EXHIBIT 4.2

                       STATEMENT OF RIGHTS AND PREFERENCES
                        FOR THE SERIES B PREFERRED STOCK


                  CERTIFICATE ESTABLISHING AND DESIGNATING THE
                     RIGHTS, PREFERENCES AND RESTRICTIONS OF
                          SERIES B PREFERRED SHARES OF
                      WIRELESS CABLE & COMMUNICATIONS, INC.


     Pursuant  to the  provisions  of  section  78.1955  of the  Nevada  revised
Statutes,  as amended,  and pursuant to the  authority  expressly  vested in the
Board  of  Directors  of  Wireless  Cable  &  Communications,   Inc.,  a  Nevada
corporation (the "Corporation"), by consent resolutions dated July 17, 1997, the
Board of Directors of the  Corporation  fixed and  determined the voting rights,
designations,    preferences,    qualifications,     privileges,    limitations,
restrictions,  options and other  special or relative  rights of a series of the
Corporation's preferred stock, hereinafter designated as the "Series B Preferred
Shares,"  consisting of 750,000 shares of the Corporation's  5,000,000 shares of
authorized  preferred stock, of which (prior to the filing of this  Certificate)
750,000 shares of such 5,000,000 shares are undesignated.

     The undersigned, the duly elected and acting president and secretary of the
Corporation,  respectively,  hereby certify and acknowledge  that the resolution
set forth immediately below was duly adopted as such written consent resolution:

                        IT IS HEREBY RESOLVED AS FOLLOWS:

     Pursuant to the authority  expressly  granted to and vested in the Board of
Directors  of the  Corporation,  and  pursuant to the  provisions  of the Nevada
Revised  Statutes,  the  Board of  Directors  hereby  fixes and  determines  the
relative voting rights, designations, preferences,  qualifications,  privileges,
limitations,  restrictions  and other special or relative  rights or a series of
authorized  preferred stock, par value $.01 per share,  designated the "Series B
Preferred  Stock,"  which shall consist of 750,000  shares of the  Corporation's
preferred stock as follows:

1.            Dividends

              1.1 No dividend  shall be declared or paid on the common  stock of
the  Corporation,  par value $.01 per share  (the  "Common  Stock"),  during any
fiscal year of the  Corporation  until  dividends in the annual amount of $.0675
per share (as adjusted for any stock  dividends,  combinations,  or stock splits
with  respect to such stock as set forth in Section  5),  noncumulative,  on the
Series B Preferred  Stock shall have been  declared  and paid during such fiscal
year. The preferential dividend on the Series B Preferred Stock shall be payable
semiannually on January 1 and July 1 of each year.


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<PAGE>


              1.2 The  preferential  dividend  described  in Section  1.1 hereof
shall be payable by the Corporation, in its sole discretion, in (a) cash, or (b)
by the delivery to each holder of the Series B Preferred  Stock of the number of
shares of Series B Preferred Stock equal to the product of (i) .0675  (annually,
or .03375  semi-annually,  as the case may be), multiplied by (ii) the number of
shares  of  issued  and  outstanding  Series  B  Preferred  Stock  held  by such
shareholder.

2.  Liquidation.  In  the  event  of a  voluntary  or  involuntary  liquidation,
dissolution or winding up of the Corporation, the holder of each share of Series
B Preferred  Stock  shall be entitled to receive  (subject to any other class of
the Corporation's  stock that is senior to the Series B Preferred Stock),  prior
and in preference to any distribution of any of the assets of the Corporation to
the holders of the shares of Common Stock, but in parity (in pari pasu) with the
holders of the shares of the Series A Preferred Stock, an amount equal to $10.00
per Series B share. If, upon any such liquidation,  dissolution or winding up of
the  Corporation,  the assets  distributable  among the  holders of the Series B
Preferred  Stock  shall be  insufficient  to permit the  payment in full to such
holders  of the  amount  hereinabove  provided,  then the  entire  assets of the
Corporation  shall be  applied  ratably  to the  payment  of such  amount to the
holders of the Series A Preferred  Stock and the Series B  Preferred  Stock then
outstanding.

3. Redemptions. The Series B Preferred Stock shall not be redeemable.

4. Conversion. The Series B Preferred Stock shall not be convertible,  except as
provided in the further paragraphs of this Section 4.

              4.1 All issued and  outstanding  Series B Preferred Stock shall be
automatically converted into fully paid and nonassessable shares of Common Stock
of the  Corporation at the applicable  Conversion Rate on the date preceding the
earliest to occur of (i) three  years from the date of the  initial  issuance of
the  Series B  Preferred  Stock,  or (ii) the  date of the  consummation  of the
Corporation's  sale of  shares of its  Common  Stock in an  underwritten  public
offering  pursuant  to a  registration  statement  (other  than  a  registration
statement filed on Form S-4 or S-8, or equivalent  form) filed with and declared
effective by the Securities and Exchange  Commission  pursuant to the Securities
Act of 1933,  as amended,  which  results in aggregate  net cash proceeds to the
Corporation of at least $15,000,000 and which results in a market capitalization
for the Corporation of at least  $50,000,000  (post money) (an  "Offering"),  or
(iii)  if  the  Corporation   shall  merge  with  or  consolidate  into  another
corporation   and  shall  not  be  the  surviving   entity  in  such  merger  or
consolidation,   or  shall  sell,  transfer  or  otherwise  dispose  of  all  or
substantially all of its property, assets or business.

              4.2 As used herein,  the term  "Conversion  Rate" shall mean, with
respect to the  occurrence of any event  described in clause (i) or clause (iii)
of paragraph  4.1, a fraction,  the  numeration of which shall be $10.00 and the
denominator of which shall be the then value,  per share,  of the  Corporation's
Common Stock,  as determined in good faith by the Board of Directors,  and, with
respect to the  occurrence  of the event  described  in clause (ii) of paragraph
4.1, a fraction,  the numerator of which shall be $10.00 and the  denominator of
which  shall be the  greater of (A) the actual  price paid by  investors  in the
Corporation's Common Stock pursuant to the Offering, or (B) the assumed price to
the public set forth in the registration statement for the Offering.

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<PAGE>


              4.3 Upon a conversion of the Series B Preferred  Stock into shares
of Common Stock  pursuant to the provisions of paragraph 4.1, the holder thereof
shall surrender,  during regular  business hours, the certificates  representing
the Series B Preferred  Stock,  duly endorsed to the Corporation or in blank, at
the  principal  office  of  the  Corporation  or at  such  other  place  as  the
Corporation  shall  designate.  The Corporation  shall,  promptly  following its
receipt of such  certificates,  determine  the number of shares of Common  Stock
into which Series B Preferred  Stock shall convert by multiplying  the number of
share of  Series  B  Preferred  Stock  so  tendered  to the  Corporation  by the
applicable  Conversion  Rate,  and  deliver to such holder of Series B Preferred
Stock,  or to such  holder's  nominee or nominees as shall be designated by such
holder,  a certificate or certificates  for the number of shares of Common Stock
to which such holders shall be entitled, together with cash to which such holder
shall be entitled in lieu of fractional  shares. The Series B Preferred Stock to
be converted  shall be deemed to have been  converted and canceled as of the day
immediately preceding the earliest to occur of the events described in paragraph
4.1,  and the person or persons  entitled to receive the shares of Common  Stock
issuable  upon such  conversion  shall be treated for all purposes as the record
holder or holders of such shares of Common Stock on such date.

              4.4 At least 10 days prior to the  anticipated  occurrence  of the
earliest to occur of any event specified in paragraph 4.1, the Corporation shall
give a written notice to each holder of record of Series B Preferred  Stock,  by
certified  mail enclosed in a postage paid envelope  addressed to such holder at
such holder's  address as the same shall appear on the books of the Corporation.
Delivery  shall be deemed to have  occurred  on the second day after  deposit of
such  notice in the mail.  Such  notice  shall (i) state that the shares will be
automatically   converted  on  the  date  preceding  the   consummation  of  the
anticipated  event,  (ii) state the expected date of conversion,  and (iii) call
upon such  holder to exchange  on or after said date at the  principal  place of
business of the  Corporation  a certificate  or  certificates  representing  the
Series B  Preferred  Stock to be  converted  in  accordance  with such notice as
provided in paragraph 4.3. Upon any conversion hereunder,  the Corporation shall
not be obligated to issue certificates for the shares of Common Stock unless and
until  certificates  evidencing  the  converted  Series B  Preferred  Stock  are
delivered to the Corporation.

              4.5 The  issuance  of  certificates  for  Common  Shares  upon the
conversion  of Series B  Preferred  Stock  shall be made  without  charge to the
converting holder of Series B Preferred Stock for any original issue or transfer
tax in respect of the issuance of such certificates.

              4.6 The Corporation  shall at all times reserve and keep available
out of its  authorized  but  unissued  Common  Stock,  solely for the purpose of
effecting the conversion of Series B Preferred  Stock, the full number of shares
of Common  Stock then  deliverable  upon the  conversion  or exchange of all the
Series B Preferred Stock at the time outstanding.  The Corporation shall take at
all  times  such  corporate  action  as shall  be  necessary  in order  that the
Corporation may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the conversion of Series B Preferred  Stock in accordance with
the provisions hereof.

              4.7 No  fractional  shares of Common  Stock or scrip  representing
fractional  shares of Common Stock shall be issued upon any conversion of Series
B Preferred Stock.


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5. Equitable  Adjustment.  If a state of facts shall occur which,  without being
specifically  controlled  by the  provisions  of these  resolutions  (including,
without  limitation,  any  subdivision of the  outstanding  shares of the Common
Stock into a greater  number of shares of Common Stock,  any  combination of the
outstanding  shares of Common Stock into a lesser number of shares, the issuance
of rights to all of the holders of its shares of Common Stock  entitling them to
subscribe for or purchase  shares of Common Stock at a price per share less than
the then fair market value of the Common Stock, the declaration of a dividend or
other  distribution  payable  in  Common  Stock,  or the  reorganization  of the
Corporation), would not fairly protect the conversion, dividend or voting rights
of the holders of the Series B Preferred  Stock or the rights of the Corporation
in accordance  with the essential  intent and  principles of these  resolutions,
then the Board of  Directors  of the  Corporation  shall make an  adjustment  in
application of the provisions  hereof,  in accordance with such essential intent
and  principles,  so as to protect such rights.  Anything herein to the contrary
notwithstanding,  no adjustment in the Conversion  Rate shall be required unless
such adjustment, either by itself or with other adjustments not previously made,
would require a change of at least 5% in the Conversion Rate, provided, however,
that any adjustment  which by reason of this  subparagraph is not required to be
made  shall  be  carried  forward  and  taken  into  account  in any  subsequent
adjustment.  All  calculations  under this Section  shall be made to the nearest
one-thousandth of a share.

6. Voting Rights.  Except as provided by any applicable provision of Nevada law,
each share of Series B  Preferred  Stock shall  entitle  the holder  thereof the
right to cast one vote on every matter duly brought before the holders of shares
of  Common  Stock of the  Corporation.  The  holders  of the  shares of Series B
Preferred Stock and Common Stock shall vote together as one class on all matters
submitted to a vote of the shareholders of the Corporation.

7. Rank. All preferred shares of the Corporation shall be identical and of equal
rank  except  as to terms  which  may be  specified  by the  Board of  Directors
pursuant  to the  resolution  or  resolutions  providing  for  the  issuance  or
amendment  of the  Series A  Preferred  Stock or the  Series B  Preferred  Stock
adopted from time to time by the Board of Directors.

                                     * * * *

         The undersigned  hereby certify that the foregoing  resolution was duly
and unanimously adopted by the Board of Directors of the Corporation on July 17,
1997.

                                                  /s/ Lance D=Ambrosio
                                                  President


                                                  /s/ Anthony J. Sansone
                                                  Secretary
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<PAGE>

STATE OF UTAH              )
                                          :  ss.
COUNTY OF SALT LAKE        )

         The foregoing  instrument was  acknowledged  before me this 11th day of
August,   1997,  by  Lance  D=Ambrosio,   the  President  of  Wireless  Cable  &
Communications, Inc.


                                            James E. Elegante                  
                                            NOTARY PUBLIC
                                            Residing at: Salt Lake City, Utah



My Commission Expires:

8-8-99                  



STATE OF UTAH                               )
                                            :  ss.
COUNTY OF SALT LAKE                         )

         The foregoing  instrument was  acknowledged  before me this 11th day of
August,   1997,  by  Anthony   Sansone,   the  Secretary  of  Wireless  Cable  &
Communications, Inc.


                                            James E. Elegante 
                                            NOTARY PUBLIC
                                            Residing at: Salt Lake City, Utah 



My Commission Expires:

8-8-99 

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