objectives.

      In  August 1998, the Company hired Thomas G. Noulles  as  its
Senior  Vice  President and General Counsel.  The  Company  entered
into a two-year employment contract with Mr. Noulles providing  for
an  annual  salary of $139,000 which will be indexed  to  inflation
over  the life of the contract and an annual bonus of up to 20%  of
Mr.  Noulles'  annual  salary  based on  his  performance  and  the
Company's  operating results.  The contract was negotiated  between
representatives  of  the  Company and Mr. Noulles,  and  its  terms
approved  by  the Committee.  The Committee took into  account  Mr.
Noulles'  experience and the potential he offered to the  Company's
operations when approving the terms of the employment agreement.

      In  addition,  the  Committee granted to Mr.  Noulles  20,000
options  under the Plan with an exercise price of $.843  per  share
and  a  five-year  vesting period.  These  equity  incentives  were
granted  in  an effort to align the interests of Mr.  Noulles  with
those  of  the  Company's stockholders as discussed  below.   These
options  were  repriced  in  1998.  See "Stock  Option  Repricing,"
above.

      For  the  immediate  future, the Committee  intends  to  rely
primarily on equity incentives granted under the Plan as a means to
compensate  key  members of management while the Company  uses  its
cash reserves for other operating purposes.  The Committee believes
that  such  incentives  are a cost-effective  method  of  providing
management with long-term compensation.  In addition, the Committee
believes that equity incentives are a particularly appropriate long-
term  incentive since they align the interests of the optionee with
those  of the stockholders by providing value to the optionee  tied
directly to stock price increases.

      Position  Regarding  Compliance with Section  162(m)  of  the
Internal  Revenue  Code - Section 162(m) of  the  Code  limits  the
deduction allowable to the Company for compensation paid to each of
the  Named Executive Officers in any year to $1 million.  Qualified
performance-based  compensation is  excluded  from  this  deduction
limitation if certain requirements are met.  Incentives granted  by
the  Company  have been structured to qualify as performance-based.
Although   no   executive  officer  of  the  company  reached   the
deductibility  cap  in  1998, the Committee plans  to  continue  to
evaluate the Company's cash and stock incentive programs as to  the
advisability of future compliance with Section 162(m).

The Compensation Committee

     Carroll D. McHenry          
                                 

Performance Graph

      The  graph  below  compares  the Company's  cumulative  total
stockholder return since the Common Stock became publicly traded on
October 19, 1995 with the Nasdaq Total Return Index and an index of
comparable companies selected by the Company.  This index  includes
American Telecasting Development, Inc., CAI Wireless Systems, Inc.,
Heartland  Wireless  Communications, Inc. and  People's  Choice  TV
Corp.   The graph assumes that the value of the investment  in  the
Company's  Common  Stock at its initial public  offering  price  of
$10.50 per share and each index was $100.00 on October 19, 1995.

<TABLE>
<CAPTION>
                                                           Total Return*
                                                --------------------------------
                                                            December 31,
                                                --------------------------------

                           October 19, 1995     1995     1996      1997     1998
                           ----------------     ----     ----      ----     ----
<S>                              <C>             <C>     <C>       <C>       <C>
Wireless One, Inc.               100             157      63        19         2
Nasdaq Total Return Index        100             102     125       154       216
Peer Group Index                 100             106      42         8        .5


</TABLE>
_______________________
*   Total Return assumes the reinvestment of dividends.

Item  12.    Security  Ownership of Certain Beneficial  Owners  and
Management

     The following table sets forth certain information as of April
1, 1999 with respect to the beneficial ownership of common stock of
(i) each director of the Company, (ii) each Named Executive Officer
(as   hereinafter  defined),  (iii)  all  directors  and  executive
officers  of  the  Company as a group and (iv)  persons  owning  of
record  or known to the Company to be the beneficial owner of  more
than  five  percent  of the Company's Common  Stock  determined  in
accordance  with  Rule 13d-3 under the Securities Exchange  Act  of
1934.   Unless  otherwise indicated, the securities are  held  with
sole voting and investment power.

                                           
                                                   Common Stock(1)
                                                   ---------------
                                           
                                                Number          Percent
                                                of              of
Name                                            Shares          Class         
----                                            ---------       -------
Heartland Wireless Communications, Inc. (2)     3,459,508       20.4%
Chase Manhattan Capital, L.P. (3)               1,991,690       11.8%
Chase  Venture  Capital Associates,  L.P. (3)   1,482,132        8.7%
Baseball Partners (3)                             393,226        2.3%
Henry M. Burkhalter (4)                           883,103        5.2%
Hans J. Sternberg (5)                             313,139        1.8%
Arnold L. Chavkin (6)                           3,870,548       22.8%
Carroll McHenry (7)                             3,460,008       20.4%
Marjean Henderson (8)                           3,459,508       20.4%
Ernest D. Yates (9)                                70,000          *
Henry G. Schopfer, III (10)                         5,730          *
All Directors and executive officers as a      
 group ( 8 persons) (11)                        8,602,528       50.8%
____________________
*    Less than one percent.

(1)  Heartland  and  certain  of  its  subsidiaries,  CMCC,   CVCA,
     Baseball   Partners,   Mr.  Burkhalter   and   certain   other
     stockholders of the Company own their common stock subject  to
     the terms of the Agreement, as amended.  See Item 10 Directors
     and Executive Officers of the Registrant -- Identification  of
     Directors.   Each  of  the parties to the Agreement  disclaims
     beneficial  ownership of the shares of common stock  owned  by
     the other parties to the Agreement.

(2)  Heartland  reported on a Schedule 13D filed with  the  SEC  on
     March  8,  1999, sole power to vote and dispose  of  2,897,135
     shares  of  common  stock,  and  shared  with  a  wholly-owned
     subsidiary the power to vote and dispose of 580,373 shares  of
     common  stock.   The  address for Heartland  is  200  Chisholm
     Place, Suite 200, Plano, Texas 75075.

(3)  Chase  Manhattan  Capital, L.P. ("CMC, L.P.")  reported  on  a
     Schedule  13D filed with the SEC on February 16, 1999,  shared
     voting  and dispositive power with respect to 1,991,690 shares
     of common stock together with The Chase Manhattan Bank and The
     Chase Manhattan Corporation, the indirect parent of CMC,  L.P.
     In  the same filing, CVCA reported sole voting and dispositive
     power  with  respect to 1,482,132 shares of common stock,  and
     Baseball Partners reported shared voting and dispositive power
     as  of  December 31, 1998, with respect to 393,226  shares  of
     common  stock.  The address for CMC, L.P., CVCA  and  Baseball
     Partners is 380 Madison Avenue, 12th Floor, New York, New York
     10017.

(4)  Includes  78,160  owned by Mr. Burkhalter's  wife  and  69,627
     shares  issuable  upon  the exercise of presently  exercisable
     options.  The address for Mr. Burkhalter is c/o Wireless  One,
     Inc. 2506 Lakeland Drive, Jackson, Mississippi 39208.

(5)  Includes   114,762  shares  issuable  upon  the  exercise   of
     presently exercisable options.

(6)  Includes  3,867,048  shares  owned  by  CMC,  L.P.,  CVCA  and
     Baseball Partners.  Mr. Chavkin is a general partner  of  CCP,
     the  general partner of CVCA.  CCP has investment  and  voting
     discretion  with  respect  to the shares  held  by  CMC,  L.P.
     Baseball  Partners  has granted a proxy with  respect  to  the
     shares  of  Common  Stock  held by it  to  CCP.   Mr.  Chavkin
     disclaims  beneficial ownership of the shares  held  by  CVCA,
     CMC,  L.P. and Baseball Partners.  Also includes 3,500  shares
     issuable  upon the exercise of currently exercisable  options.
     The address for Mr. Chavkin is 380 Madison Avenue, 12th Floor,
     New York, NY  10017.

(7)  Includes  3,459,508  shares beneficially owned  by  Heartland.
     Mr. McHenry is President, Chief Executive Officer and Chairman
     of  the  Board of Heartland.  Mr. McHenry disclaims beneficial
     ownership  of  shares owned by Heartland.  Also  includes  500
     shares  issuable  upon  the exercise of currently  exercisable
     options.   The address for Mr. McHenry is 200 Chisholm  Place,
     Suite 200, Plano, Texas  75075.

(8)  Reflects  3,459,508  shares beneficially owned  by  Heartland.
     Ms. Henderson is Senior Vice President and Chief Financial Officer
     of Heartland and disclaims beneficial ownership of shares owned by
     Heartland. The address for Ms. Henderson is 200 Chisholm Place,
     Suite 200, Plano, Texas 75075.

(9)  Includes  40,000  shares issuable upon exercise  of  currently
     exercisable options.

(10) Consists  of  5,730  shares  issuable  upon  the  exercise  of
     currently exercisable options.

(11)       Includes  234,119 shares issuable upon the  exercise  of
     currently  exercisable options held by directors and executive
     officers.

Item 13.   Certain Relationships and Related Transactions

      In  connection with the Heartland Transaction, Heartland  and
the  Company  entered  into an agreement whereby  (i)  the  Company
agreed  not  to  compete  with  Heartland  or  any  of  Heartland's
subsidiaries in the wireless cable television business in specified
markets  in  which Heartland and its subsidiaries operate  or  have
significant  channel rights, (ii) Heartland agreed not  to  compete
with  the  Company  in  the wireless cable television  business  in
specified  markets  and  (iii) if at  any  time  a  wireless  cable
television  system  operated  by the Company  interferes  with  the
signal  transmission of a wireless cable television system operated
by  Heartland  or one of Heartland's subsidiaries (or vice  versa),
then  the Company, Heartland and their respective subsidiaries will
use  their  best efforts to negotiate and enter into an appropriate
non-interference  agreement.   The  Company  also  entered  into  a
registration rights agreement with Heartland and all of the  former
stockholders of Old Wireless One, which was amended and restated in
connection  with the TruVision Transaction, to include  the  former
stockholders of TruVision as parties thereto, pursuant to which the
Company  granted to the parties thereto certain demand and  "piggy-
back"  registration rights with respect to shares of  common  stock
held by such parties.

      During 1998, Mr. Reilly, Vice Chairman of the Board, was paid
approximately $184,000 in salary and automobile allowance  pursuant
to  the  terms  of  his  employment  agreement  with  the  Company.
Effective  December  31,  1998, Mr. Reilly  forgave  the  Company's
further obligations to him under his employment agreement.

      Mr.  Sternberg, Chairman of the Board, was paid approximately
$131,085 during 1998 pursuant to his employment agreement with  the
Company.

     During 1998, the Company advanced funds to Mr. Burkhalter from
time  to  time.  Of these amounts, $100,000 was an advance  of  the
bonus  expected  to be paid to Mr. Burkhalter in 1998.  No  bonuses
were  paid  to  Named Executive Officers in 1998,  other  than  Mr.
Yates'  signing bonus; accordingly, as of March 31,  1999  $100,000
remained  outstanding.   The largest amount  of  such  indebtedness
outstanding   at   any  time  during  1998  was   $112,000.    This
indebtedness bears interest at 1% above prime.


                              PART IV

Item  14.    Exhibits, Financial Statement Schedule and Reports  on
Form 8-K

     (a)(3)    Exhibits  -  See the Exhibit Index beginning on page
          E-1  hereof.   The Company will furnish to  any  eligible
          stockholder, upon written request of such stockholder,  a
          copy  of  any  exhibit  listed, upon  the  payment  of  a
          reasonable  fee  equal  to  the  Company's  expenses   in
          furnishing such exhibit.

          (b)  Reports on Form 8-K

               The Company filed a current report on Form 8-K dated
          October  22, 1998 reporting under "Item 5, Other  Events"
          that the Company's common stock began trading on the  OTC
          Bulletin  Board  commencing October 22,  1998  under  the
          symbol  "WIRL."  No financial statements were filed  with
          this Form 8-K.

                                 



                        Wireless One, Inc.,
                         and Subsidiaries
                                 

Independent Auditors'Report                                                 F-2

Consolidated  Balance Sheets as of December 31, 1997 and 1998               F-3
                                                                      
Consolidated  Statements  of Operations for the years ended  December  31,  
1996, 1997 and 1998                                                         F-4
                                                                      
Consolidated  Statements of Stockholders' Equity (Deficit) for  the  years  
ended December 31, 1996, 1997 and 1998.                                     F-5
                                                                      
Consolidated  Statements  of Cash Flows for the years ended  December  31,  
1996, 1997 and 1998                                                         F-6
                                                                      
Notes to Consolidated Financial Statements                                  F-7

                                F-1
                                 
                   Independent Auditors' Report
                                 
The Board of Directors
Wireless One, Inc.

We  have audited the accompanying consolidated financial statements
of  Wireless One, Inc. and subsidiaries as of December 31, 1997 and
1998,  and  the  related  consolidated  statements  of  operations,
stockholders'  equity (deficit), and cash flows  for  each  of  the
years  in  the  three-year  period ended  December  31,  1998.   In
connection   with   our   audits  of  the  consolidated   financial
statements, we also have audited the financial statement  schedule.
The  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,
1997  and 1998, and the results of their operations and their  cash
flows for each of the years in the three-year period ended December
31,   1998,   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.

The  accompanying consolidated financial statements  and  financial
statement  schedule have been prepared assuming  that  the  Company
will  continue as a going concern.  As discussed in Note 2  to  the
consolidated   financial  statements,  the  Company  has   incurred
substantial operating and net losses and cash flow deficits, and in
February 1999, commenced a voluntary proceeding under Chapter 11 of
the United States Bankruptcy Code.  These matters raise substantial
doubt   about   its  ability  to  continue  as  a  going   concern.
Management's plans in regard to these matters are also described in
Note  2.   The  consolidated  financial  statements  and  financial
statement schedule do not include any adjustments that might result
from the outcome of these uncertainties.

KPMG Peat Marwick LLP

Jackson, Mississippi
March 18, 1999
                                F-2

                                 
                        WIRELESS ONE, INC.
                                 
                    Consolidated Balance Sheets
                    December 31, 1997 and 1998


<TABLE>
<CAPTION>
                                                                1997            1998
<S>                                                             <C>             <C>
ASSETS
Current assets:
 Cash and cash equivalents                                      $  15,528,215     $   1,163,716
 Marketable investment securities - restricted                         
  (note 5)                                                         19,258,789                 -
 Subscriber receivables, less allowance for                            
  doubtful accounts of $486,820 and $243,626
  in 1997 and 1998, respectively                                    2,071,689         1,344,803
 Accrued interest and other receivables                               729,237         1,022,409                   
 Prepaid expenses                                                   1,136,303         1,113,086
                                                                -------------     -------------

    Total current assets                                           38,724,233         4,644,014
                                                                      
Property and equipment, net (note 6)                              110,099,016        85,429,662
License and leased license investment, net of                         
 accumulated amortization of $7,896,648 and $13,252,332                        
    in 1997 and  1998, respectively                               151,386,399       121,764,630
Other assets (note 7)                                              17,377,550        15,355,282     
                                                                -------------     -------------  
                                                                
                                                                      
                                                                $ 317,587,198     $ 227,193,588
                                                                =============     =============
                                                           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:                                                  
 Accounts payable                                               $   2,913,209     $   1,646,290       
 Accrued expenses                                                   5,117,451         6,532,544 
 Accrued interest                                                   4,942,119         4,935,903 
 Current maturities of long-term debt (note 8)                        871,408         2,542,956 
 Senior secured notes payable (note 9)                                      -        12,500,000
                                                                -------------     -------------
                                                                   
    Total current liabilities                                      13,844,187        28,157,693         
                                                                                                                     
Long-term debt (note 8)                                           317,529,032       336,287,418            
Deferred taxes (note 10)                                            5,200,000                 -
                                                                -------------     -------------
                                                                  336,573,219       364,445,111       
                                                                      
Stockholders' equity (deficit) (notes 11 and 12):                              
 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 and 16,910,064 shares issued and            
  outstanding in 1997 and 1998                                        169,101           169,101
 Additional paid-in capital                                       119,772,011       119,772,011
 Accumulated deficit                                             (138,927,133)     (257,192,635)
                                                                -------------     -------------
                                               
     Total stockholders' deficit                                  (18,986,021)     (137,251,523)
                                                                -------------     -------------
                                                                      
 Commitments and contingencies (note 13)                                    -                 -
                                                                      
                                                                $ 317,587,198     $  227,193,588
                                                                =============     ==============

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



                                F-3
                                 
                        WIRELESS ONE, INC.
               Consolidated Statements of Operations
           Years Ended December 31, 1996, 1997 and 1998
                                                                           
<TABLE>
<CAPTION>
                                                 1996            1997          1998
                                              ------------   ------------  ------------
<S>                                           <C>            <C>           <C>
Revenues                                      $ 11,364,828   $ 34,580,464  $ 38,737,367
                                     
Operating expenses:                                                                                                              
     Systems operations                           8,416,134    23,398,304    25,489,657                               
     Selling, general and administrative         15,559,156    28,317,852    25,405,295
     Depreciation and amortization               11,625,507    35,741,301    40,377,539
     Impairment of long-lived assets (note 3)           ---           ---    26,270,196
                                              -------------  ------------  ------------
                                                 35,600,797    87,457,457   117,542,687
                                              -------------  ------------  ------------
                 Operating loss                 (24,235,969)  (52,876,993)  (78,805,320)
                                              -------------  ------------  ------------

Other income (expense):              
     Interest expense                           (28,087,948)  (41,828,876)   (46,014,583)
     Interest income                              8,146,958     4,711,185      1,124,579
     Equity in losses of investee(note 7)          (193,436)     (445,157)      (540,406)
     Gain on sale of investment                         ---           ---      1,000,000
     Other                                              ---           ---       (229,772)
                                              -------------  ------------  -------------
                                     
                Total other expense             (20,134,426)  (37,562,848)   (44,660,182)
                                              -------------  ------------  -------------
                                     
                Loss before income taxes        (44,370,395)  (90,439,841)  (123,465,502)

Income tax benefit (note 10)                      4,700,000     1,300,000      5,200,000
                                              -------------  ------------  -------------
                                                                                                
                Net loss                      $ (39,670,395) $(89,139,841) $(118,265,502)
                                              =============  ============  =============

Basic and diluted loss per common share       $       (2.65) $      (5.26) $      (6.99)
                                              =============  ============  ============

Basic and diluted weighted  
 average common shares outstanding               14,961,934    16,940,374    16,910,064
                                              =============  ============  ============

</TABLE>

See accompanying notes to consolidated financial statements.

                                F-4
                                 
                        WIRELESS ONE, INC.
     Consolidated Statements of Stockholders' Equity (Deficit)
           Years Ended December 31, 1996, 1997 and 1998
                                 

<TABLE>
<CAPTION>
                                                           Additional            Accumulated                        
                                        Common Stock       Paid-In Capital       Deficit           Total
<S>                                     <C>                <C>                   <C>               <C>
Balance at January 1, 1996              $    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

Return of escrow shares                         (366)           (512,496)                    -          (512,862)
                                                  
Net loss                                           -                   -           (89,139,841)      (89,139,841)
                                        ------------       -------------         -------------     -------------
                                                          
Balance at December 31, 1997                 169,101         119,772,011          (138,927,133)      (18,986,021)
                                                        
Net loss                                           -                   -          (118,265,502)     (118,265,502)
                                        ------------       -------------         -------------     -------------

Balance at December 31, 1998            $    169,101       $ 119,772,011         $(257,192,635)    $(137,251,523)
                                        ============       =============         =============     =============

</TABLE>
                                                        
                                                       
                                                       
                                                                
                                                          
                                                       
                                 
   See accompanying notes to  consolidated financial statements.
                                 
                                F-5
                                 
                        WIRELESS ONE, INC.
               Consolidated Statements of Cash Flows
           Years Ended December 31, 1996, 1997 and 1998

<TABLE>
<CAPTION>
                                                             1996              1997               1998
                                                        --------------    --------------     -------------
<S>                                                     <C>               <C>                <C>
  Cash flows from operating activities:                                           
     Net loss                                           $ (39,670,395)    $ (89,139,841)     $(118,265,502) 
     Adjustments to reconcile net loss to net 
      cash used in operating activities: 
             Bad debt expense                                 371,349         1,535,943          1,576,216
             Impairment of long-lived assets                        -                 -         26,270,196
             Depreciation and amortization                 11,625,507        35,741,301         40,377,539
             Amortization of debt discount                  7,845,537        19,933,049         23,533,821
             Accretion of interest income                    (976,638)         (502,044)          (457,041)
             Deferred income tax benefit                   (4,700,000)       (1,300,000)        (5,200,000)
             Equity in losses of investee                     193,436           445,157            540,406
             Gain on sale of  investment                            -                 -         (1,000,000)
             Changes in assets and liabilities:
                Receivables                                  (868,890)       (2,873,969)        (1,142,502)
                Prepaid expenses                             (145,949)           12,993             23,217
                Deposits                                      917,796          (328,286)           272,773
                Accounts payable and accrued expenses       3,265,187        (1,935,297)           400,470
                                                        -------------     -------------      -------------
                                                                              
                  Net cash used in operating activities   (22,143,060)      (38,410,994)       (33,070,407)
                                                        -------------     -------------      -------------
  Cash flows from investing activities:
      Purchase of investments and other assets             (2,778,012)       (4,167,500)          (795,000)
      Capital expenditures                                (60,408,418)      (58,130,615)       (10,352,501)
      Acquisition of license investment                   (43,898,328)       (3,307,913)        (2,054,093)
      Proceeds from sale of investment                              -                 -          2,500,000
      Proceeds from maturities of securities               17,335,237        18,278,000         19,712,703
                                                        -------------     -------------      -------------
                  Net cash provided by (used in) 
                     investing activities                 (89,749,521)      (47,328,028)         9,011,109
                                                        -------------     -------------      -------------

  Cash flows from financing  activities:
     Proceeds from issuance of long-term debt and
      warrants                                            120,624,614                 -                  -
     Proceeds from issuance of senior                             
      secured notes payable                                         -                 -         12,500,000
     Principal payments on long-term debt                 (13,089,874)       (3,181,346)          (735,077)
     Debt issuance costs                                   (1,604,955)                -         (2,070,124)
     Issuance of common stock                                  31,050                 -                  -
                                                        -------------     -------------      -------------
                Net cash provided by (used in)
                     financing activities                 105,960,835        (3,181,346)         9,694,799
                                                        -------------     -------------      -------------            

                Net decrease in cash                       (5,931,746)      (88,920,368)       (14,364,499)
                                                                               
  Cash and cash equivalents at  beginning of year         110,380,329       104,448,583         15,528,215
                                                        -------------     -------------      -------------
                                                                                 
  Cash and cash equivalents at end of  year             $ 104,448,583     $  15,528,215      $   1,163,716
                                                        =============     =============      =============


</TABLE>

       See accompanying notes to consolidated financial statements
                                 
                                           F-6
                                 
                        WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements
                    December 31, 1997 and 1998
                                 
(1)  Description of Business and Summary of Significant  Accounting
Policies
    
   (a)Proceedings under Chapter 11 and Nature of Operations

       On  February 11, 1999, Wireless One, Inc. filed a  voluntary
       petition  for reorganization under Chapter 11 of the  U.  S.
       Bankruptcy Code.  The Company is operating its business as a
       debtor-in-possession,  subject  to  the  approval   of   the
       Bankruptcy  Court  for  certain  of  its  proposed   actions
       subsequent to filing.
       
       The  Company  is  engaged  in the  business  of  developing,
       owning, and operating wireless cable television systems  and
       high-speed,  two-way Internet access 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  intercompany  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
       equipment  and  installations.  The Company capitalizes  the
       excess  of  direct  costs of subscriber  installations  over
       installation  fees.  These direct  costs  include  reception
       materials   on  subscriber  premises,  installation   labor,
       overhead charges and direct selling costs.
       
       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.

       Based  on  management's periodic review of  the  assumptions
       used  in  determining  the estimated  useful  lives  of  the
       Company's  depreciable  assets,  the  Company  changed   its
       estimated   useful   life  for  subscriber   equipment   and
       installations  from  five  years  to  four  years  effective
       January  1,  1997.   The impact of this change  resulted  in
       increased net loss and net loss per share of $3,493,000  and
       $0.21, respectively, for the year ended December 31, 1997.
                                 
   (d)License and Leased License Investment

       License 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, 1996, 1997 and 1998 was $2,275,375,
       $5,072,990 and $5,355,684, respectively.  As of December 31,
       1997 and 1998, approximately $71,412,000 and $13,411,593  of
       license  and  leased license investment was not  subject  to
       amortization.

                                 
                            (Continued)
                                F-7

                        WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements
   
   (e)Impairment of Long-lived Assets

       The  Company  accounts for long-lived assets  in  accordance
       with  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  be  reviewed   for
       impairment  whenever  events  or  changes  in  circumstances
       indicate  that the carrying amount of an asset  may  not  be
       recoverable.

       The  Company  periodically evaluates the  propriety  of  the
       carrying   amounts  of  the  license  and   leased   license
       investment  and  property  and equipment,  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  is
       recognized  to  reduce the carrying amount  of  the  related
       assets  to  management's estimate of the fair value  of  the
       licenses and related property and equipment.  Assets  to  be
       disposed of are reported at the lower of the carrying amount
       or fair value less costs to sell.

   (f)Revenue Recognition

       Revenues from subscribers are recognized in income over  the
       period 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)Earnings Per Share

       Earnings per share are computed in accordance with SFAS  No.
       128,   "Earnings  Per  Share."   The  calculation  of  basic
       earnings per share excludes any dilutive effect of potential
       issuances of common stock, while diluted earnings per  share
       includes  the  dilutive effect of such potential  issuances.
       Shares issuable upon exercise of the Company's stock options
       and  warrants are anti-dilutive and have been excluded  from
       the  calculation  of  diluted  earnings  per  share.   Anti-
       dilutive  shares  of  507,407,  381,922  and 269,577 for the
       years  ended  December 31, 1996, 1997  and  1998  have  been
       excluded from the calculation of diluted earnings per share.

   (i) Debt Issuance Costs
       
       Costs  incurred in connection with issuance of the Company's
       1995  Senior  Notes,  1996 Senior  Discount  Notes  and  the
       Senior  Secured  Notes (see notes 8 and 9) are  included  in
       other  assets  and  are being amortized using  the  interest
       method over the terms of the notes.
                                 
                            (Continued)


                                F-8
                                 
                        WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements
   
   (j) Cash and Cash Equivalents
       
       Cash and cash equivalents include 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.  The  significant
       estimates   impacting  the  preparation  of  the   Company's
       consolidated  financial statements include the estimates  of
       undiscounted  future  cash flows and  fair  values  used  in
       evaluating the carrying value of long-lived assets (see note
       3),  the  allowance  for  doubtful  accounts  on  subscriber
       receivables, the valuation allowances on deferred tax assets
       and  estimated  useful lives of property and  equipment  and
       intangible  assets.  Actual results could differ from  those
       estimates.

     (l) Marketable Investment Securities

       Investments  in marketable securities at December  31,  1997
       consist  of U.S. Treasury securities which matured in  1998.
       The  Company  had  the  ability and  intent  to  hold  these
       investments  until  maturity  and,  accordingly,  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 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, 1996, 1997 and 1998.

   (m)Comprehensive Income

       Effective January 1, 1998, the Company adopted Statement  of
       Financial    Accounting    Standards   No.  130,  "Reporting 
       Comprehensive   Income"  which  establishes  standards   for
       reporting and display of comprehensive income in a full  set
       of   general-purpose  financial  statements.   Comprehensive
       income  includes  net income and other comprehensive  income
       which is generally comprised of changes in the fair value of
       available-for-sale marketable securities,  foreign  currency
       translation   adjustments  and  adjustments   to   recognize
       additional  minimum pension liabilities.   For  each  period
       presented  in  the accompanying consolidated  statements  of
       operations, comprehensive income and net income are the same
       amount.

   (n) Segment Reporting

       In  January 1998, the Company adopted Statement of Financial
       Accounting Standards No. 131 "Disclosures about Segments  of
       an  Enterprise and  Related Information" ("SFAS  No.  131").
       SFAS  131  requires that public companies  report  operating
       segments  based upon how management allocates resources  and
       assesses  performance.  Based on the  criteria  outlined  in
       SFAS   No.  131,  the  Company  is  comprised  of  a  single
       reportable  segment  --  distribution  of  wireless   video
       and Internet access.  No  additional  disclosure is required
       by the Company to conform to the requirements  of  SFAS  No.
       131.
        
       

    (o)  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.
                                 
                               F-9                       (Continued)

                        WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements

(2)      Liquidity, Proceedings under Chapter 11 and Going Concern
       
   The  Company has incurred significant operating and  net  losses
   since  inception,  and  has been unable to  generate  sufficient
   cash  flow  from  operating activities to  meet  projected  debt
   service  and other obligations when due. The Company's  business
   requires   substantial   amounts  of  capital   and   liquidity,
   principally  for the acquisition and installation of  equipment,
   the  development  and launch of new products and  markets,  debt
   service and working capital requirements.
   
   In  March 1998, the Company retained BT Alex. Brown as financial
   advisors  to  review  its business operations.   With  BT  Alex.
   Brown  and  other professionals, the Company began a  number  of
   initiatives  to improve cash flow and liquidity,  including  the
   curtailing or delaying of its plans to expand into new  markets.
   In  September  1998,  the Company entered  into  a  $20  million
   Senior   Secured  Discretionary  Note  Facility   (the   "Senior
   Facility")  (see  note 9) with Merrill Lynch  Global  Allocation
   Fund,  Inc.  ("MLGAF")  to fund ongoing operations.  During  the
   fourth  quarter, MLGAF informed the Company of its  decision  to
   withhold the remaining $7.5 million under the Senior Facility.

   During the fourth quarter of 1998, management concluded that  it
   was  unlikely  that  the Company would be able  to  continue  to
   execute  its  then  existing business plan, including  continued
   development  of  new  markets.  See  note  3  for  a  discussion
   regarding  management's revisions to its strategy  and  business
   plan and the resulting impairment of certain long-lived assets.
   
   In  January 1999, the Company began negotiations with several of
   the  largest  holders (the "Unofficial Noteholders'  Committee")
   of  the  1995  Senior Notes and the 1996 Senior  Discount  Notes
   (collectively,  the "Old Senior Notes") regarding  restructuring
   such    indebtedness   through   a   prenegotiated    plan    of
   reorganization  (the  "Bondholders'  Agreement").   Pursuant  to
   these  negotiations, on February 11, 1999, the Company  filed  a
   voluntary  case with the Bankruptcy Court under  Chapter  11  of
   the  Bankruptcy Code.  Following commencement of the  bankruptcy
   case,  the  Company has continued to operate its business  as  a
   debtor  in  possession under the protection and  supervision  of
   the Bankruptcy Court.

   On  February  12,  1999, the Company entered  into  a  financing
   facility  with  MLGAF  (the "Postpetition Financing")  providing
   the  Company with an aggregate principal amount of financing  of
   approximately   $18.9   million.   The  Postpetition   Financing
   includes   (i)  $13.5  million,  representing  the   outstanding
   principal  amount under the Senior Facility (see note  9),  (ii)
   accrued  interest  under the Senior Facility, (iii)  a  facility
   fee  of  $625,000 due to the MLGAF in connection with the Senior
   Facility  and  (iv)  $4  million  in  additional  financing  for
   working   capital   needs.   Amounts   outstanding   under   the
   Postpetition Financing bear interest at 15% per annum,  and  the
   Postpetition Financing will terminate on the earliest  to  occur
   of  (i)  August  12,  1999  (the date  which  is  the  six-month
   anniversary of the date of the entry of an interim order),  (ii)
   the  date  the  Postpetition Financing note  has  become  or  is
   declared  to  be immediately due and payable as a result  of  an
   Event  of  Default  (as defined in the Postpetition  Financing),
   (iii)  the  date of the redemption of the Postpetition Financing
   note by the Company or (iv) the effective date of the Plan.

   On  March  15,  1999, the Company filed a Plan of Reorganization
   under   the   Bankruptcy  Code  (the  "Plan")  and  a   proposed
   disclosure   statement,  which  reflect   the   terms   of   the
   Bondholders  Agreement. Pursuant to the Plan, on  the  effective
   date  of  the Plan (the "Effective Date"), the Old Senior  Notes
   and  equity  interests  of stockholders,  and  others,  such  as
   option  and  warrant  holders, will  be  cancelled  and  on  the
   Effective Date or as soon as practicable thereafter, holders  of
   common  stock  on  a record date to be determined  (the  "Record
   Date") will receive their pro-rata share of approximately 4%  of
   the  common  stock  of  the Company (as it  is  expected  to  be
   reorganized  as of the Effective Date, hereinafter  "Reorganized
   Wireless")  to  be  issued and outstanding as of  the  Effective
   Date  (the "New Common Stock"), and (ii) the New Warrants, which
   are 5-year warrants to
   
                                                        (Continued)
                                 
                               F-10

                            WIRELESS ONE, INC.
               Notes to Consolidated Financial Statements

   purchase  an  aggregate of 1,235,000 shares of New Common  Stock
   at  an exercise price of $29.57 per share, subject to adjustment
   under  certain  circumstances.  All other equity interests  will
   be  cancelled  and  the  holders thereof will  not  receive  any
   distribution. The remaining approximately 96% of the New  Common
   Stock  will  be  distributed  to holders  of  Old  Senior  Notes
   (9,552,000  shares)  and  to  BT Alex.  Brown  (50,000  shares).
   Accordingly,  under  the  Plan  holders  of  common  stock  will
   receive one share of New Common Stock for every 42.56 shares  of
   common  stock  held  on the Record Date and  a  New  Warrant  to
   purchase  1 share of New Common Stock for every 13.72 shares  of
   common  stock held on the Record Date. Upon the Effective  Date,
   Reorganized Wireless will be authorized under the Plan to  issue
   incentive  options  to  management of  Reorganized  Wireless  to
   purchase  444,000  shares of New Common  Stock  at  an  exercise
   price  of  $13.51 pursuant to a newly adopted Stock Option  Plan
   (the   "New  Stock  Option  Plan").   New  additional  incentive
   options to purchase 666,000 shares of New Common Stock at a yet-
   to-be-determined  exercise  price will  also  be  available  for
   issuance to management pursuant to the New Stock Option Plan.

   By  a  letter  to  the  Company dated  February  25,  1999  (the
   "Heartland  Letter"),  Heartland Wireless  Communications,  Inc.
   ("Heartland"),  a  holder of approximately  20%  of  the  common
   stock,   requested  consideration  of  an  alternate   plan   of
   reorganization  for the Company. The Company has considered  the
   plan  proposed  in  the Heartland Letter and believes  that  the
   Company's   Plan  is  more  favorable  to  the   creditors   and
   stockholders of the Company.

   There can be no assurance that the Company will emerge from  the
   Chapter  11 proceeding, that the Company will be able to  obtain
   financing  upon emergence from bankruptcy, or that  the  Company
   will  generate positive operating cash flow upon emergence  from
   bankruptcy.   These factors raise substantial  doubt  about  the
   Company's  ability  to  continue as a  going  concern.   If  the
   Company  is unable to continue as a going concern and is  forced
   to  liquidate  assets to meet its obligations, the  Company  may
   not be able to recover the recorded amounts of such assets.  The
   Company's  consolidated financial statements do not include  any
   adjustments  that  might  result  from  the  outcome  of   these
   uncertainties.
                                 
(3)      Impairment of Long-Lived Assets

   As  a result of continued limitation on the Company's ability to
   obtain additional financing, during the fourth quarter of  1998,
   the  Company substantially revised its business plan to  reflect
   the  limitations on its ability to obtain additional  financing.
   The  significant  changes  to  its business  plan  included:  1)
   elimination  of future launches of additional video markets,  2)
   consolidation of ten existing video markets, 3) revision of  its
   video growth strategy to emphasize the digital segment only,  4)
   delaying   future  market  launches  in  the  Internet  business
   segment  until  2000, 5) and delaying additional development  of
   the  MDU business segment until 2000. The Company's revised plan
   reflects  management's current view of the best use  and  timing
   of  the  Company's resources and the difficulties  in  obtaining
   financing, thereby restricting the Company's ability  to  launch
   certain undeveloped and inactive systems.
   
   Upon   completion  of  its  new  business  plan,   the   Company
   reevaluated the carrying value of its licenses and property  and
   equipment  in  each  of  its markets  and  determined  that  the
   undiscounted  future  cash  flows of certain  markets  were  not
   sufficient  to  support the carrying amounts. As a  result,  the
   Company  estimated the fair value of these assets by discounting
   estimated  future cash flows considering other factors  such  as
   the  number  of channels held in each market, recent  comparable
   transactions,  the  number of households and estimated  line-of-
   sight  coverage, and specific market conditions. Based  on  this
   analysis, the Company recognized a loss in the amount  of  $26.3
   million  due  to  impairment of its license and  leased  license
   investment in twenty-two of the Company's undeveloped markets.
   
   Although at December 31, 1998, management does not believe  that
   additional  impairments  under  SFAS  121  are  necessary,  upon
   emergence  from bankruptcy, under SOP 90-7, "Financial Reporting
   by Entities in
                                                        (Continued)
                                 
                               F-11
                                 
                        WIRELESS ONE, INC.
                      Notes to Consolidated
                       Financial Statements

   Reorganization  Under  the Bankruptcy Code",  the  Company  will
   adjust  the  carrying value of its assets and liabilities  based
   upon  the  final  determination of its reorganization  value  (a
   fair  value  concept)  by a third party.   The  amount  of  such
   additional write-down is not currently estimable.
   
(4)      TruVision and Other 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 also engaged  in  the
   wireless  cable  television  business  within  the  southeastern
   United States primarily in Mississippi, Alabama, and Tennessee.
   
   The following table summarizes the allocation of the
   acquisition cost based upon the estimated fair market values of
   the net assets acquired in the transaction:
   
             Current assets               $   1,146,604
                                             
             Property and equipment          16,427,882
                                             
             Other assets                     2,177,003
                                             
             License and leased license 
               investment                    80,736,479

             Current liabilities             (5,838,771)
                                             
             Deferred tax liability         (11,200,000)
                                             
             Short term debt                (32,046,244) 
                                          -------------      
                                          $  51,402,953
                                             

   In  connection  with  the  TruVision  transaction,  the  Company
   entered  into an agreement whereby it placed 202,800 shares,  of
   the  total  shares  issued, in escrow  for  issuance  to  former
   TruVision  shareholders  upon consummation  of  certain  pending
   acquisitions.  In October 1997, in accordance with the terms  of
   its  purchase  and sale agreement with Skyview  Wireless  Cable,
   Inc., the Company terminated the agreement to acquire rights  to
   22   wireless  cable  channels  and  a  substantially   complete
   transmission  facility in Jackson, Tennessee, for  $2.7  million
   in  cash and to acquire the rights to 20 wireless cable channels
   in  Hot Springs, Arkansas, for approximately $1.5 million.  This
   event  resulted  in the termination of a stock escrow  agreement
   and  the  return to the Company of 36,633 of its common  shares,
   under  the terms and conditions of the merger agreement  between
   the Company and TruVision in July 1996.
   
   In  1996,  the Company also acquired (i) Shoals Wireless,  Inc.,
   whose  principal asset was an Operating System in  Lawrenceburg,
   Tennessee,  for  approximately $1.2 million, (ii)  an  Operating
   System  and  hard-wire cable system in Huntsville, Alabama,  for
   approximately  $6  million, (iii) rights to  11  wireless  cable
   channels  in  Macon, Georgia, for approximately  $600,000,  (iv)
   rights  to 8 wireless cable channels in Bowling Green, Kentucky,
   for  $300,000,  (v)  rights  to 16 wireless  cable  channels  in
   Jacksonville,   North   Carolina,  for  approximately   $820,000
   ($600,000  is being withheld pending grant of licenses)  and  12
   wireless   cable   channels  in  Chattanooga,   Tennessee,   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   acquired   and   liabilities  assumed.    Approximately
   $94,529,000 of the purchase price has been allocated to  license
   and  leased  license investment and is being amortized  over  20
   years.

                                                           (Continued)
                                 
                                 
                                F-12

                        WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements
   
   The  December 31, 1996 consolidated financial statements of  the
   Company  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 year ended
   December  31, 1996 as if the transactions discussed  herein  had
   been consummated as of January 1, 1996.

                                     
   Revenues                                            $ 15,270,994
                                     
   Net loss applicable to common stock                 $(53,156,071)
             
   Basic and diluted net loss per common share         $      (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,  1996  or  of  the  future  results   of
   operations of the consolidated entity.
   
(5)  Marketable Investment Securities - Restricted

   Marketable  investment securities - restricted at  December  31,
   1997  consist  of  U.S.  Treasury securities  placed  in  escrow
   pursuant  to  the  bond indenture relating to  the  1995  Senior
   Notes.  The investments were deposited  into an  escrow  account
   and,  prior  to  disbursement,  the collateral agent had a first
   priority lien on the escrow  account  for  the  benefit  of  the
   holders of the notes.  Such funds were disbursed from the escrow
   account only to pay interest on the notes.   The  maturities  of
   the  securities purchased were  matched to  the interest payment
   dates of the notes.

   A   summary   of   the   Company's  restricted  held-to-maturity
   marketable securities at December 31, 1997 follows:

<TABLE>
<CAPTION>

DECEMBER 31, 1997       AMORTIZED COST       UNREALIZED GAIN   FAIR VALUE
<S>                     <C>                  <C>               <C>
U.S. Treasury  Notes    $   10,047,454       $        53,560   $   10,101,014
U.S. Treasury Notes                                        
  interest coupon strips     8,683,337                 8,051        8,691,388
Other                          527,998                   ---          527,998
                        --------------       ---------------   --------------
                        $   19,258,789       $        61,611   $   19,320,400
                        ==============       ===============   ==============
</TABLE>

                                                  (Continued)
                                 
                                F-13
                                 
                         WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements

(6) Property and Equipment

            Major  categories of property and equipment at December
31, 1997 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                     
                                                        Estimated
                                                          Life          1997             1998
                                                        ---------      --------         --------
<S>                                                     <C>           <C>             <C>
Equipment awaiting installation                                 -     $  7,168,094    $  6,599,222
Subscriber equipment and installation costs                     4       81,128,043      79,440,688
Transmission equipment and system                                               
 construction costs                                            10       36,233,338      38,643,833
Office furniture and equipment                                  7        9,891,684      10,939,866
Buildings and leasehold improvements                    5 to 31.5        3,260,432       3,182,686
                                                        ---------     ------------    ------------
                                                                       137,681,591     138,806,295
Less accumulated depreciation                                          (27,582,575)    (53,376,633)
                                                                      ------------    ------------
                                                                      $110,099,016    $ 85,429,662
                                                                      ============    ============
</TABLE>
                                                    

      Depreciation expense for the years ended December 31,  1996,  1997
and 1998 was $9,350,133, $30,668,311, and $35,021,855, respectively.

(7)  Other Assets

   Other assets at December 31, 1997 and 1998 consist of the following:
    
<TABLE>
<CAPTION>
                                                        1997           1998
                                                     ----------     ----------
<S>                                                  <C>            <C>
Debt issuance costs, net of accumulated
 amortization of $2,273,891 and $4,592,718
 in 1997 and  1998, respectively                     $  9,924,103   $  9,416,888
Deposits and other                                        860,191        587,427
Investments in unconsolidated subsidiaries:
 Wireless One North Carolina, LLC                       4,093,256      4,350,967
 Telecorp Holding Corp., Inc.                           1,500,000              -
 Wireless Ventures, LLC                                 1,000,000      1,000,000
                                                    -------------   ------------
                                                        
                                                    $  17,377,550   $ 15,355,282
                                                    =============   ============
</TABLE>
   Investments  in  unconsolidated  subsidiaries  relate   to   the
   Company's  50%  investments in Wireless One North Carolina,  LLC
   ("WONC")  and Wireless Ventures, LLC ("Ventures") accounted  for
   on  the  equity  method.  WONC is in the business of  acquiring,
   developing  and operating wireless cable television  systems  in
   North  Carolina.  Ventures  owns  certain  BTA rights in several
   markets in Georgia.  By the  terms of   the   Ventures  purchase
   agreement,  upon   securing  FCC   approval,  which   is pending
   as    of   December   31,   1998,  the Company will  assume  the
   debt  related to the Georgia BTA rights.  The principal  balance
   of  this  debt  as  of  December 31, 1998 was  $1,542,512.   The
   potential  impact  of the Company's Chapter  11  filing  on  its
   ability   to   complete  this  transaction  is   not   presently
   determinable.   None of these entities has commenced  operations
   as of December   31, 1998.
   
   In  January 1998, the Company completed the sale of its interest
   in  Telecorp  Holding Corp., Inc. for $2.5 million for a gain of
   approximately $1.0 million.
                                                        (Continued)
                                                          
                                 
                                 
                               F-14

                              WIRELESS ONE, INC.
                 Notes to Consolidated Financial Statements

(8)  Long-term Debt

<TABLE>
<CAPTION>
         Long-term debt consists of the following:
                                                            
                                                                 1997          1998
                                                             ------------   -----------
<S>                                                          <C>            <C>
13% Senior Notes due 2003; face value of $150,000,000,
 net of unamortized discount (1995 Senior Notes)             $148,619,511   $148,855,254
13.5% Senior Discount Notes due 2006; face value of
 $239,252,000 net of unamortized discount (1996 Senior 
 Discount Notes)                                              144,748,632    165,727,883
9.5% installment notes, principal and interest 
 due in installments through August 31, 2006                   23,321,127     23,331,518
Other                                                       
                                                                1,711,170        915,719
                                                             ------------   ------------
                                                              318,400,440    338,830,374
                                                                    
Less current maturities                                          (871,408)    (2,542,956)
                                                             ------------   ------------
   Long-term debt, excluding current maturities              $317,529,032   $336,287,418
                                                             ============   ============

</TABLE>

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

                         1999               2,542,956
                         2000               2,332,099
                         2001               2,569,249
                         2002               2,819,892
                         2003             151,950,251
                      Thereafter          176,615,927

   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.  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  method.  Interest expense accreted to the balance of  the
   notes  during the years ended December 31, 1996, 1997  and  1998
   was  $6,453,922, $18,348,496 and $20,979,251, respectively.  The
   1996  Senior Discount Notes are 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.
    
   
   
   (Continued)

                                 
                                 
                                 
                               F-15

                             WIRELESS ONE, INC.
              Notes to Consolidated Financial Statements


   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, including initiating proceedings under  the
   Bankruptcy Laws, 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 $1,066,086 through August 31, 2006.

(9)  Senior Secured Notes Payable
   
   The  Senior Secured Notes were issued in September 1998 pursuant
   to  a  $20  million Senior Secured Discretionary  Note  Facility
   (the  "Senior Facility").  The Senior Secured Notes  (i)  mature
   April  15, 1999, (ii) pay 13% per annum interest, (iii)  require
   the  Company  to pay a facility fee at maturity  of  5%  of  the
   aggregate  principal amount of the Senior Secured  Notes  issued
   in  September  1998,  plus up to 10% of the aggregate  principal
   amount  of  any additional notes issued pursuant to  the  Senior
   Facility  and  (iv)  are  secured by substantially  all  of  the
   Company's  assets.   In  February 1999,  additional  notes  were
   issued  in  the amount of $1,000,000.  The Senior Secured  Notes
   were   repaid   in   February  1999  with  proceeds   from   the
   Postpetition Financing (see note 2).
                                 
(10) Income Taxes

   The  tax  effects  of temporary differences that  give  rise  to
   significant  portions of the deferred tax assets and liabilities
   are presented below:
                                              1997        1998
                                       ------------- -------------
                                       [C]           [C]
   Deferred tax assets:
    Net operating loss carryforwards   $  56,344,197 $  83,550,179
    Allowance for bad debts                  189,860        95,014
    Accrued liabilities deductible               
      when paid                              219,430       167,411
    Other                                      7,230        10,850
                                       ------------- -------------
                                          56,760,717    83,823,454
                                                
   Less valuation allowance              (46,564,711)  (79,084,714)
                                       ------------- -------------
   Deferred tax asset                     10,196,006     4,738,740
                                       ------------- -------------
                                                
   Deferred tax liabilities:                       
    Fixed assets, principally due to
    differences in depreciation and           
    underlying basis                         716,260     1,045,229
   License investment, due to                   
    differences in amortizable lives
    and underlying basis                  14,679,746     3,693,511
                                       ------------- -------------
Deferred tax liabilities                  15,396,006     4,738,740
                                       ------------- -------------
                                                
Net deferred tax liability             $   5,200,000 $           -   
                                       ============= =============
   
   
   

(Continued)
                               F-16
                                 
                        WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements
   
   The  net  changes  in total valuation allowance  for  the  years
   ended  December  31,  1996,  1997 and  1998  were  increases  of
   $3,630,332,   $40,798,350  and  $32,520,003, 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  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  years
   ended  December  31,  1996, 1997 and 1998  to  the  extent  such
   assets can be realized through future reversals of deferred  tax
   liabilities.

   The  reconciliation of income tax benefit computed at  the  U.S.
   Federal  statutory  tax rate to the Company's  effective  income
   tax rate is as follows for each of the years ended December 31:

                                                      
                                               1996   1997    1998

    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)      -       -        
                                              
    Effect of net operating loss              
       carryforwards not utilized             23.5    32.6    29.6 
    Other                                       .8       -       -          
                                             ------  ------  ------
                                             (10.6%) (1.4%)  (4.4%)
                                             ======  ======  ======

   The  Company  has net operating loss carryforwards  for  Federal
   and  state income tax purposes of approximately $214 million  as
   of  December 31, 1998.  The carryforwards expire in years  2008-
   2018.   The  impact of the bankruptcy reorganization on  various
   Federal  tax attributes has not been fully determined;  however,
   some  portion  of the Company's net operating loss carryforwards
   likely   will  be  reduced  and  may  be  completely  eliminated
   pursuant   to   its  bankruptcy  discharge.   Furthermore,   the
   deductibility of net operating loss carryforwards arising  prior
   to  discharge in bankruptcy may be limited by the product of the
   long-term  tax exempt rate times the fair market  value  of  the
   Company  after  discharge of debt and,  if  realized,  will  not
   reduce future income tax expense.
    
(11) Stockholders' Equity
    
   During  October  1995, the Company completed the acquisition  of
   certain   wireless   cable   television   assets   and   related
   liabilities  of  certain  subsidiaries  of  Heartland   Wireless
   Communications, Inc. for common stock of the Company  and  notes
   (the   "Heartland   Transaction").   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.
   
   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  at  the  time  of
   issuance.


                                                        (Continued)
     
     

     
                                F-17
                                 
                        WIRELESS ONE, INC.
                            Notes to
                Consolidated Financial Statements

(12) Stock Option Plan

    The  Company's 1995 Long-Term Performance Incentive  Plan  (the
    "Incentive  Plan"), 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 1,700,000.   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   September  4,  1998,  the  Company proposed amendments  to  
    all    outstanding  options  issued   under  the Incentive Plan
    to  reduce  the  exercise  price  to $0.656, the average market
    price of the Company's common stock on that date. Additionally,
    all stock  options  with an exercise price  greater than  $2.59
    were proposed to be  amended,  subject to  the option  holder's
    consent,  to  reduce    the  number  of  shares receivable upon
    exercise by the same percentage amount as the existing exercise
    price bore to $2.59.  The effect of the repricing was to reduce
    the  average exercise price  of outstanding  options from $4.57
    to $0.656 and  to  reduce  the number of outstanding options by
    294,916.

    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.

                                                        (Continued)


                               F-18
                                 
                        WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements
                                                                             
Information regarding these option plans for 1996, 1997 and 1998
is as follows:

<TABLE>
<CAPTION>
                                                             Weighted-
                                                             Average
                                              Number of      Exercise
                                              Shares         Price
                                              ---------      ---------
<S>                                           <C>            <C>
Options outstanding, January 1, 1996            804,187      $    7.98
Options granted                                                    
      Exercise Price=Fair Market Value           59,000      $   11.89 
      Exercise Price<Fair Market Value          195,226      $    6.82
Options exercised                                 5,000      $    6.21
Options cancelled                                25,000      $   10.50
                                              ---------      
Options outstanding, December 31, 1996        1,028,413      $    7.93
Options granted                                 477,500      $    2.70
Options cancelled                               212,353      $    8.89
                                              ---------
Options outstanding, December 31, 1997        1,293,560      $    5.84
Options granted                                 147,000      $    1.11
Options cancelled                               377,539      $    7.48
Repricing effect                                294,916      $    7.37
                                              ---------
Options outstanding, December 31, 1998          768,105      $     .76
                                              =========
Option price range at December 31, 1998                      $0.66 - 15.50
Option price range at December 31, 1997                      $2.59 - 15.50  
Option price range at December 31, 1996                      $4.16 - 16.25  
Options available for grant at December      
 31, 1998                                     1,031,895             
Options available for grant at December        
 31, 1997                                       106,440             
Options available for grant at December       
 31, 1996                                       371,587             

</TABLE>

The   following   table   summarizes  information   about   options
outstanding at December 31, 1998.

<TABLE>
<CAPTION>
                                  Options Outstanding                                 Options Exercisable
          -------------------------------------------------------------------     -------------------------------
                                              Average
                            Number            Remaining        Weighted-          Number           Weighted-
          Range of          Outstanding       Contractual      Average            Exercisable      Average
          Exercise Price    at 12/31/98       Life             Exercise Price     at 12/31/98      Exercise Price
          --------------    -----------       -----------      --------------     -----------      --------------
          <S>               <C>               <C>              <C>                <C>              <C>
                   $0.66        758,105              7.90               $0.66         249,636               $0.66
           $2.06 - 15.50         10,000              8.20               $8.35           2,500              $13.73
                            -----------       -----------      --------------     -----------      --------------
                                768,105              7.90               $0.76         252,136               $0.79
                            ===========       ===========      ==============     ===========      ==============



Options Exercisable at December 31, 1997                                              569,286               $6.61
Options Exercisable at December 31, 1996                                              484,459               $6.14

</TABLE>
    For  the  aforementioned  plans, the Company  has  adopted  the
    disclosure-only  provisions of SFAS No.  123,  "Accounting  for
    Stock-Based  Compensation".  Accordingly, no compensation  cost
    has  been recognized related to such options.  Had compensation
    cost  for  the Company's two stock option plans been determined
    based  on the fair value at the grant date consistent with  the
    provisions  of SFAS No. 123, the Company's net loss  applicable
    to  common  stock and basic and diluted loss per  common  share
    would  have  been increased to the pro forma amounts  indicated
    below:


                                                            (Continued)
                                 
                                 
                                 
                               F-19
                                 
                        WIRELESS ONE, INC.
            Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                 
                                             1996          1997          1998
                                         ------------  ------------  ------------
<S>                                      <C>           <C>           <C>
Net Loss Applicable to Common
   stock - as reported                   $ 39,670,395  $ 89,139,841  $118,265,502
Net Loss Applicable to Common            
   stock - pro forma                     $ 44,022,171  $ 90,256,557  $118,716,160
Net Loss Per Common Share - as       
   reported (basic and diluted)          $       2.65  $       5.26  $       6.99
Net Loss Per Common Share - pro    
   forma (basic and diluted)             $       2.94  $       5.33  $       7.02
Weighted Average Fair Value of 
   Options Granted                       $      13.10  $       2.57  $       1.11

</TABLE>
    
    The fair value of each option grant is estimated on the date of
    grant  using the Black-Scholes option-pricing model.  Weighted-
    average  assumptions used for grants in 1996 include:  expected
    volatility  of  83%; expected dividend yield of  0%;  risk-free
    interest  rate  of  6.76%;  and expected  lives  of  10  years.
    Weighted-average assumptions used for grants in  1997  include:
    expected volatility of 86%; expected dividend yield of 0%; risk-
    free  interest rate of 5.57%; and expected lives of 8.5  years.
    Weighted-average assumptions used for grants in  1998  include:
    expected  volatility  of  147%;  expected dividend yield of 0%;
    risk-free  interest  rate  of  5.11%; and expected lives of 7.9
    years.
    
(13) Commitments and Contingencies
    
    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 1993.  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, 1997 and 1998 related
    to  this  agreement  was  $79,336,   $338,578   and   $361,594,
    respectively.  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
    an  adverse material  effect on  the  Company's operations.  By
    letter  dated  December  15,  1998,  EdNet notified the Company
    that it w ishes  to  recapture   three  channels  for  academic
    purposes effective December 20, 1999 EdNet currently broadcasts
    on one of  these channels in the Company's Jackson, Mississippi
    Market .  The  Company  has  initiated  discussions  with EdNet
    regarding  this  notice,  but cannot  now  predict the  results
    of these discussions,  whether EdNet  will exercise its  option
    to  reclaim  the channels, or  if  it does, the effect of these
    actions on the Company.
    
    As  part  of the EdNet Agreement the Company completed,  before
    the  July  1,  1998  deadline, the  installation  of  a  system
    sufficient  to  serve  95% of the population  of  the  licensed
    geographic  area of Mississippi.  This agreement also  requires
    that,  along  with  operations and maintenance responsibilities
    for  this  system, the Company will provide at  no  charge  the
    installation and equipment for up to 1,100 sites as  designated
    by  EdNet.  As of December 31, 1998, approximately 550 of these
    school  installations  were completed.  The  Company  has  also
    agreed  to  reimburse  EdNet  for up  to  $220,000  toward  the
    installation and equipping of eleven electronic classrooms  and
    up  to a maximum of $1.5 million for the transmission equipment
    required  to connect these classrooms to its broadcast systems.
    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.

    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
    
                                                        (Continued)


F-20
                                 
                                 
                          WIRELESS ONE, INC.
              Notes to Consolidated Financial Statements
    

    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.
    
    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 $1,454,898,  $2,267,808  and
    $2,509,810  for  the years ended December 31,  1996,  1997  and
    1998, respectively.
    
    The Company also has certain operating leases for office space,
    service vehicles, equipment and transmission tower space.  Rent
    expense incurred in connection with other operating leases  was
    $1,805,083,  $3,533,441  and $3,713,509  for  the  years  ended
    December 31, 1996, 1997 and 1998, respectively.
    
    Future  minimum lease payments due under channel rights  leases
    and  other noncancelable operating leases at December 31,  1998
    are as follows:
                                             
                Year                 Channel       Other
                ending               rights        operating
                December 31          leases        leases
                -------------        -----------   -----------
                1999                 $ 2,001,522   $ 1,755,961
                2000                   2,215,136     1,916,247
                2001                   2,040,966     1,440,636     
                2002                   1,567,987     1,019,448
                2003                   1,007,604       307,009
                Thereafter             1,401,277       611,056
                                     -----------   -----------
                                     $10,234,492   $ 7,050,357
                                     ===========   ===========

    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,   tax
    assessments 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.
    The  Company  has provided an allowance which  it  believes  is
    adequate to absorb losses from uncollectible accounts.
                            (Continued)
                                 
                               F-21
                                 
                                 
                            WIRELESS ONE, INC.
                 Notes to Consolidated Financial Statements
    

(15) Supplemental Cash Flow Information
    
    Cash  interest  payments made in 1996, 1997  and  1998  totaled
    $19,404,454, $21,436,570 and $22,486,978, respectively.
    
    The Company made no Federal or state income tax payments during
    the years ended December 31, 1996, 1997 and 1998.  Underwriters
    fees  incurred in conjunction with the public offerings of debt
    securities  in 1996 in the amount of $4,374,986 are  considered
    non-cash transactions.
    
    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,  in  1996  the
    Company  incurred  long-term  obligations  in  the  amount   of
    $1,959,252  for licenses related to BTA's in which the  Company
    was  the  successful  bidder  but  had  not  been  granted  the
    licenses.   During 1997 and 1998, the Company  received  notice
    that  additional BTA licenses had been granted with  associated
    debt of $1,063,919 and $458,021, respectively.

(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, 1997 and 1998.  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.
<TABLE>
<CAPTION>
                                          December 31, 1997                     December 31, 1998
                                        --------------------------      ----------------------------          
                                        Carrying        Estimated       Carrying        Estimated
                                        Amount          Fair Value      Amount          Fair Value
                                        ---------       ----------      ---------       ------------ 
<S>                                     <C>             <C>             <C>             <C>
Marketable investment securities        $ 19,258,789    $ 19,320,400          ---                ---
Long-term debt                          $318,400,440    $ 96,920,097    $338,830,374    $ 56,887,397
                             
</TABLE>                                                  
    
    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
         receivables, 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.  Since the
         long-term debt of the Company is not heavily traded, market quotes
         used to calculate their value at December 31, 1997 and 1998 were
         based on several discrete trades made on or around that date.

         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,   involve  uncertainties  and  matters   of  significant
         judgment that cannot be determined with precision and   are  not
         intended to represent amounts at which the instruments  could be
         exchanged  in  a  forced  or  liquidation   sale.   Changes   in
         assumptions could significantly affect the estimates.
                                 
                                 
                                 

                               F-22
                                 
                            SCHEDULE II
                                 

                        WIRELESS ONE, INC.
               Valuation and Qualifying Accounts
          Years Ended December 31, 1996, 1997 and 1998



<TABLE>
<CAPTION>
                                                Balance at      Charged to
                                                Beginning of    Costs and                       Balance at
  Description                                   Period          Expenses        Deductions      End of Period
  -------------                                 -------------   ------------    ------------    --------------
  <S>                                           <C>             <C>             <C>             <C>   
  1998
  Deducted in balance sheet from subscriber
     receivables:
     Allowance for doubtful accounts                  486,820      1,576,216       1,819,410           243,626
                                                =============   ============    ============    ==============
  Deducted in balance sheet from leased
     license investment: Amortization of                               
     leased license investment                      7,896,648      5,355,684             ---        13,252,332
                                                =============   ============    ============    ==============
  Deducted in balance sheet from other
     assets: Amortization of debt issuance
     costs                                          2,273,891      2,318,827             ---         4,592,718
                                                =============   ============    ============    ==============
     
  1997                                                  
  Deducted in balance sheet from subscriber
     receivables: Allowance for doubtful
     accounts                                         292,619      1,535,943       1,341,742           486,820
                                                =============   ============    ============    ==============
  Deducted in balance sheet from leased
     license investment: Amortization of                                
     leased license investment                      2,823,658      5,072,990             ---         7,896,648
                                                =============   ============    ============    ==============
  Deducted in balance sheet from other
     assets: Amortization of debt issuance
     costs                                          1,068,230      1,205,661             ---         2,273,891
                                                =============   ============    ============    ==============
     
  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             ---         2,823,658
                                                =============   ============    ============    ==============
  Deducted in balance sheet from other
     assets: Amortization of debt issuance      
     costs                                            163,926        904,304             ---         1,068,230
                                                =============   ============    ============    ==============

</TABLE>

                                 
                                 
                               F-23
                                 
                                 
                                 
                                 
                            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 14, 1999.

                              WIRELESS ONE, INC.

                              By:     /s/ Henry M. Burkhalter
                                   Henry M. Burkhalter
                                   President  and  Chief  Executive
                                   Officer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated, on  April
14, 1999.

                                 
                                 
     /s/Hans J. Sternberg        Chairman of the Board
--------------------------               
       Hans J. Sternberg
                                 
                                 
                                 
    /s/ Henry M. Burkhalter      President and Chief Executive
---------------------------      Officer and Director
      Henry M. Burkhalter
                                                                
                                 
                                 
   /s/ Ernest D. Yates, Jr.      Executive Vice President and
----------------------------     Chief Operating Officer
     Ernest D. Yates, Jr.        and Director
                                 
                                 
                                 
  /s/ Henry G. Schopfer, III     Executive Vice President,
-----------------------------    Chief Financial Officer and
    Henry G. Schopfer, III       Secretary (Principal Financial
                                 Officer)
                                 
                                 
      /s/William D. Gray         Controller
------------------------------   (Principal Accounting Officer)
        William D. Gray
                                 
                                 
                                
     /s/ Arnold L. Chavkin       Director
------------------------------
       Arnold L. Chavkin
                                 
                                 
                                 
                                 Director
       Marjean Henderson
                                 
                                 
                                 
                                 Director
      Carroll D. McHenry
                                 
                                                                   
                                                                 
                          EXHIBIT INDEX
                                
2.1     TruVision Merger Agreement among the Registrant,       
        TruVision and Wireless One MergerSub, Inc., dated
        April 25, 1996(1)
        
2.2     Debtor's Plan of Reorganization under Chapter 11       
        of the Bankruptcy Code dated March 15, 1999(2)
        
2.3     Debtor's Disclosure Statement pursuant to Section      
        1125 of the Bankruptcy Code dated March 15,
        1999(2)
        
3.1(i)  Amended and Restated Certificate of Incorporation      
        of the Registrant(3)
                                                           
3.1(ii) Bylaws of the Registrant(3)
 
                                                               
4.1     Indenture between the Registrant and United
        States Trust Company of New York, as Trustee,
        dated October 24, 1995(4)
        
4.2     Warrant Agreement between Registrant and United    
        States Trust Company of New York, as Warrant
        Agent, dated October 24, 1995(4)
                                                               
4.3     Escrow and Disbursement Agreement between the
        Registrant and Bankers Trust Corporation, Escrow
        Agent, dated October 24, 1995(4)
                                                               
4.4     Supplemental Indenture between the Registrant and
        United States Trust Company of New York, as
        Trustee, dated July 26, 1996(5)
                                                               
4.5     Indenture between the Registrant and United
        States Trust Company of New York as Trustee,
        dated August 12, 1996(5)
        
4.6     Warrant Agreement between the Registrant and       
        United States Trust Company of New York, as
        Warrant Agent, dated August 12, 1996(5)
        
4.7     Second Supplemental Indenture between the          
        Registrant and United States Trust Company of New
        York, as trustee, dated August 24, 1998,
        pertaining to the Registrant's 13% Senior Notes
        due October 15, 2003(6)
        
4.8     First Supplemental Indenture between the           
        Registrant and the United States Trust Company of
        New York, as trustee, dated August 24, 1998,
        pertaining to the Registrant's 13 1/2% Senior
        Discount Notes due August 1, 2006(6)
        
10.1    Discretionary Note Purchase Agreement between the  
        Company and the Purchasers listed in Schedule I
        thereto, dated as of September 4, 1998 (see table
        of contents for list of omitted exhibits and
        schedules)(7)
        
10.2    Form of 13.00% Senior Secured Discretionary        
        Note(7)
        
10.3    Warrant Agreement between the Company and First    
        Chicago Trust Company of New York, as warrant
        agent, dated as of September 4, 1998(7)
        
10.4    Form of Warrant Certificate(7)                     
        
10.5    Paying Agency Agreement between the Company,       
        Merrill Lynch Global Allocation Fund and
        PriceWaterhouseCoopers LLP, as paying agent and
        collateral agent, dated as of September 4,
        1998(7)
        
10.6    1995 Long-Term Performance Incentive Plan of the       
        Registrant(4)
        
10.7    1996 Director's Stock Option Plan of the               
        Registrant(5)
        
10.8    Amended and Restated Registration Rights               
        Agreement among the Registrant, Heartland and
        certain stockholders dated July 29, 1996(5)
        
10.9    Amended and Restated Stockholders Agreement among      
        the Registrant, and certain stockholders dated
        July 29, 1996 ("Stockholders Agreement"),(5)
        
10.10   Standard forms of MDS License Agreement of the         
        Registrant(3)
        
10.11   Standard forms of ITFS License Agreement of the        
        Registrant(3)
        
10.12   Form of Employment Agreement between the               
        Registrant and certain executive officers(1)
        
10.13   Acquisition and Market Escrow Agreement among the      
        parties to Exhibit 2.1 dated July 29, 1996(1)
        
10.14   DIRECTV-Wireless One Cooperative Marketing             
        Agreement between DIRECTV, Inc. and Wireless One,
        Inc. dated August 1997(8)*
        
10.15   Transport Rights Agreement between DIRECTV, Inc.       
        and Wireless One, Inc. dated August 1997(8)*
        
10.16   Subscriber Service Payment Agreement between           
        DIRECTV, Inc. and Wireless One, Inc. dated August
        1997(8)*
        
10.17   DSS Receiver Support Agreement between DIRECTV,        
        Inc. and Wireless One, Inc. dated August 1997(8)*
        
23.1    Consent of KPMG Peat Marwick LLP                       
        
27      Financial Data Schedule                                
                                                           
        
_______________________________


(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
     Current Report on Form 8-K dated March 16, 1999

(3)  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.

(4)  Incorporated  herein  by  reference  from  the  Registrant's
     Quarterly  Report on Form 10-Q for the fiscal quarter  ended
     September 30, 1995.

(5)  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.

(6)  Incorporated  herein  by  reference  from  the  Registrant's
     Current Report on Form 8-K dated August 25, 1998.

(7)  Incorporated  herein  by  reference  from  the  Registrant's
     Current Report on form 8-K dated September 4, 1998.

(8)  Incorporated  herein  by  reference  from  the  Registrant's
     Annual  Report  on  Form  10-K for  the  fiscal  year  ended
     December 31, 1997.

   *   Certain  information contained in this  exhibit  has  been
omitted and confidentially filed with the Commission.