Exhibit 10.11

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



                             August ___, 1997

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

Attn: Henry Burkhalter, President


     Re:  Transport Rights

Dear Mr. Burkhalter:

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

     In connection with System Operator's program to establish and maintain
Signal  Distribution  Systems  in  MDU  Properties  and to act as DIRECTV's
commissioned sales representative therein, DIRECTV is  willing  to  provide
certain  transport rights to System Operator under the terms and conditions
set forth  herein.   SUCH  RIGHTS  ARE INTENDED TO ALLOW SYSTEM OPERATOR TO
UTILIZE THE SATELLITE FEED OF PROGRAMMING  PROVIDED  BY  DIRECTV TO DELIVER
DIRECTV PROGRAMMING TO RESIDENTS OF WIRELESS CABLE PROPERTIES ("RESIDENTS")
WHO RECEIVE SYSTEM OPERATOR'S WIRELESS CABLE SERVICE.

                             ARTICLE I

                            DEFINITIONS

     1.1  DEFINED TERMS.  The following capitalized terms  shall  have  the
following  definitions.   Certain  other  capitalized  terms shall have the
meanings  given  them  elsewhere  in  this Transport Agreement  or  in  the
Agreement.

     "Authorized Service" shall mean each  DIRECTV  Programming Service (as
defined below) as to which System Operator has executed  an  agreement with
the provider thereof (an "Affiliation Agreement"), satisfactory to DIRECTV,
stating  that  (a)  System  Operator possesses all of the necessary  rights
(including music performance rights) to distribute such service as received
from the DBS Distribution System  (as  defined below) under and pursuant to
such provider's agreement with System Operator  regarding  distribution  of
the  programming  service, (b) the distribution of such programming service
by System Operator shall not implicate in any way DIRECTV's agreements with
the provider of programming  service  and  (c)  in  no  event  shall System
Operator or any party to whom System Operator distributes programming  from
the DBS Distribution System pursuant to this Transport Agreement be counted
or  considered,  as  a  subscriber  or  customer of DIRECTV under DIRECTV's
agreements with such programming provider. DIRECTV may revoke the status of
any DIRECTV Programming as an Authorized  Service  for  failure to meet the
definition set forth above, and as directed by the programming provider for
failure to comply with the terms of the Affiliation Agreement.

     "DBS  Distribution  System"  shall  mean the distribution  system  for
video,  audio,  data  and  other  programming services  (including  without
limitation,  cable  programming services)  whereby  the  cable  programming
satellite signal or feed is received from DIRECTV's transponder source by a
DIRECTV turnaround earth-station facility which compresses and encrypts the
signal or feed and then  uplinks  it at one of the DIRECTV Frequencies on a
DBS  communications satellite located  at  or  about  101(  West  Longitude
orbital location for transmission to those parties authorized by DIRECTV.

     "DIRECTV   Frequencies"  shall  mean  the  DBS  operating  frequencies
associated with the  101( West Longitude orbital location for which DIRECTV
Enterprises,  Inc.  is  the  Federal  Communications  Commission-authorized
permitee.

     "DIRECTV Programming  Services"  shall  mean  the programming services
described on Exhibit A hereto (as amended from time  to  time by DIRECTV in
its sole discretion).

     "Wireless Cable Property" shall mean a condominium complex,  apartment
building  (including  both rental and cooperative apartments), or townhouse
community, located in the  Territory, comprised of multiple dwelling units,
which in each case is occupied  by  a  single  family  household and is not
generally  accessible to the public or otherwise shares a  common  area  to
which there  is  unrestricted access by two or more persons, and which unit
may receive System Operator's wireless cable service.

ARTICLE II

GENERAL RIGHTS AND OBLIGATIONS

     2.1  GRANT OF RIGHTS.

          (a)  DIRECTV  hereby  grants to System Operator the non-exclusive
right to, and System Operator may,  at  its own cost, access the Authorized
Services  provided  via  the  DBS  Distribution   System  for  purposes  of
distributing  such  Authorized  Services  to Wireless Cable  Properties  in
compliance with the terms of this Transport Agreement.

     2.2  SATELLITE FEED TRANSMISSION.  The  parties  acknowledge and agree
that  System  Operator  shall distribute the satellite feed  of  Authorized
Services  provided  by  DIRECTV   to   Residents   via   System  Operator's
Distribution Equipment (as defined herein) pursuant to the  terms of System
Operator's agreements with the providers of such Authorized Services.   The
parties  further  agree  that each such agreement with the providers of the
Authorized Services is solely  between  System  Operator  and  the relevant
provider of Authorized Services and that DIRECTV bears no responsibility or
liability whatsoever to any provider of  DIRECTV Programming Services or to
any  Wireless  Cable  Property  relating  to the distribution to Residents.
System Operator shall be responsible for all  fees  and charges required to
be paid by or on behalf of each Resident in connection  with  the provision
of  the  Authorized Services, including, but not limited to, any  copyright
royalty fees.

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

     2.4  ACTIVATION INFORMATION.  System Operator shall forward to DIRECTV
a  notice  when  a  Wireless  Cable Property is ready for activation, which
notice shall contain such information regarding the Wireless Cable Property
as may be reasonably requested by DIRECTV (the "Activation Request").  Only
after receiving and approving the  Activation  Request from System Operator
shall  DIRECTV  be  obligated  to  arrange for the necessary  authorization
messages to the Distribution Equipment.

     2.5  DIRECTV  PROGRAMMING.  System   Operator   shall  distribute  the
Authorized  Services  in  their  entirety, in the original  format  and  as
provided by DIRECTV.  System Operator  shall  not modify, add to, delete or
in  any way alter the satellite feed provided by  DIRECTV,  or  insert  any
commercial announcement or other materials in such feed.

     2.6  PROVISION,  INSTALLATION  AND MAINTENANCE OF HARDWARE; DISCLAIMER
OF  WARRANTY.  [Confidential  information   has   been  omitted  and  filed
separately  with the Commission.]  SYSTEM OPERATOR UNDERSTANDS  AND  AGREES
THAT  DIRECTV   HAS  NO  RESPONSIBILITY  WHATSOEVER  FOR  THE  DISTRIBUTION
EQUIPMENT OR FOR  THE  PROVISION  OF THE SERVICES BY SYSTEM OPERATOR TO ITS
RESIDENTS AND THAT DIRECTV HEREBY DISCLAIMS  ALL  WARRANTIES,  EXPRESS  AND
IMPLIED,   IN   CONNECTION  WITH  THE  DISTRIBUTION  EQUIPMENT.   ALL  SUCH
WARRANTIES ARE EXPRESSLY  EXCLUDED.   DIRECTV  IS  NOT  RESPONSIBLE FOR ANY
INCIDENTAL   OR   CONSEQUENTIAL  DAMAGES,  INCLUDING,  WITHOUT  LIMITATION,
RELATING TO THE DISTRIBUTION EQUIPMENT.

ARTICLE III

TERM AND TERMINATION

          3.1  TERM.   The  term  of  this Transport Agreement (the "Term")
shall commence on the date first written above and terminate on the earlier
of (i) the termination of the Agreement for any reason, or (ii) any date on
which this Transport Agreement is terminated  pursuant to the terms of this
Transport Agreement or at law.

          3.2  TERMINATION.  Either  party  may  terminate  this  Transport
Agreement, at any time upon any of the following occurrences:  (a) upon the
failure  by  the other party, its successors or assignees  to  perform  any
material obligation  hereunder which is not cured or as to which reasonable
steps to cure have not  been  commenced  (or  are not thereafter diligently
pursued)  within  [confidential  information  has been  omitted  and  filed
separately  with  the  Commission]  days after receipt  of  written  notice
thereof from the affected party; or (b)  upon  the  assignment by the other
party   of   this  Transport  Agreement  contrary  to  the  terms   hereof.
Termination of  this Transport Agreement pursuant to this Section 3.2 shall
not relieve either  party  of  any  of its liabilities or obligations under
this Transport Agreement which shall  have  accrued on or prior to the date
of such termination.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

          4.1  SYSTEM   OPERATOR.   System  Operator   hereby   represents,
warrants and covenants that:

               (a)  System  Operator shall comply with and abide by any and
all agreements and/or requirements  as  may  be  requested  by providers of
Authorized  Services,  each  as  applicable  to  System  Operator  and  its
employees  and agents in connection with the performance of its obligations
pursuant to this Transport Agreement;

               (b)  System  Operator  has  in effect as of the date of this
Transport Agreement, and shall maintain in full force and effect throughout
the Term or shall immediately notify DIRECTV  if  not  in  full  force  and
effect,  (i)  agreements with the providers of Authorized Services granting
to System Operator  those  rights  necessary  to  permit System Operator to
distribute  the Authorized Services to SO Properties  and  (ii)  agreements
with  such  providers  containing  provisions  necessary  to  qualify  such
programming provided  as  Authorized  Services (true and complete copies of
such agreements qualifying such programming  are attached hereto as Exhibit
B).  System Operator shall, from time to time as agreements are signed with
additional  program  providers, provide to DIRECTV,  for  its  approval  in
granting additional Authorized  Services, true and complete copies of those
agreements containing provisions  necessary  to qualify such programming as
Authorized Services; and

               (c)  System Operator shall, at  its sole expense, obtain all
permits and licenses which may be required under  any  applicable  federal,
state   or  local  law,  rule,  regulation  or  ordinance  to  perform  its
obligations pursuant to this Transport Agreement.

          4.2  DIRECTV.   DIRECTV hereby represents, warrants and covenants
that DIRECTV shall, at its  sole  expense,  obtain all permits and licenses
which may be required under any applicable federal,  state  or  local  law,
rule,  regulation  or ordinance to perform its obligations pursuant to this
Transport Agreement.

     4.3  NO WARRANTY.  System Operator understands and agrees that DIRECTV
makes no warranty whatsoever  concerning  the  rights  of  any  provider of
programming,  or  any other person or entity, to offer, provide or  utilize
the DBS Distribution  System,  including without limitation, the Authorized
Services, or any programming contained therein.

ARTICLE V

ADDITIONAL RIGHTS AND OBLIGATIONS

     5.1  INDEMNIFICATION.

          (a)  In addition to those  indemnification  obligations contained
in the Agreement, System Operator shall indemnify and hold harmless each of
DIRECTV, its Affiliated Companies (as defined below), and  their respective
employees, officers, directors, contractors, subcontractors  and authorized
distributors  (the  "DIRECTV  Indemnitees")  from and against any  and  all
claims,   damages,   costs,  expenses  and  other  liabilities   (including
attorneys'   fees  and  other   costs   of   investigation   and   defense)
(collectively,  "Claims")  arising  out of, directly or indirectly, (i) any
breach  or  alleged  breach  of System Operator's  obligations  under  this
Transport Agreement, (ii) any  negligence  in  the  performance  of  System
Operator's obligations under this Transport Agreement, (iii) any failure or
alleged  failure  by  System  Operator  to obtain any necessary trademarks,
copyrights,  licenses and any other intellectual  property  or  use  rights
required in connection  with  System  Operator or the Residents' use of, or
for DIRECTV's distribution to System Operator  of,  the Authorized Services
(including without limitation, the right to use any of its programs, or the
names,  voices,  photographs,  music,  likenesses  or  biographies  of  any
individual participant or performer in, or contributor to,  any  program or
any  variations  thereof),   (iv)  System  Operator's  installation  and/or
maintenance  of  the Distribution Equipment or any other equipment utilized
in connection with the provision of services to Residents, or (v) DIRECTV's
feed transmission  via  the  DBS  Distribution  System,  System  Operator's
distribution,  or  the  cessation  of  either  such  feed  transmission  or
distribution  of  Authorized  Services,  to  Residents  (including, without
limitation, Claims for license fees by any person or entity  and all Claims
by  any  programmer  or  any  rights  holder).   As  used in this Transport
Agreement, "Affiliated Companies" shall mean, with respect to any person or
entity,  any  other  person  or entity directly or indirectly  controlling,
controlled by or under common control (i.e., the power to direct affairs by
reason of ownership of voting  stock,  by  contract or otherwise) with such
person  or entity and any member, director, officer  or  employee  of  such
person or entity.

          (b)  DIRECTV  shall  indemnify  and  hold harmless each of System
Operator,  its  Affiliated  Companies,  and  their  respective   employees,
officers,    directors,    contractors,   subcontractors   and   authorized
distributors (the "System Operator  Indemnitees")  from and against any and
all Claims arising out of, directly or indirectly, any  breach  or  alleged
breach of DIRECTV's obligations under this Transport Agreement.

          (c)  Notwithstanding  anything  to the contrary contained herein,
System  Operator  expressly  waives any right  to  indemnification  arising
primarily out of (i) the content  of  any  programming  (including  without
limitation claims relating to trademark, copyright, music, performance  and
other   proprietary  interests),  or  (ii)  the  construction,  use  and/or
operation of DIRECTV's satellite(s) and related systems.

          (d)  Termination of this Transport Agreement shall not affect the
continuing obligations of the parties hereto as indemnitors hereunder.

     5.2  NO  UNAUTHORIZED WARRANTIES OR REPRESENTATIONS..  System Operator
shall not make  any  warranty  or  representation  inconsistent  with or in
addition  to  any  warranty or representation stated in writing by DIRECTV.
If System Operator makes  any  such  inconsistent or additional warranty or
representation,  System Operator shall,  at  its  own  expense,  indemnify,
defend and hold DIRECTV harmless from any claim relating thereto.

     5.3  CESSATION  OF  DISTRIBUTION/TERMINATION  OF  TRANSPORT AGREEMENT.
[Confidential  information has been omitted and filed separately  with  the
Commission.]

     5.4  FORCE  MAJEURE.   Notwithstanding  any  other  provision  in this
Transport  Agreement,  neither  System  Operator nor DIRECTV shall have any
liability to the other or any other person  or  entity  with respect to any
failure of System Operator or DIRECTV to perform its obligations  under the
terms  of  this  Transport  Agreement  if  such  failure  is due to a Force
Majeure.   "Force  Majeure"  shall  mean  any  labor dispute; fire;  flood;
earthquake; riot; legal enactment; government regulation;  Act  of God; any
problem associated with the construction, use and/or operation of DIRECTV's
satellite(s)   or   related   systems;  any  problem  associated  with  any
scrambling/descrambling  equipment   or   any   other  equipment  owned  or
maintained by others; or any cause beyond the reasonable  control  of  both
parties.

          IN  WITNESS  WHEREOF,  the  parties  have  caused  this Transport
Agreement to be executed as of the date first above written.

DIRECTV, INC.                                WIRELESS ONE, INC.



BY:  /s/ Gene Gonzalez                       BY: /s/ Henry Burkhalter
   ---------------------------                  --------------------------
      Name:  Gene Gonzalez                      Name:
      Title:  Director                          Title: