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, 1997
o     Transition report pursuant to Section 13 or 15(d)  of  the
      Securities Exchange Act of 1934

                       Commission File Number 0-26836
                             WIRELESS ONE, INC.

          (Exact name of registrant as specified in its charter)


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


         1080 River Oaks, Suite A150
         Jackson, MS                                   39208
         (Address of principal executive offices)      (Zip Code)

                                (601) 936-1515
                        (Registrant's telephone number,
                             including area code)

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

                                     None

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

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

      Indicate  by  check mark whether the registrant (1) has filed all reports
required to be filed  by  Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12  months  (or  for  such  shorter  period  that the
registrant was required to file such reports) and (2) has been subject to  such
filing requirements for the past 90 days. Yes  *  No
                                              ---    ---
      Indicate  by  check  mark  if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not  contained herein, and will not be contained,
to  the best of registrant's knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III of this Form 10-K or any
amendment to this Form 10-K.  Yes  *   No
                                  ---     ---

      The  aggregate market value of the voting stock  held  by  non-affiliates
(affiliates  being directors, executive officers and holders of more than 5% of
the  Company's   common  stock)  of  the  Registrant  at  March  23,  1998  was
approximately $5.3  million.

      The number of  shares  of  the registrant's common stock, $0.01 par value
per share, outstanding at March 23, 1998 was 16,910,064.

                      DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the registrant's  Proxy Statement for its 1998 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, 1997


                               TABLE OF CONTENTS
                                                                          PAGE

PART I

   Item 1. Business..........................................................1
   Item 2. Properties.......................................................23
   Item 3. Legal Proceedings................................................24
   Item 4. Submission of Matters to a Vote of Security Holders..............24
   Item 4A. Executive Officers of the Registrant............................24


PART II

   Item 5. Market for Registrant's Common Equity and Related Matters........25
   Item 6. Selected Financial Data..........................................26
   Item 7. Management's Discussion and Analysis of Financial Condition
           and Results of Operation.........................................27
   Item 8. Financial Statements and Supplementary Data......................32
   Item 9. Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure.........................................32

PART III

   Item 10. Directors and Executive Officers of the Registrant..............33
   Item 11. Executive Compensation..........................................33
   Item 12. Security Ownership of Certain Beneficial Owners and Management..33
   Item 13. Certain Relationships and Related Transactions..................33

PART IV

   Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.33

Financial Statements.......................................................F-3

Financial Statement Schedule..............................................F-24

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

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



                                    PART I
ITEM 1.   BUSINESS


OVERVIEW

      Wireless One, Inc. (the "Company")  is a broadband wireless operator that
acquires, develops, owns and operates wireless  video  cable systems, primarily
in  small to mid-size markets in the southern and southeastern  United  States.
The Company is also devoting  resources to the development of data services and
products  to  use  its wireless spectrum and system infrastructure.  Currently,
the Company is developing  and  commencing  the launch of a high-speed, two-way
internet access product, its first entry into  data  services.   Wireless cable
programming  and  the  Company's   internet access product are 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's  video  business targets markets with  a  significant
number of multi-family dwelling units  ("MDU")  and  single family housing unit
("SFU")  households  that  can  be  served by LOS transmissions  and  that  are
unpassed  by  traditional hard-wire cable.   The  Company's  data  service  and
products business  primarily  targets  small  to  mid-size businesses and small
offices.  The Company's 80 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.

      Many of the MDU and SFU households in the Company's Markets, particularly
in  rural areas, 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  MDU  and  SFU  households that are passed by cable are served by cable
operators with lower quality  service  and  more  limited reception and channel
lineups  than  the  Company's.   As  a result, the Company  believes  that  its
wireless  cable television service is an  attractive  alternative  to  existing
television choices for MDU's and for both passed and unpassed SFU households in
many of its  Markets.   With  its  data  services products, the Company targets
commercial customers who do not have access  to  high-speed  service from local
exchange carriers or other dedicated service providers.

      At December 31, 1997, the Company's Markets included 34  markets in which
the  Company  has  systems in operation (" Operating Systems") and  33  markets
("Future Development  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 MDU or an  internet focused 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 Development Markets.  Through increases in the number of subscribers  in
its  Operating Systems and the launch of two new systems in 1997, the Company's
aggregate  number  of subscribers increased from 69,825 at December 31, 1996 to
114,934 at December  31,  1997,  representing a penetration rate of 4.0% of the
LOS households in the  Operating Systems at December 31, 1997.


RECENT DEVELOPMENTS

      In  March 1997, the Company entered  into  an  agreement  with  BellSouth
Wireless  Cable,  Inc.  ("BellSouth")  to  acquire  for  $1.1  million  certain
licenses  in   the   Wireless   Communications   Service  ("WCS")  through  the
partitioning, spectrum disaggregation or outright  assignment  of  WCS licenses
currently held by BellSouth.  The WCS spectrum acquired from BellSouth includes
nine  major economic areas in the southern and southeastern United States,  and
generally covers the Company's wireless spectrum "footprint" with the exception
of its  western  Louisiana and Texas Markets.  The Company plans to use the WCS
licenses for the upstream  transmission  of  data  from subscriber locations in
connection  with its two-way wireless  internet access  product.   Applications
for Federal Communications  Commission  ("FCC")  consent  to  the  contemplated
transaction  are  pending.   In  the interim, the Company is operating under  a
developmental license from the FCC and has rights to lease these channel rights
from BellSouth for a nominal fee.   The  Company believes that by utilizing the
WCS spectrum in the design of its two-way, high-speed  internet product, it has
a  competitive  advantage  over its hard-wire  competitors  and  other  one-way
wireless alternatives.

      In  September  1997,  the   Company  and  DirecTV,  a  digital  satellite
programming provider, entered into  a long-term cooperative marketing agreement
(the "DirecTV Agreement").  The DirecTV  Agreement  allows  the  Company to (i)
establish  and  maintain  MDU  reception  equipment  able  to  receive  DirecTV
programming,  (ii)  act  as a commercial sales representative to MDU properties
for DirecTV programming packages  and (iii) provide supplemental programming to
its MDU subscribers through certain  programming  transport  services. Terms of
the DirecTV Agreement include an activation commission structure  and a revenue
sharing  provision based on sales of DirecTV programming packages and  specific
penetration goals.

      The  DirecTV  Agreement  provides  the  Company with the ability to offer
MDU's products combining the Company's traditional  wireless video service with
DirecTV digital satellite service.  The Company offers  its  MDU  subscribers a
package    generally    limited    to   local   off-air   network  and  weather
programming  and  enhanced  packages  that also include either DirecTV  digital
programming  packages  or  wireless  video   programming   packages  at  prices
competitive with traditional hard-wire cable operators. The  Company intends to
market  this  product  to  the  approximately  3.4  million  MDU units  located
throughout  its  80  markets, which include apartments, colleges,  and  nursing
homes.  The Company plans  to pursue a DBS alliance to facilitate the marketing
of digital satellite programming  to SFU's in its Markets.  In this regard, the
Company has held discussions with DirecTV  to  expand  the DirecTV Agreement to
include  the  marketing of DirecTV program offerings to SFU's  located  in  the
Company's Markets.

      During the  third  quarter  of  1997,  the  Company focused its marketing
efforts on developing its DirecTV Agreement.  Because  of the lower capital and
operating costs per subscriber and the enhanced programming  available  through
its DirecTV MDU product, the Company believes that this focus will provide  the
Company  with  the  best use of its wireless spectrum, existing infrastructure,
and the opportunities  provided  by  the marketplace.  As a result, the Company
has de-emphasized the growth of its SFU business and currently does not plan to
launch new systems focused on SFU's.   Accordingly, the Company has implemented
changes  to its business operations to reduce  personnel  and  other  operating
expenses to the levels needed to implement these refocused business objectives,
including  a  reduction  of  approximately 45% in the number of employees as of
March 1, 1998.

      In October 1997, in accordance  with  the  terms of its purchase and sale
agreement  with  Skyview  Wireless  Cable,  Inc.,  the Company  terminated  the
agreement to acquire rights to 22 wireless cable channels  and  a substantially
complete  transmission  facility  in  the  Jackson,  Tennessee Market for  $2.7
million in cash and to acquire the rights to 20 wireless  cable channels in the
Hot  Springs,  Arkansas  Market  for  approximately $1.5 million.   This  event
resulted in the termination of a Stock  Escrow  Agreement and the return to the
Company of 36,633 of its common shares, under the  terms  and conditions of the
merger agreement between the Company and TruVision Wireless, Inc in July 1996.

      In  January   1998,  the  Company  sold its 16.5 % interest  in  Telecorp
Holding Corporation, Inc., a holder of 10  MHz  personal communication services
("PCS") licenses in the southeastern United States, for $2.5 million yielding a
gain of approximately $1.0 million.


DEVELOPMENT OF NEW PRODUCTS

      The Company has devoted  resources to the development  and  is commencing
the  commercial  launch  of  a  high-speed,  two-way  wireless  internet access
product.  The  internet product, to be marketed under the  name  "WarpOne" uses
existing broadband technology to deliver high-speed data services.  The product
will  transmit  downstream data at speeds up to 10 megabytes per second  (Mbps)
and upstream at speeds  up  to 1.44 Mbps.   The design of the  internet product
allows this service to be delivered  over  any  of the Company's existing MMDS,
ITFS,  MDS  and WCS channels.  Currently, the Company  plans  to  use  its  WCS
licenses for  upstream transmissions from subscribers and a MDS or ITFS channel
for downstream  transmissions to subscribers.  All necessary equipment required
for this product will be co-located at the Operating System's existing wireless
video headend, therefore  providing  virtually  the  same  service  area as the
operating wireless video system.

      Marketing  of the  internet product will initially target small  to  mid-
size business customers.   Other  opportunities  exist  for home offices, large
corporations, MDU's, schools and other entities that may  not  have  access  to
high-speed  services  from  local  exchange carriers or other dedicated service
providers.  The Company began providing  service  to  customers in its Jackson,
Mississippi, Market in March 1998, and plans  to introduce    this  product  in
three  additional   Markets during 1998. Future markets will be  launched based
on  market demographics and capital resources.


BUSINESS STRATEGY

      The Company's primary business objective is to develop its video and data
service products.  The  Company  also  seeks  to develop new products that will
enhance  revenue  from its traditional video business,  optimize  existing  and
future assets and increase  the  value  of  its  wireless spectrum. The Company
intends to accomplish these objectives through implementation  of the following
operating strategies:

      Focused  Video  Marketing  Strategy  -  Future marketing efforts  of  the
Company will focus on offering subscription  video  services  to  MDU's  and on
maintaining   its  existing  SFU  subscriber  base.   Through  its  cooperative
marketing agreement  with  DirecTV, the Company intends to offer enhanced video
programming packages that include  local  off-air  network  and  digital  cable
programming.  By  focusing  on  the  MDU  market  segment versus individual SFU
growth, the Company believes that it will incur lower  capital  costs to launch
new markets, reduced capital costs per subscriber addition, a lower  churn rate
and lower operating and marketing expenses.

      Rural  market focus  - The Company generally owns wireless cable  channel
rights and locates  operations  in  geographic  clusters  of  small to mid-size
markets  that  have  a  significant  number  of  MDU's  and SFU households  not
currently  passed by hard-wire cable competitors, or are served  by  relatively
weak hard-wire  cable competitors.  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
will  allow the Company to maintain an average  turnover  or "churn" rate below
2.5%  per  month.  Lower churn rates result in reduced operating,  installation
and marketing expenses.

      Contiguous  geographic  cluster  -  The Company believes that through its
large contiguous geographic cluster  it  is able to achieve significant capital
and operational cost savings through centralization of operations.  The Company
further believes that its contiguous cluster  simplifies  its  market  and  new
product  launch  program by facilitating the movement of skilled personnel from
one 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, wireless systems
do not require an extensive network of coaxial or fiber optic cable, amplifiers
and related equipment (the "Cable Plant") for the  transmission of programming.
The  Company  estimates  that  each additional MDU subscriber  will  require  a
capital expenditure of approximately  $180 to $320 (calculated on an equivalent
billing unit "EBU" basis) consisting of,  on average, $150 to $170 of equipment
and  $30  to  $150 of installation labor and overhead  charges.   The  required
capital expenditures  for  each  additional  SFU  wireless  cable subscriber is
approximately  $440  to  $540  for materials, installation labor  and  overhead
charges.

      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's
marketing  efforts are  now  targeted  to  new  and  existing  MDU  properties,
including apartments,  colleges,  hotels,  motels, hospitals and nursing homes.
Due  to the increased opportunity provided by  its  DirecTV  MDU  product,  the
Company  has  de-emphasized  growth  in  its  traditional SFU business segment.
Efforts to maintain the existing SFU subscriber  base are focused on geographic
sub-markets characterized by a significant number  of  SFU  households that are
unpassed  by  cable  or  are  served  by  smaller  independent hard-wire  cable
operators.  Marketing efforts to MDU properties and  to  the  selected SFU sub-
markets are structured so that the time from initial inquiry to commencement of
service  is  held to a minimum.  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.

      New  Product Development  -   While  managing  its  core  wireless  video
subscription business, the Company has devoted  resources to the development of
new products  to generate additional revenue streams, while providing economies
of scale for its  existing  wireless  spectrum  and system infrastructure.  The
Company  has developed and is commencing the commercial  launch  of  a  two-way
wireless   internet  access  product.   The  Company  believes that significant
opportunities  exist  for  this  product  with  small  and mid-size  commercial
customers, who typically do not have access to high-speed  services  from local
exchange carriers or other dedicated service providers.  The Company began  the
commercial launch of this product during the first quarter of 1998.

      In  addition,  the Company plans to market a DBS product in alliance with
an existing digital satellite  programming  provider.   The  marketing  of this
product  will  be  focused  on  its current SFU subscribers who desire expanded
channel offerings or those SFU's  that  are  unable  to  receive  the Company's
wireless video signal due to LOS constraints.


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.  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 programming signals which 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  system  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 substantially reduce the transmission problems of coaxial  cable
systems  and  will  expand  channel  capacity, the installation of such network
requires a substantial investment.




WIRELESS CABLE DEVELOPMENT

      Regulatory and other obstacles impeded  the  growth of the wireless cable
industry through the 1980's.  During the 1990's, however,  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
competitive  services,   (vi) the increased availability of capital to wireless
cable operators in the public  and private markets and (vii) regulatory rulings
by the FCC that clarified the ownership of inside wiring in MDU properties.

      Like  a traditional hard-wire  cable  system,  a  wireless  cable  system
receives programming at a headend.  Unlike traditional hard-wire cable systems,
however, wireless  systems  retransmit  programming  by  microwave transmitters
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 capital cost per installed subscriber.


WIRELESS VIDEO 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  Multipoint  Distribution
Service  ("MDS") and Instructional Television Fixed Service ("ITFS")  Channels.
In 50 large  markets  in  the  U.S., 33 6 MHz 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 6 MHz 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), while the remaining channels can
be licensed to commercial entities ("MDS" Channels).  In general, each of these
ITFS 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
Future  Development  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,
although  the  FCC  is currently considering a proposal that would permit  ITFS
leases to extend fifteen  years.  The Company's ITFS leases generally grant the
Company a right of first refusal  to match any new lease offer after the end of
the lease term and require the parties  to negotiate in good faith to renew the
lease.

      In 1997, the FCC allocated spectrum  for  the  WCS.  That spectrum may be
used  to provide any fixed, mobile, radio location or broadcast-satellite  use.
Although  the  WCS spectrum has been channelized by the FCC in a way that makes
it more difficult  to  use  for  analog  video  than MDS and ITFS channels, the
Company believes that WCS can be deployed by wireless cable operators for high-
speed  internet access and other non-video applications.

      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.  The FCC is currently
contemplating replacing  the  comparative  criteria  system  with a competitive
bidding mechanism.

      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  a  BTA,  subject  to  compliance   with   FCC
interference  protection,  construction  and  other rules.  The BTA Auction was
concluded on March 28, 1996, and the Company was  the  high  bidder for its BTA
Markets 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.  The FCC has granted approximately 95% of these authorizations.

      In response to a petition for rulemaking submitted by a coalition of over
110 participants in the wireless  cable  industry,  including  the  Company, in
March  1997,  the  FCC  in  October 1997 issued a notice of proposed rulemaking
proposing to adopt a broad range  of new rules designed to provide MDS and ITFS
licensees greater technical flexibility in the use of their spectrum (including
rules to promote the routine licensing  of MDS and ITFS channels for fixed two-
way communications services) and seeking  comment  of proposals to expedite the
licensing of new or modified stations, to provide wireless  cable operators and
their lessor/licensees greater flexibility in crafting leasing arrangements and
to generally promote the development of competitively viable services using MDS
and ITFS spectrum.  The Company currently anticipates that the  FCC  will adopt
rules  in  this  proceeding in 1998.  Although the Company cannot predict  with
certainty when or what specific rules the FCC will ultimately adopt, and cannot
forecast with specificity  the impact those rules will have on the Company, the
Company believes that the results  of this proceeding will be beneficial to the
Company.

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

      Construction  of  ITFS stations generally must  be  completed  within  18
months following the date  authorization to construct is granted.  Construction
of MDS stations licensed pursuant  to  initial  applications  filed  before the
implementation  of the BTA Auction rules generally 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  and  to WCS are substantially different.   The
licensee must build MDS stations covering  two-thirds  of  the  area within its
control  in  the  BTA within five years.  WCS licensees have been afforded  the
most liberal "build-out"  requirements  adopted  by  the  FCC  to  date.  A WCS
licensee  is subject to no construction requirements other than the requirement
to construct  sufficient facilities within its initial ten-year license term to
provide "substantial service".

      ITFS and MDS 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

      General  -  With the exception of the retransmission of VHF/UHF broadcast
signals, the Company's  MDU programming is made available primarily through the
DirecTV Agreement.  The Company's MDU product is also flexible enough, however,
to provide MDU subscribers  access  to wireless video programming options which
are provided through contracts with traditional program suppliers, as discussed
below.

      Currently, with the exception of  the retransmission of VHF/UHF broadcast
signals,  the  Company's  wireless  video  programming  is  made  available  in
accordance  with  contracts  with program suppliers  under  which  the  Company
generally pays a royalty based  on  the  number  of customers receiving service
each  month.   Individual  program pricing varies from  supplier  to  supplier;
however,  more favorable pricing  for  programming  is  generally  afforded  to
operators with  larger  customer  bases.   The likelihood that program material
will be unavailable to the Company for its wireless  video  business  has  been
significantly  mitigated  by  the  Cable  Television  Consumer  Protection  and
Competition  Act  of  1992  (the  "1992 Cable Act") and various FCC regulations
issued  thereunder  which,  among other  things,  impose  limits  on  exclusive
programming contracts and prohibit 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 wireless video 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 to SFU households in the Company's
Operating Systems is comparable to that  offered  by  the local hard-wire cable
operators  with  respect to the most widely watched channels.   However,  local
hard-wire cable operators  may,  because  of  their  greater  channel capacity,
currently  offer more basic, enhanced basic, premium, pay-per-view  and  public
access channels  than the Company.  Certain hard-wire cable companies competing
in the Company's Markets  currently offer a greater number of channels to their
customers, compared to the  24  to  31  wireless  cable channels offered by the
Company to its SFU customers.

      Copyright   -   Under  the federal copyright laws,  permission  from  the
copyright holder generally must  be  secured  before a video program subject to
such copyright may be retransmitted.  Under Section  111  of the Copyright Act,
certain "cable systems", including wireless cable operators,  are  entitled  to
engage   in  the  secondary  transmission  of  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 indefinitely for little or no additional cost.


OPERATIONS

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

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

       Billing   -  Generally, residential MDU subscribers  (i.e.,  apartments,
nursing homes and  colleges) are individually billed monthly by the Company for
programming offered.   Hospitality-based MDU's (i.e., hotel, motel and hospital
subscribers) are bulk-billed  (i.e., paid by the property owner and included in
the rental rate paid by the tenant)  on  a  monthly  basis for a pre-determined
programming selection.  The Company believes that the more stable customer base
provided by MDU properties will reduce the Company's overall churn rate and the
cost of customer collections and retention activities.

      The Company believes that its SFU billing procedures help minimize churn.
Subscribers are billed on a monthly basis for 30 day's service with payment due
within fifteen days of billing.  The Company encourages delinquent SFU accounts
to pay by disconnecting either premium channels or additional  outlets  after a
period  of non-payment.  The Company also uses a SFU customer retention program
to encourage  delinquent  accounts  to  pay  and  continue  receiving  service.
However,  if  an  account becomes 45 days past due, all service is disconnected
and  the Company's collection  team  initiates  the  collection  process.   The
operations  manager  from  each  market or operating cluster is responsible for
retrieving equipment from disconnected  SFU  subscribers  on  a  timely  basis.
After  the  canceled  SFU  customer's  account  becomes  60  days  past  due, a
collection  "demand  letter" is sent to the canceled subscriber.  If no payment
is made within 30 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  MDU to EBUs, the Company
divides  its  total  basic  service  charge  for  the  MDU,  whether   bulk  or
individually  billed, by the basic service rate charged to its SFU subscribers,
currently $22. 95, effective January 1, 1998.

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

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

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

      Picture  Quality  and  Reliability   -   Wireless cable subscribers enjoy
highly reliable picture quality because there is  no  Cable  Plant  between the
headend and the subscriber's location, as in the case of traditional  hard-wire
cable.  Within the signal range of the  Operating Systems, the picture  quality
of  the  Company's  service is generally equal to or better than that 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  each  of  the   Operating Systems and Future
Development  Markets,  the  Company believes that it has  assembled  sufficient
channel rights and programming  agreements, including the DirecTV Agreement, to
provide programming packages competitive  with  those  offered  by  traditional
hard-wire cable operators.  Additionally, the Company uses reception  equipment
which  (when  channel  availability  is  sufficient)  enables  it  to offer SFU
subscribers pay-per-view programming and addressability.

       Price   -   The  Company  offers its MDU subscribers a package generally
limited to local off-air network and  weather programming and enhanced packages
that either include DirecTV digital programming  packages  or enhanced wireless
video  programming  packages,  at  prices competitive with those  of  hard-wire
competitors.    Prices  for  DirecTV programming  packages  are  determined  by
DirecTV,  pursuant  to the DirecTV  Agreement.   The  Company  offers  its  SFU
subscribers a programming  package  consisting of basic service, enhanced basic
service, pay-per-view access  and premium  packages.   The  Company can offer a
price to its SFU 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 the Company's 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 DEVELOPMENT MARKETS

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

      Although  the  Company  has  recently  focused  its  marketing efforts on
developing  its  DirecTV MDU product and is de-emphasizing growth  in  its  SFU
business (See "Recent  Developments"), the following information is intended to
provide basic information  regarding  the size of the Company's Markets and the
status of the Company's channel acquisition  activity.  As more fully described
elsewhere in Item 1, the Company's DirecTV MDU  and   internet  access products
require only a limited number of MDS/ITFS channels, a result of which  will  be
to allow the Company to launch Future Development Markets more quickly and at a
lower capital and operating cost.

      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  SFU
customers  in  some  or  all  of  its   Operating Systems or Future Development
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         1997               Rate(1)
                                   ----------      ----------     --------------  ---------------       -----------
 OPERATING SYSTEMS:
<S>                                <C>             <C>             <C>             <C>                  <C>
Lafayette, LA                         180,300         153,200       January 1994          4,424             2.89%
Lake Charles, LA                      111,600          92,500        April 1994           5,047             5.46%
Wharton, TX                           102,300          92,000         June 1994           2,422             2.63%
Bryan/College Station, TX             102,700          65,600         May 1995            4,428             6.75%
Pensacola, FL                         217,400         157,900         July 1995           2,887             1.83%
Panama City, FL(2)                    108,300          83,300      September 1995         3,110             3.73%
Monroe, LA                            114,100          89,600       October 1995          3,948             4.41%
Milano, TX                             40,900          36,800       October 1995          2,032             5.52%
Tullahoma, TN                         109,600          73,600       November 1995         2,471             3.36%
Bunkie, LA                             94,700          81,600       December 1995         3,231             3.96%
Gainesville, FL(3)                    138,700         115,200       January 1996          6,782             5.89%
Brenham, TX                            39,500          32,100       January 1996          3,037             9.46%
Jeffersonville, GA                    189,300         147,000        March 1996           2,558             1.74%
Bucks, AL                             150,800         113,700        April 1996           1,793             1.58%
Fort Walton Beach, FL(4)               64,200          54,600         May 1996              843             1.54%
Dothan, AL                            100,500          81,200         June 1996           2,950             3.63%
Jackson, MS                           211,500         176,900         July 1996          14,723             8.32%
Delta, MS(5)                          100,800          92,800         July 1996           5,718             6.16%
Gulf Coast, MS(6)                     132,300         121,700         July 1996           7,075             5.81%
Demopolis, AL                          17,500          15,600         July 1996           1,427             9.15%
Oxford, MS                             60,100          53,500         July 1996           4,407             8.24%
Natchez, MS                            76,500          60,000         July 1996           4,377             7.30%
Houma, LA                              81,700          69,500         July 1996           1,293             1.86%
Lawrenceburg, TN(7)                    76,400          44,100        August 1996          1,368             3.10%
Huntsville, AL(7)                     196,800         181,900        August 1996          5,032             2.77%
Alexandria, LA                         31,700          26,900        August 1996          2,425             9.01%
Meridian, MS                           73,300          44,800      September 1996         2,605             5.81%
Albany, GA                             92,900          67,600      September 1996         2,449             3.62%
Tupelo, MS                            130,900          90,600       November 1996         3,143             3.47%
Florence, AL                           62,000          55,800       November 1996         1,957             3.51%
Starkville, MS                         84,100          65,200       December 1996         1,964             3.01%
Charing, GA                            41,100          38,400       December 1996         1,569             4.09%
Tuscaloosa, AL                         87,100          69,600         May 1997              717             1.03%
Tallahassee, FL(8)                    129,800         115,000         June 1997             722             0.63%
                                   ----------      ----------                          --------            ------
Total  Operating Systems            3,551,400       2,859,800                           114,934             4.02%
                                   ==========      ==========                          ========            ======
</TABLE>
FOOTNOTES APPEAR AFTER THE FOLLOWING TABLE.


<TABLE>
<CAPTION>
                                                Estimated      Estimated
                                                  Total           LOS        Expected
                                                Households     Households   Channels(9)
                                                ----------     ----------   -----------
<S>                                              <C>            <C>           <C>
Future Development Markets:
Ocala, FL                                          275,500        186,200       24
Chattanooga, TN                                    276,100        200,600       31
Huntsville, TX                                      89,000         50,200       31
Freeport, TX*                                      192,700        173,400       31
Hattiesburg, MS*                                   121,400         88,800       31
Flippin, TN                                         56,700         49,600       20
Memphis, TN                                        433,200        382,200       23
Bankston, AL                                        64,800         41,300       20
Gadsden, AL*                                       198,100        133,300       31
Montgomery, AL*                                    149,200        114,300       31
Selma, AL                                           35,700         26,000       31
Groveland, GA(10)                                  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(11)                                   103,200         81,300       29
Marianna, FL                                        56,700         44,900       24
Auburn, AL                                          62,200         47,700       27
Birmingham, AL                                     308,400        276,900       28
Mobile, AL(12)                                      66,100         40,400       21
Six Mile, AL                                        32,600         27,000       20
Woodville, AL                                       29,700         25,000       17
Pine Bluff, AR(13)                                  86,300         57,900       16
Columbus, GA                                       160,100        116,500       31
Vidalia, GA                                         50,800         34,500       24
Bowling Green, KY(14)                              126,900         68,300       20
Hussier, LA                                        267,400        151,200       20
Baton Rouge, LA(15)                                261,700        235,500       20
Leesville, LA                                       43,500         26,700       28
Natchitoches, LA(15)                                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 Development Markets             4,196,000      3,175,200
                                                 ---------      ---------
    Total Markets                                7,747,400      6,035,000
                                                 =========      =========
</TABLE>
                       _________________________________

*     Scheduled  for  launch  in  1998;  Headend  and office facility have been
      constructed to support future SFU,   MDU or  internet product launch.
(1)   "Penetration  Rate"  equals  the number of subscribers  in  an  Operating
      System divided by the Estimated LOS households in that Operating System.
(2)   Eight channels currently utilized  in the Panama City, Florida System are
      operated under Special Temporary FCC authorization.
(3)   Ten channels currently utilized in the  Gainesville,  Florida  System are
      operated under special temporary FCC authorization.
(4)   Eight  channels  currently  utilized  in  the  Fort Walton Beach, Florida
      System are operated under Special Temporary FCC authorization.
(5)   Eight channels currently utilized in the Delta System  are operated under
      special temporary FCC authorization.
(6)   Four channels currently utilized in the Gulf Coast System were granted by
      the FCC without acting on an objection filed by a third party.
(7)   The  Huntsville,  Alabama  System and the Lawrenceburg, Tennessee  System
      were  launched  in  January 1991  and  January  1995,  respectively,  but
      acquired by the Company in August 1996.
(8)   Eleven channels currently utilized in the Tallahassee, Florida system are
      operated under Special Temporary FCC authorization.
(9)   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 a channel license 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.
(10)  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.
(11)  The Company has entered into a binding letter of intent to acquire rights
      to 9 channels  in  Valdosta,  Georgia.   The  transaction is scheduled to
      close  in  May  1998.   The  closing  is conditioned  upon  securing  FCC
      approval.  The outcome of these matters cannot be determined.
(12)  An  existing  wireless  cable  operator is  serving  a  small  number  of
      subscribers in this market with an 11-channel MDS system.
(13)  The Company believes that another  entity  has  leased rights to 20 other
      channels that are the subject of pending ITFS applications.
(14)  The  Company currently leases eight channels in Bowling  Green,  and  has
      filed applications for 12 commercial channels pursuant to the BTA Auction
      that cannot  be  granted  until interference agreements with unaffiliated
      third  parties  in nearby markets  can  be  secured.   There  can  be  no
      assurance that such  interference  agreements  can  be  secured  or  that
      applications for these 12 channels will be granted.
(15)  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.

                ______________________________________________

      Wireless One of North Carolina, LLC ("WONC")- 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:

<TABLE>
<CAPTION>
                                                         ESTIMATED                   Estimated
                                                         TOTAL                       LOS
                                                         HOUSEHOLDS                  HOUSEHOLDS
                                                         ----------                  ----------
<S>                                                      <C>                         <C>
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
                                                         =========                   =========
</TABLE>
                               ___________________________________

       Operating Systems  - At December 31, 1997, the Company had 34  Operating
Systems.  The Company generally offers its SFU subscribers 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  its  SFU subscribers at least one
pay-per-view channel. In addition, the Company retransmits  five  local off-air
VHF/UHF  channels  along  with  its  wireless  channels, which provide its  SFU
subscribers with access to local news and weather.  The basic package ranges in
price from $19.95 to $22.95 per month, with an additional  $7.95  to $11.95 per
premium  channel.  The  Operating Systems transmit at 10 to 50 watts  of  power
from transmission  towers  and generally have signal patterns covering a radius
of 18 to 35 miles.

The following chart depicts the Company's current programming line-up available
to SFU subscribers in a typical Operating System.

<TABLE>
WIRELESS VIDEO CHANNEL OFFERINGS(SELECTIONS DIFFER BY MARKET)
<S>                                                        <C>
BASIC
ABC (local network affiliate)                              The Learning Channel (education)
AMC (classic movies)                                       NBC (local network affiliate)
A & E (arts & entertainment)                               Nickelodeon (children's)
Black Entertainment Television (special interest)          PBS (education, general interest)
CBS (local network affiliate)                              Regional Sports Network South (southeast U.S. sports)
Country Music Television (country music)                   TBS Superstation (sports, movies)
CNN (news)                                                 TNT (sports, movies)
C-SPAN (public affairs)                                    USA (general interest)
Discovery (science)                                        The Weather Channel (weather)
The Disney Channel (1)                                     WGN (Chicago-general interest)
ESPN (sports)                                              VH1 (contemporary  music)
The  Family Channel (family entertainment)
Fox (local network affiliate)                              PAY-PER-VIEW
The History Channel (educational)                          Viewer's Choice
PREMIUM
Home Box Office
Showtime
The Disney Channel(1)
_____________________
</TABLE>
   (1) The Disney Channel is part of the basic package in certain Markets and a
      premium channel in other Markets.


      With the exception of  local off-air network and weather programming, the
Company's MDU programming selections  are  generally made available through the
DirecTV  Agreement.   The Company's DirecTV MDU  product  is  flexible  enough,
however,  to  provide  MDU   subscribers  access  to  enhanced  wireless  video
programming as set forth in the table above.

      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 Development Markets.   The  most recent five-day window
for filing ITFS applications was completed on December  23,  1996, in which the
Company  filed  the  majority  of  the applications required to effectuate  its
future launch plans.  Some of the Company's pending ITFS applications have been
processed  by  FCC  engineers  and  staff   attorneys.    The   remaining  ITFS
applications  are  expected  to  undergo  review  by  FCC  engineers and  staff
attorneys  over  the  next  6-12 months.  If the FCC staff determines  that  an
application meets certain basic  technical  and legal qualifications, the staff
will  then  determine whether the application proposes  facilities  that  would
result  in  signal   interference  to  facilities  proposed  in  other  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.

      EdNet  Agreement   -   The  Company  contracts  with   Mississippi  EdNet
Institute, Inc. ("EdNet") for the commercial use of 20 ITFS channels in each of
its Mississippi Markets (the "EdNet Agreement").  The EdNet Agreement  provides
exclusive rights to use all excess airtime (that portion of a channel's airtime
available  for commercial programming under FCC rules and policies) for the  20
ITFS channels  located  in  each  of  the  Company's  Mississippi Markets.  The
Company believes that the EdNet Agreement presents the Company with a number of
strategic benefits.  The Company's rights under the agreement  to the available
commercial  use  of  20  of  the  32  available wireless frequencies throughout
Mississippi provide it with the critical  mass of channels necessary to operate
its  SFU  video  business  in  each of its Mississippi  Markets  and  create  a
significant competitive advantage  relative  to  other potential wireless cable
operators  in  such Markets.  The large contiguous nature  of  the  cluster  of
Markets  encompassing   Mississippi   will  allow  the  Company  to  centralize
operations  and  achieve substantial economies  of  scale  in  Mississippi  and
surrounding Markets.   The  Company  believes  its  transmission of programming
involving job training, fire and police training, literacy  projects  and other
continuing  education  programs  enjoys  the  support  of the Mississippi state
authorities and will generate substantial goodwill in the community and enhance
the Company's identity as a local provider of subscription television service.


SYSTEM COSTS

      As  a  part  of  the Company's refocused marketing strategy,  all  Future
Development Markets will  be  launched  with  a MDU product focus, an  internet
product focus, or a combination of both.  Utilizing  the DirecTV Agreement, the
Company  estimates  that  the  cost  per market for transmission  (or  headend)
equipment (if required) and build-out in a MDU subscription video services only
system will be approximately $350,000.   Capital costs to modify existing video
headend equipment and launch the internet  product  in  an  existing  Operating
System  will  be  approximately $325,000.  Capital costs to launch the internet
product in a Future  Development  Market,  or  a  Market  without  an  existing
wireless  video  transmission  facility,  will  be approximately $550,000.  The
Company  estimates  that  each  additional  MDU  subscriber   will  require  an
incremental  capital  expenditure  of  approximately  $180  to  $320  per   EBU
consisting  of,  on  average,  $150  to  $170  of  materials and $30 to $150 of
installation  labor  and  overhead charges.  The cost of  each  additional  SFU
wireless cable subscriber is  estimated  to  average  $440  - $540 in material,
installation  labor and overhead charges.  The capital cost for  each  internet
subscriber is approximately  $1,200,  including  equipment  and labor, which is
expected to be totally offset by fees collected at the time of installation.

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


SUBSCRIPTION TELEVISION INDUSTRY TRENDS

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

      Addressability and Pay-Per-View  -  "Addressability" means the ability to
implement specific orders from or send other communications  such  as  pay-per-
view  channels  to,  each  subscriber  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 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")   -   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.  The cost  to  a  DBS
subscriber for equipment and service is generally substantially higher than the
cost  to  wireless  cable  subscribers.   DBS providers currently have over six
million  subscribers  and  have  developed  the  capability  to  deliver  local
television network stations into local markets.   However,  for  legal reasons,
DBS operators cannot deliver local network signals to any subscribers  who live
in  a  "served  area"  (  i.e., where the subscriber is already able to receive
local signals via a standard  over-the-air  antenna).  On January 26, 1998, the
U.S. Copyright Office opened a rulemaking proceeding to determine whether it is
permissible  under  federal  law for DBS providers  to  deliver  local  network
signals into served areas.  In  addition,  legislation  is  pending in Congress
that  would  allow DBS providers to deliver local network signals  into  served
areas  if they  comply  with  certain  must-carry  and  retransmission  consent
obligations.

      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 dialtone" 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  1997,  the  FCC
allocated spectrum in the 28 GHz and 31 GHz bands for a new service, LMDS, that
can  be  utilized for various video, voice and data services.  The LMDS channel
allocation is capable of supporting approximately 49 analog video channels or a
greater number  if digital compression technology is deployed.  Because signals
in  the  28  GHz and  31  GHz  bands  travel  shorter  distances  than  signals
transmitted over  MDS,  ITFS  and  WCS channels, the Company believes that LMDS
technology is best suited for high density  urban  areas.   The Company did not
participate in the LMDS auction, which concluded on March 25, 1998.


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 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.   In  addition,  the  Company's two-way internet product will  operate
utilizing digital modulation.

      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.
Proposals are  pending  before  the  FCC to afford all ITFS licensees a 35-mile
protected service area, regardless of  whether  they lease excess capacity.  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 Company plans to  launch a two-way internet product in certain of its
markets utilizing  WCS Channels for upstream transmissions from subscribers and
MDS or ITFS Channels  for  downstream transmissions to subscribers.  Downstream
internet transmissions will  require the use of digital modulation, and the FCC
requires that it give its prior consent to the use of digital modulation by any
MDS  or  ITFS station.  Applications  for  FCC  consent  to  the  partitioning,
disaggregation  and  assignment  of  BellSouth  WCS  rights  to the Company are
pending  before  the FCC.  In the interim, the Company has the right  to  lease
those channel rights from BellSouth for nominal fees.  Although the Company has
acquired WCS rights  for  most  of its Markets, in some markets it will need to
acquire  WCS  spectrum  or  utilize its  MDS  or  ITFS  spectrum  for  upstream
transmission.  Because the FCC  has  not  yet adopted final rules to govern the
conversion  of  MDS  and ITFS Channels for upstream  use,  the  Company  cannot
predict whether in any  given  situation  it  will  be  able to comply with FCC
requirements  for  such  conversion.   While  the  FCC has adopted  streamlined
policies  to expedite the granting of MDS and ITFS digital  authorizations  and
the  Company   has   taken  advantage  of  those  policies  to  secure  digital
authorizations for some  of  its  markets,  there  can be no assurance that the
necessary digital authority will be granted in each case.

      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 hard-wire 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 under certain circumstances.
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 ("FAA")  with  respect to the
construction, marking and lighting of transmission towers and to certain  local
zoning regulations affecting construction of towers, receive-site antennae  and
other  facilities.  There may also be restrictions imposed by local authorities
and private  covenants.  There can be no assurance that the Company will not be
required to incur  additional  costs  in  complying  with  such regulations and
restrictions.




EMPLOYEES

      As of March 1, 1998, the Company had a total of 503 employees.   None  of
the  Company's  employees is subject to a collective bargaining agreement.  The
Company has experienced  no  work  stoppages  and  believes  that  it  has good
relations  with  its employees.  To meet certain operational requirements,  the
Company also utilizes  the  services of unaffiliated independent contractors to
install new customers in its wireless cable systems.


FACTORS THAT MAY AFFECT FUTURE RESULTS OF THE COMPANY

      This Annual Report contains  certain  statements  that are not historical
facts, which are "forward looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E  of  the  Securities
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 those 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, 1997, the
Company  had  approximately  $318.4  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, in
the  short-term,  upon  the ability of the Company to raise additional capital,
obtain concessions from holders  of  its  debt and its lenders, or both; and in
the long-term, upon its future financial performance.  The Company is obligated
to begin making principal payments on its BTA  notes  in  November 1998 and the
initial cash interest payments on its 1995 Senior Notes in  April  1999.  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  for  at least the foreseeable future 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.

      Lack of  Profitable Operations; Negative Cash Flow; Early Stage Company -
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, 1997 was $138.9 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  and   internet access industries.  There can be no
assurance  that  realization  of  the Company's  business  plan,  including  an
increase in the number of subscribers,  its experience with its new DirecTV MDU
product,  the  successful development and commercial  launch  of  its  internet
product  or  the launch  of  additional   Operating  Systems,  will  result  in
profitability  or  positive consolidated operating cash flow for the Company in
future years.

      Need  for  Additional   Financing;  Certain  Covenants   -   The  Company
forecasts  that  it  will need to  raise  approximately  $7  -  10  million  in
additional  funding to  meet  the   capital  expenditure  and  operating  needs
included in its  business  plans  for 1998.  The Company is actively seeking to
raise these additional funds.  Certain  of  the Company's credit agreements and
indentures contain restrictions on the amount  and nature of additional capital
available to the Company.  There can be no assurance  that  additional  capital
will be available to the Company on terms that comply with the Company's credit
agreements  and  indentures or on terms that management finds acceptable.    In
addition to its 1998  cash  requirements,  the  Company  must  raise additional
capital or generate sufficient operating cash flow to satisfy its  debt service
obligations beginning in April 1999.  Failure to obtain the capital required in
1998  will  likely  have  a  material  adverse  effect  on  the Company and its
prospects.

      Need to Manage Change in Business Strategy - Successful implementation of
the  Company's business plan will require the refocus of the Company's  efforts
to developing  its  DirecTV  MDU product, a high-speed, two-way internet access
product and the management of  rapid  growth,  all  of  which will result in an
increase in the responsibility for management personnel.  To manage this change
in business strategy effectively, the Company will be required  to  continue to
implement and improve its operating and financial systems and controls  and  to
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  or  that  any steps taken to hire personnel or  to  improve  such
systems and controls will be sufficient.

      NASDAQ Listing Issues  -  Based  upon  the  financial  statements  of the
Company  at  December  31, 1997, the Company does not meet all of the financial
standards of the listing  requirements  of  the NASDAQ National Market.  If the
Company's common stock were to be delisted, the  Company's  common shareholders
may experience a substantial reduction in the liquidity of their shares.

      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 hard-wire 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 targets its marketing to
new and existing MDU properties and individual SFU 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, although the
FCC is currently considering a proposal that would permit ITFS leases to extend
fifteen 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.   While  there  can  be  no
assurance that  the  Company  will  satisfy  all  aspects  of  this performance
requirement, substantial progress has been made to-date and the Company expects
to  meet  the requirements 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.  In
addition,  the  success  of the Company's strategy to focus on  MDU  subscriber
growth is highly dependent  on  the  enhanced  programming  offerings available
through its cooperative marketing agreement with DirecTV.  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  and  internet  access
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 Development
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  develops  new  products  and
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

       In  August  1997, the Company completed the consolidation and relocation
of its corporate, administrative  and regional offices in Jackson, Mississippi.
The  Company  currently  leases  approximately   25,000  square  feet  for  its
administrative  and  regional  offices  in Jackson, Mississippi,  which  leases
expire  between  March  1,  2001  and  January   1,  2002.   The  Company  pays
approximately $320,000  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


ITEM 4A.   EXECUTIVE OFFICERS OF THE REGISTRANT

      The following table  sets forth the name, age and position as of March 1,
1998 with respect to the Company's executive officers:

<TABLE>
<CAPTION>
NAME                             AGE                POSITION
----                             ---                --------
<S>                              <C>                <C>
Henry M. Burkhalter              50                 President and Chief Executive Officer
Henry G. Schopfer, III           51                 Executive Vice President, Chief Financial Officer
                                                    and Secretary
Ernest D.Yates                   53                 Executive Vice President and Chief Operating
                                                    Officer
</TABLE>


      HENRY M. BURKHALTER became the President and  Chief Executive Officer  of
the Company in May 1997.  Mr. 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, the  largest  local  certified public
accounting  and consulting  firm  in  Mississippi.    The  firm's primary focus
was  in  the telecommunications industry.

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

      ERNEST D.  YATES  joined  the  company on December 31, 1997, as Executive
Vice President and Chief Operating Officer.   Mr. Yates' entire career has been
in  the  telecommunication  industry,  where  he has  extensive  experience  in
telecommunications  technology in traditional switching  and  networks,  video,
wireless, fiber optics  and  advanced  data  networks  and services.  Mr. Yates
most  recently  served as Executive Vice President of Operations  for  Electric
Lightwave, a Competitive  Local  Exchange  Carrier (CLEC) located in Vancouver,
Washington.    Mr.   Yates  has  held  executive  management   positions   with
Southwestern Bell Corporation,  a  Texas-based  Regional Bell Operating Company
(RBOC),  where  he  developed start up businesses and  acquired  companies  and
negotiated strategic international telecommunications business relationships.



                                    PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED MATTERS

      The following table sets forth the high and low closing bid prices of the
common stock as reported by the NASDAQ National Market.

<TABLE>
<CAPTION>
                                                      Market
                                                       Price
<S>                                          <C>               <C>
FISCAL PERIOD                                    High              Low
-------------                               ----------------------------
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                                $ 7               $ 2-5/8
Second Quarter                               $ 4               $ 2 1/2
Third Quarter                                $ 3 7/8           $ 2 1/16
Fourth Quarter                               $ 3 7/8           $ 2
1998:
First Quarter (through March 23, 1998)       $ 2 1/8           $ 5/8
</TABLE>

      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 23 , 1998, there were approximately  178  record  holders of the
Company's common stock.


ITEM 6.   SELECTED FINANCIAL DATA

      The selected consolidated financial data presented below are derived from
the consolidated financial statements of the Company and its subsidiaries.  The
consolidated financial statements as of December 31, 1996 and 1997  and for the
years  ended December 31, 1995, 1996 and 1997, are included elsewhere  in  this
Form 10-K.   The  financial  statements  for  the  year ended December 31, 1995
reflect the operating results of the Company for the  period  from  January  1,
1995  through  October 18, 1995 and the combined results of the Company and the
assets acquired  in  October  1995 from Heartland Wireless Communications, Inc.
for the period from October 19,  1995 through December 31, 1995.  The financial
statements for the year ended December  31,  1996 reflect the operating results
of the Company for the period from January 1,  1996  through  July 28, 1996 and
the combined results of the Company and TruVision for the period  from July 29,
1996  through  December  31,  1996.  This selected consolidated financial  data
should be read in conjunction with  "Management's  Discussion  and  Analysis of
Financial  Condition  and  Results  of Operations" and the financial statements
(including  the  notes thereto) of the  Company  contained  elsewhere  in  this
report.

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                       --------------------------------------------------------------------------------
                                            1993(1)          1994              1995             1996            1997
                                       ---------------  ---------------  --------------  --------------  --------------
STATEMENT OF OPERATIONS
<S>                                    <C>              <C>              <C>             <C>             <C>
  Total revenues                        $        -      $    399,319     $  1,410,318    $  11,364,828   $  34,580,464

  Operating expenses:
          Systems operations                24,429           274,886          841,819        8,416,134      23,398,304
     Selling, general and
        administrative expenses            110,281         1,800,720        4,431,839       15,559,156      28,317,852
     Depreciation and amortization          27,489           413,824        1,783,066       11,625,507      35,741,301
                                       --------------------------------------------------------------------------------
  Total operating expenses                 162,199         2,489,430        7,056,724       35,600,797      87,457,457
                                       --------------------------------------------------------------------------------
  Operating loss                          (162,199)       (2,090,111)      (5,646,406)     (24,235,969)    (52,876,993)

  Interest expense and other, net             (411)         (171,702)      (2,046,068)     (20,134,426)    (37,562,848)
                                       --------------------------------------------------------------------------------
  Loss before income taxes                (162,610)       (2,261,813)      (7,692,474)     (44,370,395)    (90,439,841)

  Income tax benefit                             -                -                -         4,700,000       1,300,000
                                       --------------------------------------------------------------------------------
  Net loss                             $  (162,610)     $ (2,261,813)    $ (7,692,474)     (39,670,395)    (89,139,841)

  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)  $ (89,139,841)
                                       ================================================================================
Basic and diluted loss per common
     share                             $     (0.30)     $      (1.21)    $      (2.02)   $       (2.65)  $       (5.26)
                                       ================================================================================
Basic and diluted weighted average
     common shares outstanding             538,127         1,863,512        4,187,736       14,961,934      16,940,374
                                       ================================================================================


                                                                        Year Ended December 31,
                                       --------------------------------------------------------------------------------
                                            1993(1)          1994             1995            1996             1997
                                       ---------------  ---------------  --------------  --------------  --------------
BALANCE SHEET DATA:
  Working capital                      $  57,786        $ (1,537,244)   $ 122,084,511(2) $ 106,676,500(2)$  24,880,046(2)

  Total assets                           514,223           8,914,224      213,799,874      395,609,362     317,587,198

  Current portion of long-term debt        4,714           1,457,295          376,780        3,169,383         871,408

  Long-term debt                          14,903           2,839,602      150,871,267      299,909,221     317,529,032

  Deferred taxes                               -                 -                -          6,500,000       5,200,000

  Total stockholders' equity             458,370           4,343,713       55,649,687       70,666,682     (18,986,021)

</TABLE>

(1)   Period from January 4, 1993 (inception) to December 31, 1993.
(2)   Includes approximately  $17,637,839, $18,149,180 and $19,258,789 of funds
      held in escrow at December  31,  1995, 1996 and 1997, respectively, to be
      used to pay interest due on the Company's 13% Senior Notes due 2003.



ITEM  7.    MANAGEMENT'S DISCUSSION AND ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

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

      On 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.

      During  the  third  quarter of 1997, the Company  focused  its  marketing
efforts on  developing its new contract with DirecTV, which offers subscription
video services to MDU's and has devoted resources to the development of a high-
speed, two-way internet access  product.   Because  of  the  lower  capital and
operating  costs per subscriber and the enhanced programming available  through
its DirecTV  MDU product, the Company believes that this focus will provide the
Company with the  best  use  of its wireless spectrum, existing infrastructure,
and the opportunities provided  by  the  marketplace.  Because of the increased
opportunity provided by its DirecTV MDU product,  the Company has determined to
de-emphasize  the growth of its SFU business and currently  does  not  plan  to
launch new systems  focused  on SFUs.  Accordingly, the Company has implemented
changes to its business operations  to  reduce  personnel  and  other operating
expenses to the levels needed to implement these refocused business objectives,
including  the  elimination of over 400 (45%) of 900 employees as of  March  1,
1998.

      The Company  does not anticipate being able to generate net income for at
least the foreseeable future  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.   Net losses are expected to
continue as the Company focuses its resources on  the  marketing of its DirecTV
MDU product and development of its internet product and  as  additional systems
are  commenced  or  acquired.   The Company's business plan for the  year  1998
reflects a net cash requirement of  approximately  $25  - 28 million to finance
the  launch  and  buildout of additional video and internet  systems  in  1998.
Sources of funds to  meet  these  requirements  include  the  $15.5  million in
unrestricted  cash  on  hand  at  December  31,  1997, $2.5 million in net cash
proceeds  from  the sale of its investment in Telecorp  in  January  1998,  and
additional capital  funding  of  $7  -  10  million.   Although, the Company is
actively seeking sources of these additional capital funds,  there  can  be  no
assurance  that  such  efforts will be successful.  If additional funds are not
available, the Company may  not be able to continue to launch new systems or to
further develop its internet  product,  and  its  DirecTV  MDU  product  may be
curtailed.   In  addition to its 1998 cash requirements, the Company must raise
additional capital  or  generate  sufficient operating cash flow to satisfy its
debt  service obligations on its 1995 Senior Notes,  which  require semi-annual
interest payments of $9.8 million beginning in April 1999.


YEAR 1997 COMPARED TO THE YEAR 1996

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

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

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

      The Company believes such SG&A costs will not stabilize until all planned
video  and  internet  markets   are  launched.   At that  time,  administrative
expenses  should remain constant with selling and general  expense  stabilizing
when desired  penetration  rates are achieved.  In order for such stabilization
to occur, the Company's anticipated  schedule  of  system  and product launches
needs  to  be  met  and  desired  penetration  rates need to be achieved.   The
Company's  ability  to  meet  its  currently  anticipated  launch  schedule  is
dependent on numerous factors, including the ability  of the Company to achieve
the necessary regulatory approvals for such systems in  a timely manner and its
ability to finance the launch of such systems.  Although  management  currently
expects to meet the anticipated systems and product launch schedule, there  can
be  no  assurance  that  such schedule will be met or the necessary penetration
rates will be achieved in such markets to provide for the stabilization of SG&A
costs.

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

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

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



YEAR 1996 COMPARED TO THE YEAR 1995

      Revenues   -   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
706%.  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,
and certain repairs and maintenance expenditures. Programming costs and channel
lease payments (with the exception of minimum payments) are  variable  expenses
which  increase  as  the  number  of  subscribers increase.  Systems operations
expenses  for  1996  were  $8.4  million  (74% of revenue)  as compared to $0.8
million (60% of revenue) for 1995, reflecting  an increase of  $7.6  million or
900%.  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 Expenses -  SG&A expenses  for  1996
were $15.6 million (137% of revenue) compared to $4.4 million (314% of revenue)
for 1995, an increase  of  $11.2  million or 251%.  The Company has experienced
increasing SG&A expenses as a result of its increased wireless cable activities
and  associated  administrative  costs  including  costs  related  to  opening,
acquiring and maintaining additional  offices  and  compensation  expense.  The
increase  is  due  primarily  to increases in personnel costs, advertising  and
marketing  expenses,  and  other overhead  expenses  required  to  support  the
expansion of the Company's operations.  As a percent of revenues, SG&A expenses
have decreased as more systems mature.

      Depreciation and Amortization  Expense   -  Depreciation and amortization
expense for 1996 was $11.6 million versus $1.8 million for 1995, an increase of
$9.8 million or 552%.  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 $24.0 million or 590%.  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 302%.  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").


LIQUIDITY AND CAPITAL RESOURCES

      The wireless cable television  and internet access product businesses are
capital intensive.  The Company's operations  require  substantial  amounts  of
capital  for  (i)  the installation of equipment at subscribers' premises, (ii)
the construction of  transmission  and headend facilities and related equipment
purchases,  (iii) the funding of start-up  losses  and  other  working  capital
requirements,  (iv)  the  acquisition  of  wireless  cable  channel  rights and
systems,  (v) investments in vehicles and administrative offices, and (vi)  the
development,  testing  and  launch of new products, such as the internet access
product.  Since inception, the Company has expended funds to lease or otherwise
acquire  channel  rights  in various  markets,  to  construct  or  acquire  its
Operating Systems, to commence  construction of  Operating Systems in different
markets and to finance initial operating losses.

       In order to finance the expansion  of  its  Operating  Systems  and  the
launch  of  additional  markets,  in  October  1995,  the Company completed the
initial public offering of 3,450,000 shares of its common  stock  (the  "Common
Stock   Offering").   The  Company  received approximately $32.3 million in net
proceeds from the Common Stock  Offering.   Concurrently,  the  Company  issued
150,000  units  (the "1995 Unit Offering") consisting of $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  amount  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  marketing  of  the Company's new  DirecTV  MDU  product,
development of the Company's internet product,  the  launch  of new systems and
expansion of the Company's existing markets.

      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 $4.5 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  Development
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, $35.0 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 $22.1 million,  consisting  primarily of a net loss of $39.7 million offset
by an increase in accounts payable  and  accrued  expenses  of $3.3 million, an
increase in receivables and prepaids of $1.0 million, a decrease in deposits of
$.9 million, depreciation and amortization of $11.6 million, non-cash income of
$5.7  million  and  non-cash  expenses  of  $8.4 million.  For the  year  ended
December  31,  1996,  cash  used  in investing activities  was  $89.7  million,
consisting primarily of capital expenditures  and  payments  for  licenses  and
organization   costs   of   approximately  $60.4  million  and  $43.9  million,
respectively.  In addition, the  Company  received proceeds from the maturities
of securities of $17.3 million, and made investments and purchased other assets
at  a  cost  of approximately $2.8 million.  These  investing  activities  were
principally related to the acquisition of equipment in certain of the Company's
Operating Systems,  as  well  as Future Development Markets and certain license
and organization costs related  to  those Markets.  For the year ended December
31,  1996, cash flows provided by financing  activities  were  $106.0  million,
consisting  of  $120.6  million in proceeds from the issuance of long-term debt
and $.03 million in proceeds from the issuance of common stock, offset by $13.1
million in repayments of  long-term  debt and $1.6 million in payments for debt
issue costs.

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

        The  Company  made  capital expenditures, exclusive of acquisitions  of
wireless cable systems and additions  to  leased  license acquisition costs, of
approximately $60.4 million and $58.1 million for the  years ended December 31,
1996  and  1997,  respectively.   These expenditures primarily  relate  to  the
purchase of equipment in the Company's  Operating  Systems as well as in Future
Development  Markets.   Based  on  its  current  business  plans,  the  Company
estimates that $20 - 25 million in capital expenditures  will  be required over
the next twelve months to continue to fund growth in its Operating  Systems, to
develop  and  launch  its  internet product and to develop additional Operating
Systems.

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

      Based  on  the  factors and results discussed above, the Company believes
that the $15.5 million  in unrestricted cash at December 31, 1997 plus the $2.5
in million cash proceeds  from the sale of its interest in Telecorp will not be
sufficient to meet its forecasted   capital  and  operating  requirements   for
1998.   The  Company  will  need  to  raise  approximately  $7  - 10 million in
additional  funding in order to finance the launch and build-out of  additional
video and internet  systems  included in the Company's business plans for 1998.
The  Company  is  actively  seeking  to  raise  these  additional funds through
financing arrangements at the  Operating  System  level, additional borrowings,
the sale  of  additional  debt  or  equity  securities, joint ventures or other
arrangements, if  such  financing is available  to  the Company on satisfactory
terms.  There is no assurance that the Company will be able to raise additional
capital  within  the  limitations  of the  indentures governing the 1995 Senior
Notes  or  the 1996 Senior Discount Notes or  on  terms  the  Company considers
acceptable.   If  additional funds are not available,  the  Company may not  be
able to continue to launch  new  systems  or  to  further  develop its internet
product and its DirecTV MDU product may be curtailed.  In addition to its  1998
cash  requirements,  the  Company  must  raise  additional  capital or generate
sufficient positive operating cash flow to satisfy its debt service obligations
on its 1995 Senior Notes, which require semi-annual  interest  payments of $9.9
million beginning in April 1999.

      As a result of the issuance  of the 1995 Senior Notes and the 1996 Senior
Discount Notes the Company is required  to  satisfy  significant  debt  service
requirements.  Beginning in April 1999, the Company will be obligated to devote
a  substantial  portion  of the Company's cash flow to debt service on the 1995
Senior Notes, and after August 1, 2001, on the 1996 Senior Discount Notes.  The
ability of the Company to  make  payments  of  principal  and interest on these
notes  will  be  largely dependent in the short term upon the  ability  of  the
Company to raise additional  capital, or obtain concessions from holders of the
1995 Senior Notes, the 1996 Senior  Discount  Notes and/or its lenders,  and in
the long-term upon its future financial performance.   The Company is exploring
various alternatives to address its short- and long-term  capital needs.  These
alternatives  may  include  raising additional funds through various  financing
arrangements (as described above),  restructuring  its  existing  indebtedness,
modifying its business plan, or a combination of the foregoing.  Many  factors,
some  of  which  may  be beyond the Company's control, may effect the Company's
ability to resolve its  long-term  capital  needs.   These  factors include the
availability  of sufficient financing on terms acceptable to the  Company;  the
willingness of  the  holders  of  the Company's debt securities to agree to any
restructuring  of  the  Company's  indebtedness  that  the  Company  may  seek;
prevailing and perceived economic conditions,  both in general and with respect
to the Company's industry; and other factors that  could  affect  the Company's
performance,  such  as competition or regulatory restrictions.  While  no  debt
service is required on  the  Company's  existing Senior Notes until April 1999,
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 the other indebtedness
of the  Company or that the Company will otherwise be able to resolve its long-
term capital needs.

      Based  upon the financial statements of the Company at December 31, 1997,
the Company does  not  meet  all  of  the  financial  standards  of the listing
requirements of the NASDAQ National Market.  While the Company may  endeavor to
maintain its listing, or may seek listing on an alternative exchange or market,
there can be no assurance that the Company's common stock will not be  delisted
or that the Company will be accepted for listing on any alternative exchange or
market.  If the Company's common stock were to be delisted and such shares were
not  listed  on  an  alternative  exchange  or  market,  the  Company's  common
shareholders  may  experience a substantial reduction in the liquidity of their
shares.

      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.


NEW ACCOUNTING PRONOUNCEMENTS

        The  Financial  Accounting  Standards Board has issued  SFAS  No.  130,
"Reporting Comprehensive Income" and  SFAS  No. 131, "Disclosure about Segments
of an Enterprise and Related Information."  These  statements are effective for
fiscal  years  beginning  after December 15, 1997.  SFAS  No.  130  establishes
standards  for  reporting  and  disclosure  of  comprehensive  income  and  its
components in a full set of  general-purpose financial statements, and SFAS No.
131  requires  disclosures  about   operating   segments   and  enterprise-wide
disclosures about products and services, geographic area and  major  customers.
The  Company  is  currently  evaluating  the effect of these statements on  the
presentation of and disclosures within its consolidated financial statements.


YEAR 2000

      In January 1998, the Company developed  a  plan  to address the Year 2000
problem and began converting its computer systems to be  Year  2000  compliant.
The  plan  provides  for  the conversion efforts to be completed by the end  of
1999.  The Year 2000 problem  is  the result of computer programs being written
using two digits rather than four to  define  the applicable year.  The cost of
the  project  is  anticipated to be approximately  $250,000.   The  Company  is
expensing all costs  associated  with  these  systems  changes as the costs are
incurred.  As of December 31, 1997 no expenses had been  directly  incurred  as
part of this effort.


 ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

      Not Applicable.



                                   PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      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 1998 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 1998 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 1998 Annual Meeting
of Stockholders and is 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 1998 Annual Meeting of  Stockholders
and is 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, 1995, 1996
            and  1997  is included in this Form 10-K on page F-24. 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 no reports on Form 8-K
            during the quarter ended December 31, 1997.




                              WIRELESS ONE, INC.,
                               AND SUBSIDIARIES


Independent Auditors' Report............................................  F-2
Consolidated Balance Sheets as of December 31, 1996 and 1997............  F-3
Consolidated Statements of Operations for the years ended
  December 31, 1995, 1996, and 1997.....................................  F-4
Consolidated Statements of Stockholders' Equity (Deficit) for the
  years ended December 31, 1995, 1996, and 1997.........................  F-5
Consolidated Statements of Cash Flows for the years ended
  December 31, 1995, 1996, and 1997.....................................  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, 1996 and  1997,  and  the  related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for each of the years in  the  three-year period ended December 31, 1997.
In connection with our audits of the consolidated financial statements, we have
also audited the financial statement schedule.   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, 1996 and 1997,  and  the  results  of their
operations and their cash flows for each of the years in the three-year  period
ended  December  31,  1997,  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.


/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP


Jackson, Mississippi
February 13, 1998




                            WIRELESS ONE, INC.
                               CONSOLIDATED
                              BALANCE SHEETS
                        DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
        ASSETS
        ------                                                          1996                           1997
                                                                   --------------                 --------------
<S>                                                                <C>                            <C>
Current assets:
Cash and cash equivalents                                          $  104,448,583                 $   15,528,215

Marketable investment securities- restricted (note 5)                  18,149,180                     19,258,789
Subscriber receivables, less allowance for doubtful accounts of
   $292,619 and $486,820 in 1996 and 1997, respectively                   998,734                      2,071,689
Accrued interest and other receivables                                    464,166                        729,237
Prepaid expenses                                                        1,149,296                      1,136,303
                                                                   --------------                 --------------
Total current assets                                                  125,209,959                     38,724,233

Property and equipment, net (note 6)                                   82,636,712                    110,099,016
License and leased license investment, net of accumulated
   amortization of $2,823,658 and $7,896,648 in 1996
   and 1997, respectively                                             154,444,536                    151,386,399
Marketable investment securities - restricted (note 5)                 18,885,565                              -
Other assets (note 7)                                                  14,432,590                     17,377,550
                                                                   --------------                 --------------
                                                                   $  395,609,362                 $  317,587,198
                                                                   --------------                 --------------
        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Accounts payable                                                $    4,105,994                 $    2,913,209
   Accrued expenses                                                     6,775,218                      5,117,451
   Accrued interest                                                     4,482,864                      4,942,119
   Current maturities of long-term debt (note 8)                        3,169,383                        871,408
                                                                   --------------                 --------------
      Total current liabilities                                        18,533,459                     13,844,187

Long-term debt (note 8)                                               299,909,221                    317,529,032
Deferred taxes (note 9)                                                 6,500,000                      5,200,000
                                                                   --------------                 --------------
                                                                      324,942,680                    336,573,219

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

Stockholders' equity (deficit)
  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, 16,946,697 and 16,910,064 shares
              issued and outstanding in 1996 and 1997, respectively        169,467                        169,101

  Additional paid-in capital                                          120, 284,507                    119,772,011
  Accumulated deficit                                                 (49,787,292)                   (138,927,133)
                                                                   --------------                  --------------
           Total stockholders' equity (deficit)                        70,666,682                     (18,986,021)

Commitments and contingencies (note 13)                                         -                               -

                                                                   $  395,609,362                  $  317,587,198
                                                                   ==============                  ==============
</TABLE>
See accompanying notes to consolidated financial statements.


                              WIRELESS ONE, INC.
                    Consolidated Statements of Operations
                Years Ended December 31, 1995, 1996, and 1997

                                   1995          1996          1997
                              ------------  -------------  -------------
[S]                           [C]           [C]            [C]
Revenues                      $  1,410,318  $  11,364,828  $  34,580,464

Operating expenses:
     Systems operations            841,819      8,416,134     23,398,304
     Selling, general and
       administrative            4,431,839     15,559,156     28,317,852
     Depreciation and
       amortization              1,783,066     11,625,507     35,741,301
                              ------------  -------------  -------------
                                 7,056,724     35,600,797     87,457,457
                              ------------  -------------  -------------
       Operating loss           (5,646,406)   (24,235,969)   (52,876,993)
                              ------------  -------------  -------------
     Interest expense           (4,070,184)   (28,087,948)   (41,828,876)

     Interest income             2,024,116      8,146,958      4,711,185

     Equity in losses of
       investee (note 7)               ---       (193,436)      (445,157)
                              ------------  -------------  -------------
       Total other expense      (2,046,068)   (20,134,426)   (37,562,848)
                              ------------  -------------  -------------
       Loss before income taxes (7,692,474)   (44,370,395)   (90,439,841)

Income tax benefit (note 9)            ---      4,700,000      1,300,000
                              ------------  -------------  -------------
       Net loss                 (7,692,474)   (39,670,395)   (89,139,841)

Preferred stock dividends and
  discount accretion (note 10)    (786,389)           ---            ---
                              ------------  -------------  -------------
Net loss applicable to common
  stock                        $(8,478,863)  $(39,670,395)  $(89,139,841)
                              ============  =============  =============
Basic and diluted loss per
  common share                 $     (2.02)  $      (2.65)  $      (5.26)
                              ============  =============  =============
Basic and diluted weighted
  average common shares
  outstanding                    4,187,736     14,961,934     16,940,374
                              ============  =============  =============

See accompanying notes to consolidated financial statements.


                              WIRELESS ONE, INC.
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 YEARS ENDED DECEMBER 31, 1995, 1996, AND 1997

<TABLE>
<CAPTION>
                                                         Additional          Subscriptions         Accumulated
                                  Common Stock         Paid-In Capital        Receivable             Deficit            Total
                                  ------------         ---------------      --------------       --------------     -------------
<S>                               <C>                  <C>                  <C>                  <C>                <C>
Balance at January 1, 1995        $     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

Return of escrow shares                   (366)             (512,496)                   -                    -          (512,862)

Net loss                                     -                     -                    -          (89,139,841)      (89,139,841)
                                  ------------        ---------------      --------------       ---------------    --------------
Balance at December 31, 1997        $  169,101        $   119,772,011        $          -       $ (138,927,133)    $ (18,986,021)
                                  ============        ===============      ==============       ===============    ==============
</TABLE>

See accompanying notes to  consolidated financial statements.


                              WIRELESS ONE, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
                                                               1995                    1996                     1997
                                                          --------------          --------------           --------------
<S>                                                       <C>                     <C>                     <C>
Cash flows from operating activities:
   Net loss                                               $  (7,692,474)          $ (39,670,395)           $ (89,139,841)

   Adjustments to reconcile net loss to net cash
     used in operating activities:
           Bad debt expense                                     196,281                 371,349                1,535,943
           Depreciation and amortization                      1,783,066              11,625,507               35,741,301
           Amortization of debt discount                        328,301               7,845,537               19,933,049
           Accretion of interest income                        (213,230)               (976,638)                (502,044)
           Deferred income tax benefit                                -              (4,700,000)              (1,300,000)
           Equity in losses of investee                               -                 193,436                  445,157
           Changes in assets and liabilities:
              Receivables                                      (571,957)               (868,890)              (2,873,969)
              Prepaid expenses                                 (468,707)               (145,949)                  12,993
              Deposits                                                -                 917,796                 (328,286)
              Accounts payable and accrued
                expenses                                      6,004,541               3,265,187               (1,935,297)
                                                          --------------          --------------           --------------
                   Net cash used in operating
                     activities                                (634,179)            (22,143,060)             (38,410,994)
                                                          --------------          --------------           --------------
Cash flows from investing activities:
    Purchase of investments and other assets                 (1,533,446)             (2,778,012)               (4,167,500)
    Capital expenditures                                     (9,805,057)            (60,408,418)              (58,130,615)
    Acquisition of license investment                        (6,762,415)            (43,898,328)               (3,307,913)
    Purchase of marketable investment securities            (53,180,114)                      -                         -
    Proceeds from maturities of securities                            -              17,335,237                18,278,000
                                                          --------------          --------------           --------------
           Net cash used in investing
             activities                                     (71,281,032)            (89,749,521)              (47,328,028)
                                                          --------------          --------------           --------------
Cash flows from financing activities:
   Proceeds from issuance of long-term debt and
     warrants                                               144,764,902             120,624,614                         -
   Principal payments on long-term debt                     (11,502,054)            (13,089,874)               (3,181,346)
   Debt issuance costs                                         (343,839)             (1,604,955)                        -
   Issuance of common stock                                  35,008,396                  31,050                         -
   Issuance of redeemable preferred stock                    14,343,654                       -                         -
                                                          --------------          --------------           --------------
           Net cash provided by (used in)
             financing activities                           182,271,059             105,960,835                (3,181,346)
                                                          --------------          --------------           --------------
           Net increase (decrease) in cash                  110,355,848              (5,931,746)              (88,920,368)

Cash and cash equivalents at beginning of period                 24,481             110,380,329               104,448,583
                                                          --------------          --------------           --------------
Cash and cash equivalents at end of period                $ 110,380,329           $ 104,448,583             $  15,528,215
                                                          ==============          ==============           ==============
</TABLE>
See accompanying notes to consolidated financial statements.




                              WIRELESS ONE, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 1996 AND 1997

(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 and developing a high-
         speed, two-way  internet  access product, 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  equipment   and
         installations.  The Company capitalizes  the excess of direct costs of
         subscriber installations over installation  fees.  These  direct costs
         include  reception  materials  on  subscriber  premises,  installation
         labor, overhead charges and direct selling costs.

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

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

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

     (d) LICENSE AND LEASED LICENSE INVESTMENT

         License  and  leased  license investment consists primarily  of  costs
         incurred in connection  with  the  Company's  acquisition  of  channel
         rights.   Channel  rights  represent  the  right to utilize all of the
         capacity  on  channels  operated  under a license  received  from  the
         Federal Communications Commission ("FCC").   These assets are recorded
         at cost and amortized using the straight-line  method over the assets'
         estimated useful lives, usually 10-20 years, beginning  with inception
         of service in each market.  Amortization expense for the  years  ended
         December  31,  1995,  1996  and  1997  was   $574,169,  $2,275,375 and
         $5,072,990,   respectively.    As  of  December  31,  1996  and  1997,
         approximately  $76,296,000  and  $71,412,000  of  license  and  leased
         license investment was 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 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, 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 licenses and related property and equipment.

     (f) REVENUE RECOGNITION

         Revenues  from  subscribers  are  recognized in income over the period
         service is provided.

     (g) INCOME TAXES

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

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

     (h) EARNINGS PER SHARE

         Earnings per  share  are  computed  in  accordance  with SFAS No. 128,
         "Earnings  Per  Share."   SFAS  No.  128  requires the replacement  of
         previously reported primary and fully diluted earnings per share under
         Accounting Principles Board Opinion No. 15  with  basic  earnings  per
         share  and  diluted  earnings  per  share.   The  calculation of basic
         earnings per share excludes any dilutive effect of potential issuances
         of  common  stock,  while  diluted  earnings  per  share includes  the
         dilutive  effect  of such potential issuances.  Shares  issuable  upon
         exercise of the Company's stock options and warrants are anti-dilutive
         and have been excluded  from  the  calculation of diluted earnings per
         share.  Per share amounts for all periods presented have been restated
         to conform to the requirements of SFAS No. 128.

     (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 terms of the notes.

     (j) CASH AND CASH EQUIVALENTS

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

     (k) USE OF ESTIMATES

         The preparation of financial statements  in  accordance with generally
         accepted accounting principles requires management  to  make estimates
         and  assumptions  that  affect  the  reported  amounts  of assets  and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts  of revenues
         and  expenses  during the reporting period.  The significant estimates
         impacting the preparation  of  the  Company's  consolidated  financial
         statements  include  the allowance for doubtful accounts on subscriber
         receivables, the valuation  allowances  on  deferred  tax  assets  and
         estimated  useful  lives  of  property  and  equipment  and intangible
         assets.  Actual results could differ from those estimates.

     (l) MARKETABLE INVESTMENT SECURITIES

         Investments  in  marketable securities at December 31, 1996  and  1997
         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 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, 1995, 1996 and 1997.

     (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  Company's  business  requires  substantial  amounts  of  capital  and
     liquidity, principally for  the acquisition and installation of equipment,
     the development and launch of  new  products and markets, debt service and
     working capital requirements.  To date,  the  Company has funded operating
     losses and capital expenditures principally with  funds raised during 1995
     and  1996  through  its initial public offering of common  stock  and  the
     issuance of debt securities.   Management  projects  that the Company will
     require significant additional funds for the continued  implementation  of
     its  business  plan,  including  capital  expenditures  and  debt  service
     requirements in 1998 and beyond.

     The  Company  forecasts  that it will need to raise approximately $7 -  10
     million  in  additional funding  to  meet  the  capital  expenditures  and
     operating needs  included  in its business plans for 1998.  The Company is
     actively seeking to raise these  additional funds and is exploring various
     alternatives to address, its short  and  long-term  capital  needs.  These
     alternatives   may   include  raising  additional  funds  through  various
     financing arrangements, restructuring its existing indebtedness, modifying
     its business plan,  or a combination of the foregoing.   While  management
     believes it  will obtain additional funds,  there can be no assurance that
     additional  capital  will be available to the Company on terms that comply
     with  the Company's  credit agreements  and indebtedness  or on terms that
     management  finds  acceptable.  If additional funds are not available, the
     Company  may  not be able to  continue to launch new systems or to further
     develop  its  internet  product,  and  its  DIRECTV  MDU  product  may  by
     curtailed.  In  addition  to  its  estimated  1998  cash requirements, the
     Company must raise additional capital  or  generate  sufficient  operating
     cash  flow  to  satisfy  its  debt service  obligations on its 1995 Senior
     Notes, which require semi-annual interest payments of $9,750,000 beginning
     in April 1999.

(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 was 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
     were 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 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
                                                                    ==========

(4)      TRUVISION AND OTHER ACQUISITIONS

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

     The  following  table  summarizes the allocation of the  acquisition  cost
     based upon the estimated  fair  market value of the net assets acquired in
     the transaction:

     Current assets                                          $        1,146,604
     Property and equipment                                          16,427,882
     Other assets                                                     2,177,003
     License and leased license investment                           80,736,479
     Current liabilities                                             (5,838,771)
     Deferred tax liability                                         (11,200,000)
     Short term debt                                                (32,046,244)
                                                                    -----------
                                                             $       51,402,953
                                                                    ===========

     In connection with the TruVision  transaction, the Company entered into an
     agreement whereby it placed 202,800 shares, of the total shares issued, in
     escrow for issuance to former TruVision  shareholders upon consummation of
     certain pending acquisitions.  In October  1997,  in  accordance  with the
     terms  of  its  purchase  and  sale agreement with Skyview Wireless Cable,
     Inc.,  the  Company terminated the  agreement  to  acquire  rights  to  22
     wireless cable channels and a substantially complete transmission facility
     in Jackson, Tennessee,  for $2.7 million in cash and to acquire the rights
     to 20 wireless cable channels  in Hot Springs, Arkansas, for approximately
     $1.5 million.  This event resulted  in  the  termination of a stock escrow
     agreement and the return to the Company of 36,633  of  its  common shares,
     under the terms and conditions of the merger agreement between the Company
     and TruVision in July 1996.

     In  1996,  the  Company  also  acquired (i)  Shoals Wireless, Inc.,  whose
     principal asset was an Operating  System  in  Lawrenceburg, Tennessee, for
     approximately $1.2 million, (ii) an Operating System  and  hard-wire cable
     system in Huntsville, Alabama, for approximately $6 million,  (iii) rights
     to  11  wireless  cable  channels  in  Macon,  Georgia,  for approximately
     $600,000,  (iv)  rights  to  8  wireless cable channels in Bowling  Green,
     Kentucky,  for $300,000, (v) rights  to  16  wireless  cable  channels  in
     Jacksonville,  North  Carolina,  for  approximately  $820,000 ($800,000 is
     being withheld pending grant of licenses) and 12 wireless  cable  channels
     in  Chattanooga,  Tennessee,  for  $517,000,  and  (vi)  rights  to 11 MDS
     channels  and filings for 20 ITFS licenses and related transmission  tower
     leases and approvals in Auburn/Opelika, Alabama, for $600,000.

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

     The December 31, 1996 consolidated  financial  statements  of  the Company
     include  the  results of operations of the business interests acquired  in
     the various transactions  discussed above from the dates of the respective
     transactions.  Summarized below is the unaudited pro forma information for
     the  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)
     Basic and diluted 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,  1996  and
     1997 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 marketable securities at
December 31, 1996 and 1997 follows:
<TABLE>
<CAPTION>


     DECEMBER 31, 1996          Amortized Cost       Unrealized Loss       Unrealized Gain        Fair Value
     -----------------          --------------       ---------------       ---------------      --------------
     <S>                        <C>                  <C>                   <C>                  <C>
     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
                                ==============       ===============       ===============      ==============

     DECEMBER 31, 1997
     -----------------
     U. S. Treasury Notes       $   10,047,454       $          ---        $      53,560        $   10,101,014
     U. S. Treasury Notes
        interest coupon strips       8,683,337                  ---                8,051             8,691,388
     Other                             527,998                  ---                  ---               527,998
                                --------------       ---------------       ---------------      --------------
                                $   19,258,789       $          ---        $      61,611        $   19,320,400
                                ==============       ===============       ===============      ==============

</TABLE>

        Scheduled maturities for the marketable securities  held  at December
        31, 1997 are as follows:

                                              AMORTIZED            FAIR
                                                COST               VALUE
                                                ----               -----
        Maturing in less than 1 year       $   19,258,789      $   19,320,400


(6)  PROPERTY AND EQUIPMENT

        Major categories of property and equipment at December 31, 1996 and
        1997 are as follows:

<TABLE>
<CAPTION>
                                                     ESTIMATED
                                                       LIFE             1996               1997
                                                     ---------          ----               ----
           <S>                                          <C>         <C>                <C>
           Equipment awaiting installation                 -        $  9,109,287       $  7,168,094
           Subscriber equipment and installation           4          43,049,807         81,128,043
           costs
           Transmission equipment and system              10          29,463,789         36,233,338
           construction costs
           Office furniture and equipment                  7           7,161,468          9,891,684
           Buildings and leasehold improvements         31.5           2,031,754          3,260,432
                                                                      ----------        -----------
                                                                      90,816,105        137,681,591
           Less accumulated depreciation                              (8,179,393)       (27,582,575)
                                                                      ----------        -----------
                                                                    $ 82,636,712       $110,099,016
                                                                      ==========        ===========
</TABLE>

     Depreciation  expense for the years ended December 31, 1995, 1996 and 1997
     was $1,208,897, $9,350,133, and $30,668,311, respectively.

(7)  OTHER ASSETS

     Other assets at December 31, 1996 and 1997 consist of the following:

<TABLE>
<CAPTION>
                                                                  1996                1997
                                                             ---------------      --------------
<S>                                                          <C>                  <C>
           Debt issuance costs, net of accumulated
               amortization of $1,068,230 and $2,273,891     $   11,129,764       $   9,924,103
               in 1996 and 1997, respectively
           Deposits and other                                       491,914             860,191
           Investments in unconsolidated subsidiaries:
                    Wireless One North Carolina, LLC              1,310,912           4,093,256
                    Telecorp Holding Corp., Inc.                  1,500,000           1,500,000
                    Wireless Ventures, LLC                              ---           1,000,000
                                                             --------------       -------------
                                                             $   14,432,590       $  17,377,550
                                                             ==============       =============
</TABLE>

     Investments in  unconsolidated  subsidiaries  relate  to the Company's 50%
     investment in Wireless One North Carolina, LLC ("WONC")  accounted  for on
     the  equity  method,  its 16.5% investment in Telecorp Holding Corp., Inc.
     ("Telecorp") accounted  for  on  the cost method and its 50% investment in
     Wireless Ventures, LLC ("Ventures")  accounted  for  on the equity method.
     WONC  is  in the business of acquiring, developing and operating  wireless
     cable television  systems  in North Carolina.  Telecorp is in the business
     of  acquiring personal communication  service  ("PCS")  licenses  for  the
     purpose  of  developing and operating a PCS network.  In January 1998, the
     Company completed  the  sale  of its interest in Telecorp for $2.5 million
     for a gain of approximately $1.0  million.    Ventures  owns  certain  BTA
     rights  in  several  markets  in  Georgia.   None  of  these  entities has
     commenced operations as of December 31, 1997.

     By  the  terms  of  the  Ventures  purchase  agreement, upon securing  FCC
     approval, the Company will assume the debt of  Ventures  and  purchase the
     remaining  50%  interest for 50,000 shares of the Company's common  stock.
     The transaction is scheduled to close by May 1998.

(8)  LONG-TERM DEBT

<TABLE>
<CAPTION>
Long-term debt consists of the following:
                                                                   1996                   1997
                                                                   ----                   ----
<S>                                                           <C>                    <C>
   13% Senior Notes due 2003; face value of
      $150,000,000, net of unamortized discount
      (1995 Senior Notes)                                     $ 148,384,135          $ 148,619,511
   13.5% Senior Discount Notes due 2006; face
      value of $239,252,000 net of unamortized discount         126,400,136            144,748,632
      (1996 Senior Discount Notes)
   9.5% installment notes, principal and interest due in
      installments through August 31, 2006                       22,257,207             23,321,127
   Subordinated non-interest bearing notes (face value
      outstanding at December 31, 1996 of $3,050,000)
      discounted to an 8% effective rate                          2,880,672                      -
   Other                                                          3,156,454              1,711,170
                                                               ------------           ------------
                                                                303,078,604            318,400,440
      Less current maturities                                    (3,169,383)              (871,408)
                                                               ------------           ------------
         Long-term debt, excluding current maturities      $    299,909,221        $   317,529,032
                                                               ============           ============
</TABLE>

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

                       1998                                          871,408
                       1999                                        2,663,078
                       2000                                        2,394,819
                       2001                                        2,630,560
                       2002                                        2,889,508
                    Thereafter                                   306,951,067


     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 method.  Interest expense accreted to the balance  of  the
     notes during the years ended December 31, 1996 and 1997 was $6,453,922 and
     $18,348,496,  respectively.   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 $1,093,766  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:

<TABLE>
<CAPTION>
           Deferred tax assets:                               1996                       1997
                                                              ----                       ----
           <S>                                          <C>                       <C>
              Net operating loss carryforwards          $    24,537,357           $     56,344,197
              Allowance for bad debts                           176,771                    189,860
              Accrued liabilities deductible when paid          216,368                    219,430
              Other                                              24,796                      7,230
                                                             ----------                 ----------
                                                             24,955,292                 56,760,717
           Less valuation allowance                          (5,766,361)               (46,564,711)
                                                             ----------                 ----------
           Deferred tax asset                                19,188,931                 10,196,006
                                                             ----------                 ----------
           Deferred tax liabilities:
              Fixed assets, principally due to
                differences in depreciation and
                underlying basis                                473,997                    716,260
              License investment, due to differences in
                amortizable lives and underlying basis       25,214,934                 14,679,746
                                                             ----------                 ----------
           Deferred tax liabilities                          25,688,931                 15,396,006
                                                             ----------                 ----------
           Net deferred tax liability                   $     6,500,000           $      5,200,000
                                                             ==========                 ==========
</TABLE>


     The net changes in total valuation allowance for the years ended  December
     31,   1996  and  1997  were  increases  of   $3,630,332  and  $40,798,350,
     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 in 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 years ended
     December  31,  1996  and  1997  to the extent such assets can be  realized
     through future reversals of deferred tax liabilities.

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

<TABLE>
<CAPTION>
                                                1995            1996            1997
                                               -------        -------         -------
<S>                                            <C>            <C>             <C>
Tax at U.S. Federal statutory rate             (34.0%)        (34.0%)         (34.0%)
State and local income taxes, net of U.S.
    Federal benefit                               -            (0.9)             -
Effect of net operating loss carryforwards
    not utilized                                28.3            23.5           32.6

Other                                            5.7              .8             -
                                               -------        -------         -------
                                                   -%          (10.6%)         (1.4%)
                                               =======        =======         =======
</TABLE>

     The Company had net operating loss carryforwards  for  Federal  and  state
     income  tax  purposes  of  $144,472,302  as  of  December  31,  1997.  The
     carryforwards expire in years 2008-2012.

(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 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.

     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.

(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.


Information regarding these option plans for 1995, 1996 and 1997 is as follows:

<TABLE>
<CAPTION>
                                                1995              1996             1997
                                                                                                  WEIGHTED
                                                                                                  AVERAGE
                                                                                                  EXERCISE
                                               Shares            Shares           Shares          PRICE
                                           -------------      ------------    -------------      ---------
<S>                                        <C>                <C>             <C>                <C>
  Options outstanding beginning of year          248,917           804,187        1,028,413          $7.93
  Options granted
      Exercise Price=Fair Market Value           555,270            59,000            1,000          $6.38
      Exercise Price>Fair Market Value                 -                 -           12,000          $6.63
      Exercise Price<Fair Market Value                 -           195,226          464,500          $2.59
  Options exercised                                    -             5,000                -          $   -
  Options cancelled                                    -            25,000          212,353          $8.89
                                           -------------      ------------    -------------       --------
  Options outstanding, end of year               804,187         1,028,413        1,293,560          $5.84
                                           =============      ============    =============       =========
  Option price range at end of year        $4.16 - 13.83      $4.16 -16.25    $2.59 - 15.50

  Option price range for exercised shares  $      -           $       6.21               -
  Options available for grant at end of
    year                                         495,813           371,587          106,440

  Weighted-average fair value of options,
      granted during the year                                 $      13.10    $        2.57

</TABLE>

The following table summarizes information about options outstanding at
December 31, 1997.

<TABLE>
<CAPTION>
                        Options Outstanding                              Options Exercisable
                        -------------------                              -------------------
                                     Weighted
                                     Average
                     Number          Remaining        Weighted-       Number        Weighted
    Range of       Outstanding      Contractual        Average      Exercisable     Average
  Exercise Price   at 12/31/97         Life        Exercise Price   at 12/31/97     Exercise Price
 ---------------   -----------      -----------    --------------   -----------     --------------
 <S>               <C>              <C>            <C>              <C>             <C>
 $2.59                464,500          9.90        $    2.5900           ---               ---

 $ 4.16 - $ 6.38      388,404          6.96        $    5.6629         342,146      $     5.711

 $ 6.63 - $ 7.59      246,540          8.16        $    7.1399         216,940      $     7.1425

 $10.24 - $13.83      176,116          7.33        $   12.0143           6,000      $    11.8624

 $15.25 - $15.50       18,000          6.74        $   15.4167           4,200      $    15.4294
                   -----------      -----------    --------------   -----------     --------------
                    1,293,560          8.49        $    5.8414         569,286      $     6.6138

</TABLE>

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

<TABLE>
<CAPTION>
                                                             1995              1996            1997
                                                          ----------       ------------    ------------
<S>                                                       <C>              <C>             <C>
 Net Loss Applicable to Common stock - as reported        $8,478,863       $ 39,670,395    $ 89,139,841
 Net Loss Applicable to Common stock - pro forma          10,141,210         44,022,171      90,256,557
 Net Loss Per Common Share - as reported
      (basic and diluted)                                       2.02               2.65            5.26
 Net Loss Per Common Share - pro forma
      (basic and diluted)                                       2.42               2.94            5.33

</TABLE>


  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.  Weighted-average assumptions used for grants  in  1997
  include:  expected volatility  of  86%;  expected dividend yield of 0%; risk-
  free interest rate of 5.57%; and expected lives of 8.5 years.

(13) COMMITMENTS AND CONTINGENCIES

     The  Company  is  a  party  to a renewable long-term  agreement  with  the
     Mississippi  EdNet  Institute,   Inc.   ("EdNet"),  a  non-profit,  quasi-
     governmental body which manages the licenses  designated  to various state
     educational entities. The agreement gives the Company exclusive  rights to
     utilize excess air time (that portion of a channel's airtime available for
     commercial  broadcasting  according  to  FCC  regulations)  on the 20 ITFS
     channels  in Mississippi.  The terms of the channel leases are  10  years,
     commencing  in  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  and
     1997 related  to  this  agreement  was $79,336 and $338,578, respectively.
     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 were 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.

     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.



     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 $380,346, $1,454,898 and $2,267,808 for the years
     ended December 31, 1995, 1996 and 1997, respectively.

     The Company also  has  certain  operating leases for office space, service
     vehicles, equipment and transmission  tower  space.  Rent expense incurred
     in  connection with other operating leases was  $183,003,  $1,805,083  and
     $3,533,441   for  the  years  ended  December  31,  1995,  1996  and 1997,
     respectively.

     Future  minimum  lease payments due under channel rights leases and  other
     noncancelable operating leases at December 31, 1997 are as follows:

                                        Channel             Other
         Year ending                    rights            operating
         December 31                    leases              leases
         -----------                 ------------       ------------
            1998                     $ 2,288,415        $ 1,795,031
            1999                       2,330,795          1,678,329
            2000                       2,357,561          1,503,988
            2001                       2,352,580          1,014,605
            2002                       2,358,580            633,590
            Thereafter                 2,360,595            217,511
                                     ------------       ------------
                                     $14,048,526        $ 6,843,054
                                     ============       ============

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

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

(14) CONCENTRATIONS OF CREDIT RISK

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

(15) SUPPLEMENTAL CASH FLOW INFORMATION

     Cash interest payments made in  1995,  1996  and  1997  totaled  $351,178,
     $19,404,454 and $21,436,570, respectively.

     The Company made no Federal or state income tax payments during the  years
     ended December 31, 1995, 1996 and 1997.

     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.

     Underwriters fees incurred in  conjunction  with  the  public offerings of
     debt  securities  in  1995  and  1996  in  the  amounts of $5,250,000  and
     $4,374,986, respectively, are considered non-cash transactions.

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

     During 1996, the Company financed $22,257,207 of the bid  price in the BTA
     auction  with  the  FCC  representing  80% of the Company's bid  in  those
     markets.  In addition, in 1996 the Company  incurred long-term obligations
     in the amount of $1,959,252 for licenses related  to  BTA's  in  which the
     Company  was  the successful bidder but had not been granted the licenses.
     During 1997, the  Company received notice that additional BTA licenses had
     been granted with associated debt of $1,063,919.

(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  and
     1997.  The fair  value  of a financial instrument is defined as the amount
     at  which the instrument could  be  exchanged  in  a  current  transaction
     between willing parties.

     <TABLE>
     <CAPTION>
                                              DECEMBER 31, 1996                       DECEMBER 31, 1997
                                              -----------------                       -----------------
                                         Carrying           Estimated           Carrying          Estimated
                                          AMOUNT           FAIR VALUE            AMOUNT          FAIR VALUE
                                          ------           ----------            ------          ----------
     <S>                              <C>                 <C>                 <C>                <C>
     Marketable investment
        securities                    $  37,034,745       $  37,002,142       $  19,258,789      $ 19,320,400
     Long-term debt                     303,078,604         288,818,456         318,400,440        96,920,097

     </TABLE>

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

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

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

              *  The fair value of long-term debt is based  upon  market quotes
                 obtained  from  dealers  where available and by discounting
                 future  cash  flows at rates  currently  available  to  the
                 Company for similar  instruments  when  quoted market rates
                 are not available.  Since the long-term debt of the Company
                 is  not  heavily  traded, market quotes used  to  calculate
                 their value at December  31,  1997  were  based  on several
                 discrete trades made on or around that date.

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

(17) NEW ACCOUNTING PRONOUNCEMENTS

     The  Financial  Accounting  Standards  Board  has  issued  SFAS  No.  130,
     "Reporting  Comprehensive  Income"  and  SFAS  No. 131, "Disclosure  about
     Segments of an Enterprise and Related Information."   These statements are
     effective for fiscal years beginning after December 15,  1997.   SFAS  No.
     130  establishes  standards  for reporting and disclosure of comprehensive
     income  and its components in a  full  set  of  general-purpose  financial
     statements, and SFAS No. 131 requires disclosures about operating segments
     and enterprise-wide  disclosures  about  products and services, geographic
     area and major customers.  The Company is  currently evaluating the effect
     of  these  statements on the presentation of and  disclosures  within  its
     consolidated financial statements.


                                 SCHEDULE II


                             WIRELESS ONE, INC.
                       VALUATION AND QUALIFYING ACCOUNTS
                 YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997


<TABLE>
<CAPTION>
                                          Balance at        Charged to
                                         Beginning of       Costs and                         Balance at
Description                                 Period           Expenses        Deductions       End of Period
-------------                            ------------       ----------       ----------       -------------
<S>                                      <C>                <C>              <C>              <C>
1997
Deducted in balance sheet from
      subscriber receivables:
      Allowance for doubtful accounts        292,619         1,535,943        1,341,742           486,820
                                         ============       ==========       ===========      =============
Deducted in balance sheet from leased
      license investment:
      Amortization of leased license
      investment                           2,823,658         5,072,990             ---          7,896,648
                                         ============       ==========       ===========      =============
Deducted in balance sheet from other
      assets: Amortization of debt
      issuance costs                       1,068,230         1,205,661             ---          2,273,891
                                         ============       ==========       ===========      =============
1996
Deducted in balance sheet from
      subscriber receivables:
      Allowance for doubtful accounts         73,641           371,349          152,371           292,619
                                         ============       ==========       ===========      =============
Deducted in balance sheet from leased
      license investment:
      Amortization of leased
      license investment                     548,283         2,275,375             ---          2,823,658
                                         ============       ==========       ===========      =============
Deducted in balance sheet from other
      assets: Amortization of
      debt issuance costs                    163,926           904,304             ---          1,068,230
                                         ============       ==========       ===========      =============
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
                                         ============       ==========       ===========      =============


</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 30, 1998.

                                   WIRELESS ONE, INC.



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

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the following persons  on  behalf  of  the
registrant and in the capacities indicated, on March 30, 1998.

<TABLE>
<CAPTION>
<S>                                        <C>

                   /S/ HANS J. STERNBERG   Chairman of the Board
             ---------------------------
                       Hans J. Sternberg

                       /S/SEAN E. REILLY   Vice Chairman
             ---------------------------
                          Sean E. Reilly

                 /S/ HENRY M. BURKHALTER   President and Chief Executive Officer
             ---------------------------
                     Henry M. Burkhalter

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

           /S/LAURENCE O. WOOLHISER, JR.   Vice President, Controller
             ---------------------------
              Laurence O. Woolhiser, Jr.   (Principal Accounting Officer)

                   /S/ ARNOLD L. CHAVKIN   Director
             ---------------------------
                       Arnold L. Chavkin

                                           Director
             ---------------------------
                         William K. Luby

                  /S/ CARROLL D. MCHENRY   Director
             ---------------------------
                      Carroll D. McHenry

                     /S/DANIEL L. SHIMER   Director
             ---------------------------
                        Daniel L. Shimer

                                           Director
             ---------------------------
                 William J. Van Devender

                     /S/L. ALLEN WHEELER   Director
             ---------------------------
                        L. Allen Wheeler

</TABLE>






                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                    Sequentially
EXHIBIT NO.                       DESCRIPTION                                       Numbered Page
<S>         <C>                                                                     <C>
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)

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)

10.10       DirecTV--Wireless One Cooperative Marketing Agreement between DIRECTV,
            Inc. and Wireless One, Inc. dated August1997 *

10.11       Transport Rights Agreement between DIRECTV, Inc. and Wireless One, Inc.
            dated August 1997 *

10.12       Subscriber Service Payment Agreement between DIRECTV, Inc. and Wireless
            One, Inc. dated August 1997 *

10.13       DSS Receiver Support Agreement between DIRECTV, Inc. and Wireless One,
            Inc. dated August 1997 *

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          Finanical Data Schedule

</TABLE>
_______________________________

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