SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                FORM 10-QSB/A
                               Amendment No.  3
                                to Form 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 14 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999     Commission File No. 0-26533


                        ADVANCED WIRELESS SYSTEMS, INC.

              Alabama                                63-1205304
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization                Identification No.)


                              927 Sunset Drive
                             Irving, Texas 75061
                  (Address of principal executive offices)

                Issuer's telephone number:     972-254-7604

          Securities registered pursuant to Section 12(b) of the Act:
                                     None

               Securities registered to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant has been required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.  Yes   X         No
             --------       --------

At June 30, 1999, there were a total of 4,559,263 shares of registrant's
Common Stock outstanding.
<PAGE>
PART I
Item 1.     Financial Statements

                      ADVANCED WIRELESS SYSTEMS, INC.
                         BALANCE SHEETS (UNAUDITED)

                                     June 30,            December 31,
                                       1999                  1998
                                    (Unaudited)            (Audited)
                                --------------------   ------------------
     ASSETS

Current assets
     Cash and cash equivalents     $    374,598          $      56,168
     Accounts receivable, net             2,608                  2,608
       Inventory                         45,964                 44,949
     Employee Advances                      375                   -
     Prepaid expenses                    24,600                 18,000
                             --------------------      ------------------
Total current assets                    448,145                121,725
                             --------------------      ------------------
Fixed Assets, net of depreciation        98,098                115,078
                             --------------------      ------------------
Other assets
     Deposits                               300                 15,900
     License Acquisition Costs, net     161,703                532,000
      Organization costs, net of
      amortization of $64,530 and
      $57,737, respectively               5,094                 10,189
                            --------------------       ------------------
Total Other Assets                      167,097                558,089
                            --------------------       ------------------
     TOTAL ASSETS                      $713,340               $794,892
                            ====================       ===================
                         (See Notes to Financial Statements)
                                  - 2 -
<PAGE>
                       ADVANCED WIRELESS SYSTEMS, INC.
                         BALANCE SHEETS (UNAUDITED)

                                        June 30,             December 31,
                                          1999                  1998
                                      (Unaudited)            (Audited)
                                   --------------------   ------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
     Current Liabilities:
       Debtor certificates             $    6,000           $       6,000
       Notes payable, related parties     250,000                 250,000
       Accrued payroll taxes                6,629                   5,231
       Accrued interest payable            50,097                  38,847
                                   --------------------   ------------------
       Total Current Liabilities          312,726                 300,078
                                   --------------------   ------------------
Stockholders' Equity:
      Common stock, $.01 par value,
      50,000,000 shares authorized;
      4,559,263 and 3,832,009 shares
      issued and outstanding at
      June 30, 1999 and 1998,
      respectively                        45,593                   38,320
      Additional paid in capital       1,839,173                1,169,024
      Accumulated deficit             (1,484,152)                (712,531)
                                   --------------------   ------------------
          Total Stockholders' equity     400,614                  494,814
                                   --------------------   ------------------
          Total Current Liabilities
          and Stockholders' Equity  $    713,340          $       794,892
                                   ====================   ==================
                     (See Notes to Financial Statements)
                                 - 3 -
<PAGE>
                        ADVANCED WIRELESS SYSTEMS, INC.
                       STATEMENTS OF INCOME (UNAUDITED)

                         Three Months Ended            Six Months Ended
                              June 30,                     June 30,
                   ----------------------------------------------------------
                     1999              1998           1999           1998
                   ----------------------------------------------------------
REVENUES

Service and other  $ 20,284        $  19,976       $   42,490     $   40,811
                  ----------       ----------      -----------    -----------
COSTS AND EXPENSES
Operating            24,372           17,076           64,353         76,097
General and
 administrative     219,665           31,267          325,424        165,243
Depreciation and
 amortization        48,759           70,289          109,287        140,578
Provision for
 impairment of
 license acquisition
 costs              303,797             -             303,797           -
                  ----------       ----------      -----------    -----------

 Total costs and
  expenses          596,593          118,632          802,861        381,918
                  ----------       ----------      -----------    -----------
 Net loss from
  operations       (576,309)         (98,656)        (760,371)      (341,107)

OTHER INCOME (EXPENSE)
Interest income        -               2,800             -             2,800
Interest expense     (5,625)          (6,285)         (11,250)       (10,223)
                  ----------       ----------      -----------    -----------
 Total Other
 Income (Expense)    (5,625)          (3,485)         (11,250)        (7,423)
                  ----------       ----------      -----------    -----------
 Net Loss          (581,934)        (102,141)        (771,621)      (348,530)
                  ==========       ==========      ===========    ===========
Basic Loss Per
 Share            $    (.13)       $    (.03)      $     (.19)    $     (.11)
                  ==========       ==========      ===========    ===========
Weighted Average
 Number of Shares
 Outstanding      4,323,136         3,192,518       4,122,926      3,192,518
                  ==========       ==========      ===========    ===========
                      (See Notes to Financial Statements)
                                  4
<PAGE>
                      ADVANCED WIRELESS SYSTEMS, INC.
                    STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                 Six Months Ended
                                                      June 30,
                                             -------------------------
                                             1999                 1998
                                         --------------      ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                            $   (771,621)        $    (348,530)
     Adjustments to reconcile net loss
      to net cash from operating
      activities:
      Depreciation and amortization           109,287               140,578
      Provision for impairment of
       license acquisition costs              303,797                  -
     Changes in operating assets
      and liabilities:
       Employee advances                         (375)                 -
       Prepaid expenses                         9,000                  -
       Inventory                               (1,014)                 -
       Postpetition liabilities                  -                  (61,500)
       Accrued interest                        11,250                19,423
       Accrued payroll taxes                    1,400                (1,573)
                                         --------------      ---------------
     Net Cash Used in Operating
      Activities                             (338,276)             (251,602)
                                         --------------      ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment       (20,715)               (5,775)
                                         --------------      ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of notes             -                   75,000
     Exercised stock warrants                 677,421                  -
     Proceeds from sale of debtor
      certificates                               -                  185,850
     Decrease in pre-petition liabilities        -                 (138,320)
                                         --------------      ---------------
    Net Cash Provided by Financing
     Activities                               677,421               122,530
                                         --------------      ---------------
Net Increase (Decrease) in Cash and Cash
 Equivalents                                  318,430              (134,847)

Cash and Cash Equivalents,
 Beginning of Period                           56,168               247,686
                                         --------------      ---------------
Cash and Cash Equivalents,
 End of Period                           $    374,598        $      112,839
                                         ==============      ===============
                     (See Notes to Financial Statements)
                                   - 5 -
<PAGE>
                           ADVANCED WIRELESS SYSTEMS, INC.
                         STATEMENTS OF STOCKHOLDERS' EQUITY
                     FOR SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                  Common                Additional
                   Stock      Par        Paid-in      Accumulated
                  Shares     Value       Capital         Deficit      Total
                 ---------  --------   -------------  ------------  --------

Balance,
 December 31,
 1998 (Audited)  3,832,009  $38,320    $ 1,169,024    $  (712,531) $ 494,814
Exercise of Class
 A Warrants
 for Common Stock   199,331   1,994        147,505           -       149,499
Exercise of Class
 B Warrants
 for Common Stock   527,923   5,279        522,644           -       527,923

Net Loss               -       -              -          (771,621)  (771,621)
                 ---------  --------   -------------  ------------  --------
Balance, June
 30, 1999
 (Unaudited)     4,559,263  $45,593    $ 1,839,173    $(1,484,152)$  400,614
                 ========= =========   ===========    =========== ==========
                                    - 6 -
<PAGE>
                        ADVANCED WIRELESS SYSTEMS, INC.
                        NOTES TO FINANCIAL STATEMENTS
                       JUNE 30, 1999 AND 1998 (UNAUDITED)

Note A - Significant accounting policies:
   Nature of operations - Mobile Limited Liability Company (the Debtor) was
       a Nevada limited liability company formed on  April 25, 1994, for
       purposes of acquiring and operating certain FCC licenses in the
       Mobile, Alabama area.  The majority interest member of the LLC was a
       similarly named general partnership, Mobile Wireless Partners
       (Partners) comprised of 1,094 partners, with a 94.5% interest in the
       Debtor.  Pursuant to the Plan of Reorganization filed by Mobile
       Wireless, LLC, Advanced Wireless Systems, Inc. was created and emerged
       from Bankruptcy on January 8, 1998 as the Reorganized Debtor
       (collectively, called the Company).  The Company succeeded to the
       LLC's assets, liabilities, and operations.  Additionally, the Plan
       included the acquisition by the Company of the Partners' FCC License
       in exchange for 3,192,518 shares of the Company's common stock,
       3,068,066 B Warrants exercisable on a 1 for 1 basis for the Company's
       common stock;  and the extinguishment of an intercompany loan from
       Partners totaling $100,000 which was accounted for as a conversion to
       common stock.  The License has been recorded by the Company at the
       Partners' historical cost basis which was $225,000.  In substance, the
       reorganization and asset transfer and resulting combination between
       Partners and the Company is a change in legal organization, but not a
       change in entity.  The transfer of the license and elimination of
       intercompany receivable, representing all assets of the Partners, in
       exchange for all outstanding shares in the newly formed corporation is
       deemed a transfer of net assets between entities under common control.
       Accordingly, the assets transferred have been accounted for at
       historical cost in a manner similar to that in a pooling of interest.
       The Partnership had no prior results of operations.  As such, results
       of operations on a combined basis represent the activities of Mobile
       LLC during those periods.

    Company activities - The Company is an established provider of wireless
       television service in the Mobile, Alabama market, primarily serving
       rural and outlying areas where the delivery of traditional land-based
       cable television service is impractical.  The Company recently
       acquired the technology to provide high speed Internet access through
       its existing broadcast frequencies and is beginning to develop a base
       of service for these users, as well as continuing to provide wireless
       television service to the existing market.

    Reorganization - On August 23, 1997, the Debtor filed a Petition with the
       United States Bankruptcy Court in the Northern District of Texas, for
       relief under Chapter 11 of the U.S. Bankruptcy Code, Case Number 397-
       7735-HCA-11.  Under Chapter 11, certain claims against the Company in
       existence prior to the filing of the petition for relief under the
       Federal bankruptcy laws were stayed while the Company continued
                                   - 7 -
<PAGE>
Note A - Significant accounting policies - (continued):
       business operations as Debtor-in-Possession.  On October 18, 1997, the
       Bankruptcy Court further authorized the issuance and sales of up to
       $1,000,000 in Certificates of Indebtedness to raise new capital for
       the Company pursuant to Section 364(c) of the Code.  On November 6,
       1997, the Company filed a proposed Plan of Reorganization (the Plan).
       Under the Plan, a new corporation would be formed such that, upon
       confirmation of the Plan, all assets and liabilities of the Debtor
       would be assumed by the corporation, and all equity interests in the
       Debtor would be extinguished.  The resulting reorganized debtor,
       Advanced Wireless Systems, Inc., would carry on the business
       activities of the Debtor.  On January 8, 1998, the Bankruptcy Court
       confirmed the Company's Plan, which provided for the following:

       Prepetition liabilities subject to compromise - These unsecured
       claimants may have portions of their claims rejected.  Pursuant to the
       Plan, creditors with claims less than $1,000 will be paid in full by
       the Company following confirmation.  Creditors with claims in excess
       of $1,000 will either be paid an amount agreed to by the parties in
       interest, or may elect to receive shares of the Company's common stock
       in lieu of payment.  All liabilities within this category have been
       discharged as of December 31, 1998.

       Postpetition liabilities - These amounts include professional fees,
       costs of administration, wage and tax claims, and certificate of
       indebtedness note holders.  Claimants for professional fees and
       certificate holders may elect to receive shares of the Company's
       common stock in lieu of payment.  All liabilities within this category
       have been discharged as of December 31, 1998.

     Cash and cash equivalents - For purposes of cash flows, the Company
       considers all highly liquid debt instruments purchased with a maturity
       of three months or less to be cash equivalents.

     Inventory - Inventories consist of high speed modems held for resale and
       installation materials, including antennas, cabling, and various other
       hardware and parts.  Inventory is stated at the lower of cost, (first
       in, first out) or market.  Provision has been made for overstocked,
       slow moving, and obsolete inventory.

     Property and depreciation  - Property and equipment are carried at cost
       and depreciated on a straight-line basis over their estimated useful
       lives, ranging from 2.5 to 15 years.  Maintenance and repair costs
       are charged to expense as incurred; major renewals and betterments are
       capitalized.  Subscriber installation costs are capitalized and
       amortized over a 2.5 year period, the approximate average
       subscription term of a subscriber.  The costs of subsequently
       disconnecting and reconnecting are charged to expense in the period
       incurred.

Note A - Significant accounting policies - (continued):
     FCC licenses and other intangibles - Intangibles are capitalized and
       amortized on a straight-line basis.  Organization costs are amortized
       over 5 years.  FCC licenses are amortized over 5 years.

     Revenue recognition - Revenues from wireless subscription services are
       recognized monthly upon billing.  Initial hook-up revenue is
       recognized to the extent of direct selling cost incurred.  To date,
       direct selling costs have exceeded installation revenues.  Revenues
       from Internet services are recognized monthly upon billing.

     Common stock - The Company has authorized 50,000,000 shares of $.01 par
       value common stock.  Each share entitles the holder to one vote.
       There are no dividend or liquidation preferences, participation
       rights, call prices or dates, conversion prices or rates, sinking
       fund requirements, or unusual voting rights associated with these
       shares.

     Warrants - Warrants to purchase up to 2,633,404 shares of Common stock
       of the Company, issued pursuant to the Plan of Reorganization and in
       conjunction with the conversion of Debtor Certificates, were
       outstanding at June 30, 1999.  The warrants issued by the Company
       include A and B warrants having an exercise price of $.75 and $1,
       respectively.  All outstanding warrants had original expirations of
       May 31, 1999, but were subsequently extended until January 14, 2000.

     Income taxes - Deferred income taxes reflect the impact of temporary
       differences between the assets and liabilities recognized for
       financial reporting purposes and amounts recognized for tax purposes.

     Use of estimates - The preparation of financial statements in conformity
        with generally accepted accounting principles requires management to
        make estimates and assumptions that affect certain reported amounts
        and disclosures.  Accordingly, actual results could differ from those
        estimates.

Note B - Inventory:
Inventory consisted of the following:
                                      June 30,               December 31,
                                       1999                      1998
                                    (Unaudited)               (Audited)
                                    -----------              ------------
Inventory held for resale           $   24,195               $    24,195
Installation materials                  21,769                    20,754
                                    -----------              ------------
                                    $   45,964               $    44,949
                                    ===========              ============

Note C - Fixed Assets:
       Furniture and equipment are summarized as follows:

                                      June 30,               December 31,
                                       1999                      1998
                                    (Unaudited)               (Audited)
                                    -----------              ------------
Cost:
     Machinery and equipment        $   587,201              $   566,486
     Furniture and fixtures              21,801                   21,801
     Autos and trucks                     5,325                    5,325
     Subscriber premises equipment       38,160                   47,700
     Accumulated depreciation          (554,389)                (526,234)
                                    -----------              ------------
                                    $    98,098              $   115,078
                                    ===========              ============
Note D - Operating leases:
   The company leases office and warehouse space subject to a six year lease,
     expiring March 29, 2000.  The lease provides for monthly lease payments
     of $2,800 and extends the option to renew the lease for three successive
     three-year terms.  Upon execution of the lease, the Company delivered
     $33,600 to the lessor as deposit for the sixth year's base payment, or
     as security in the event of default.  In late 1998, the Company
     negotiated with the Lessor to release the security deposit to the Lessor
     in exchange for reduced lease payments.  Beginning January 1999, the
     lease payments are $1,300 per month for the remaining 15 months of the
     lease.  Accordingly, the prepaid portion of the deposit has been
     reclassified to a prepaid asset at the balance sheet date, and will be
     amortized to expense over the next 12 months.

   The Company leases the site for its transmitter subject to a five-year
     lease expiring March 13, 2000.  The lease provides for monthly payments
     of $1,000.

   The Company leases four Multipoint Distribution Service (MDS) programming
     channels, referred to as the E Block, subject to a five-year lease term
     expiring on May 9, 1999.  The base provides for monthly lease payments
     of $2,000 and extends the option to renew the lease for successive
     five-year terms.  In May 1999, the Company renewed the lease at a
     reduced lease rate of $1,200 per month for an additional five years.

   The Company leases four Instructional Television Fixed Service (ITF)
     programming channels, referred to as the G Block, subject to an initial
     five-year term, with an automatic five year renewal term, having been
     renewed on March 22, 1996, and expiring on March 22, 2001.  The base
     provides for monthly lease payments of $1,000.  At lease expiration,
     the Company has the right of refusal to negotiate a new lease agreement
     for the channels.  Amounts paid by the Company to acquire the channel
                                 - 10 -
<PAGE>
Note D - Operating leases - (continued):
     leases and license agreements have been capitalized and are being
     amortized over 15 years.  The monthly lease payments are expensed.


   Future minimum lease payments under the Company's operating leases are as
     follows:

                  Remainder of 1999          $     27,000
                               2000                37,800
                               2001                17,400
                               2002                14,400
                               2003                14,400
                         Thereafter                 3,600
                                              -----------
                                              $   114,600
                                              ===========
Note E - Notes payable:
   Notes payable consists of two notes from two individuals who are each
     officers and directors of the Company.  The notes total $250,000 and are
     secured by liens on all license agreements, channel leases, contracts,
     accounts receivable, equipment leases, and all additions, replacements,
     machinery, parts and goods used by the Company in the operations of its
     business.  The notes bear an interest rate at 9.0% APR and are payable
     upon demand.  The balance sheet at June 30, 1999 and 1998, reflects
     accrued interest payable on these notes of $50,097 and $28,623,
     respectively.

Note F - Income taxes:
    Under SFAS 109, deferred tax assets or liabilities are computed based on
     the temporary differences between financial statements and income tax
     bases of assets and liabilities using the enacted marginal income tax
     rate in effect for the year in which the differences are expected to
     reverse.  Deferred income tax expenses or credits are based on the
     changes in the deferred income tax assets or liabilities from period to
     period.

Note G - Debtor certificates:
    As discussed in Note A, on October 18, 1997, the Bankruptcy Court
     authorized the issuance and sales of up to $1 million in Certificates of
     Indebtedness to raise new capital for the reorganized debtor pursuant to
     Section 364 of the Code.  The Certificates were due two years from the
     Effective Date of the Plan, and bore interest at 10% annually.  On May
     27, 1998, the Bankruptcy Court Clerk disbursed $242,043, representing
     proceeds from sales of the Certificates of $239,000, and interest income
     of $3,043 to Sid Diamond, Esq.  (the disbursing agent) who in turn wired
     the funds to the Company.  A total of 120 individuals participated in
     the program.  The Plan of Reorganization provided that the Debtor
     Certificate holders could, at their exclusive option, convert their debt
     at a conversion rate of one unit of equity for each $1 lent.  A unit of
     equity consists of two shares of Common Stock and two Class A Warrants
     allowing the holder to purchase additional shares at
                                   - 10 -
<PAGE>
Note G - Debtor certificates - (continued):
     $0.75 each.  118 holders opted to convert their certificates and two
     opted not to convert.  On July 31, 1998, 466,000 shares of Common Stock
     and 466,000 A Warrants were issued to the 118 Certificate holders.
     Stock and Warrants issued to this group have no restrictions.

    As discussed in Note A, the Plan of Reorganization also provided that the
     Debtor would purchase from Mobile Wireless Partners certain MMDS
     licenses issued by the FCC and owned by the Partnership.  The Company
     agreed to purchase these licenses, referred to as the H Block for
     $225,000.  This transaction was effective the date of confirmation.
     The Plan of Reorganization also provided that the Company would issue a
     Debtor Certificate to Mobile Partners in a like amount of the purchase
     price pursuant to Section 364 of the Bankruptcy Code.  The plan further
     provided that the Debtor Certificate could be converted into 3,192,518
     shares of Common shares at a stated value of $1 each, and 3,068,066
     Class B Warrants allowing the holder to purchase additional shares at
     $1.00 each for a period of 1 year.  In the event of conversion of the
     Debtor Certificate into the stock and warrants, the Partnership agreed
     by contract not to assign, pledge, transfer or otherwise dispose of the
     3,192,518 shares of Common Stock and 3,068,066 Warrants for one year
     from the date of conversion.  126,000 shares of Common Stock held no
     such restriction.  Further the shares and warrants to be issued could
     only be issued to the partners upon dissolution of the Partnership.
     The Partnership was dissolved on July 15, 1998 and pursuant to the
     winding up of the partnership, the shares and warrants were issued and
     distributed to the Partners.

Note H - Stock option plan:
    On December 11, 1997, the Company's Board of Directors approved an
     Incentive Stock Option Plan for employees, officers, and directors.  The
     plan provides for the issuance of a maximum of 1,000,000 shares of the
     company's common stock, issuable at the discretion of the Board of
     Directors, as indicated in the Plan.  As of December 31, 1998, no common
     stock had been issued under the Company's stock option plan.

    Also on December 11, 1997, the Board of Directors authorized the issuance
     of 365,600 options to officers and directors of the Company, exercisable
     at $.25 per share for an option term of two years.  At December 31,
     1998, none of these options had been issued or exercised.
    The Plan further reserved 350,000 shares of common stock to be granted in
     the future at an exercise price of $.25 per share.

Note I - Subsequent Events:

    As of November 30, 1999, shareholders had exercised a total of 1,308,036
     Warrants issued pursuant to the Plan of Reorganization.  The exercised
     warrants included 409,955 A Warrants, and 898,082 B Warrants for a total
     of $1,205,548.
                                   - 12 -
<PAGE>
   During the third quarter of 1999, the Company entered into an agreement to
     purchase certain equipment, customer base, Internet domain
     registrations, and other assets of an Internet service provider.  The
     total purchase price was $225,000.  The price was allocated as follows:
     $14,495 for the equipment and other tangible assets, $208,005 for the
     goodwill; and $2,500 for the two year non-compete agreement.

    In the first quarter of 1999, management made the decision to suspend new
     installations of wireless cable television service based on the current
     costs of these installations, which management believes exceed the
     anticipated subscriber revenues. This suspension will remain in effect
     until management can evaluate alternatives for performing the
     installations in a more cost effective manner.

Note J - Going concern:

    The Company has emerged from Chapter 11 Bankruptcy.  The Company's
     ability to continue as a going concern depends, in part, on its ability
     to develop new markets for its MMDS frequencies including, but not
     limited to, high speed Internet access, and to raise new capital through
     public offerings of the Company's stock.  There can be no assurance that
     the Company will successfully develop new markets for its services, or
     that sales of the Company stock will generate sufficient working capital
     to offset operating losses.
                                  - 13 -
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial
statements and notes appearing elsewhere in this registration statement. This
registration statement contains forward-looking statements.  The words,
anticipate, believe, expect, plan, intend, estimate, project, could, may,
foresee, and similar expressions are intended to identify forward-looking
statements.  These statements include information regarding expected
development of our business and development of the wireless cable TV and
Internet access service business where we will focus our marketing efforts.
These statements reflect our current views about future events and financial
performance and involve risks and uncertainties, including without limitation
the risks described in Risk Factors.  Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove incorrect,
results may vary materially and adversely from those anticipated, believed,
estimated or otherwise indicated.

Among the factors that could cause actual results to differ materially are
the following:  a lack of sufficient capital to finance our business strategy
on terms satisfactory to us; pricing pressures which could affect demand for
our services; changes in labor, equipment and capital costs; our inability to
develop and implement new services such as wireless broadband access and
high-speed Internet access; our inability to obtain the necessary
authorizations from the FCC for such new services; competitive factors, such
as the introduction of new technologies and competitors into the wireless
communications business; or our Company's failure to attract strategic
partners; general business and economic conditions; inexperience of
management in deploying a wireless broadband access business.

The information in this quarterly report should be read in conjunction with
the detailed description of the Company contained in Amendment No. 3 to our
Form 10-SB filed with the Securities and Exchange Commission on March 3,
2000.

On June 3, 1999, the U.S. District Court for the District of Oregon ruled
that the City of Portland and Multnomah County could adopt open access
ordinances, requiring AT&T Corp to allow ISPs who are unaffiliated with AT&T
to connect their equipment directly to AT&T's cable modem platform, bypassing
AT&T's own proprietary cable ISP.  The court ruled that the city and county
ordinances are not preempted by federal laws, including the FCC's regulation
of cable television.  The court's decision would allow local governments to
mandate existing cable TV operators to permit unaffiliated, competing ISP's
to use the cable lines to provide service to homes and businesses.  Coaxial
cable permits Internet access at much higher speeds than can be had over
telephone lines including ISDN lines.
                                    - 14 -
<PAGE>
AT&T has appealed the Oregon court's decision, and on August 16, 1999, the
FCC filed a friend of the court brief with the ninth circuit which also urged
the court to overturn the district court decision.  The decision raises major
uncertainties for the future of wireless Internet access services like ours.
For instance, open access to cable lines could greatly increase the
competitiveness of ISP's in high speed access, because they could provide
high speed access over existing cable lines without making the capital
investment required for a cable system.  In addition, the court's ruling may
mean that state and local governments have authority impose a variety of
additional regulations on the Internet.  We are uncertain how the Oregon
decision may affect our business.  If the decision is allowed to stand, it
may adversely affect our business in many unforeseen ways, including greatly
increasing high speed Internet competition or by permitting additional local
regulations that restrict our business or raise our cost of doing business.

Recent Events

Debt Repayment

On July 1, 1999, we paid Oscar Hayes, one of our directors, $75,000 to repay
the outstanding principal amount of a secured loan that Mr.  Hayes made to us
in 1997.  We did not pay the accrued, unpaid interest on the debt to Mr.
Hayes, and the accrued interest remains due and unpaid, secured by a lien on
our FCC licenses, contracts, accounts receivable, equipment leases and other
assets.  Mr. Hayes has not demanded payment of the unpaid interest, but
neither has he waived his right to demand payment or declare a default.  We
are negotiating with Mr.  Hayes about the terms of our interest payment.

Acquisition of Dibbs Internet

On August 25, 1999, Advanced Wireless Systems, Inc.  (the Company) purchased
all of the assets of Dibbs Internet Services, Inc.  (Dibbs), an Alabama
corporation, an Internet service provider in Mobile, Alabama, for a purchase
price of $225,000.  Dibbs provides Internet services to approximately 730
Internet customers in the Mobile metropolitan area via dial-in telephone line
access.  We will continue offering Dibbs customers the telephonic Internet
service that they have now, and we will also offer them the opportunity to
convert to use of our high speed wireless Internet service.

We acquired the Dibbs assets used in the operation of its Internet service,
including its equipment, software, and the right to use the Dibbs trade name,
for $225,000 cash, paid in full on August 25, 1999, to Dibbs and its sole
shareholder and president, Diane Summers.  We negotiated the purchase price
with Ms.  Summers, who is not affiliated with our Company,  in arms-length
negotiations.  We used cash from our working capital reserves to pay the
purchase price.  We did not assume any liabilities of Dibbs in the
transaction.

The assets purchased include the equipment necessary to service the Dibbs
subscribers, including three computers, two network hubs, a Cisco 2500
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<PAGE>
router, software, a backup power supply and other network accessories.  Dibbs
services 730 subscribers, who use 56k, 64k or 128k ISDN telephone services
and e-mail dial-up services.  The Dibbs basic service begins at $19.95 per
month.  The subscriber base includes 58 domains and 47 commercial websites.
In the first three months of 1999, Dibbs had average net income of $6,179 per
month based on average revenues of $16,795 per month.

The asset purchase agreement includes a two year non-competition clause in
which Dibbs and Ms.  Summers agree not to compete with our Company in
providing Internet services within a 75 mile radius of Mobile for two years.
Ms.  Summers also agreed to provide consulting services to us, to help us
take over and operate the Dibbs business, for up to 60 days after the
purchase, for $1,200 per week.

Impairment of Long-Lived Assets

After considering the Company's history of operating losses and the
uncertainty of a continuation of future operating losses, changes in the
Company's strategic direction, and certain industry factors, the Company
determined that assets with a carrying value of $620,848 were impaired at
June 30, 1999, according to the provisions of SFAS No.  121, and wrote down
the carrying value of such assets by $303,797 to their estimated fair value.
Fair value was based on recent transactions in the wireless cable industry,
including changes in the Company's use of these assets, and estimates of the
future earnings from alternative uses for these assets.

Results of operations for the six months ended June 30, 1999, compared to six
months ended June 30, 1998

During the first half of 1999, we discontinued new installations of our cable
TV service because it appeared to be unprofitable, and focused on generation
of new business from Internet access service, of both the land based
(telephonic) and microwave kinds.  For the six months ended June 30, 1999, we
had a net loss from operations of $760,371, which was a $419,264 (123%)
increase from our operating loss of $341,107 in the first six months of 1998.
Most of the increased loss was attributable to the $303,797 write down of the
carrying value of impaired wireless cable assets in 1999, to reflect more
accurately their estimated value.  The write down was based on recent
transactions in the wireless cable industry, including changes in the
Company's use of these assets, and estimates of the future earnings from
alternative uses for these assets.  Our increased operating loss in the first
nine months of 1999 also resulted in part from increased general and
administrative expenses as we prepared for expansion of our Internet
business.

Our basic loss per share was $.19 in the first six months of 1999, whereas
the basic loss per share was $.11 in the first six months of 1998.

In the first half of 1999, we increased revenues and decreased operating
expenses.  This was due to the cessation of new cable TV installations and
improvements in operating efficiency.  We hired a general manager and office
                                     - 16 -
<PAGE>
manager who were much more qualified on the technical side of our business
and who were able to improve our operating efficiency in offering Internet
service.  For the six months ended June 30, 1999, operating revenue increased
$1,679 (4%) to $42,490, up from $40,811 for the same period in 1998.  At the
same time, operating expenses decreased by $11,744 (15%) to $64,353, down
from $76,097 in the first half of 1998.  We substantially decreased operating
expenses by negotiating a reduction of $800 per month in our monthly lease
rate for one of our channel leases (from $2,000 to $1,200 monthly).

Our new general manager and office manager, together with our president, took
several cost savings steps in late 1998 and early 1999. The monthly salaries
of the new general manager and office manager were $1,666 less than the
individuals they replaced.  We renegotiated our building rent in Mobile from
$2,800 monthly to $1,500 monthly.  We returned some cellular telephones used
in the field, saving $200 per month.  We eliminated three telephone lines
saving $180 per month.  We eliminated outside contractors for installations
and networking office personal computers and began doing that work with our
own personnel, saving about $800 per month.  We changed the carrier for PRI
lines, saving $700 per month.  These savings total about $4,850 monthly.

Our general and administrative expenses rose in the first half of 1999.
First half 1999 general and administrative expenses were $325,424, a $160,181
(97%) increase from first half 1998 G & A expenses of $165,243.  We attribute
the increase mainly to increased salaries and professional fees in 1999
compared to 1998, particularly in the six months ended June 30, 1999, as we
prepared our first annual audit since the bankruptcy and prepared this
registration statement.  Professional fees totaled only $10,475 in the six
months ended June 30, 1998, but increased to $88,993 for the same period in
1999.

Depreciation and amortization expenses declined by $31,291 to $109,287 in the
first half of 1999, a 22% drop from depreciation and amortization charges of
$140,578 in the first half of 1998, primarily because some short-lived
equipment became fully depreciated by the end of 1998.  We depreciate
substantially all of our capitalized assets using the straight-line method.

Interest expense increased by $1,027 (10%) in the first half of 1999 over
1998, due to increased borrowings from insiders.  The interest charges are,
for the present, being accrued and not repaid.  In March and May, 1999, the
loans on which this interest accrued became due and payable in full.  These
loans were made to us by two of our directors during 1997 and 1998 to fund
our continued operations.  The lenders have neither demanded repayment nor
declared a default in the loans, but they also have not waived their rights
to do so.  The loans are secured by nearly all of our assets, including our
wireless frequency licenses.  If we are unable to renegotiate or settle these
debts, the lenders could demand repayment of the loans and foreclose on our
property, in which case we would be unable to continue operations.
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CAPITAL RESOURCES AND LIQUIDITY:

As discussed in Note J to our financial statements dated June 30, 1999 and
1998, our ability to continue as a going concern depends, in part, on our
ability to develop new markets for our MMDS frequencies including, but not
limited to, high speed Internet access, and to raise new capital through
public offerings of our stock.  We cannot be sure that we will successfully
develop new markets for its services, or that sales of our stock will
generate sufficient working capital to offset operating losses.

Operating Activities

In the first six months of 1999, cash used in operating activities was
$338,276, compared to $251,602 in the first six months of 1998.  This
reflects our continuing losses from operations.  Depreciation in the first
six months of 1999 decreased 22% to $109,287, compared to $140,578 in 1998,
because the useful life of certain equipment expired in 1998 and our
depreciable asset base decreased accordingly.

Investing Activities

In the first half of 1999, we invested $20,715 in equipment purchases
associated with building our Internet service in Mobile, Alabama, compared
to $5,775 in the first half of 1998.

Financing Activities

In the first half of 1999, we raised $677,421 from the exercise of warrants
to purchase common stock.  The warrants had been issued as part of the Mobile
LLC Plan in early 1998.  No funds were raised from exercise of warrants in
the first half of 1998, but we raised $417,836 from similar warrant exercises
in the second half of 1998.  See, Part II, Item 2, Changes in Securities.
These funds were used to meet operating expenses.  We engaged in no other
financing activities in the first half of 1999.  The remaining outstanding
warrants had an original expiration date of May 31, 1999, but our board of
directors extended the warrant expiration date for all remaining outstanding
warrants to January 14, 2000.

PART II

Item 2.  Changes in Securities

During the six months ended June 30, 1999, the Company issued 498,498 shares
of common stock to approximately 246 shareholders pursuant to the exercise of
warrants.  The Company received total consideration of $464,098 upon exercise
of the warrants.  These warrants were originally issued in 1998 pursuant to
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<PAGE>
the confirmed Plan of Reorganization of Mobile L.L.C., the Company's
predecessor.  Both the warrants and the stock issued pursuant to their
exercise were issued under an exemption from the registration requirements of
the Securities Act of 1933 pursuant to Section 1145 of the U.S. Bankruptcy
Code.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

2.1   Plan of Reorganization and Disclosure Statement, In Re: Mobile Limited
      Liability Company d/b/a Mobile Wireless TV, Debtor, Case No. 397-37735-
      HCA-11, In Proceedings Under Chapter 11, U.S. Bankruptcy Court,
      Northern District of Texas, Dallas Division (November 6, 1997),
      incorporated by reference to Exhibit 2.1 of the Company's Form 10-SB
      Registration Statement filed June 29, 1999.

2.2   Agreement to Purchase Assets between Advanced Wireless Systems, Inc.,
      and Dibbs Internet Services, Inc., incorporated by reference to Exhibit
      2.1 of the Company's Form 8-K report dated August 25, 1999.

2.3   Bill of Sale from Dibbs Internet Services, Inc., to Advanced Wireless
      Systems, Inc., incorporated by reference to Exhibit 2.2 of the
      Company's Form 8-K report dated August 25, 1999.

3.1   Articles of Incorporation of Advanced Wireless Systems, Inc.,
      incorporated by reference to Exhibit 3.1 of the Company's Form 10-SB
      Registration Statement filed June 29, 1999.

3.2   Bylaws of Advanced Wireless Systems, Inc., incorporated by reference to
      Exhibit 3.2 of the Company's Form 10-SB Registration Statement filed
      June 29, 1999.

27.1  Financial Data Schedule

(b)  Reports on Form 8-K

We filed no reports on Form 8-K during the second quarter of 1998.

After the end of the second quarter, we filed a report on Form 8-K dated
August 25, 1999, to report that we had purchased Dibbs Internet Services,
Inc.(Dibbs), an Alabama corporation, an Internet service provider in Mobile,
Alabama, for a purchase price of $225,000.
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<PAGE>

                              SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                        Advanced Wireless Systems, Inc.


Date:   March 2, 2000                                  /s/
                                        ------------------------------
                                            Monte Julius, President
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