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                                                                    Exhibit 10.4

                            NONCOMPETITION AGREEMENT



     This Noncompetition Agreement (the "Agreement") is entered into as of July
31, 1996, by and among Teletouch Communications, Inc., a Delaware corporation
("Teletouch"), Dave Fant Company, an Oklahoma corporation ("Fant"), and the sole
shareholder of Fant listed on the signature page hereof (the "Shareholder").

                              W I T N E S S E T H:

     WHEREAS, Teletouch and Fant are parties to that certain Asset Purchase
Agreement dated as of April 11, 1996, (the "Asset Purchase Agreement") pursuant
to which Teletouch will purchase substantially all of the assets and business of
Fant; and

     WHEREAS, the Shareholder owns all of the issued and outstanding capital
stock of Fant and as such shall be the primary beneficiary of the sale of the
assets and business of Fant; and

     WHEREAS, pursuant to the Asset Purchase Agreement, the execution and
delivery of this Agreement are to occur contemporaneously with the consummation
of the trans actions contemplated by the Asset Purchase Agreement;

     NOW, THEREFORE, in connection with the consummation of the transactions
contemplated by the Asset Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties hereby agree as follows:

     1.   Agreement Not to Compete.
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          1.1. Business of Company; Shareholder's Knowledge.  In connection with
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the business of Fant, Fant has developed and perfected business plans and
procedures, marketing plans and techniques and other procedures, methods, and
processes used in connection with its business, and has also developed a list of
clients and customers with significant repeat business, all of which are
critical to the financial success of Fant in part because of the specialized
nature of the business and the locales and markets serviced by Fant. During the
Shareholder's association with Fant as an officer, director, shareholder
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and/or employee, the Shareholder has become familiar with the nature of Fant's
business, its customers, and with the special techniques, procedures and methods
previously referenced.


          1.2. Term and Restricted Activities.
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               (a)  In consideration of the foregoing and the purchase of the
     assets and business of Fant by Teletouch, Fant and the Shareholder hereby
     agrees that for the five (5) year period beginning on the date hereof (the
     "Term"), Fant and the Shareholder shall not, directly or indirectly, for
     its or his own account or for the account of others, as an officer,
     director, stockholder, owner, partner, employee, promoter, consultant,
     manager, advisor or otherwise, participate in the promotion, financing,
     ownership, or management of, any business which offers any of the same
     products or services presently offered by, or pursues any activities
     constituting or resembling the business of Fant within the State of
     Oklahoma and the State of Arkansas (the "Restricted Area"); provided,
     however, that either Fant or the Shareholder may own collectively up to
     five percent (5%) of the outstanding publicly-held securities of a publicly
     -held corporation which offers such products or services as a passive
     investment so long as neither Fant or the Shareholder participates in the
     management or control of such corporation.

               (b)  Fant and the Shareholder agree during the Term not to
     solicit in any manner any business from any person or entity that was a
     customer of Fant or is now or becomes a customer of Teletouch if such
     business involves providing any of the same or similar products or services
     in the Restricted Area as constituted the business of Fant. Fant and the
     Shareholder specifically acknowledge that Fant's business is regional in
     scope and is currently contained in the Restricted Area. For a period of
     two (2) years, Fant and the Shareholder agree not to solicit the full-time
     employment of the current employees of Teletouch or those employees of Fant
     who became employed by Teletouch after the purchase of the assets of Fant
     by Teletouch in accordance with the Asset Purchase Agreement.

     2.   Payments to the Shareholder. At the Closing (as such term is defined
          ---------------------------
in the Asset Purchase Agreement) of the transactions contemplated in the Asset
Purchase Agreement, and on the date hereof, Teletouch has paid and Fant, on
behalf of itself and the Shareholder, has accepted as full compensation for all
covenants contained herein, the sum

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of $50,000 paid by wire transfer to an account designated by Fant.

          3.   Remedies.  In the event of a breach of Fant's or the
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Shareholder's covenant not to compete, it is understood and agreed that
Teletouch shall be entitled to injunctive relief as well as any and all other
applicable remedies at law and in equity available to such party.  Fant is the
recipient of consideration under the Asset Purchase Agreement, and the
Shareholder is the beneficiary thereof, substantially in excess of the
consideration hereunder; Fant and the Shareholder therefore acknowledge that any
damages that Teletouch suffers due to a breach of this Agreement shall not be
limited to the consideration received hereunder.  If a court of competent
jurisdiction should declare this covenant not to compete unenforceable, in whole
or in part, due to any unreasonable restriction of duration and/or geographical
area, then the parties hereto acknowledge and agree that such a court of law or
equity shall have the express authority of the parties to this Agreement to
reform this covenant not to compete to a reasonable restriction and/or to grant
Teletouch any and all other relief, at law or in equity, reasonably necessary to
protect their respective  interests.  Fant and the Shareholder expressly
covenant and acknowledge that it or he considers this restrictive covenant
reasonable.

          4.   Notices.  Any notice, request, instruction, correspondence or
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other document to be given hereunder by either party to the other (herein
collectively called "Notice") shall be in writing and delivered in person or by
courier service requiring acknowledgment of receipt of delivery or mailed by
certified mail, postage prepaid and return receipt requested, or by telecopier,
as follows:

               If to the Shareholder or Fant, addressed to:

                         Mr. David W. Fant
                         113 SW141
                         Oklahoma City, Oklahoma 73170
 
               If to Teletouch, addressed to:

                         Teletouch Communications, Inc.
                         1000 Louisiana, Suite 600
                         Houston, Texas  77002
                         

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                         Attention:  Mr. Robert M. McMurrey
                         Telecopy:  (713) 650-3351

Notice given by personal delivery, courier service or mail shall be effective
upon actual receipt.  Notice given by telecopier shall be confirmed by
appropriate answer back and shall be effective upon actual receipt if received
during the recipient's normal business hours, or at the beginning of the
recipient's next business day after receipt if not received during the
recipient's normal business hours.  All Notices by telecopier shall be confirmed
promptly after transmission in writing by certified mail or personal delivery.
Any party may change any address to which Notice is to be given to it by giving
Notice as provided above of such change of address.

          5.   Governing Law.  The provisions of this Agreement shall be
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governed by and construed and enforced in accordance with the laws of the State
of Oklahoma (excluding any conflicts-of-law rule or principle that might refer
same to the laws of another jurisdiction).

          6.   Entire Agreement; Amendments and Waivers.  This Agreement
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and the Asset Purchase Agreement constitute the entire agreement between the
parties hereto pertaining to the subject matter hereof and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties, and there are no warranties, representations or other
agreements between the parties in connection with the subject matter hereof
except as set forth specifically herein or contemplated hereby.  No supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by the party to be bound thereby.  The failure of a party to exercise
any right or remedy shall not be deemed or constitute a waiver of such right or
remedy in the future.  No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof
(regardless of whether similar), nor shall any such waiver constitute a
continuing waiver unless otherwise expressly provided.

          7.   Binding Effect and Assignment.  This Agreement shall be binding
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upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns; but neither this Agreement nor any of the
rights, benefits or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other party; provided, however, that it
is agreed that (i) after or at the Closing, as collateral for the financing of
the transaction contemplated by this Agreement, Teletouch may assign this
Agreement and Teletouch's rights hereunder and under other documents entered
into in

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connection herewith to financial institutions or their affiliates providing any
such financing or any refinancing thereof, and provided that, upon foreclosure
or sale in lieu of foreclosure or deed in lieu of foreclosure or deed of any of
the assets of Teletouch to its affiliates of Teletouch's rights hereunder or
under other documents entered into in connection herewith or a substantial
portion thereof by or to any such financial institutions or their affiliates,
the representations, warranties, obligations, covenants, agreements and
indemnities of Fant herein and in such other documents will inure to the benefit
of such financial institutions (or their affiliates) or any such purchaser or
grantee; (ii) Fant and the Shareholder may assign the economic benefits, but not
its, his or her obligations, under this Agreement; and (iii) Teletouch may
assign its rights hereunder in whole to any party which acquires all of the
former assets and business of Teletouch or in pertinent part to any party which
acquires a portion of the former assets and business of Teletouch in any
discrete area. Nothing in this Agreement, express or implied, is intended to
confer upon any person or entity other than the parties hereto and their
respective permitted successors and assigns, any rights, benefits or obligations
hereunder.

          IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the date first above written.

                                       TELETOUCH COMMUNICATIONS, INC.


                                       By:______________________________________
                                          Robert M. McMurrey
                                          Chairman and Chief Executive Officer



                                       DAVE FANT COMPANY



                                       By:______________________________________
                                                          

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                                          David W. Fant
                                          President



                                       SHAREHOLDER

 
                                       _________________________________________
                                       Name:  David W.Fant

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