EXHIBIT 3.3

                      STATEMENT OF RIGHTS AND PREFERENCES
                        FOR THE SERIES A PREFERRED STOCK


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


         Pursuant  to the  provisions  of ss.  78.1955  of  the  Nevada  Revised
Statutes,  and  pursuant  to the  authority  expressly  vested  in the  Board of
Directors of Wireless Cable &  Communications,  Inc., a Nevada  corporation (the
"Corporation"), by unanimous written consent resolutions dated January 30, 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 A Preferred
Shares,"  consisting  of all  4,000,000  shares of the  Corporation's  5,000,000
shares of authorized preferred stock.

         The undersigned  corporate officers hereby certify and acknowledge that
the  following  resolution  was duly adopted as part of such  unanimous  written
consent resolutions:

         RESOLVED,  the pursuant to the authority  expressly vested in the Board
         of  Directors of the  Corporation  and  pursuant to the  provisions  of
         Nevada Business  Corporation  Laws, the Board of Directors hereby fixes
         and determines the relative voting rights,  designations,  preferences,
         qualifications, privileges, limitations, restrictions and other special
         or  relative  rights of the  Series A  Preferred  Shares,  which  shall
         consist of 4,000,000 shares of the  Corporation's  preferred stock (the
         "Series A Preferred Shares").

         SPECIAL TERMS OF THE SERIES A PREFERRED SHARES

                            Voting  Rights.  In  addition  to any  other  voting
          rights required by law, the holders of Series A Preferred Shares shall
          have the following voting rights:

                            Subject to the provision for adjustment  hereinafter
          set forth,  each  Series A Preferred  Share  shall  entitle the holder
          thereof  to 10  votes  on  all  matters  submitted  to a  vote  of the
          shareholders of the Corporation.

                            In the event the Corporation shall at any time after
          the issuance of any Series A Preferred Shares (i) declare any dividend
          on common stock payable on shares of common stock,  (ii) subdivide the
          outstanding  shares of common stock,  or (iii) combine the outstanding
          shares of common stock into a smaller number of shares,  then, in each
          such  case,  the  number of votes per  share to which the  holders  of
          Series

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         A Preferred Shares were entitle  immediately  prior to such event shall
         be adjusted by multiplying such number by a fraction,  the numerator of
         which is the number of shares of common stock  outstanding  immediately
         after such event and the  denominator  of which is the number of shares
         of common stock that were outstanding immediately prior to such event.

                            Except as  otherwise  provide  in the  Corporation's
          Articles  of  Incorporation,  or by  law,  the  holders  of  Series  A
          Preferred  Shares and the holders of common  stock (and the holders of
          shares of any other series or class  entitled to vote  thereon)  shall
          vote  together  as one  class on all  matters  submitted  to a vote of
          shareholders of the Corporation.

                           Required  Shares.   Any  Series  A  Preferred  Shares
         purchased  or  otherwise  acquired  by the  Corporation  in any  manner
         whatsoever shall be retired and canceled promptly after the acquisition
         thereof.  All  such  shares  shall,  upon  their  cancellation,  become
         authorized but unissued  preferred stock and may be reissued as part of
         a new  series  of  preferred  stock  to be  created  by  resolution  or
         resolutions of the Board of Directors.

                           Liquidation,  Dissolution or Winding Up. In the event
         of any voluntary or involuntary liquidation,  dissolution or winding up
         of the  Corporation,  the holders of Series A Preferred Shares shall be
         entitled to receive an amount per share,  subject to the  provision for
         adjustment  set  forth in the next  sentence,  equal to ten  times  the
         aggregate  amount to be distributed  per share to the holders of common
         stock.  In the  event  the  Corporation  shall  at any time  after  the
         issuance of any Series A Preferred  Shares (i) declare any  dividend on
         common stock  payable in shares of common  stock,  (ii)  subdivide  the
         outstanding  shares of common stock,  or (iii) combine the  outstanding
         shares of common  stock into a smaller  number of shares,  then in each
         such case the amount to which holders of Series A Preferred Shares were
         entitled  immediately  prior to such event  pursuant  to the  preceding
         sentence  shall be adjusted by  multiplying  such amount by a fraction,
         the  numerator  of  which is the  number  of  shares  of  common  stock
         outstanding  immediately  after such event and the denominator of which
         is  the  number  of  shares  of  common  stock  that  were  outstanding
         immediately prior to such event.

                           Consolidation,  Merger,  Etc. In case the Corporation
         shall  enter  into  any  consolidation,  merger,  combination  or other
         transaction  in which  the  shares of common  stock  are  exchanged  or
         changed  into any other  stock or  securities,  cash  and/or  any other
         property,  then, in any such case, the Series A Preferred  Shares shall
         at the same time be  similarly  exchanged or changed into an amount per
         share  (subject to provision  for  adjustment  as set forth in the next
         sentence) equal to ten times the aggregate amount of stock, securities,
         cash and/or other property  (payable in kind), as the case may be, into
         which or for which each share of common stock is changed or  exchanged.
         In the event the  Corporation  shall at any time after the  issuance of
         any Series A Preferred  Shares (i) declare any dividend on common stock
         payable  in shares of common  stock,  (ii)  subdivide  the  outstanding
         shares of common  stock,  or (iii)  combine the  outstanding  shares of
         common stock into a smaller number of shares,

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         then, in each such case, the amount set forth in the preceding sentence
         with  respect to the exchange or change of shares of Series A Preferred
         Shares shall be adjusted by multiplying such amount by a fraction,  the
         numerator of which is the number of shares of common stock  outstanding
         immediately  after  such  event,  and the  denominator  of which is the
         number  of shares of common  stock  that were  outstanding  immediately
         prior to such event.

                            Redemption.  The Series A Preferred Shares shall not
          be redeemable.


                           Ranking.  The Series A Preferred Shares shall rank on
         a par  with  the  Corporation's  common  stock  as to  the  payment  of
         dividends and the distribution of assets,  unless the terms of any such
         series shall provide otherwise.

                           Fractional  Shares.  Series A Preferred Shares may be
         issued in  fractions  of a share  which shall  entitle  the holder,  in
         proportion  of such  holder's  fractional  shares,  to exercise  voting
         rights, receive dividends, participate in distributions and to have the
         benefit  of all other  rights  of the  holders  of  Series A  Preferred
         Shares.

                           Dividends  and  Distributions.  The rate of dividends
         payable per share of Series A Preferred  Shares will be equal  (subject
         to the provision  for  adjustment  set forth in the next  sentence) ten
         times the aggregate per share of all amount of cash dividends,  and ten
         times the  aggregate per share amount (based upon the fair market value
         at the time the non-cash dividend or other  distribution is declared or
         paid as  determined  in good  faith by the Board of  Directors)  of all
         non-cash dividends or other distributions other than a dividend payable
         in shares of common stock or a subdivision of the outstanding shares of
         common stock (by  reclassification or otherwise) declared on the common
         stock of the  Corporation  after the date of the first  issuance of any
         Series A Preferred  Share.  Dividends on the Series A Preferred  Shares
         shall be paid out of funds legally  available for such purpose.  In the
         event  the  Corporation  shall at any time  after the  issuance  of any
         Series A  Preferred  Share (i) declare  any  dividend  on common  stock
         payable  in shares of common  stock,  (ii)  subdivide  the  outstanding
         shares of common  stock,  or (iii)  combine the  outstanding  shares of
         common  stock into a smaller  number of shares,  than in each such case
         the amounts to which holders of Series A Preferred Shares were entitled
         immediately  prior to such event shall be adjusted by multiplying  each
         such  amount by a  fraction,  the  numerator  of which is the number of
         shares of common stock  outstanding  immediately  after such event, and
         the  denominator  of which is the number of shares of common stock that
         were outstanding immediately prior to such event. Dividends paid on the
         Series A Preferred  Shares shall be paid,  subject to the provisions of
         this  section,  as, when and if paid to the holders of shares of common
         stock of this Corporation.

                           Other Rights.  In all other respects,  the holders of
         the Series A Preferred  Shares shall have, and shall be subject to, all
         of the rights, designations,  preferences,  qualification,  privileges,
         limitations,  restrictions  and other relative rights of the holders of
         shares of this Corporation's common stock.

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                                     * * * *

         The undersigned  hereby certify that the foregoing  resolution was duly
and unanimously  adopted by the Board of Directors of the Corporation on January
30, 1997.



                                                           /s/ Lance D'Ambrosio
                                                              President


                                                            /s/ Anthony Sansone
                                                              Secretary


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

                            The foregoing  instrument was acknowledged before me
          this 30th day of January,  1997, by Lance  D'Ambrosio the President of
          Wireless Cable & Communications, Inc.


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



My Commission Expires:

8-8-99


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