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, 1996

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

                        Commission File Number 0-26836

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

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

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

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

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

                                     None

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

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

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

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

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

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

                     DOCUMENTS INCORPORATED BY REFERENCE

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


                           WIRELESS ONE, INC.

                  ANNUAL REPORT ON FORM 10-K FOR THE
                 FISCAL YEAR ENDED DECEMBER 31, 1996


                          TABLE OF CONTENTS

                                                                      Page
PART I                                                                ----

    Item 1.   Business...................................................1
    Item 2.   Properties................................................21
    Item 3.   Legal Proceedings.........................................21
    Item 4.   Submission of Matters to a Vote of Security-Holders.......21
    Item 4A.  Executive Officers of the Registrant......................22

PART II

    Item 5.  Market for Registrant's Common Equity and Related Matters..23
    Item 6.  Selected Financial Data....................................24
    Item 7.  Management's Discussion and Analysis of Financial
               Condition and Results of Operation.......................26
    Item 8.  Financial Statements and Supplementary Data................31
    Item 9.  Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure......................31

PART III

    Item 10.  Directors and Executive Officers of the Registrant........31
    Item 11.  Executive Compensation....................................31
    Item 12.  Security Ownership of Certain Beneficial Owners and
                Management..............................................32
    Item 13.  Certain Relationships and Related Transactions............32

PART IV

    Item 14.  Exhibits, Financial  Statement  Schedules and Reports on
                Form 8-K................................................32

Financial Statements...................................................F-1

Financial Statement Schedule..........................................F-22

Signatures.............................................................S-1

Exhibit Index..........................................................E-1


                                PART I

Item 1.   Business

Overview

      Wireless One, Inc. (the "Company") acquires, develops,  owns and
operates wireless cable television systems, primarily in small to mid-
size  markets  in  the  southeastern  United  States.   Wireless cable
programming   is   transmitted   via  microwave  frequencies  from   a
transmission   facility  to  a  small  receiving   antenna   at   each
subscriber's location,  which generally requires an unobstructed line-
of-sight ("LOS") from the  transmission  facility  to the subscriber's
receiving  antenna.   The Company targets markets with  a  significant
number of households that  can be served by LOS transmissions and that
are unpassed by traditional  hard-wire  cable.   The Company estimates
that  approximately  25%  of  the  LOS households in its  Markets  (as
hereinafter defined) are unpassed by traditional hard-wire cable.  The
Company's 83 Markets (including 13 held by a limited liability company
of  which  the  Company  owns 50%) are located  in  Texas,  Louisiana,
Mississippi, Tennessee, Kentucky,  Alabama,  Georgia,  Arkansas, North
Carolina, South Carolina and Florida and represent approximately  11.0
million  households (including households in Markets held through such
limited liability  company).   The Company believes that approximately
8.1 million of these households  (2.0  million of which are in Markets
held through such limited liability company)  can  be  served  by  LOS
transmissions.

      Many of the households in the Company's Markets, particularly in
rural  areas,  also  have  limited  access  to  local  off-air VHF/UHF
programming  from  ABC, NBC, CBS and Fox affiliates, and typically  do
not  have  access  to  subscription   television  service  except  via
satellite television operators, whose equipment  and subscription fees
generally are more costly than those of wireless cable,  and which are
unable to retransmit local off-air channels.  In many of the Company's
rural  Markets,  the  Company  believes  a  significant number of  the
households that are passed by cable are served by cable operators with
lower quality service and limited reception and  channel  lineups than
the  Company's services.  As a result, the Company believes  that  its
wireless  cable  television  service  is  an attractive alternative to
existing television choices for both passed and unpassed households in
many of its Markets.

      At December 31, 1996, the Company's Markets  included 32 markets
in  which  the Company has systems in operation ("Operating  Systems")
and  38 markets  ("Future  Launch  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 system or leases with or options from applicants for
channel licenses that the Company expects to be granted by the Federal
Communications Commission (the "FCC").  In  addition, the Company owns
a  50%  interest in a limited liability company  which  holds  channel
rights to  serve 13 markets in North Carolina, all of which are Future
Launch Markets.  Through increases in the number of subscribers in its
Operating Systems, the addition of eight Operating Systems through its
merger  with  Truvision Wireless, Inc. ("TruVision")  and  new  system
launches, the Company  was  able  to  increase its aggregate number of
subscribers from 7,525 at December 31, 1995  to 69,825 at December 31,
1996, representing  a penetration rate  of 2.6% of the LOS  households
in the Operating Systems at December 31, 1996.

Recent Developments

      TruVision Transaction  -  In July 1996,  the Company merged with
TruVision  in  exchange for approximately 3.4 million  shares  of  the
Company's common  stock (the "TruVision Transaction").  At the time of
the Merger, TruVision  (i)  had  Operating Systems located in Jackson,
Natchez, Oxford and the Gulf Coast  and  Delta  regions of Mississippi
and  Demoplois, Alabama  (ii) held wireless  cable  channel rights  in
other areas of Mississippi, for Memphis and Flippin, Tennessee and for
Gadsden and Tuscaloosa, Alabama and (iii) had acquisition transactions
pending in a number of additional Markets, including Lawrenceburg,
Jackson and Chattanooga, Tennessee, Hot Springs, Arkansas, Huntsville,
Alabama, and Jacksonville, North Carolina.  See "-Other  Acquisitions"
and  "-Pending  Acquisitions."   As  of  December  31,  1996,  Markets
acquired as part of the TruVision Transaction  included  approximately
2.0 million LOS households and 31,639 subscribers.  Unless the context
otherwise  requires,  references herein  to  the "Company" include (i)
Wireless One, Inc. and its  direct and indirect subsidiaries  and (ii)
TruVision  and its direct and indirect subsidiaries.

      Applied  Video Acquisition  -  In May 1996, the Company acquired
Applied  Video  Technologies,  Inc.  ("Applied  Video")  for  a  total
purchase price of  approximately  $6.5  million.   The  acquisition of
Applied  Video  added one Operating System (Dothan, Alabama)  and  two
Future  Launch Markets  (Albany,  Georgia  and  Montgomery,  Alabama).
These three  Markets  consist of approximately 263,100 LOS households.
The Albany, Georgia System was launched in September 1996.  Operations
in  the Albany, Georgia  System  together  with  the  Dothan,  Alabama
system, as of December 31, 1996, accounted for 1,343 subscribers.

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

      Pending  Acquisitions    -   The  Company  has  entered  into  a
definitive agreement with SkyView  Wireless  Cable,  Inc.  to  acquire
rights  to  22  wireless  cable channels and a substantially completed
transmission   facility  in  the   Jackson,   Tennessee   Market   for
approximately $2.7  million and to acquire rights to 20 wireless cable
channels in the Hot Springs,  Arkansas  Market  for approximately $1.5
million.   The  Company  also  has a pending agreement  with  Wireless
Ventures, L.L.C. ("Wireless Ventures")  to  acquire  a  fifty  percent
interest  in  Wireless  Ventures,  which  holds  BTA  (as  hereinafter
defined)   authorizations   in   certain   markets   in   Georgia  for
approximately $1.0 million.

      BTA  Auction  -  In March 1996, the Company, TruVision,  Applied
Video and Wireless One of North Carolina, LLC ("WONC") participated in
an auction (the  "BTA Auction") conducted by the FCC for the exclusive
right to apply for  available Multipoint Distribution Services ("MDS")
commercial  channels  in   certain   designated  Basic  Trading  Areas
("BTAs"), subject to compliance with the  FCC's interference standards
and other rules.  The Company, TruVision, Applied  Video and WONC were
the winning bidders for FCC authorizations in 72 BTA markets (the "BTA
Markets"),  and  such authorizations, which primarily  will  increase,
upon FCC approval,  the  number  of expected channels in the Company's
Markets  where BTAs are held, are reflected  in  the  information  set
forth herein.   Subsequent  to the BTA Auction and consistent with FCC
rules, the Company filed applications  for  authorizations in each BTA
Market.  Approximately 95% of these authorizations  have  been granted
by  the  FCC.  The winning bids of the Company, TruVision and  Applied
Video in the  BTA  Auction aggregated approximately $30.3 million (net
of a small business bidding credit), 80% of which was financed through
indebtedness provided to the Company by the United States government.

      The FCC plans to auction off additional spectrum in the  2.3 GHz
band.  Management is evaluating the potential use of this spectrum and
its participation in the upcoming auction.

Business Strategy

      The Company's  primary business objective is to develop wireless
cable television systems  in  markets in which the Company believes it
can  achieve  positive  System EBITDA  (as  defined  in  "Management's
Discussion  and  Analysis  of   Financial  Condition  and  Results  of
Operations")  upon achieving 2,500  to 3,000 subscribers.  The Company
intends to accomplish this business objective  through  implementation
of the following operating strategies.

      Rural  market  focus  -  The Company generally obtains  wireless
cable channel rights and  locates operations in geographic clusters of
small to mid-size markets that have a significant number of households
not  currently passed by traditional  hard-wire  cable.   The  Company
believes  that  such  markets  have  less competition from alternative
forms  of entertainment and are characterized  by  a  relatively  high
number of  "value  conscious"  consumers,  and that the Company's low-
priced   service  is  the  most  economical  subscription   television
alternative  for  many  consumers  in  such markets.  Furthermore, the
Company believes that its Markets typically  have  a  stable  base  of
subscribers,  which  has  allowed  the  Company to maintain an average
turnover  or  "churn" rate below 2.5% per month  for  the  year  ended
December 31, 1996.   Lower  churn rates result in reduced installation
and marketing expenses.

      Contiguous geographic cluster   -   The  Company  believes  that
through  its large contiguous geographic cluster it is able to achieve
significant  cost  savings  through centralization of operations.  The
Company further believes that  its  contiguous  cluster simplifies its
market  launch  program  by  facilitating  the  movement   of  skilled
personnel  from  one  launch  market  to  another.   The  Company also
believes  that  a  contiguous  cluster  is more attractive to regional
advertisers  and offers greater opportunities  for  telecommunications
and other sources of revenue.

      Low cost  structure   -   Wireless  cable systems typically cost
significantly  less  to build and operate than  traditional  hard-wire
cable systems because,  unlike  traditional  hard-wire  cable systems,
they  do  not  require an extensive network of coaxial or fiber  optic
cable, amplifiers  and  related  equipment (the "Cable Plant") for the
transmission of programming.  Once  the  Company  constructs a headend
for  a  system, the Company estimates that each additional  subscriber
will require  a  capital  expenditure  of  approximately $375 to $500,
consisting of, on average, $240 to $300 of equipment  and $135 to $200
of installation labor and overhead charges.  The Company also believes
that  its  cost  structure  compares  favorably  with  that of  direct
broadcast satellite ("DBS") operators, which must incur the fixed cost
of  a  satellite  and  the  variable  cost of subscriber receive  site
equipment, which is typically twice the  cost of the Company's receive
site equipment.

      Focused operating strategy  -  The Company  attempts  to  manage
subscriber  growth  in  order  to  make  the most efficient use of its
assets,  assure  customer satisfaction and minimize  its  churn  rate.
Within a Market, the  Company  initially  targets  selected geographic
sub-markets characterized by a significant number of  households  that
are  unpassed  by cable or are served by smaller independent hard-wire
cable operators  and  focuses  marketing  on  such sub-markets so that
subscribers generally wait no more than ten days  from initial inquiry
to commencement of service.  The Company seeks to maintain high levels
of  customer  satisfaction in installation, maintenance  and  customer
service.   To  minimize   churn,   the  Company  charges  an  up-front
installation fee, utilizes prequalified  customer  lists  and performs
credit checks on potential subscribers that are not prequalified.   In
addition,  the  Company  has  a  customer retention program focused on
resolving customer complaints and  identifying potential non-pays in a
timely manner.

Subscription Television Industry

      The subscription television industry  began in the late 1940s to
serve  the  needs  of residents of predominantly  rural  areas  having
limited  access  to local  off-air  VHF/UHF  channels.   The  industry
subsequently expanded  to  metropolitan  areas  because,  among  other
reasons,  its  systems  were  able  to offer better reception and more
programming   than   local  off-air  VHF/UHF   channels.    Currently,
subscription television  systems typically offer a variety of services
including basic service, enhanced  basic service, premium service and,
in some instances, pay-per-view service.

      Typically, subscription television providers charge customers an
installation fee plus a fixed monthly  fee  for  basic  service.   The
monthly  fee  for  basic  service  is  based on the number of channels
provided, operating and capital costs of  the provider and competition
within  the  market,  among other factors.  Subscribers  who  purchase
enhanced  basic  service  or  premium  services  usually  are  charged
additional monthly  fees  corresponding  thereto.   Monthly  fees  for
basic, enhanced basic and premium services constitute the major source
of  revenue for subscription television providers.  Converter rentals,
remote  control  rentals,  installation  charges and reconnect charges
also  comprise  a  portion  of  a subscription  television  provider's
revenues, but generally do not comprise a major component of revenues.

Traditional Hard-Wire Cable Technology

      Most subscription television systems are hard-wire cable systems
which  currently use coaxial cable  to  transmit  television  signals,
although  many  have  upgraded  or  are considering upgrading to fiber
optic  cable  which  provides greater channel  capacity  than  coaxial
cable.  Traditional hard-wire  systems  have  headends  which  receive
signals  for programming services, which signals have been transmitted
to the headend  by  local  broadcast  or  satellite  transmissions.  A
headend  consists  of  signal  reception,  decryption, retransmission,
encoding and related equipment.  The operator then delivers the signal
from the headend to customers via an extensive  network  of coaxial or
fiber  optic cable, amplifiers and related equipment.  The  use  of  a
network  of coaxial cable inherently results in signal degradation and
increases  the  possibility  of outages.  Specifically, signals can be
transmitted via coaxial cable  only  a relative short distance without
amplification.  However, each time a television  signal passes through
an amplifier, some measure of noise is added.  A series  or  "cascade"
of   amplifiers   between   the   headend  and  a  customer  leads  to
progressively greater noise and for  some viewers, a degraded picture.
In addition, an amplifier must be properly  balanced or the signal may
be improperly amplified.  Failure of any one amplifier in the chain of
a Cable Plant will black out the transmission  signal  from the failed
amplifier  to  the end of the cascade.  Although fiber optic  networks
will substantially  reduce  the transmission problems of coaxial cable
systems and will expand channel  capacity,  the  installation  of such
networks  will  require  a  substantial  investment by hard-wire cable
operators.

Wireless Cable Development

      Although regulatory and other obstacles  impeded  the  growth of
the  wireless  cable  industry  through  the  1980s,  during the 1990s
several developments have facilitated the growth of the wireless cable
industry,  including  (i) regulatory  reforms  by the FCC intended  to
encourage the growth of the wireless cable industry and its ability to
compete with hard-wire cable operators, (ii) Congressional scrutiny of
the  rates  and  practices of the hard-wire cable industry,  (iii) the
increasing availability  of  programming for wireless cable systems on
non-discriminatory terms, (iv) consumer  demand  for  alternatives  to
hard-wire   cable  service,  (v) the  aggregation  by  wireless  cable
operators of  a  sufficient  number  of channels in certain markets to
create a competitive service and (vi) the  increased  availability  of
capital to wireless cable operators in the public and private markets.

      Like  a  traditional  hard-wire  cable  system, a wireless cable
system  receives programming at a headend.  Unlike  traditional  hard-
wire cable  systems,  however,  programming  is  then retransmitted by
microwave transmitters operating in the 2150-2162  MHZ  and  2500-2686
MHZ  portions  of  the  electromagnetic  radio  spectrum 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  a clear LOS from the  headend  to  a  subscriber's  receiving
antenna.  To ensure the clearest LOS possible, the Company has placed,
or plans to  place,  its  transmitting  antennae on towers and/or tall
buildings.   In each of the Company's Markets,  the  Company  believes
there to be a  number of acceptable locations for the placement of its
towers.  Additionally,  many LOS obstructions can be overcome with the
use of signal repeaters which  retransmit  an otherwise blocked signal
over a limited area.  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  system capital  cost  per  installed
subscriber.

Channels and Channel Licensing

      Channels Available for Wireless  Cable   -  The FCC licenses and
regulates  the  use  of channels used by wireless cable  operators  to
transmit video programming  and other services, which are known as MDS
channels.  In 50 large markets  in  the  U.S.,  33 analog channels are
available for wireless cable (in addition to any local off-air VHF/UHF
broadcast  channels  that  are not retransmitted over  wireless  cable
channels).  In each other market, 32 analog channels are available for
wireless cable (in addition  to  any  local  off-air VHF/UHF broadcast
channels  that  are not retransmitted over wireless  cable  channels).
The actual number  of  wireless cable channels available for licensing
in any market is determined  by  the FCC's interference protection and
channel allocation rules.  Except  in  limited  circumstances,  20  of
these  channels  in  each  geographic  area  are generally licensed to
qualified  educational organizations ("ITFS" channels).   In  general,
each of these  channels  must  be used an average of at least 20 hours
per week for educational programming.  The educational requirement may
be satisfied by such programming  as the Discovery Channel, PBS and C-
SPAN.  The remaining air time ("excess air time") on each ITFS channel
may be leased to wireless cable operators  for commercial use, without
further restrictions (other than the right of the ITFS license holder,
at its option, to recapture up to an additional  20  hours of air time
per  week  for educational programming).  Lessees of ITFS  excess  air
time  generally have the  right to transmit  to  their customers at no
incremental cost the  educational programming provided  by  the lessor
on one or more of its ITFS channels, thereby providing wireless  cable
operators  who lease  such channels  with greater flexibility in their
use of ITFS channels.  The  remaining  MDS channels available in  most
of  the Company's operating and targeted markets are made available by
the FCC for full-time commercial usage without educational programming
requirements.  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.  The same FCC effective
control requirements  apply  to  ITFS licensees.   In  addition,  ITFS
excess capacity leases cannot exceed  a term of 10 years from the time
that the  lessee  begins using  the channel capacity.   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.

      Licensing Procedures  -  The FCC  awards  ITFS  and MDS licenses
based upon applications demonstrating that the applicant  is  legally,
technically and financially qualified to hold the license and that the
operation  of  the  proposed  station  will  not  cause  impermissible
interference  to  other  stations  or  proposed  stations entitled  to
interference protection.  The FCC accepts applications  for  new  ITFS
stations  or  major  modifications  to  authorized  ITFS  stations  in
designated  filing  "windows."  Where two or more ITFS applicants file
for the same channels  and  the proposed facilities cannot be operated
without  impermissible  interference,   the   FCC  employs  a  set  of
comparative criteria to select from among the competing applicants.

      In 1996, the FCC adopted a competitive bidding  mechanism  under
which  initial MDS licenses for 493 designated BTAs were auctioned  to
the highest  bidder.  Auction winners could obtain the exclusive right
to apply for available  MDS  channels  within  such  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 and timely  submitted
to the FCC the required down payment for its BTA Markets.  The Company
filed applications  for  MDS  channels  in  all  of  its  BTA Markets.
Approximately  95%  of these authorizations have been granted  by  the
FCC.

      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
must be completed  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.  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.   The  construction  requirements  applicable  to MDS stations
licensed pursuant to the BTA Auction are substantially different.  The
licensee  must build stations covering two-thirds of the  area  within
its control in the BTA within five years.

      ITFS  and  commercial licenses generally have terms of 10 years.
Applications for renewal of MDS and ITFS licenses 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 of 1934, as amended  (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.

Availability of Programming

      Once  a  wireless  cable  operator  has obtained  the  right  to
transmit  programming over specified frequencies,  the  operator  must
then obtain the right to use the programming to be transmitted.

      General   -  Currently, with the exception of the retransmission
of  VHF/UHF broadcast  signals,  the  Company's  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  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
cable programmers,  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 programming and 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 by 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,  several of such 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
24  to  31  wireless  cable  channels  offered  by  the Company in its
Operating Systems.

      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
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   -   Under the retransmission provisions
of the 1992 Cable Act, 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 transmission consent rules, if  the
receive-site  antenna  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 retransmit 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 Company  will  be  able  to obtain
requisite  broadcaster  consents,  the  Company  believes that in most
cases it will be able to do so for little or no additional cost.

Operations

      Installation  -  When a potential subscriber requests service, a
signal reception survey is made at the potential subscriber's premises
to  determine  whether  LOS  transmission is possible   The  potential
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 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  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 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
subscriber's initial request for service.

      Billing   -   The  Company  believes that its billing procedures
help minimize churn.  Subscribers are  billed  on the first day of the
month for that month's service with payment due  on  the  fifteenth of
the  month.   The  Company  encourages  delinquent accounts to pay  by
disconnecting either premium channels or  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  60  days  past  due,  total
service  is  disconnected  and the Company's collection team initiates
the collection process.  The  local system manager from each market is
responsible for retrieving the equipment from disconnected subscribers
on a timely basis.  After the canceled  customer's  account becomes 90
days  past due, a collection "threat letter" is sent to  the  canceled
subscriber. If no payment is made within 15 days of the threat letter,
the account is written off the Company's books, turned over to a third
party collector and reported to the credit bureau in that region.

      Equivalent  Billing Units  -  The Company reports its subscriber
base on  an  equivalent  billing  unit  ("EBU")  basis to consistently
account for subscribers. In converting total subscribers in a multiple
dwelling unit ("MDU") to  EBU's, the  Company divides  its total basic
service charge for the MDU, whether  bulk or  individually billed,  by
the  basic  service rate  charged  to its single family units ("SFU"),
currently $19.95.

      Marketing  -  Prior to commencing operations in  a  new  system,
the  Company  develops  a marketing plan designed to manage subscriber
growth and to ensure that  the  quality  of installations and customer
service remains high.  The Company prioritizes  areas  of  the  market
according  to  the number of unpassed homes, the relative strength  of
any traditional  hard-wire  competitors,  the  existence of terrain or
obstructions  that  would  impede  LOS  transmissions,   the  economic
demographics  of  the area and the percentage of single family  homes.
On the basis of such  analysis  the market is divided into sub-markets
based on zip codes and/or mail carrier  routes and the sub-markets are
prioritized on the basis of their attractiveness to the Company.

      In  each sub-market, the Company's marketing  staff  develops  a
targeted marketing  plan  that  typically  includes  direct  mailings,
telemarketing   follow-up   calls  and  selected  door-to-door  sales.
Separate marketing teams focus  on adding commercial subscribers (such
as  restaurants, business offices and auto dealers) and MDU contracts.

      The Company markets  its  wireless cable 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 customers is a
major advantage over the direct broadcast satellite technology.

      Customer  Service   -   The  Company has established the goal of
maintaining high levels of customer  satisfaction.   In furtherance of
that  goal,  that 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  substantially  outage-free,  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 or better in quality to
that  typically 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  the  Operating  Systems and Future
Launch Markets, the Company believes that it has assembled  sufficient
channel  rights  and  programming  agreements to provide a programming
package competitive with those offered  by traditional hard-wire cable
operators.   Additionally,  the  Company uses  equipment  which  (when
channel availability is sufficient)  enables  it to offer pay-per-view
programming and addressability.

      Price   -   The  Company  offers its subscribers  a  programming
package consisting of basic service,  enhanced  basic service, premium
programs and premium packages.  The Company can offer  a  price to its
subscribers  for  basic  service  and  enhanced basic service that  is
typically  lower  than  prices  for  the  same   services  offered  by
traditional rural hard-wire cable operators because of lower operating
costs.   The  rates  charged by cable operators for their  programming
services are regulated  pursuant to the 1992 Cable Act, as modified by
the Telecommunications Act  of  1996 (the "1996 Act").  The Company is
unable to predict precisely what effect FCC rate regulations will have
on  the  rates  charged  by  traditional  hard-wire  cable  operators.
Notwithstanding the regulations, however, the Company believes it will
continue  to be price competitive  with  traditional  rural  hard-wire
cable operators with respect to comparable programming.

Operating Systems and Future Launch Markets

      The table  below  provides  information  regarding the Company's
Markets.   "Estimated  Total  Households"  represents   the  Company's
estimate  of  the  total  number  of  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  intends  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
households that can receive an adequate 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.

      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  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 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 customers  in  some  or all of its Markets.  In
addition, with the cooperation of the Company, certain channel lessors
may file applications with the FCC to modify  certain channel licenses
in the Company's Markets to allow for the relocation  of some channels
from   their  currently  authorized  transmission  site.   While   the
Company's  leases with such licensees require their cooperation, 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, FCC interference protection
requirements may impact efforts to modify licenses.

<TABLE>
<CAPTION>


                            Estimated  Estimated                   Subscribers at
                              Total       LOS       Acquisition or   December 31,  Penetration
                            Households Households    Launch Date        1996           Rate
                            ---------- ----------    -----------   --------------  -----------
Operating Systems:
 <S>                        <C>        <C>           <C>              <C>             <C>
 Lafayette, LA                180,300    153,200     January 1994      1,458          0.95%
 Lake Charles, LA             111,600     92,500     April 1994        2,716          2.94%
 Wharton, TX                  102,300     92,000     June 1994         2,484          2.70%
 Bryan/College Station, TX    102,700     65,600     May  1995         4,269          6.51%
 Pensacola, FL                217,400    157,900     July 1995         2,835          1.80%
 Panama City, FL              108,300     83,300     September 1995    2,561          3.07%
 Monroe, LA                   114,100     89,600     October 1995      2,961          3.30%
 Milano, TX                    40,900     36,800     October 1995      1,958          5.32%
 Tullahoma, TN                109,600     73,600     November 1995     2,233          3.03%
 Bunkie, LA                    94,700     81,600     December 1995     2,629          3.22%
 Gainesville, FL(2)           138,700    115,200     January 1996      3,376          2.93%
 Brenham, TX                   39,500     32,100     February 1996     2,068          6.44%
 Jeffersonville, GA           189,300    147,000     March 1996        1,427          0.97%
 Bucks, AL                    150,800    113,700     April 1996        1,580          1.39%
 Fort Walton Beach, FL         64,200     54,600     May  1996           779          1.43%
 Dothan, AL                   100,500     81,200     June 1996           880          1.08%
 Jackson, MS                  211,500    176,900     July 1996        12,682          7.17%
 Delta, MS(3)                 100,800     92,800     July 1996         4,953          5.34%
 Gulf Coast, MS(4)            132,300    121,700     July 1996         4,053          3.33%
 Demopolis, AL                 17,500     15,600     July 1996           792          5.08%
 Oxford, MS                    60,100     53,500     July 1996         1,640          3.07%
 Natchez, MS                   76,500     60,000     July 1996         1,618          2.70%
 Houma, LA                     81,700     69,500     July 1996           663          0.95%
 Lawrenceburg, TN (5)          76,400     44,100     August 1996         656          1.49%
 Huntsville, AL(5)            196,800    181,900     August 1996       4,182          2.30%
 Alexandria, LA                31,700     26,900     August 1996         706          2.62%
 Meridian, MS                  73,300     44,800     September 1996      750          1.67%
 Albany, GA                    92,900     67,600     September 1996      463          0.68%
 Tupelo, MS                   130,900     90,600     November 1996       267          0.29%
 Florence, AL                  62,000     55,800     November 1996       140          0.25%
 Starkville, MS                84,100     65,200     December 1996        46          0.07%
 Charing, GA                   41,100     38,400     December 1996        --          0.00%
                            ---------  ---------                      ------          -----
Total Operating System      3,334,500  2,675,200                      69,825          2.61%
                            =========  =========                      ======          =====

</TABLE>

                                       Estimated     Estimated
                                         Total          LOS       Expected
                                       Households    Households  Channels (6)
                                       ----------    ----------  ------------
Future Launch Markets:
    Ocala, FL(7)                         275,500      186,200         24
    Chattanooga, TN                      276,100      200,600         31
    Bedian/Huntsville, TX                 89,000       50,200         31
    Freeport, TX                         192,700      173,400         29
    Hattiesburg, MS                      121,400       88,800         31
    Flippin, TN                           56,700       49,600         20
    Jackson, TN(8)                       123,900       86,400         22
    Memphis, TN                          433,200      382,200         23
    Bankton, AL                           64,800       41,300         20
    Gadsden, AL(7)                       198,100      133,300         29
    Montgomery, AL                       149,200      114,300         27
    Selma, AL                             35,700       26,000         31
    Groveland, GA(9)                     172,800      136,000         20
    Hoggards Mill, GA                     22,600       13,000         20
    Matthews, GA                         193,600      158,700         31
    Tarboro, GA                           81,500       65,200         20
    Valdosta, GA(10)                     103,200       81,300         29
    Mariana, FL                           56,700       44,900         24
    Auburn, AL                            62,200       47,700         27
    Birmingham, AL                       308,400      276,900         28
    Mobile, AL(7)(11)                     66,100       40,400         21
    Six Mile, AL                          32,600       27,000         20
    Tuscaloosa, AL                        87,100       69,600         28
    Woodville, AL                         29,700       25,000         17
    Hot Springs, AR(8)                   103,800       71,200         16
    Pine Bluff, AR(12)                    86,300       57,900         16
    Tallahassee, FL                      129,800      115,000         31
    Columbus, GA                         160,100      116,500         31
    Vidalia, GA                           50,800       34,500         24
    Bowling Green, KY(13)                126,900       68,300         20
    Abita Springs, LA                    217,300      116,800         20
    Amite, LA                             50,100       34,400         20
    Baton Rouge, LA(7)                   261,700      235,500         20
    Leesville, LA                         43,500       26,700         28
    Natchitoches, LA(7)                   30,600       24,800         25
    Ruston, LA                            44,700       24,300         22
    Tallulah, LA                          19,500       17,600         20
    Moorehead City, NC                    82,700       55,900         16
                                       ---------    ---------        ---
    Total Future Launch Markets        4,640,600    3,517,400
                                       ---------    ---------
                                       7,975,100    6,192,600
                                       =========    =========

(1)  "Penetration  Rate"  equals  the  number of  subscribers in an Operating
      System  divided  by  the Estimated LOS  households  in  that  Operating
      System.
(2)   Ten channels currently  utilized in the Gainesville, Florida System are
      operated under special temporary FCC authorization.
(3)   Eight channels currently  utilized  in  the  Delta  System are operated
      under special temporary FCC authorization.
(4)   Four channels currently utilized in the Gulf Coast System  were granted
      by the FCC without acting on an objection filed by a third party.
(5)   The  Huntsville, Alabama System and the Lawrenceburg, Tennessee  System
      were launched  in  February  1991  and  January 1995, respectively, but
      acquired by the Company in August 1996.
(6)   Expected  Channels  include  (i) wireless  cable  channels  and,  where
      applicable, local off air VHF/UHF channels that  are  not retransmitted
      by  the  Company via wireless cable frequencies and (ii) channels  with
      respect to  which the Company has a lease with a channel license holder
      or applicant  for  a  channel  license or for which the Company has the
      exclusive right to apply for as  a  result  of being the high bidder at
      the BTA Auction. Certain licenses cannot be issued  until  interference
      agreements  with nearby licensees or applicants can be secured.   There
      can be no assurance  that  such interference agreements will be secured
      or that applications for channel licenses will be granted.
(7)   Four of the ITFS channels for  the  Ocala  Market,  four  of  the  ITFS
      channels  for  the  Mobile  Market,  four  of the ITFS channels for the
      Gadsden  Market,  sixteen of the ITFS channels   for  the  Baton  Rouge
      Market and 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.
(8)   This Market is subject to a pending acquisition.
(9)   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.
(10)  The Company has entered into  a letter of intent to acquire rights to 9
      channels in Valdosta, Georgia.   There  can  be  no  assurance that the
      Company  will  enter into a definitive agreement with respect  to  such
      channels.
(11)  An existing wireless  cable  operator  is  serving  a  small  number of
      subscribers in this market with an 11 channel MDS system.
(12)  The Company believes that another entity has leased rights to 20  other
      channels that are the subject of pending ITFS applications.
(13)  The  Company  currently  leases  eight  channels  in  the Bowling Green
      Market, 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.

                                ______________________


      Wireless One of  North Carolina, L.L.C. -  In 1995, the Company entered
into  a  joint  venture with  CT  Wireless  Cable,  Inc.,  a  North  Carolina
corporation, and  O. Gene  Gabbard,  for  the  purpose of forming WONC to (i)
develop and operate wireless cable systems in the state of North Carolina and
in the Greenville and Spartanburg, South Carolina  Markets,  (ii) enter  into
lease  agreements  with various educational organizations for the use of ITFS
wireless cable channels,  (iii) bid  for,  purchase, or otherwise acquire the
use of licenses for commercial wireless cable  channels, and (iv) develop and
operate wireless cable systems using the leased  ITFS and acquired commercial
wireless  cable  channels.   The Company holds a 50%  interest  in  WONC,  CT
Wireless Cable, Inc. holds a 48%  interest in WONC, and O. Gene Gabbard holds
a 2% interest in WONC.

      In December 1996, WONC was awarded  the  right to use frequencies owned
by the University of North Carolina ("UNC") to develop  a statewide MMDS/ITFS
network.   Specifically,  the  contract allows WONC to build  wireless  cable
systems across the state, in part  using  the 40 granted and numerous applied
for frequencies of UNC.

      The Company estimates that WONC has aggregated  a  spectrum covering in
excess  of one million LOS households.  The Company estimates  that  the  UNC
frequencies  will enable the joint venture to reach approximately 900,000 new
LOS households  in  the  state, bringing the total LOS households in the WONC
footprint to approximately  2.0  million.   The  Company  is working with its
joint venture partners to evaluate the best financing plan for WONC.

      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 wireless cable systems in the
following markets:

                                       Estimated
                                         Total         Estimated LOS
Market                                 Households        Households
------                                 ----------      --------------
Asheville, NC                            246,700           93,300
Fayetteville, NC                         245,300          179,700
Greenville, NC                            99,200           57,500
Hickory, NC                              376,800          162,700
Jacksonville, NC                         136,700          116,200
Rocky Mount, NC                          199,100          178,900
Roanoke Rapids, NC                        44,700           38,000
Wilmington, NC                           136,900          123,400
Rockingham, NC                            93,200           86,600
Elizabeth City, NC                        63,800           35,500
Raleigh, NC                              217,800          142,400
Winston-Salem, NC                        546,400          357,200
Charlotte, NC                            577,400          377,400
                                       ---------        ---------
      Total                            2,984,000        1,948,800
                                       ---------        ---------
                              __________________________


      Operating Systems   -   At  December  31,  1996,  the  Company  had  32
Operating  Systems.   The  Company  generally  offers  20  to  26 basic cable
channels  and  one to three premium channels in each Market.  In 95%  of  its
Operating Systems,  the Company also offers at least one pay-per-view channel
and expects to offer  at least one pay-per-view channel in all of its Markets
during 1997.  In addition, the Company retransmits five local off-air VHF/UHF
channels along with its wireless channels, which provide its subscribers with
access to local news, including  weather  news.   The basic package ranges in
price from $15.95 to $19.95 per month, with an additional $6.95 to $19.95 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 depicts the Company's current programming  line-up
in a typical Operating System.

                         Company Channel Offerings

      BASIC
ABC (local network affiliate)                The Learning Channel (education)
AMC (classic movies)                         Mind Extension University
Black Entertainment Television                 (education)
  (special interest)                         The Nashville Network (music)
CBS (local network affiliate)                NBC (local network affiliate)
Country Music Television                     Nickelodeon (children's)
CNN (news)                                   PBS (education, general interest)
C-SPAN (public affairs)                      SportSouth (southeast U.S. sports)
Discovery (science)                          TBS Superstation (sports, movies)
The Disney Channel (1)                       TNT (sports, movies)
ESPN (sports)                                USA (general interest)
The  Family Channel (family                  The Weather Channel (weather)
entertainment)
Fox (local network affiliate)
PREMIUM                                      PAY-PER-VIEW
Home Box Office                              Viewer's Choice
Showtime
The Disney Channel(1)
__________________

(1) The Disney Channel is part of the basic package in certain Markets and as
    a premium channel in other Markets.
                                 _________________________

      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 Future Launch Markets.   The  most  recent  five-day
window  for filing ITFS applications was completed on December  23, 1996,  in
which the  Company's  lessors filed the majority of the applications required
to effectuate its future  launch plans.  The Company's currently pending ITFS
applications are expected to  undergo  review  by  FCC  engineers  and  staff
attorneys  over  the  next  18  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 pending
applications.   If  so,  the  conflicting  applications undergo a comparative
criteria that includes whether an applicant is located in the community to be
served and is an accredited educator proposing to serve its own students.

      Historically, the outcome of the selection  process  when  two  or more
qualified  applicants  are  competing for the same channels has been somewhat
predictable based on the particular  facts and circumstances.  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.   The  failure of the Company to obtain a
sufficient  number  of channel rights in a particular  Market  could  have  a
material adverse effect on the growth of the Company.

      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 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.

System Costs

      The Company estimates that the current cost per market for transmission
(or headend) equipment and build-out  in  a typical 31 channel system will be
approximately  $1  million.   The  Company  estimates  that  each  additional
wireless cable subscriber will require an incremental  capital expenditure of
approximately  $375  to  $500, consisting of, on average, $240  to   $300  of
materials and $135 to $200 of installation labor and overhead charges.

      The operating costs for wireless cable systems are generally lower than
those for comparable traditional  hard-wire systems.  This is attributable to
lower system network maintenance and  depreciation  expense.  Programming  is
generally  available to traditional hard-wire and wireless cable operators on
comparable  terms,   although   operators  that  have  a  smaller  number  of
subscribers  often  are  required  to   pay   higher   per  subscriber  fees.
Accordingly,  operators in the initial operating stage generally  pay  higher
programming fees  on  a  per subscriber basis.  The  Company believes that it
has a  stable  base of subscribers that has allowed it to maintain an average
churn rate below  2.5%  per  month  for  the  year  ended December  31, 1996,
resulting in  reduced  installation  and marketing expenses. By locating  its
operations in  geographic clusters, the  Company believes that it can further
contain costs by  taking advantage of economies of scale in management, sales
and customer service.   For  each  Operating  System,  the Company employs  a
general  manager,  salespersons and installation  and repair  personnel.  All
other functions  are centralized, including  engineering, marketing, billing,
customer service, finance and administration.

Subscription Television Industry Trends

      The Company's  business  will  be  affected  by subscription television
industry trends, and in order to maintain and increase  its  customer base in
the years ahead, the Company will need to adapt rapidly to industry trends to
remain competitive.

      Addressability and Pay-Per-View  -  "Addressability" means  the ability
to  implement  specific  orders  from  or  send  other communications to each
subscriber,  such  as  pay-per-view  channels, without  having  to  modify  a
subscriber's equipment.  The Company provides  all  of  its  subscribers with
addressable  converters, while only a portion of traditional hard-wire  cable
operators use addressability.  Without addressability, the customer must make
two trips to the  cable  operator's  offices  in order to obtain pay-per-view
programming, once to obtain the descrambling device  and  once  to return it.
Pay-per-view  is  expected  to  become  increasingly  popular  as  additional
exclusive  events  become  available  for  distribution  on  pay-per-view and
digital compression technology greatly expands the channel capacity available
for such programming.  The Company believes its fully addressable  converters
present a competitive advantage over traditional hard-wire cable operators.

      Digital  Compression  -  Several equipment manufacturers are developing
digital compression  technology  which  would  allow  several  programs to be
carried  within the same bandwidth which presently can accommodate  only  one
program without digital compression technology.  Manufacturers have projected
varying compression  ratios for future equipment, ranging from four-to-one to
ten-to-one, which would  increase  the  channels available to be carried on a
wireless cable system using digital compression technology from 31 to between
124 and 310 channels.

      Interactivity  -  Certain traditional  hard-wire  cable  operators have
announced their intentions to develop interactive features for use  by  their
customers.   Interactivity would allow customers to utilize their televisions
for two-way communications  such  as video games, home shopping and video-on-
demand.  Extensive use of interactivity  will  likely require the development
and utilization of digital compression and cellularization.   Wireless  cable
operators  may  be  able  to  utilize  return  paths  which  the FCC has made
available for interactive communications.  At this time, the Company believes
that the widespread commercial availability of many interactive  products  is
at least several years away.

      Advertising   -   Local and national advertising continues to grow as a
source of revenue for hard-wire  and  wireless  cable operators.  The Company
recently began generating advertising revenue and  expects  to  increase this
amount  over  time as its systems mature.  The Company believes its  regional
cluster strategy  should  benefit  its  efforts in this regard because of its
ability to deliver advertising throughout  its  entire  region  and  not just
isolated markets.

Competition

      In  addition to competition from traditional hard-wire cable television
systems, wireless  cable  television operators face competition from a number
of other sources, including  potential  competition  from emerging trends and
technologies  in  the subscription television industry,  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.

      Direct Broadcast Satellite Programming  -  DBS programming involves the
transmission of an encoded  signal  directly  from a satellite to an 18 to 36
inch  dish installed at the customer's premises.   DBS  providers   currently
have approximately  five  million  subscribers  nationwide.   Currently,  DBS
operators  cannot,  for  technical  and  legal reasons, provide local VHF/UHF
broadcast channels as part of their service,  although some customers receive
such  channels  from  standard  over-the-air  antennae.    DBS   may  provide
subscribers with access to broadcast network distant signals only  when  such
subscribers reside in areas unserved by any broadcast station.  The cost to a
DBS  subscriber  for  equipment and service is generally substantially higher
than the cost to wireless  cable  subscribers.   If a subscriber is unable to
receive  local network signals off-air, due to such  subscriber's  geographic
location, the subscriber would be able to receive the network signals through
DBS transmissions, but such transmissions would be limited to distant, rather
than local,  network signals.  The Company does not currently experience, and
does not anticipate  in  the near future that it will experience, significant
competition from DBS in its  Markets  due  primarily  to DBS' higher cost and
failure  to provide local VHF/UHF broadcast channels.  In  August  1996,  the
U.S. Copyright Office issued an advisory letter indicating that it "would not
question"  copyright  statements  filed  by  DBS  operators  that include the
retransmission of local broadcast signals.  While this development eliminates
some of the legal obstacles to the retransmission of local broadcast stations
by DBS systems, there is no indication that DBS operators have  developed the
a technical means to effectively carry and transmit local broadcast stations.

      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  -  The 1996 Act permits Local  Exchange  Carriers
("LECs") to provide  video  service  in their telephone service areas.  Under
existing  FCC  rules  LECs may provide "video  dial  tone"  service,  thereby
allowing  LECs  to  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, (ii)  construct  new
distribution plants in conjunction with a local cable operator to offer video
dialtone  service or (iii) acquire or merge  with  existing  franchise  cable
systems outside  of  the  telephone  companies'  respective telephone service
areas.  While the competitive effect of the offering  by  telephone companies
of video dialtone and fiber optic based subscription television  services  is
still  uncertain,  the  Company  believes that wireless cable technology will
continue to offer a lower cost alternative  to video dialtone and fiber optic
distribution technologies.

      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.

      Local Multi-Point Distribution Service ("LMDS")  -   In  1993,  the FCC
initially  proposed to redesignate a portion of the 28 GHz  band to create  a
new video programming  delivery  service  referred to as LMDS.  In July 1995,
the FCC proposed to award licenses in each  of 493 BTAs pursuant to auctions.
Sufficient spectrum for up to 49 analog channels  has been designated for the
LMDS  service.   LMDS  is  a competitive technology tailored  more  for  high
density urban areas due to the  relatively  small  radius  of its signal.  At
this  time,  the Company does not have plans to participate in  the  upcoming
auction.

Regulatory Environment

      General  -  The wireless cable 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 within
the spectrum available to wireless  cable;  to  approve the assignment and/or
transfer of control of such licenses; to approve  the  location  of  wireless
cable systems; to regulate the kind, configuration and operation of equipment
used  by  wireless  cable  systems;  and  to  impose certain equal employment
opportunity  and  reporting  requirements  on  channel  license  holders  and
wireless cable 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 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 must lease  from  the  holders of channel licenses the right to use
wireless cable channels, 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 Cable 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.

      Interference   -   Wireless  cable  transmissions  are  subject  to FCC
regulations  governing  interference and transmission quality.  Other than  a
limited number of experimental  and  developmental  systems,  wireless  cable
systems  transmit  in  a standard analog format.  The FCC has adopted interim
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.

      The FCC also  regulates 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  during  excess  capacity use by a wireless cable
operator, 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.

      The 1992 Cable Act  -  The 1992 Cable Act imposed additional regulation
on  traditional hard-wire cable operators and permits regulation of hard-wire
cable  rates  in  markets  in which there is no "effective competition."  The
1992 Cable Act, among other  things,  directed the FCC to adopt comprehensive
new  federal  standards for local regulation  of  certain  rates  charged  by
traditional hard-wire  cable  operators.  The 1992 Cable Act also deregulated
traditional  hard-wire  cable in  a  given  market  once  other  subscription
television providers serve,  in  the  aggregate,  at  least  15% of the cable
franchise area.  Rates charged by wireless cable operators, typically already
lower than traditional hard-wire cable rates, are not subject  to  regulation
under  the  1992  Cable  Act.   Pursuant  to  the 1992 Cable Act, the FCC has
required traditional hard-wire cable operators to implement rate reductions.

      The 1996 Act  -  A principal focus of the  1996  Act  is  freeing local
telephone  companies  and long distance telephone companies from barriers  to
competing  in  each  other's   lines   of   business,  and  preempting  state
restrictions on competition in the provision  of local telephone service.  In
addition, the 1996 Act contains provisions which amend the 1992 Cable Act and
which affect wireless cable operators.

      A  significant potential effect on the Company  of  the  1996  Act  may
result from its provisions exempting traditional hard-wire cable systems from
rate regulation.  In particular, the 1996 Act will end rate regulation of all
but basic  cable  service by 1999, and immediately removes virtually all rate
regulation  of  "Small  cable  operators,"  those  cable systems not owned by
multiple  system  cable  operators  ("MSOs")  and  serving  50,000  or  fewer
subscribers.   The  Company  believes  that  cable systems  in  many  of  the
Company's  Markets will qualify for small system  rate  deregulation and that
a  number of  them  will  raise their rates,  which may improve the Company's
price advantages over competing traditional hard-wire cable services.

      The 1996 Act also contains provisions allowing local exchange telephone
companies to offer cable service within their telephone service areas.  Under
the 1992 Cable Act, exchange telephone  companies were free to offer wireless
cable service anywhere, but could offer wired  cable  service only outside of
their exchange telephone areas or solely as common carriers,  subject  to FCC
authorization.   The  1996  Act  allows exchange telephone companies to offer
video programming services via radio  communications (such as wireless cable)
without regulation of rates or services,  to  offer  hard-wire or fiber cable
service channels for hire by video programmers, to offer  their  own hardwire
or fiber cable service over networks with channels also available  for use by
other  video  program  services providers under a modified regulatory scheme,
and  to  provide traditional  cable  service  subject  to  local  franchising
requirements.   It  is  difficult to predict the impact (if any) of final FCC
regulations  with regard to  local  exchange  telephone  companies  in  these
respects on the Company.

      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 35-mile protected 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.   Rules  adopted  by  the  FCC  pursuant to the 1996 Act permit cable
operators to offer wireless cable service  in  such  overlap  areas where the
cable company is subject to "effective competition."  Telephone companies are
not subject to any such cross-ownership 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
prohibiting  restrictions  that  impair  installation,  maintenance or use of
receive-site antennae.

      Other  Regulations  -  Wireless cable license holders  are  subject  to
regulation by  the  Federal  Aviation  Administration  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  December 31, 1996, the Company had a total  of  777  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.   The  Company also utilizes the
services  of unaffiliated independent contractors to build  and  install  its
wireless cable systems and to market its service.

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  Act  of 1934, as amended, that reflect management's best judgment
concerning the matters  contained  therein  based on factors currently known.
Actual  results  could  differ  materially from these  anticipated  in  these
"forward looking statements" as a  result  of a number 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 the  cautionary statements listed below.

      Substantial  Indebtedness  of the Company  -  As of December 31,  1996,
the Company had approximately $303.1  million  of  consolidated indebtedness.
The  Company  expects  that  it and its subsidiaries will  incur  substantial
additional indebtedness in the  future.   The  ability of the Company to make
payments of principal and interest on its outstanding indebtedness is largely
dependent upon its future performance.  Since its  inception  the Company has
sustained substantial net losses and therefore has been unable to cover fixed
charges.  The Company does not anticipate being able to generate  net  income
until  after 2001, and there can be no assurance that other factors will  not
result in  further  delays  in  generating  positive  net income.  Losses may
increase as operations in additional Markets are commenced or acquired.

      Limited Operating History; Lack of Profitable Operations; Negative Cash
Flow; Early Stage Company - The Company has a limited operating  history  and
there  is  limited historical financial information on the Company upon which
to  base  an evaluation  of  the  Company's  performance.   The  Company  has
sustained substantial  net  losses,  primarily  due  to fixed operating costs
associated with the development of its systems, interest  expense and charges
for depreciation and amortization.  The Company's accumulated  deficit  as of
December  31,  1996  was  $49.8  million.  Significant  difficulties  can  be
encountered by enterprises  in the early  stages of development, particularly
in  light  of  the  intense  competition characteristic of  the  subscription
television  industry.  There  can  be  no  assurance that realization of  the
Company's business plan, including an  increase in the  number of subscribers
or  the  launch  of   additional  wireless  cable  systems,  will  result  in
profitability or  positive  consolidated  EBITDA (as defined in "Management's
Discussion and  Analysis of  Financial Condition  and Results of Operations")
for the Company in future years.

      Need  for  Additional  Financing; Certain Covenants   -   In  order  to
finance the capital expenditures  and  related expenses needed for subscriber
growth  and  system  development,  the  Company   will   require  substantial
investment on a continuing basis.  The Company will need to obtain additional
financing in 1997 in order to continue to complete the launch  of  its Future
Launch Markets, to add subscribers in its Operating Systems and Future Launch
Markets  and  to  cover  ongoing  debt service requirements.  The amount  and
timing of the Company's future capital requirements will depend upon a number
of factors, many of which are not within the Company's control.  There can be
no assurance that the Company's future capital requirements will not increase
as a result of unexpected developments  with  respect to its Markets.   There
can be no assurance that the Company's future capital  requirements  will  be
met or will not increase as a result of future acquisitions, if any.  Certain
of  the  Company's  credit  agreements  restrict  the  amount  of  additional
indebtedness   the  Company  may  incur.   Failure  to  obtain  any  required
additional financing could adversely affect the growth of the Company.

      Need to Manage  Growth   -   Successful implementation of the Company's
business plan will require management  of  rapid growth, which will result in
an  increase  in the level of responsibility for  management  personnel.   To
manage its growth  effectively,  the  Company will be required to continue to
implement and improve its operating and financial systems and controls and to
expand, train and manage its employee base.   There  can be no assurance that
the  management,  systems  and  controls  currently  in  place,   or   to  be
implemented, will be adequate for such growth or that any steps taken to hire
personnel or to improve such systems and controls will be sufficient.

      Uncertainty of Ability to Obtain FCC Authorizations  -  In some of  its
Markets,  the  Company  does  not  currently  have  the  right  to  operate a
sufficient number of channels from the same transmitter site, and in  certain
other Markets, the Company contemplates relocating all of its channels  to  a
new  transmitter  site.   In these Markets, the Company is dependent upon (i)
the grant of pending applications  for  new  licenses  or for modification 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.
Certain  pending applications cannot be granted by the FCC until interference
agreements  with  nearby  license  holders  are  secured,  and certain of the
Company's  are  the  subject  of  competing applications.  There  can  be  no
assurance that any or all of these applications will be granted by the FCC.

      In certain cases, FCC approval  may  be  dependent  upon  the Company's
ability to engineer its use of a wireless cable channel to avoid interference
with the reception of another channel that has been licensed or for  which an
application  is  pending.   In  addition,  intervening  license grants and/or
auctions of MDS channels may adversely affect some of the  Company's  planned
applications  due  to interference considerations.  No assurance can be given
that the Company will  be able to engineer all of its channels so as to avoid
interference.

      Government Regulation   -   The  wireless cable industry is extensively
regulated by the FCC.  The FCC governs,  among  other  things,  the issuance,
renewal, assignment and modification of licenses necessary for wireless cable
systems  to operate and the time afforded license holders to construct  their
facilities.  The FCC  imposes fees for certain applications and licenses, and
mandates that  certain  amounts  of  educational,  instructional  or cultural
programming be transmitted over certain of the channels used by the Company's
existing  and  proposed  wireless  cable  systems.   The  FCC  also  has  the
authority, in certain circumstances, to revoke and cancel licenses and impose
monetary  fines  for violations of its rules.  In addition, there is no limit
on the time that may elapse between the filing of an application with the FCC
for a modification  or  a new license and action thereon by the FCC. Delay by
the FCC in processing applications could delay or materially adversely affect
the Company's plans with respect to one or more of its Markets.  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 wireless cable industry  as  a whole and on the Company
in  particular.  In addition, wireless cable operators  and  channel  license
holders  are  subject  to regulation by the FAA with respect to 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 and new taxes imposed  by
state and local authorities.

      Interference Issues  -  The Company's business plan involves moving the
authorized transmitter sites of various of its MDS and ITFS licensed stations
and obtaining the grant of licenses for its ITFS and MDS stations.  The FCC's
interference protection  standards  may  make  one  or more of these proposed
relocations or new grants unavailable, in which event it may be  necessary to
negotiate interference agreements  with  the  licensees of the stations which
would otherwise block such relocations or grants.   In  the event the Company
cannot  obtain  interference agreements required to implement  the  Company's
plans for a Market,  the  Company may have to curtail or modify operations in
the Market, which could have  a  material adverse effect on the growth of the
Company.  In addition, while the Company's leases with MDS and ITFS licensees
require their cooperation, it is possible  that  one or more of the Company's
channel lessors may hinder or delay the Company's efforts to use the channels
in accordance with the Company's plans for the particular Market.

      Competition   -   The  subscription  television   industry   is  highly
competitive.   Wireless  cable  systems  face  or  may  face competition from
several  sources, such as traditional hard-wire cable systems,  DBS  systems,
SMATV systems,  other wireless cable systems and other alternative methods of
distributing and  receiving  video  programming.   Furthermore, premium movie
services  offered  by  cable television systems have encountered  significant
competition from the home video cassette recorder ("VCR") industry.  In areas
where  several local off-air  VHF/UHF  broadcast  channels  can  be  received
without  the benefit of subscription television, hard-wire and wireless cable
systems also  have experienced competition from the availability of broadcast
signals generally and have found market penetration to be more difficult.  In
addition, within  each  market,  the  Company  must  compete  with  others to
acquire, from the limited number of wireless cable channel licenses issued or
issuable,  rights  to  a minimum number of wireless cable channels needed  to
establish  a  commercially   viable   system.   Legislative,  regulatory  and
technological  developments  may  result  in   additional   and   significant
competition, including competition from a proposed new wireless service known
as  local multipoint distribution service ("LMDS").  In some areas,  exchange
telephone companies offer video programming services via radio communications
without  regulation of rates or services, offer hardwire or fiber optic cable
service for  hire  by video programmers and provide traditional cable service
subject to local franchising requirements.

      In the Operating  Systems,  the  Company  initially  has  targeted  its
marketing  to households that are unpassed by traditional hard-wire cable and
that have limited  access  to  local off-air VHF/UHF programming.  Certain of
the hard-wire cable companies operating  in  the  Company's Markets currently
offer  a  greater  number  of channels to their customers  than  the  Company
offers.  DBS providers currently  offer  a  substantially  greater  number of
channels  than  hard-wire  or  wireless  cable  providers with a high picture
quality.  In addition, the DBS industry recently  signed  an  agreement  with
VHF/UHF  programmers  that  would allow such stations to be broadcast through
DBS systems.  Aggressive price  competition  or  the passing of a substantial
number of presently unpassed households by any existing  or  new subscription
television  service  could  have  a material adverse effect on the  Company's
results of operations and financial condition.

      New and advanced technologies for the subscription television industry,
such as DBS, LMDS, digital compression  and  fiber  optic  networks,  are  in
operation  or  are  in various stages of development.  As they are developed,
these new technologies could have a material adverse effect on the demand for
wireless cable services.   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.

      Dependence  on Channel Leases; Need for  License  Extensions;  Loss  of
Licenses by Lessors   -  The Company is dependent on leases with unaffiliated
third parties for substantially  all  of  its  wireless cable channel rights.
The  use  of wireless cable channels by the license  holders  is  subject  to
regulation  by  the  FCC,  and  the  Company is dependent upon the continuing
compliance by channel license holders  with applicable regulations, including
the requirement that ITFS license holders  must  meet certain educational use
requirements  in  order  to  lease transmission capacity  to  wireless  cable
operators.

      The Company's channel leases  typically cover four ITFS channels and/or
one to four MDS channels each.  Under  a  policy adopted by the FCC, the term
of the Company's ITFS channel leases cannot  exceed  ten  years from the time
the lessee begins using the channel.  The remaining initial  terms of most of
the Company's ITFS channel leases are approximately five to ten years.  There
is  no  restriction  on  the  length  of MDS channel leases, which frequently
extend beyond the term of the underlying  MDS license.  However, in the event
an MDS license is not renewed or is otherwise  terminated,  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.

      ITFS licenses  generally  are  granted  for a term of ten years and are
subject to renewal by the FCC.  Existing MDS licenses  generally  will expire
on May 1, 2001 unless renewed.  BTA authorizations expire ten years  from the
grant  thereof,  unless  renewed.   FCC  licenses  also  specify construction
deadlines  which,  if  not  met,  could  result  in the loss of the  license.
Requests for additional time to construct a channel  may  be  filed  and  are
subject to review pursuant to FCC rules.  The termination or non-renewal of a
channel lease or of a channel license, or the failure to grant an application
for an extension of the time to construct an authorized station, would result
in the Company being unable to deliver programming on the channels authorized
pursuant thereto.

      The  Company  contracts  with  EdNet  for the commercial use of 20 ITFS
channels in each of its Markets in the state of Mississippi.  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.  The Company has granted  EdNet  a  security  interest in all of its
Mississippi  equipment, transmitters and rights to use certain wireless cable
channels  (the  "EdNet System") in order to secure the Company's  performance
under the EdNet Agreement,  which  generally requires the Company to install,
operate and maintain a system sufficient  to  serve  95% of the population of
the licensed geographic area of Mississippi by July 1, 1998.  In the event of
a default by the Company under the EdNet Agreement, EdNet will have the right
to  operate the EdNet System and derive all income from  its  operation.   If
EdNet assumes the operation of the EdNet System, the Company will be required
to assign  its  interest  in  the  EdNet Agreement and the EdNet System or to
forfeit its interests in such assets.   Although the Company does not believe
that the termination  of or failure to renew  a  single  channel lease, other
than that with EdNet, would materially adversely affect the  Company, several
of  such  terminations or failures to renew in one or more Markets  that  the
Company actively  serves could have a material adverse effect on the Company.
In addition, the termination,  forfeiture,  revocation or failure to renew or
extend an authorization or license held by the Company's lessors could have a
material adverse effect on the Company.

      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
canceled  or  will  not  be  renewed  upon  expiration, if such contracts are
canceled 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.

      Physical Limitations of Wireless  Cable  Transmission   -  Reception of
wireless cable programming generally requires a direct, unobstructed LOS from
the  headend  to  the  subscriber's  receive-site  antenna.   Therefore,   in
communities   with  tall  trees,  hilly  terrain,  tall  buildings  or  other
obstructions in  the  transmission  path,  wireless cable transmission can be
difficult or impossible to receive at certain  locations, and the Company may
not  be  able  to  supply  service to all potential subscribers.   While  the
Company intends to employ low  power  repeaters to overcome LOS obstructions,
there can be no assurance that it will  be  able  to secure the necessary FCC
authorizations.    Based   on  the  Company's  installation   and   operating
experience, the Company believes  that its signal can be received directly by
approximately 80% of the households  within  the  Company's signal pattern in
the Operating Systems, and an average of approximately  70% of the households
within the Company's expected signal patterns for Future  Launch Markets.  In
addition  to  limitations  resulting  from terrain, in limited  circumstances
extremely adverse weather can damage transmission  and receive-site antennas,
as well as other transmission equipment.

      Dependence on Existing Management  -  The Company is dependent in large
part on the experience and knowledge of existing management.  The loss of the
services  of  one or more of the Company's current executive  officers  could
have a material  adverse  effect upon the Company.  Although, the Company has
recently added new members  to its management team, the Company believes that
it will require additional management personnel as it commences operations in
new Markets.  The failure of the Company to attract and retain such personnel
could have a material adverse effect on the Company.

Item 2.   Properties.

      The Company leases approximately 15,746 square feet of office space for
its corporate headquarters in  Baton  Rouge,  Louisiana  under  a  lease that
expires on April 30, 2001.  The Company pays approximately $131,500  per year
for such space.  The Company currently leases approximately 4,440 square feet
for  its  administrative  and regional offices in Jackson, Mississippi, which
lease expires on January 31,  2001.   The  Company pays approximately $56,500
per year for such space.  The Company is currently  in  the process of moving
its  administrative  and  regional  offices  to  a new location  in  Jackson,
Mississippi, for which it leases approximately 14,200  square  feet of office
space expiring on December 31, 2002.  The Company pays approximately $191,500
per year for such space The Company currently does and will, in  the  future,
purchase   or  lease  additional  office  space  in  other locations where it
launches additional 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.

      The Company is not a party to any litigation that would have a material
adverse  effect  on  its  business,  results   of  operations,  or  financial
condition.

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

      Not Applicable.

<PAGE>

Item 4A.   Executive Officers of the Registrant

      The following table sets forth the name, age  and  position as of March
1, 1997 with respect to the Company's executive officers:

      Name                         Age                 Position
------------------------          -----   -----------------------------------
Henry M. Burkhalter                 48    President and Vice Chairman of
                                            the Board
Sean E. Reilly                      36    Chief Executive Officer
Henry G. Schopfer, III              50    Executive Vice President, Chief
                                            Financial Officer and Secretary
Alton C. Rye                        53    Executive Vice President-
                                            Operations
Bill R. Byer, Jr.                   39    Executive Vice President-
                                            Operations
Michael C. Ellis                    30    Vice President-Controller and
                                            Assistant Secretary


      Henry M. Burkhalter  became a Director of the Company in April 1996 and
President  and  Vice  Chairman   upon   the  consummation  of  the  TruVision
Transaction on July 29, 1996.  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  been the Chairman of Pacific Coast
Paging, Inc. since 1990.  From 1974 through  1992,  he  was the President and
founder of Burkhalter & Company, a certified public accounting firm.

      Sean  E.  Reilly has served as  Chief Executive Officer and Director of
the Company since its founding in  June 1995 and as  Chief Executive  Officer
and President of the  Company's  predecessor since its founding in late 1993.
Prior to joining the Company's  predecessor,  Mr.  Reilly   served  as  Vice-
President  of  Real Estate/Mergers  and  Acquisitions,  of Lamar  Advertising
Company,  a publicly-traded outdoor advertising  company.  Mr. Reilly  served
in  the Louisiana  Legislature  as  a State Representative from March 1988 to
January 1996.

      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.

      Alton C. Rye became Executive Vice  President-Operations of the Company
in  August  1995.   Prior to joining the Company,  Mr.  Rye  served  as  Vice
President-Operations for Sammons Communications, Inc. ("Sammons"), of Dallas,
Texas, which was the  twelfth  largest cable television company in the United
States at the time it was sold.   From  August  1993  to  August 1995, he was
responsible   for   Sammons'  largest  operating  division,  which   serviced
approximately 350,000  subscribers.   From  May  1987 to August 1993, Mr. Rye
served as Vice President-Finance, Chief Financial  Officer  and  Treasurer of
Sammons.

      Bill  R.  Byer, Jr. became Executive Vice President-Operations  of  the
Company upon the  consummation of the TruVision Transaction on July 29, 1996.
Mr. Byer had been Executive  Vice  President  and  Chief Operating Officer of
TruVision since 1994.  From 1989 to 1994, he served  as  General  Manager for
MultiMedia CableVision, Inc., which operated a wireless cable system  serving
Oklahoma City, Oklahoma.  From 1984 to 1989, he served as General Manager  of
Argonox  Communications/Technivision, a wireless cable company, and from 1979
to 1984, he  served  as  General  Manager  of Movie Systems, Inc., a wireless
cable  company  serving  the  Milwaukee,  Wisconsin,  Indianapolis,  Indiana,
Oklahoma  City, Oklahoma and Ft. Lauderdale  and  West  Palm  Beach,  Florida
markets.  In  total, he has over 15 years of experience in the wireless cable
industry, managing several systems with an aggregate number of subscribers in
excess of 50,000.

      Michael C. Ellis has served as Vice President-Controller of the Company
since joining the  Company in November of 1995 and Secretary from August 1996
to February 1997.  In  February  1997,  Mr.  Ellis  was  appointed  Assistant
Secretary  of the Company.  Prior to joining the Company, he was an associate
partner in the  financial  reporting and consulting division of Postlethwaite
and Netterville, a regional  accounting and consulting firm.  He was employed
with Postlethwaite and Netterville from August 1988 to November 1995.


                                   PART II

Item 5.   Market for Registrant's Common Equity and Related Matters

      The Common Stock began trading on the Nasdaq National Market in October
1995 under  the symbol  of  "WIRL"  at  a  price  of  $10.50 per  share.  The
following table sets forth the  high and low closing bid prices of the Common
Stock  as reported by the Nasdaq National Market.

                                                      Market Price
                                                   -------------------

Fiscal Period                                      High           Low
-------------                                      ----           ---
1995:
Fourth Quarter (from October 18, 1995)           $ 17-1/4      $ 11-3/4

1996:
First Quarter                                    $ 16-3/4      $ 13-3/4

Second Quarter                                   $ 20-1/4      $ 13

Third Quarter                                    $ 18          $ 14-1/4

Fourth Quarter                                   $ 14          $  5-7/8

1997:
First Quarter (through March 14, 1997)           $  7          $  2-5/8


       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 1, 1997, there were approximately 130 holders of the Company's
Common Stock.

Item 6.   Selected Financial Data

      The selected  consolidated financial data  presented as of December 31,
1993,  1994,  1995  and  1996  and  for  the  period  from  February  4, 1993
(inception) to December 31, 1993,  and for the years ended December 31, 1994,
1995 and 1996 are  derived from  the consolidated financial statements of the
Company and its subsidiaries, which financial statements have been audited by
KPMG  Peat  Marwick  LLP,  independent  certified  public  accountants.   The
consolidated  financial statements  as of December 31, 1995 and 1996, and for
the years ended  December 31, 1994, 1995 and 1996, and the report thereon 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 certain 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 (including the notes thereto) of the
Company contained elsewhere in this report.

<TABLE>
<CAPTION>
                                      Period From
                                   February 4, 1993              Year Ended December 31,
                                    (inception) to    -------------------------------------------
                                  December 31, 1993        1994           1995           1996
                                  -----------------   ------------   ------------   -------------
<S>                                  <C>              <C>            <C>            <C>
Statement of Operations Data:
  Total revenues                     $        -       $    399,319   $  1,410,318   $  11,364,828
                                     ----------       ------------   ------------   -------------
  Operating expenses:
    Systems operations                   24,429            274,886        841,819       5,316,190
    Selling, general and
      administrative expenses           110,281          1,800,720      4,431,839      18,659,100
    Depreciation and amortization        27,489            413,824      1,783,066      11,625,507
                                     ----------       ------------   ------------   -------------
  Total operating expenses              162,199          2,489,430      7,056,724      35,600,797
                                     ----------       ------------   ------------   -------------
  Operating loss                       (162,199)        (2,090,111)    (5,646,406)    (24,235,969)
  Interest expense and
      other, net                           (411)          (171,702)    (2,046,068)    (20,134,426)
                                     ----------       ------------   ------------   -------------
  Loss before income taxes             (162,610)        (2,261,813)    (7,692,474)    (44,370,395)
  Income tax benefit                          -                  -              -       4,700,000
                                     ----------       ------------   ------------   -------------
  Net loss                           $ (162,610)      $ (2,261,813)  $ (7,692,474)  $ (39,670,395)
  Preferred stock dividends and
    discount accretion                        -                  -       (786,389)              -
                                     ----------       ------------   ------------   -------------
  Net loss applicable to
      common stock                   $ (162,610)      $ (2,261,813)  $ (8,478,863)  $ (39,670,395)
                                     ==========       ============   ============   =============
  Net loss per common share          $    (0.30)      $      (1.21)  $      (2.02)  $       (2.65)
                                     ==========       ============   ============   =============
  Weighted average common shares
    outstanding                         538,127          1,863,512      4,187,736      14,961,934
                                     ==========       ============   ============   =============
</TABLE>
<TABLE>
<CAPTION>

                                                              December 31,
                                     -----------------------------------------------------------
                                        1993               1994          1995           1996
                                     -----------      ------------   ------------   ------------
<S>                                  <C>              <C>            <C>            <C>
Balance Sheet Data:
   Working capital                   $   57,786       $ (1,537,244)  $122,084,511   $106,676,500(1)
   Total assets                         514,223          8,914,224    213,799,874    395,609,362
   Current portion of long-term
     debt                                 4,714          1,457,295        376,780      3,169,383
   Long-term debt                        14,903          2,839,602    150,871,267    299,909,221
   Deferred taxes                             -                  -              -      6,500,000
   Total stockholders' equity           458,370          4,343,713     55,649,687     70,606,682

</TABLE>
______________________________

(1)   Includes approximately  $17,637,839  and  $18,149,180 of funds  held in
escrow at December 31, 1995 and 1996  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  following  discussion  should  be  read  in conjunction  with  the
financial statements (including the notes thereto) included elsewhere in this
Annual Report.

      This  Management's Discussion and Analysis of Financial  Condition  and
Results of Operations  pertain  solely to the historical financial statements
contained herein.

      The results of operations for  the years ended December 31, 1994, 1995,
and 1996, were prepared based on the historical  results  of the Company.  On
October  18, 1995, the Company acquired certain assets of Heartland  Wireless
Communications,   Inc.,   (the   "Heartland   Division")   in   exchange  for
approximately  3.5 million shares of Common Stock and $10 million  in  notes.
As a result, the  results  of operations for the year ended December 31, 1995
includes the operating results  of the Company for the period from January 1,
1995 through October 18, 1995 and  the  combined  operating  results  of  the
Company  and  the  Heartland  Division  for  the period from October 19, 1995
through  December  31,  1995.   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 the Heartland Division,  the
TruVision  Transaction 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, interest
expense and charges for depreciation and amortization.   The  Company expects
to  experience  positive  system  EBITDA  in  the  second  half  of 1997  and
consolidated  EBITDA  (net income (loss)  plus  interest expense,  income tax
expense, depreciation and amortization expense and all other non-cash charges
less any  non-cash items which  have the  effect of increasing  net income or
decreasing  net  loss) in  the  first  half of 1998.  The  Company  had  five
Operating Systems achieve positive EBITDA for  1996  and 11 Operating Systems
positive  for the  month of December, 1996.  None of the Company's  remaining
systems had turned EBITDA positive as of December 1996, primarily as a result
of their  early stages of development and number of subscribers.  The Company
does not anticipate being able to generate net income until after the year
2001, and there can be no assurance  that  other  factors,  such  as, but not
limited  to, economic conditions, its inability to raise additional financing
or  disruptions  in  its  operations,  will  not  result in further delays in
operating  on  a profitable  basis.  Losses  may increase  as  operations  in
additional systems are commenced or acquired.

      "System EBITDA" means  net  income (loss) plus interest expense, income
tax expense, depreciation and amortization  expense  and  all  other non-cash
charges,  less  any  non-cash  items which have the effect of increasing  net
income or decreasing net loss, for a system and includes all selling, general
and administrative expenses attributable  to  employees  in that system.  For
the  periods  presented  there are no such non-cash items.  Information  with
respect  to  EBITDA is included  herein  because  it  is  a  widely  accepted
financial  indicator   of   a  company's  ability  to  service  and/or  incur
indebtedness.  EBITDA is not  intended to represent cash flows, as determined
in accordance with generally accepted  accounting principles, nor has it been
presented  as  an alternative to operating  income  or  as  an  indicator  of
operating performance  and  should  not  be  considered  as  a substitute for
measures  of  performance  prepared  in  accordance  with generally  accepted
accounting principles.

Year 1996 Compared to the Year 1995

      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 1996 were $11.4 million as
compared to $1.4 million for 1995, an increase of $10.0 million or 714%. This
increase in revenues was primarily due to the average  number  of subscribers
increasing  from  5,015  to  40,420 subscribers for the years 1995 and  1996,
respectively.  At December 31, 1995, the Company had 7,525 subscribers versus
69,825 at December 31, 1996.   Approximately  34%  of the subscriber increase
was attributable to same system growth (growth in systems in operation at the
beginning of the year and  growth in systems acquired  during  the  year from
the  date  of acquisition), 30%  was attributable  to growth  from the 14 new
systems launched during 1996,  and 36% was attributable to the acquisition of
eight Operating Systems.

      Systems  Operations  Expenses   -   Systems operations expense includes
programming  costs,  channel  lease  payments,  tower  and  transmitter  site
rentals,  cost  of  program  guides  and  certain   repairs  and  maintenance
expenditures.  Programming costs, cost of program guides,  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 1996 were $5.3 million (46% of revenue) as compared to $0.8 million  (57%
of  revenue)  for 1995, reflecting an increase of $4.5 million or 562%.  This
increase is attributable  primarily  to the increase in the average number of
subscribers in 1996 compared to 1995 as  outlined  above.   As  a  percent of
revenues, systems operations expenses have decreased as more systems mature.

      Selling,   General   and   Administrative    -   Selling,  general  and
administrative  ("SG&A")  expenses  for  1996  were $18.7  million  (164%  of
revenue) compared to $4.4 million (314% of revenue)  for 1995, an increase of
$14.3 million or 325%.  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, selling general and
administrative expenses have decreased as more systems mature.

      The Company believes such SG&A costs will not stabilize until 1998 when
all  Markets  are  expected  to  be 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 within this time period, however, the current system launch schedule
must be met and desired penetration rates must be achieved.

      Depreciation and Amortization Expense  -  Depreciation and amortization
expense for 1996 was $11.6  million versus $1.8 million for 1995, an increase
of $9.8 million or 544%.  The  increase  in  depreciation  expense during the
period was due to additional capital expenditures related to  the  launch  of
new systems and acquisitions of Operating Systems.  In addition, amortization
of  leased license costs increased due to new launches and the acquisition of
additional channel rights.

      Interest  Expense   -   Interest  expense  for  1996 was  $28.1 million
versus $4.1 million for 1995, an  increase  of  $24  million  or  585%.  This
increase in interest expense is due to the issuance of the 1995 Senior  Notes
in October 1995, and the issuance of the 1996 Senior Discount Notes in August
1996 (each as defined in "-Liquidity and Capital Resources").

      Interest  Income   -   Interest  income in 1996 was $8.1 million versus
$2.0 million for 1995, an increase of $6.1 million or 305%.  This increase in
interest income is due to the investment  of  net  proceeds from the 1995 and
1996 Unit Offerings (each as defined in "-Liquidity and Capital Resources").

Year 1995 Compared to the Year 1994

      Revenues   -  The Company's revenues for the year  ended  December  31,
1994 were $.4 million.   Subscription  revenues  from new subscribers totaled
$.25  million  or  67%  of  revenues.   Equipment sales  and  other  revenues
accounted  for $.10 million and $.05 million,  respectively,  in  1994.   All
revenues were  related  to  the Lafayette, Lake Charles, and Wharton Systems,
each of which was launched during 1994.

      For  the  year  ended  December  31,  1995  revenues,  which  were  all
subscription  revenues,  were $1.4  million.  The  increase  in  subscription
revenues of $1.15 million or 460% over 1994 was primarily attributable to the
acquisition of the Heartland  Division  in  October  1995,  the launch of the
Bryan/College Station and Pensacola Systems and the increase in revenues from
the  Company's  existing  Operating Systems.  This increase in revenues  from
existing Operating Systems  was primarily due to the Wharton and Lake Charles
Systems being operational for  12  months  in  1995  versus  seven  and eight
months,   respectively,   for  1994,  and  an  increase  in  average  monthly
subscribers in 1995 over 1994 for the Lafayette System.

      Systems Operations Expense   -   For  the year ended December 31, 1995,
systems  operations  expense  amounted  to $.8 million  as  compared  to  $.3
million for  the  prior-year period.  The increase was primarily attributable
to the increase in the number of subscribers and new market launches.

      Selling General  and  Administrative Expense  -  SG&A increased to $4.4
million as compared to $1.8 million  for  the prior period.  The $2.6 million
increase was due primarily to increase in personnel  costs,  advertising  and
marketing  expenses,  and  other  overhead  expenses  required to support the
expansion of the Company's operations.

      Depreciation and Amortization Expense  -  Depreciation and amortization
expense was $1.8 million or the year ended December 31, 1995, compared to $.4
million for the same period in 1994.  The increase was primarily attributable
to additional costs incurred by the Company through its  acquisition  of  the
Heartland  Division  and  the development and implementation of the Company's
operating plan.

      Interest Income  -  For  the  year ended December 31, 1995, the Company
earned $1.4 million on its cash equivalents  and  $.6  million from the funds
escrowed in connection with the investment of net proceeds from the 1995 Unit
Offering (as defined in "-Liquidity and Capital Resources").

      Interest  Expense   -  Interest  expense  in  1994  was  $.17  million.
During 1994, the Company established a $3.0 million revolving credit facility
from  a  bank  secured by subscription  receivables.   The  revolving  credit
facility accounted  for  $.05  million  of  interest  expense  in  1994.  The
outstanding  balance  on  the facility at December 31, 1994 amounted to  $1.1
million.  Additionally, the Company issued two discount notes that related to
the acquisition of channel rights in Pensacola and Panama City, Florida.  The
discount notes have a face  value of $3.7 million and are due in installments
through 1997.  Interest expense  related to the notes during 1994 amounted to
$.1  million.  The subsidiary of the  Company  that  owns  and  operates  the
Bryan/College  Station  System  has  outstanding  a  $.15 million convertible
debenture  that  bears  interest  at  the  prime  rate.   The   debenture  is
convertible at the option of the holder into a 20% minority interest  in such
subsidiary and is callable at a fixed price.

      Interest  expense  in  1995  was  $4.0  million.   The revolving credit
facility  was  repaid in full from the proceeds of the private  placement  of
redeemable convertible  preferred  stock  in April 1995.  Interest expense of
$.04 million was incurred in 1995 from this  revolving  credit  facility.  In
October  1995,  the  Company  issued  an  aggregate principal amount of  $150
million  of  its  1995 Senior Notes (as defined in  "-Liquidity  and  Capital
Resources").  At December  31,  1995,  interest  expense  of $3.7 million was
incurred  on  the 1995 Senior Notes.  Interest expense for the  two  discount
notes described  in  the  above  paragraph was $.3 million for the year ended
December 31, 1995.  Interest expense  on the convertible debenture related to
the Bryan/College Station System was $.01 million for the year ended December
31, 1995.

Liquidity and Capital Resources

      The  wireless  cable television business  is  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  and  (v)
investments  in  vehicles  and  administrative  offices. 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. "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 $150 million aggregate
principal amount of senior  notes  due  2003  (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 $239 million aggregate principal amounts  of  senior
discount  notes  (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 are
being used to fund the business plan of the newly acquired  markets  from the
TruVision  Transaction  and  to  fund  the  launch  and expansion of existing
markets.

      For the year ended December 31, 1994, cash used in operating activities
was  $1.7 million consisting primarily of net loss of  $2.3  million  and  an
increase  in  receivables  and  prepaid expenses of $.2 million, offset by an
increase  in  accounts  payable  and   accrued   expenses   of  $.2  million,
depreciation  and amortization of $.4 million, and non-cash expenses  of  $.2
million.  For the  year  ended  December  31,  1994,  cash  used in investing
activities was $8.2 million, consisting primarily of capital expenditures and
payments for licenses and organizational costs of approximately  $3.1 million
and  $5.1  million,  respectively.   These  investing  activities principally
related to the acquisition of equipment in certain of the Company's Operating
Systems,   as  well  as  Future  Launch  Markets  and  certain  license   and
organization  costs  related  to  those  Markets.  For the ended December 31,
1994,  cash provided by financing activities  was  $9.8  million,  consisting
primarily  of  $5.6  million  from the issuance of 1,475,823 shares of Common
Stock and $4.3 million from the  issuance  of  long-term debt associated with
license acquisition costs in Future Launch Markets, offset by $.01 million in
repayments of long-term debt.

      For the year ended December 31, 1995, cash used in operating activities
was $.6 million, consisting primarily of a net loss  of  $7.7  million and an
increase in receivables and prepaid expenses of $.6 million and  $.4 million,
respectively, offset by an increase in accounts payable and accrued  expenses
of  $6  million,  and depreciation and amortization of $1.8 million, and  net
non-cash expenses of $.3 million.  For the year ended December 31, 1995, cash
used in investing activities was $71.3 million, consisting primarily of $53.2
million applied to purchase marketable investment securities to establish the
escrow account relating to the 1995 Senior Notes and capital expenditures and
payments for licenses  and organizational costs of approximately $9.8 million
and $6.8 million, respectively.   In  addition,  the Company made investments
and  purchased  other assets at a cost of approximately  $1.5  million.   The
capital  expenditures  and  acquisition  costs  principally  related  to  the
purchase of equipment in certain of  the Company's Operating Systems, as well
as Future Launch Markets and certain license and organizational costs related
to those Markets.   For the year ended December 31, 1995, cash flows provided
by financing activities  were $182.3 million, consisting of $144.8 million in
proceeds from the issuance of long-term  debt,  $35  million in proceeds from
the issuance of common stock, and $14.3 million in proceeds from the issuance
of redeemable preferred stock, offset by $11.5 million in repayments of long-
term debt and $.3 million in payments for debt issue cost.

      For the year ended December 31, 1996, cash used in operating activities
was $22.2 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 $89.8 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 Future Launch 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
million, consisting  of  $120.7 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.

      Historically, the Company has generated operating and  net  losses  and
can  be expected to do so for at least the foreseeable future as it continues
to develop  additional  operating  systems.   Such  losses  may  increase  as
operations  in additional systems are commenced or acquired.  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, EBITDA
from more mature  systems is expected to be partially or completely offset by
negative  EBITDA from  less  developed  systems and  from  development  costs
associated with establishing 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.  Based
on its current system launch schedule and targeted penetration and subscriber
revenue rates, the Company believes it will  reach  a subscriber level in its
more mature systems (those systems with positive System EBITDA) in the fourth
quarter of 1997 to generate revenues sufficient to offset these operating and
development costs.  EBITDA is  used  to measure  performance  in the wireless
cable industry.  However, EBITDA  does not purport to represent cash provided
by or used by operating activities and should not be considered in  isolation
or  as  a substitute for measures of performance  prepared in accordance with
generally accepted accounting principles.

      The  Company  made capital expenditures, exclusive of  acquisitions  of
wireless cable systems  and additions to leased license acquisition costs, of
approximately $9.8 million and $60.4 million for the years ended December 31,
1995 and 1996, respectively.   These  expenditures  primarily  relate  to the
purchase  of  equipment  in  the  Company's  Operating Systems, as well as in
Future Launch Markets.  The Company estimates that  $87  million  in  capital
expenditures will be required over the next twelve months to continue to fund
growth in its Operating Systems and Future  Launch Markets.

      Based on the factors and results discussed  above, the Company believes
that the $105 million in unrestricted cash at December 31, 1996 is sufficient
to meet its expected capital and operating needs at  least over the next nine
to twelve months.

      Subject  to   the   limitations  of   the  indentures   governing   the
1995 Senior Notes and the 1996 Senior Discount Notes,  in order to accelerate
its growth rate and to finance general corporate activities and the launch or
build-out  of  additional  systems, the Company may supplement  its  existing
sources of funding with financing  arrangements at the operating system level
or through additional borrowings, the  sale  of  additional  debt  or  equity
securities,  including a sale to strategic investors, joint ventures or other
arrangements,   if such financing is available to the Company on satisfactory
terms.

      As a result  of  issuing  the  1995  Senior  Notes  and the 1996 Senior
Discount  Notes  and the possible incurrence of additional indebtedness,  the
Company will be required  to  satisfy  significant debt service requirements.
Following the disbursement of all of the  funds  in  the  escrow  account  in
October  1998,  a  substantial  portion  of  the  Company's cash flow will be
devoted to debt service on the 1995 Senior Notes.  Additionally, beginning on
August  1,  2001,  cash  interest will begin to accrue  on  the  1996  Senior
Discount Notes and thereafter  a  substantial  portion  of the Company's cash
flow  will be devoted to such debt service.  The ability of  the  Company  to
make payments  of  principal  and interest will be largely dependent upon its
future performance.  Many factors, some of which will be beyond the Company's
control (such as prevailing economic conditions), may affect its performance.
There  can  be  no assurance that  the  Company  will  be  able  to  generate
sufficient cash flow to  cover  required interest and principal payments when
due on the 1995 Senior Notes and the  1996  Senior  Discount  Notes  or other
indebtedness  of the Company.  If the Company is unable to meet interest  and
principal payments  in the future, it may, depending upon circumstances which
then exist, seek additional  equity  or  debt financing, attempt to refinance
its existing indebtedness or sell all or part  of  its  business or assets to
raise  funds  to  repay  its  indebtedness.   The  incurrence  of  additional
indebtedness is restricted by the indentures governing the 1995  Senior Notes
and the 1996 Senior Discount Notes.

      In managing its wireless cable assets, the Company may, at its  option,
exchange  or  trade existing wireless cable channel rights for channel rights
in markets that  have  a greater strategic value to the Company.  The Company
continually evaluates opportunities to acquire, either directly or indirectly
through the acquisition  of  other  entities,  wireless cable channel rights.
There is no assurance that the Company will not pursue any such opportunities
that may utilize capital currently expected to be  available  for its current
markets.


Item 8.   Financial Statements and Supplementary Data.

      The information required by Item 8 is set forth on pages F-1 through F-
      21  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.

      Information  concerning the Company's directors and officers called for
by this item will be  included  in  the  Company's definitive Proxy Statement
prepared in connection with the 1997 Annual  Meeting  of  Stockholders and is
incorporated herein by reference.

Item 11.   Executive Compensation.

      Information  concerning  the  compensation of the Company's  executives
called for by this item will be included  in  the  Company's definitive Proxy
Statement prepared in connection with the 1997 Annual Meeting of Stockholders
and is incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management.

      Information concerning security ownership of certain  beneficial owners
and  management  called  for  by this item will be included in the  Company's
definitive  Proxy Statement prepared  in  connection  with  the  1997  Annual
Meeting of Stockholders and incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions.

      Information  concerning  certain relationships and related transactions
called for by this item will be  included  in  the Company's definitive Proxy
Statement prepared in connection with the 1997 Annual Meeting of Stockholders
and incorporated herein by reference.

                                   PART IV

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

    (a)(1)  Financial Statements  -  Reference is made to Item 8 hereof.

    (a)(2)  Financial   Statement  Schedule   -   The   following   financial
            statement schedule  of  the  Company for the years ended December
            31, 1994, 1995  and 1996 is included  in  this  Form 10-K on page
            F-22.

                  Schedule II Valuation and Qualifying  Accounts.   All other
                  financial  statement  schedules  have  been omitted because
                  they  are  inapplicable  or  the  required  information  is
                  included elsewhere herein.

    (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 current reports on Form 8-
         K on October 17, 1996 (Item 7) and on October  30, 1996 (Items 5 and
         7).  As part of the October 30, 1996 report, the  Company  filed (i)
         the  Company's  pro forma balance sheet as of June 30, 1996 and  pro
         forma statements  of operations for the year ended December 31, 1995
         and the six months  ended  June  30,  1996; (ii) TruVision's balance
         sheets as of December 31, 1994 and 1995  and  as  of  June 30, 1996,
         Statement of Operations for the periods from inception  (November 2,
         1995) to December 31, 1993, January 1, 1994 through August  24, 1994
         and August 25, 1994 through December 31, 1994 and for the year ended
         December  31, 1995 and the six months ended June 30, 1995 and  1996,
         Statements  of  Partners  Capital  for  the  periods  from inception
         (November 2, 1993) to December 31, 1993 and January 1,  1994 through
         August 24, 1994; Statement of Changes in Stockholders Equity for the
         period  from August 25, 1994 through December 31, 1994 and  for  the
         year ended  December  31, 1995 and for the six months ended June 30,
         1995 and 1996, and Statements  of  Cash  Flows  for the periods from
         inception (November 2, 1993) to December 31, 1993,  January  1, 1994
         through  August 24, 1994, August 25, 1994 through December 31,  1994
         and for the  year  ended  December 31, 1995 and the six months ended
         June 30, 1995 and 1996; and  (iii) the combined balance sheets as of
         December 31, 1994, December 31,  1995  and  June  30, 1996; Combined
         Statements of Operations and Accumulated Deficit for the years ended
         December 31, 1993, 1994 and 1995 and for the six months  ended  June
         30,  1995  and  1996  and  Combined Statements of Cash Flows for the
         years ended December 31, 1993,  1994 and 1995 and for the six months
         ended  June 30, 1995 and 1996 of Madison  Communications,  Inc.  and
         Beasley Communications, Inc.


                              Wireless One, Inc.,
                                and Subsidiaries

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

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

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

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

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

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


                    Independent Auditors' Report


The Board of Directors
Wireless One, Inc.:


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

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

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


                                            KPMG PEAT MARWICK LLP


New Orleans, Louisiana
February 21, 1997


                           WIRELESS ONE, INC.

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

         Assets                                                 1995             1996
         ------                                            --------------   --------------
<S>                                                        <C>              <C>
Current assets:
   Cash and cash equivalents                               $  110,380,329   $  104,448,583
   Marketable investment securities - restricted
     (note 5)                                                  17,637,839       18,149,180

   Subscriber receivables, less allowance for doubtful
     accounts of $73,641 and $292,619 in 1995 and 1996,
     respectively                                                 143,633          998,734
   Accrued interest and other receivables                         405,241          464,166
   Prepaid expenses                                               796,389        1,149,296
                                                           --------------   --------------

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

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

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

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

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

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

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

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

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

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

                               WIRELESS ONE, INC.

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

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

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

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

See accompanying notes to consolidated financial statements.


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

Issuance of 1,475,823
  shares of common stock            14,758      9,145,242      (8,660,000)               -          500,000

Collections of subscriptions
  receivable                             -              -       5,647,156                -        5,647,156

Net loss                                 -              -               -       (2,261,813)      (2,261,813)
                                 ---------  -------------    ------------    -------------    -------------
Balance at December 31, 1994        20,139      9,979,861      (3,231,864)      (2,424,423)       4,343,713

Collections of subscriptions
  receivable                             -              -       3,231,864                -        3,231,864

Conversion of redeemable
  preferred stock and warrants
  into 4,524,512 shares
  of common stock                   45,246     14,453,442               -                -       14,498,688

Issuance of 3,450,000
  shares of common stock
  pursuant to initial
  public offering                   34,500     32,340,708               -                -       32,375,208

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

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

Preferred stock dividends
  and accretion of discount              -       (786,389)              -                -         (786,389)

Net loss                                 -              -               -       (7,692,474)      (7,692,474)
                                 ---------  -------------    ------------    -------------    -------------
Balance at December 31, 1995       134,988     65,631,596               -      (10,116,897)      55,649,687

Issuance of 3,442,945
  shares of common stock
  in purchase transactions          34,429     48,166,801               -                -       48,201,230

Issuance of stock options
  in purchase transactions               -      1,401,723               -                -        1,401,723

Issuance of warrants to
  purchase 544,059 shares
  of common stock                        -      5,053,387               -                -        5,053,387

Issuance of 5,000 shares of
  common stock upon exercise
  of employee stock options             50         31,000               -                -           31,050

Net loss                                 -              -               -      (39,670,395)     (39,670,395)
                                 ---------  -------------    ------------    -------------    -------------
Balance at December 31, 1996     $ 169,467  $ 120,284,507    $          -    $ (49,787,292)   $  70,666,682
                                 =========  =============    ============    =============    =============
</TABLE>

            See accompanying notes to consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>
                               WIRELESS ONE, INC.

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


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

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

                   Notes to Consolidated Financial Statements
                         December 31, 1995 and 1996

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

     (a) Nature of Operations

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

     (b) Consolidation Policy

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

     (c) Property and Equipment

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

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

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

     (d) License and Leased License Investment

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

     (e) Long Lived Assets

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

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

     (f) Revenue Recognition

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

     (g) Income Taxes

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

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

     (h) Net Loss Per Common Share

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

     (i) Debt Issuance Costs

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

     (j) Cash and Cash Equivalents

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

     (k) Use of Estimates

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


     (l) Marketable Investment Securities

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

     (m) Reclassifications

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

(2)  Liquidity

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

(3)  Initial Public Offering and Heartland Transaction

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

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

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


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

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

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

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

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

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


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

(4) Acquisitions

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


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

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

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

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

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


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


(5)  Marketable Investment Securities - Restricted

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

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

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

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

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

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

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

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

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

(7)  Other Assets

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


                                                      1995          1996
                                                   ---------     ----------
     Debt issuance costs, net of accumulated
       amortization of $163,927 and $1,068,230
       in 1995 and 1996, respectively             $ 6,053,898    $ 11,129,764
     Deposits and other                             1,410,543         492,747
     Investments in unconsolidated subsidiaries       225,504       2,810,079
                                                  -----------    ------------
                                                  $ 7,689,945    $ 14,432,590
                                                  ===========    ============

     Investments in unconsolidated subsidiaries relates to the Company's
     50% investment in Wireless One North Carolina, LLC (WONC) accounted
     for  on the equity  method  and  its  16.5%  investment in Telecorp
     Holding  Corp,  Inc., (Telecorp) accounted for on the cost  method.
     WONC  is  in  the  business  of acquiring, developing and operating
     wireless cable television systems in North Carolina. Telecorp is in
     the  business of  acquiring  personal communication  service  (PCS)
     licenses  for  the  purpose  of  developing  and   operating  a PCS
     network.   Neither of these entities has commenced operations as of
     December 31, 1996.

(8)  Long-term Debt

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


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

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


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

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

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

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


(9)  Income Taxes

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

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

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


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

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

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


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

(10) Redeemable Convertible Preferred Stock

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

(11) Stockholders' Equity

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

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

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

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

(12) Stock Option Plan

     In  October  of   1995,  the  Company  adopted  the  1995  Long-Term
     Performance Incentive  Plan  (the  "Incentive Plan"), which provides
     for  the grant to key employees of the  Company  of  stock  options,
     appreciation  rights,  restricted  stock, performance grants and any
     other type of award deemed to be consistent  with the purpose of the
     Incentive Plan.

     The  total  number of shares of Common Stock which  may  be  granted
     pursuant to the  Incentive  Plan  is  1,300,000.  The Incentive Plan
     will  terminate  upon the earlier of the  adoption  of  a  Board  of
     Directors' resolution terminating the Incentive Plan or on the tenth
     anniversary  of  the  date  of  adoption,  unless  extended  for  an
     additional  five-year   period  for  grants  of  awards  other  than
     incentive stock options.

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

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

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

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

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

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

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


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

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

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

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

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

</TABLE>

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

<TABLE>
<CAPTION>

                 Options Outstanding                        Options Exercisable
-------------------------------------------------------   ------------------------
                                 Weighted-
                                  Average     Weighted-                  Weighted-
                      Number     Remaining     Average      Number        Average
    Range of       Outstanding  Contractual   Exercise    Exercisable    Exercise
Exercise Prices    at 12/31/96     Life         Price     at 12/31/96      Price
---------------    -----------  -----------   --------    -----------    ---------
<S>                <C>             <C>        <C>           <C>          <C>
$ 4.16 - $ 6.21      421,145       7.9        $ 5.6545      271,793      $ 5.3492

$ 6.63 - $ 7.59      310,840       9.2        $ 7.0985      195,226      $ 6.8200

$10.24 - $13.83      264,428       8.4        $11.6020       17,440      $10.7221

$15.25 - $16.25       32,000       7.6        $15.5937            0      $ 0.0000
                   ---------       ---        --------      -------      --------
                   1,028,413       8.4        $ 7.9295      484,459      $ 6.1353
                   =========       ===        ========      =======      ========
</TABLE>

(13)    Commitments and Contingencies

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

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

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

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

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

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

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

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


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

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

(14) Concentrations of Credit Risk

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

(15) Supplemental Cash Flow Information

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

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

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

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

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

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


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

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

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

(16) Disclosures About Fair Value Of Financial Instruments

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


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

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

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

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

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

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

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

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

Deducted in balance sheet from
  other assets: Amortization
  of debt issuance costs            163,926        904,304            -     1,068,230
                                  ---------     ----------    ---------   -----------

         1995
Deducted in balance sheet from
  subscriber receivables:
Allowance for doubtful accounts       4,000        196,281      126,640        73,641
                                  ---------     ----------    ---------   -----------

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

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

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

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

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

</TABLE>

                                  SIGNATURES

      Pursuant to the requirements of Section  13 of the Securities Exchange
Act of 1934, the registrant has duly caused this  report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 27, 1997.

                                    WIRELESS ONE, INC.



                                    By: /s/ Henry M. Burkhalter
                                       --------------------------------------
                                                  Henry M. Burkhalter
                                             President and  Vice-Chairman
                                                      of the Board

      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 March 27, 1997.


 /s/ Hans J. Sternberg                 Chairman of the Board
----------------------------------
Hans J. Sternberg


 /s/ Henry M. Burkhalter               President and Vice Chairman of the
----------------------------------     Board
Henry M. Burkhalter


/s/ Sean E. Reilly                     Chief Executive Officer and Director
----------------------------------     (Principal Executive Officer)
Sean E. Reilly

/s/ Henry G. Schopfer, III             Executive Vice President, Chief
----------------------------------     Financial Officer and Secretary
Henry G. Schopfer, III                 (Principal Financial Officer)


/s/ Michael C. Ellis                   Vice President, Controller and
----------------------------------     Assistant Secretary
Michael C. Ellis                       (Principal Accounting Officer)


/s/ William K. Luby                     Director
----------------------------------
William K. Luby


/s/ Arnold L. Chavkin                   Director
----------------------------------
Arnold L. Chavkin


/s/ Daniel L. Shimer                    Director
----------------------------------
Daniel L. Shimer


/s/ J. R. Holland, Jr.                  Director
----------------------------------
J. R. Holland, Jr.


/s/ William J. Van Devender             Director
----------------------------------
William J. Van Devender


                                        Director
----------------------------------
David E. Webb


                                EXHIBIT INDEX
                                                                  Sequentially
Exhibit No.                   Description                        Numbered Page


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

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

3.1(ii)   Bylaws of the Registrant(2)

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

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

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

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

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

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

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

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

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

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

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

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

  10.9    Acquisition and Market Escrow Agreement among the
          parties to Exhibit 2.1 dated July 29, 1996(1)

  11.1    Statement re: Computation of Ratio of Per Share
          Earnings

  21.1    Subsidiaries of the Registrant

  23.1    Consent of KPMG Peat Marwick LLP

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

   *  Executive Compensation Plans and Arrangements