EXHIBIT 3.2.4
                            U.S. WIRELESS CORPORATION

                          CERTIFICATE OF DESIGNATION OF

                            SERIES C PREFERRED STOCK

     U.S. Wireless  Corporation,  a corporation organized and existing under and
by virtue of the General  Corporation Law of the State of Delaware,  does hereby
certify:

         That,  pursuant to the authority  conferred upon the Board of Directors
by Article FOURTH of its Restated  Certificate of Incorporation  (the "Charter")
and the provisions of Section 151 of the General Corporation Law of the State of
Delaware,  the Board of  Directors,  by the  unanimous  written  consent  of its
members,  adopted a  resolution  setting  forth the  designations,  preferences,
qualifications, privileges, limitations, conversion rights and other rights of a
series of its Preferred Stock consisting of 150,000 shares,  which resolution is
as follows:

         "RESOLVED,  that,  pursuant  to the  authority  vested  in the Board of
Directors by Article FOURTH of the Restated  Certificate of Incorporation of the
Corporation, the Board of Directors hereby approves,  authorizes and establishes
a series of  Preferred  Stock,  par value  $0.01 per  share,  such  series to be
designated  "Series C Preferred  Stock" and to consist of 150,000  shares.  Each
share  of  Series C  Preferred  Stock  shall  have  the  following  preferences,
qualifications, privileges, limitations conversion rights and other rights:

                            Series C Preferred Stock

         Section  1.  Designation.  There is  hereby  established  a  series  of
Preferred  Stock,  par value  $0.01 per share,  designated  "Series C  Preferred
Stock" (herein referred to as the "Series C Preferred Stock" or this "Series").

         Section 2.        Dividends.
                           ---------

                  (a)      General Obligation.
                           ------------------

                  (i) When and as  declared  by the  Board of  Directors  of the
         Corporation,  and to the extent  permitted  under the Delaware  General
         Corporation Law, the Corporation  shall pay dividends to the holders of
         Series C Preferred  Stock at the times and in the amounts  provided for
         in this  Section 2. Except as  otherwise  provided  herein,  cumulative
         dividends on the Series C Preferred Stock shall accrue on a daily basis
         (computed  on the basis of a 360-day year of twelve  30-day  months and
         the  actual  number of days  elapsed)  at the rate per annum of six and
         one-half percent (6.5%) per share of Series C Preferred Stock, with the
         Series C Preferred  Stock being valued (subject to adjustment from time
         to time to appropriately give effect to any split or combination of the
         shares of this  Series)  at $200 per share for such  purpose,  from and
         including the date of issuance of each such share of Series C Preferred
         Stock. Holders of Series C Preferred Stock shall be entitled to receive
         such dividends  prior and in preference to payment of any dividend upon
         (including  accrued  dividends),  or the setting apart of any moneys or
         other  property  of  the  Corporation  (other  than  shares  of  Junior
         Securities) for payment of any dividend upon, any Junior Security. Such
         dividends shall accrue and be cumulative  whether or not they have been
         declared and whether or not there are  profits,  surplus or other funds
         of the Corporation legally available for the payment of dividends.  The
         date on which the Corporation originally issues any share of Series C

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         Preferred Stock shall be deemed to be its "date of issuance" regardless
         of the number of times  transfer  of such  share of Series C  Preferred
         Stock is made on the stock records of the  Corporation,  and regardless
         of the  number of  certificates  which may be issued to  evidence  such
         share of Series C Preferred  Stock. The dividend rate per share of this
         Series shall be appropriately adjusted from time to time to reflect any
         split or  combination  of the  shares  of this  Series.  The per  share
         dividend  amount payable to each holder of record of Series C Preferred
         Stock on any  Dividend  Reference  Date shall be rounded to the nearest
         cent. Except as otherwise  provided in Section 2(a)(ii),  all dividends
         on the Series C Preferred Stock shall be payable in cash.

                  (ii) Notwithstanding the provisions of Section 2(a)(i), if the
         accrued dividend payable on any Dividend Reference Date occurring on or
         before  June 1, 2003 is not  declared  and paid in full in cash on such
         Dividend  Reference  Date,  the amount  payable  as a dividend  on such
         Dividend  Reference  Date  that is not  paid  in cash on such  Dividend
         Reference Date shall,  subject to the terms of any Parity Securities or
         Senior Securities,  be declared and paid in additional shares of Series
         C Preferred  Stock,  with such additional  shares of Series C Preferred
         Stock  being  valued  (subject  to  adjustment  from  time  to  time to
         appropriately  give effect to any split or combination of the shares of
         this  Series)  at $200 per share  for such  purpose,  on such  Dividend
         Reference  Date;  provided that the  Corporation  may at its option pay
         cash in lieu of any  fractional  shares that may  otherwise be issuable
         pursuant to this  sentence.  Such amount  payable as a dividend on such
         Dividend  Reference  Date  shall be  deemed  paid in full and shall not
         accumulate  to the  extent  that  such  amount  is so  paid  in cash or
         additional shares of Series C Preferred Stock.

                  (iii) Each dividend  will be payable or issuable,  as the case
         may be, to holders of record of the  Series C  Preferred  Stock as they
         appear on the stock transfer books of the Corporation on a record date,
         which  shall be not more than  thirty  (30) nor less than ten (10) days
         before the  relevant  Dividend  Reference  Date,  fixed by the Board of
         Directors  of the  Corporation.  The  Corporation  shall  at all  times
         reserve and keep available out of its authorized but unissued  Series C
         Preferred  Stock the full number of shares of Series C Preferred  Stock
         thereafter deliverable as dividends upon the then outstanding shares of
         Series C Preferred  Stock pursuant to this Section 2(a), and shall take
         all  such   actions   and   obtain   all  such   approvals,   consents,
         authorizations,  licenses,  orders or  permits as may be  necessary  to
         enable the Corporation  lawfully to issue such Series C Preferred Stock
         as provided herein.

                  (b) Payment of  Dividends.  Dividends  accrued on the Series C
Preferred  Stock  shall be  payable  semi-annually  beginning  June 1,  2000 and
thereafter on June 1 and January 1 of each  following year (each such date being
referred to herein as a "Dividend  Reference Date"), when and as declared by the
Board of Directors of the Corporation in accordance with this Section 2.


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                  (c) Distribution of Partial Dividend Payments.  If at any time
the Corporation distributes less than the total amount of dividends then accrued
with  respect to Series C Preferred  Stock,  such payment  shall be  distributed
among the holders of the Series C Preferred Stock, so that an equal amount shall
be paid (as nearly as possible) with respect to each outstanding share of Series
C Preferred Stock.

                  (d)      Priority.  So long as any share of Series C Preferred
Stock remains outstanding:

                  (i) No  dividend  (payable  other  than in  shares  of  Junior
         Securities)  whatsoever shall be paid upon, or moneys or other property
         of the  Corporation  set apart for payment of any  dividend  upon,  any
         Junior  Security nor shall any Junior Security be redeemed or purchased
         by the Corporation or any subsidiary thereof (except by conversion into
         or  exchange  for  Junior  Securities)  nor shall  any  moneys or other
         property be paid to or made  available  for a sinking fund for any such
         redemption or purchase of any Junior Security.

                  (ii) No full dividend  (payable other than in shares of Junior
         Securities)  shall be paid  upon,  or moneys or other  property  of the
         Corporation set apart for payment of any full dividend upon, any Parity
         Securities,  unless all dividends on all outstanding shares of Series C
         Preferred Stock accrued through the most recent Dividend Reference Date
         shall  have been paid in cash or  declared  and  sufficient  moneys set
         aside for payment  thereof.  If all such  dividends on all  outstanding
         shares of Series C Preferred  Stock are not paid in accordance with the
         preceding sentence,  the Series C Preferred Stock shall share dividends
         pro rata with such Parity Securities.

         Section 3.        Liquidation.
                           -----------

         Subject to the rights of  holders  of any Senior  Securities,  upon any
liquidation,  dissolution or winding up of the Corporation, whether voluntary or
involuntary,  the  holders of Series C  Preferred  Stock shall be entitled to be
paid  out of the  assets  of  the  Corporation  available  for  distribution  to
stockholders   (whether   from  capital,   surplus  or  earnings),   before  any
distribution or payment is made upon any Junior Securities of the Corporation an
amount  in cash  equal  to the  aggregate  Liquidation  Value  of all  Series  C
Preferred  Stock  outstanding,  and the holders of the Series C Preferred  Stock
shall not be entitled to any  further  payment or claim to any of the  remaining
assets of the Corporation. If upon any such liquidation,  dissolution or winding
up of the  Corporation,  the assets of the  Corporation to be distributed  among
holders of Series C Preferred Stock and any Parity  Securities are  insufficient
to permit  payment  to such  holders  of the  aggregate  amount  which  they are
entitled to be paid, then the entire assets of the Corporation to be distributed
to such holders shall be  distributed  ratably among such holders based upon the
aggregate  Liquidation  Value of the Series C Preferred  Stock held by each such
holder of Series C Preferred Stock and the liquidation preference of such Parity
Securities  held by the holders  thereof.  The  Corporation  shall mail  written
notice of such liquidation, dissolution or winding up, not less than thirty (30)
days prior to the payment date stated therein, to each record holder of Series C
Preferred Stock. None of the voluntary sale,  conveyance,  lease,  exchange,  or
transfer (for cash, shares of stock, securities,  or other consideration) of all
or  substantially  all of the  property  or  assets  of the  Corporation  or the
consolidation or merger of the Corporation  with one or more other  corporations
shall be deemed to be a liquidation,  dissolution,  or winding up,  voluntary or
involuntary  within the meaning of this Section 3, unless such  voluntary  sale,
conveyance,  lease,  exchange,  or  transfer  shall  be  in  connection  with  a
dissolution or winding up of the business of the Corporation.


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         Section 4.        Redemption.
                           ----------

                  (a)      Optional Redemption by the Corporation.
                           --------------------------------------

                  (i)  At any  time  on  and  after  the  date  of any  Optional
         Redemption Event but subject to Section 4(a)(ii) below, the Corporation
         may, at its election,  redeem all or any part of the outstanding shares
         of Series C Preferred Stock out of funds legally available therefor, at
         a price per share equal to the Redemption  Price.  Not less than thirty
         (30) nor more than sixty (60) days prior written  notice shall be given
         to the holders of record of the Series C Preferred  Stock so elected to
         be redeemed pursuant to this Section 4(a)(i). Such notice shall specify
         the Redemption  Price and the place within the United States of America
         at which and the date, which date shall be a Business Day, on which the
         shares so called for redemption shall be redeemed.

                  (ii)  Notwithstanding the provisions of Section 4(a)(i) above,
         the  holder of any  shares  of  Series C  Preferred  Stock  called  for
         redemption shall have the right to convert such shares into fully paid,
         non-assessable   shares  of  Common   Stock  by  delivery  of  endorsed
         certificates,  evidence of the payment of any  transfer or similar tax,
         if required,  and instructions in accordance with Section 5(c) below at
         any time prior to payment by the  Corporation of the  Redemption  Price
         therefor,  and no share of Series C  Preferred  Stock  with  respect to
         which a holder has timely  complied with such delivery  requirements in
         accordance  with  Section  5(c) below  shall be  subject to  redemption
         pursuant to Section 4(a)(i).

                  (iii)   Notwithstanding  the  foregoing   provisions  of  this
         Section, unless the full cumulative dividends on all outstanding shares
         of Series C Preferred  Stock shall have been paid or  contemporaneously
         are declared and paid for all past dividend periods, none of the shares
         of Series C Preferred  Stock shall be redeemed  unless all  outstanding
         shares of Series C Preferred Stock are simultaneously redeemed, and the
         Corporation  shall not  purchase  or  otherwise  acquire  any shares of
         Series C Preferred Stock;  provided,  however, that the foregoing shall
         not prevent the purchase or acquisition of shares of Series C Preferred
         Stock  pursuant to a purchase or exchange  offer made on the same terms
         to holders of all outstanding shares of Series C Preferred Stock.

                  (b)  Redemption  Price  Payment.  For each  share of  Series C
Preferred  Stock  which  is  to  be  redeemed  pursuant  to  Section  4(a),  the
Corporation  shall be obligated,  on the later of the  Redemption  Date for such
share or the date that is three (3)  Business  Days  after the date on which the
holder thereof surrenders at the Corporation's  principal office (or other place
within the United States of America identified in the applicable notice for

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surrender  of  share  certificates)  the  certificate  representing  such  share
together  with a stock power  therefor  duly  endorsed  in blank,  to pay to the
holder thereof an amount in cash equal to the Redemption Price.

                  (c)  Determination  of the  Number of Shares of each  Holder's
Series C  Preferred  Stock to be  Redeemed.  The  number  of  shares of Series C
Preferred  Stock to be redeemed from each holder  thereof in  redemptions by the
Corporation pursuant to Section 4(a), if less than all such shares, shall be the
number of shares of Series C  Preferred  Stock,  rounded  (at the  option of the
Corporation)  to the nearest whole share,  determined by  multiplying  the total
number of shares of Series C  Preferred  Stock  desired to be  redeemed  times a
fraction, the numerator of which shall be the total number of shares of Series C
Preferred  Stock then held by such holder and the  denominator of which shall be
the  total  number  of shares of  Series C  Preferred  Stock  then  outstanding,
provided,  that in any  redemption of fewer than all  outstanding  shares of the
Series C  Preferred  Stock,  the  Corporation  may redeem all shares held by any
holders  of a number of shares  not to exceed  100 as may be  determined  by the
Board of Directors..

                  (d) Effect of Redemption  Date.  From and after the Redemption
Date for any shares of Series C Preferred Stock, dividends on the shares of this
Series so redeemed shall cease to accrue,  such shares shall no longer be deemed
to be outstanding,  and all rights of the holders thereof as stockholders of the
Corporation with respect to shares so redeemed (except the right to receive from
the  Corporation  the  Redemption  Price,  upon  surrender at the  Corporation's
principal office (or other place within the United States of America  identified
in the applicable notice for surrender of share certificates) of the certificate
representing  such shares  together with a stock power therefor duly endorsed in
blank) shall cease (including any right to receive  dividends  otherwise payable
on any Dividend  Reference  Date that would have occurred  after the  Redemption
Date),  provided,  however,  that to the extent the Corporation  defaults in the
payment in full of the  Redemption  Price for any  shares of Series C  Preferred
Stock on the  Redemption  Date (or,  if  applicable,  on a later date on which a
holder  surrenders  certificates  and duly endorsed stock  powers),  such shares
shall remain  outstanding and continue to accrue dividends and all rights of the
holders thereof as  stockholders of the Corporation  with respect to such shares
shall continue  until the  Corporation  has paid in full the  Redemption  Price,
calculated as of the date of such payment,  for such shares.  In case fewer than
all the shares  represented by any such  certificate  are to be redeemed,  a new
certificate shall be issued representing the unredeemed shares,  without cost to
the holder thereof.

         Section 5.        Conversion.
                           ----------

                  (a)  Conversion on Demand of Holder.  Subject to the terms and
conditions  of this  Section  5, each share of Series C  Preferred  Stock may be
converted,  at any time at the option of the  holder,  into such number of fully
paid, non-assessable shares of Common Stock determined pursuant to Section 5(b).

                  (b)  Determination  of the  Number of  Shares of Common  Stock
Issuable  upon  Conversion.  The number of shares of Common Stock  issuable upon
conversion of each share of the Series C Preferred  Stock shall be determined by
dividing  the  Liquidation  Value of such  share  by the  Conversion  Price  (as
hereinafter defined) in effect on the date of conversion (calculated as to each

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conversion to the nearest whole  cent)(the  "Conversion  Date").  The Conversion
Price shall initially equal $19.03; provided, however, that the Conversion Price
shall be adjusted and readjusted from time to time as provided in this Section 5
and, as so  adjusted  and  readjusted,  shall  remain in effect  until a further
adjustment or readjustment thereof is required by this Section 5.

                  (c)      Conversion Procedures.
                           ---------------------

                  (i)  Subject to the terms and  conditions  of this  Section 5,
         upon  surrender  to  the  Corporation  at the  Corporation's  principal
         office,  the office of the transfer agent or such other place or places
         within the United States of America,  if any, as the Board of Directors
         may determine,  of certificates  duly endorsed to the Corporation or in
         blank for shares of Series C Preferred  Stock to be converted  pursuant
         to Section 5(a)  together with  appropriate  evidence of the payment of
         any transfer or similar tax, if required,  and written  instructions to
         the Corporation requesting conversion of such shares and specifying the
         name and address of the Person to whom such shares of Common  Stock are
         to be issued,  the Corporation shall issue the number of full shares of
         Common  Stock  rounded  to  the  nearest  whole  number  issuable  upon
         conversion  thereof as of the time of such surrender and as promptly as
         practicable  thereafter  will deliver  certificates  for such shares of
         Common Stock.  Upon surrender of a certificate  representing  shares of
         Series C Preferred  Stock to be converted  in part,  in addition to the
         foregoing,  the  Corporation  shall  also  issue  to such  holder a new
         certificate  representing any unconverted  shares of Series C Preferred
         Stock represented by the certificate surrendered for conversion.

                  (ii) From and  after the  Conversion  Date,  dividends  on the
         shares of this Series so converted  shall cease to accrue,  such shares
         shall no longer be deemed to be  outstanding,  the holders of shares of
         Series C  Preferred  Stock  shall be deemed  holders  of the  shares of
         Common Stock  issuable upon  conversion  thereof and all rights of such
         holders as holders of Series C  Preferred  Stock  (except  the right to
         receive from the Corporation  certificates  representing such number of
         fully paid,  non-assessable  shares of Common Stock determined pursuant
         to Section 5(b), upon surrender at the  Corporation's  principal office
         (or other place within the United  States of America  identified in the
         applicable   notice  for  surrender  of  share   certificates)  of  the
         certificate  representing  such shares of Series C Preferred Stock duly
         endorsed to the  Corporation  or in blank,  together  with  appropriate
         evidence of the payment of any  transfer or similar  tax, if  required,
         and written  instructions  to the  Corporation  specifying the name and
         address  of the  Person to whom such  shares of Common  Stock are to be
         issued) shall cease  (including  any right to receive  dividends on the
         shares of this Series otherwise payable on any Dividend  Reference Date
         that would have occurred after the Conversion Date).

                  (iii)             No fractional shares of Common Stock shall
         be issued pursuant to this Section 5.


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                  (d) Taxes. The Corporation  shall pay all documentary,  stamp,
or similar  issue or transfer  tax due on the issuance of shares of Common Stock
upon conversion of shares of Series C Preferred Stock;  provided,  however, that
the holder of shares of Series C Preferred Stock so converted shall pay any such
tax which is due because  such shares are to be issued in a name other than that
of such holder.

                  (e)      Adjustments to Conversion Price. The Conversion Price
in effect at any time shall be adjusted as follows:

                  (i) In the event  that the  Corporation  shall (A) pay a stock
         dividend or make a distribution on its Common Stock in shares of Common
         Stock or other  capital  stock of the  Corporation,  (B)  subdivide its
         outstanding shares of Common Stock into a greater number of shares, (C)
         combine its outstanding shares of Common Stock into a smaller number of
         shares, or (D) issue by reclassification of its Common Stock any shares
         of  capital  stock  of the  Corporation,  then in each  such  case  the
         Conversion  Price in effect  immediately  prior to such action shall be
         adjusted so that the holder of any shares of Series C  Preferred  Stock
         thereafter  surrendered for conversion shall be entitled to receive the
         number  of  shares  of  Common  Stock  or  other  capital  stock of the
         Corporation  which it would  have  owned or been  entitled  to  receive
         immediately  following  such  action  had such  shares  been  converted
         immediately  prior to the occurrence of such event.  An adjustment made
         pursuant to this Section  5(e)(i)  shall become  effective  immediately
         after the record date,  in the case of a dividend or  distribution,  or
         immediately  after the effective  date,  in the case of a  subdivision,
         combination or reclassification.  If, as a result of an adjustment made
         pursuant to this Section 5(e)(i),  the holder of any shares of Series C
         Preferred  Stock  thereafter  surrendered  for conversion  shall become
         entitled to receive  shares of two or more classes of capital  stock or
         shares of Common Stock and other capital stock of the Corporation,  the
         Board of  Directors  shall  determine  the  allocation  of the adjusted
         Conversion  Price  between or among  shares of such  classes of capital
         stock or shares of Common Stock and other capital stock.

                  (ii) Except as provided in Section  5(e)(i) and Section  5(f),
         in the event that the Corporation shall,  within one year of the Series
         C  Preferred  Stock date of  issuance,  issue or sell  shares of Common
         Stock (or any rights,  warrants or options to subscribe for or purchase
         Common Stock, or other  securities  convertible  into or exercisable or
         exchangeable  for Common  Stock),  and both (A) the price at which such
         shares of Common  Stock are  issued or sold (or the price at which such
         securities are  exercisable  or convertible  into Common Stock) is less
         than the Conversion Price in effect  immediately prior to such issuance
         or sale,  and (B) the  aggregate  number of such shares of Common Stock
         (and such shares of Common  Stock  issuable  upon  exercise or exchange
         thereof) is equal to two percent (2%) or more of the outstanding shares
         Common  Stock on a fully  diluted  basis as of the date of  issuance or
         sale of any such  securities,  then the Conversion Price then in effect
         shall be  adjusted to equal the price  described  in clause (A) of this
         Section  5(e)(ii) at which such  shares of Common  Stock were issued or
         sold.


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                  (f) No Adjustment in Certain Instances. Anything herein to the
contrary notwithstanding,  no adjustment will be made to the Conversion Price by
reason of (i) the issuance of Common  Stock (or any rights,  warrants or options
to subscribe for or purchase Common Stock, or other securities  convertible into
or exercisable or  exchangeable  for Common Stock) to employees,  consultants or
directors of the Corporation pursuant to employee benefit plans or otherwise, or
the issuance of Common Stock upon the conversion,  exercise or exchange thereof,
(ii) the issuance of Common Stock upon the  conversion,  exercise or exchange of
options,  rights or warrants to purchase, or securities convertible into, Common
Stock that are issued and  outstanding  on the date that the Series C  Preferred
Stock  Certificate  of  Designation  is filed with the Secretary of State of the
State of Delaware, (iii) the issuance of Common Stock upon the conversion of the
Series C Preferred Stock, (iv) the issuance of Common Stock upon the exercise of
rights,  warrants,  options or  convertible  or  exchangeable  securities of the
Corporation  where the Conversion Price had previously been adjusted pursuant to
this Section 5 upon the initial  issuance of such rights,  warrants,  options or
convertible  securities,  (v) any issuance of Common  Stock or other  securities
described in clauses (A), (B), (C) or (D) of Section(e)(i), (vi) the issuance of
Common  Stock  pursuant to the  Warrant  granted in  connection  with the Supply
Financing Agreement between the Company and the  Hewlett-Packard  Company, in an
amount up to ten percent (10%) of the  financing  provided by such an agreement,
or (vii) the  issuance of warrants  or options to  subscribe  for or to purchase
Common  Stock,  or  other   securities   convertible   into  or  exercisable  or
exchangeable  for Common Stock,  in connection with the issuance and sale by the
Corporation  of its  high-yield  debt  securities if such shares of Common Stock
issuable upon exercise or exchange thereof aggregate to two and one-half percent
(2.5%) or less of the  outstanding  shares Common Stock on a fully diluted basis
as of the date of their  issuance  or sale  (calculated  without  regard  to any
issuance pursuant to Section 5(e)(ii)(B)).

                  (g)      Change in Par Value.  No adjustment need be made for
a change in the par value of the Common Stock.

                  (h) Notice of  Adjustments.  Whenever the Conversion  Price is
adjusted,  the Corporation  shall promptly mail to holders of Series C Preferred
Stock a notice of adjustment  briefly stating the facts requiring the adjustment
and the manner of computing it.

                  (i)   Effect  of   Certain   Transactions.   In  case  of  any
consolidation  or merger of the Corporation  with any other entity (other than a
wholly owned subsidiary of the Corporation),  or in case of any sale or transfer
of all or substantially all of the assets of the Corporation,  or in the case of
any share  exchange  pursuant to which all of the  outstanding  shares of Common
Stock are converted into other  securities or property,  the  Corporation  shall
make appropriate provision or cause appropriate provision to be made so that (i)
holders of each share of Series C Preferred  Stock then  outstanding  shall have
the right  thereafter to convert such share of Series C Preferred Stock into the
kind and amount of shares of stock and other securities and property  receivable
upon such consolidation, merger, sale, transfer or share exchange by a holder of
the number of shares of Common Stock into which such share of Series C Preferred
Stock might have been converted  immediately prior to the effective date of such
consolidation,  merger, sale, transfer or share exchange and (ii) thereafter the
provisions of these Articles of Amendment (including without limitation, Section
5 hereof)  shall be binding  upon the Person  surviving  such  consolidation  or
merger,  acquiring  such  assets or  consummating  such  share  exchange.  If in
connection  with  any  such  consolidation,  merger,  sale,  transfer  or  share
exchange,  each holder of shares of Common Stock is entitled to elect to receive
either securities, cash or other assets upon completion of such transaction, the
Corporation  shall  provide or cause to be  provided  to each holder of Series C
Preferred  Stock the right to elect to  receive  the  securities,  cash or other
assets  into which the Series C  Preferred  Stock held by such  holder  shall be
convertible  after  completion  of any such  transaction  on the same  terms and
subject  to the same  conditions  applicable  to  holders  of the  Common  Stock
(including, without limitation, notice of the right to elect, limitations on the
period  in which  such  election  shall be made and the  effect  of  failing  to
exercise the election).  The Corporation  shall not effect any such  transaction
unless  the  provisions  of  this  paragraph  have  been  fulfilled.  The  above
provisions shall similarly apply to successive  consolidations,  mergers, sales,
transfers or share exchanges.


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                  (j) Reservation of Shares.  The Corporation  shall reserve and
at all times keep available,  free from preemptive rights, out of its authorized
but unissued stock,  for the purpose of effecting the conversion of the Series C
Preferred  Stock,  such number of shares of its duly authorized  Common Stock as
shall from time to time be  sufficient  to effect the  conversion  of all of the
outstanding  shares of Series C Preferred Stock. For purposes of this Subsection
(c),  the number of shares of Common Stock which shall be  deliverable  upon the
conversion  of all  outstanding  shares of  Series C  Preferred  Stock  shall be
computed as if at the time of computation all such outstanding  shares were held
by a single holder.

(k)      Valuation of Non-Cash Consideration.
         -----------------------------------

(i)      When  calculating  any adjustment to the  Conversion  Price pursuant to
         Section  5(e)(i)  hereof,  the  value  of  any  non-cash  consideration
         received  by the  Corporation  as  proceeds  upon the  issuance  of its
         securities shall be reasonably  determined by the Board of Directors of
         the Corporation in good faith, which  determination  shall be final and
         binding.

                  (ii) When calculating whether any adjustment to the Conversion
         Price  pursuant  to Section  5(e)(ii)  hereof is required to be made in
         connection with any Strategic Transaction,  no such adjustment shall be
         made if the Board of Directors  determines in good faith that the value
         of the total consideration  received (or to be received) by the Company
         in such transaction equals or exceeds  Conversion Price;  provided that
         the Company  issues or sells an  aggregate of four percent (4%) or less
         of the  outstanding  shares Common Stock on a fully diluted basis as of
         the date of any such  transaction.  Prompt  written  notice of any such
         valuation by the Board of  Directors  shall be delivered to the holders
         of the Series C Preferred Stock prior to any such determination.



<PAGE>
         Section 6.        Voting Rights.
                           -------------

         Each holder of shares of Series C Preferred  Stock shall be entitled to
that  number  of  votes  on all  matters  voted  on by the  stockholders  of the
Corporation  (except votes by such stockholders to elect members to the Board of
Directors of the Corporation),  voting together as a single class,  equal to the
number of shares of Common  Stock that such holder is  entitled to receive  upon
conversion  of such  shares of Series C  Preferred  Stock.  In  addition  to the
foregoing or as otherwise required by law:

                  (a) General.  The affirmative  vote of the holders of at least
two-thirds (2/3) of the outstanding  shares of Series C Preferred Stock,  voting
together as a separate  class,  shall be necessary (i) to change (A) the rate or
time of payment of any  dividends  on, (B) the time or amount of any  redemption
of, (C) the amount of any payments  upon  liquidation  of the  Corporation  with
respect to, (D) the  priorities  afforded by the  provisions  of Section 2(d) of
this Article FOURTH for the benefit of, shares of Series C Preferred  Stock,  or
(E) the par value of the Series C Preferred  Stock,  (ii) to amend Section 6(a),
(b) or (c),  (iii) to increase or decrease  the number of  authorized  shares of
Series C Preferred  Stock,  (iv) to authorize or issue any additional  shares of
Series C Preferred Stock (other than as provided in Section 2(a)),  (v) to issue
any Senior  Securities  or Parity  Securities,  or any  security or  obligations
convertible   into,  or  exchangeable  for,  any  Senior  Securities  or  Parity
Securities  (other  than as  provided in Section  6(b)),  or (vi) to  reclassify
Common Stock, or any other Junior  Securities,  into shares of Senior Securities
or Parity Securities.

                  (b) The voting requirements  contained in Section 6(a)(v) with
regard to Parity Securities (or any securities or obligations  convertible into,
or exchangeable  for, Parity  Securities) shall not apply to the issuance of any
such securities which (i) have an aggregate  liquidation  value of Fifty Million
Dollars  ($50,000,000) or less (which amount shall include the liquidation value
of and any Parity  Securities  into which such  securities  are  convertible  or
exchangeable), and (ii) are issued prior to December 31, 2000. In the event that
any Parity  Securities (or any securities or  obligations  convertible  into, or
exchangeable  for,  Parity  Securities) are issued pursuant to this Section 6(b)
and such  Parity  Securities  (or Parity  Securities  which such  securities  or
obligations  are convertible  into or exchangeable  for) have any terms or other
characteristics  which are more  favorable  to their  holders  than those of the
Series C Preferred Stock, such terms or other characteristics shall be deemed to
apply equally to the Series C Preferred Stock,  notwithstanding  anything to the
contrary contained in herein or in the Charter.

                  (c)      Board of Directors.
                           ------------------

                  (i) The holders of the Series C Preferred  Stock,  voting as a
         separate class (acting by majority vote),  shall be entitled to vote to
         elect  one (1)  member to the Board of  Directors  of the  Corporation,
         until  such  time as fifty  percent  (50%) of the  shares  of  Series C
         Preferred Stock have been converted into shares of Common Stock.

                  (ii) The right to elect  members of the Board of  Directors of
         the  holders  of the  Series C  Preferred  Stock  contained  in Section
         6(c)(i) may be exercised at a special  meeting of the holders of Series
         C Preferred  Stock,  called as provided below, at any annual or special
         meeting of the stockholders of the  Corporation,  or by written consent
         of the Series C  Preferred  Stock  holders  in lieu of a  meeting.  The
         directors to be elected by the holders of the Series C Preferred  Stock
         shall each serve for a term extending from the date of election and

<PAGE>
         qualification  until the time of the next succeeding  annual meeting of
         stockholders  and until  their  successors  have been duly  elected and
         qualified,  or until such time as fifty  percent (50%) of the shares of
         Series C  Preferred  Stock have been  converted  into  shares of Common
         Stock.

                  (iii) Any  director  elected  pursuant  to the  provisions  of
         Section  6(c)(i)  hereof  shall not be subject to removal  unless  such
         removal is approved  by a majority  vote of the holders of the Series C
         Preferred Stock; provided, however that such director may be removed by
         the vote of no less than fifty percent  (50%) of the remaining  members
         of the board for fraud or conviction of a felony which  materially  and
         adversely affects the Company.

                  (iv) If at any time a directorship to be filled by the holders
        of the Series C  Preferred  Stock shall be vacant,  the Chief  Executive
        Officer  of the  Corporation  shall,  upon the  written  request  of the
        holders of record of shares  representing at least  twenty-five  percent
        (25%) of the  voting  power of the shares of Series C  Preferred  Stock,
        call a  special  meeting  of the  holders  of the  shares  of  Series  C
        Preferred  Stock for the  purpose of  electing  a director  to fill such
        vacancy.  Such meeting shall be held at the earliest practicable date at
        such place as is  specified  in or  determined  in  accordance  with the
        Bylaws of the  Corporation.  If such meeting is not so called within ten
        (10) days after  delivery of said written  request,  then the holders of
        record of shares  representing at least twenty-five percent (25%) of the
        voting power of the shares of Series C Preferred  Stock may designate in
        writing one of such  holders to call such  meeting at the expense of the
        Corporation.  Such meeting may be called by such designated  person upon
        the notice  required for annual  meetings of  stockholders  and shall be
        held at such place as specified or determined above. At any meeting held
        for the purpose of electing  directors  at which the holders of Series C
        Preferred Stock and any Parity  Securities shall have the right to elect
        such  directors as aforesaid,  the presence in person or by proxy of the
        holders  owning shares having at least a majority of the votes of Series
        C  Preferred  Stock and such  Parity  Securities  shall be  required  to
        constitute  a quorum of such  Series C  Preferred  Stock and such Parity
        Securities.  Any holder of record of shares of Series C Preferred  Stock
        shall have access to the stock books of the  Corporation for the purpose
        of calling a meeting of stockholders pursuant to these provisions.

                  (d) Action by Written  Consent.  Any action to be taken by the
         holders of Series C Preferred Stock may be taken without a meeting if a
         consent in writing, setting forth the action so taken, is signed by the
         holders of  outstanding  shares of Series C Preferred  Stock having not
         less than the minimum  number of votes that would be  necessary to take
         such  action at a meeting  at which  all  shares of Series C  Preferred
         Stock entitled to vote thereon were present and voted.


<PAGE>
         Section 7.        Certain Definitions.
                           -------------------

         For purposes of these Articles of Amendment,  the following terms shall
have the specified therefor:

         "Business  Day" means a day other than a Saturday,  Sunday or other day
on which  commercial  banks in New York,  New York are authorized or required by
law to close.

         "Common Stock" shall mean the common stock,  $0.01 par value per share,
of the Corporation.

         "Conversion  Date"  shall have the  meaning  set forth in Section  5(b)
hereof.

         "Corporation"  shall  mean  U.S.  Wireless   Corporation,   a  Delaware
corporation,  and shall  include  the  surviving  or  transferee  Person of U.S.
Wireless Corporation in a merger or consolidation.

         "Default  Period"  shall have the  meaning  set forth in  Section  6(c)
hereof.

         "Dividend  Reference  Date" shall have the meaning set forth in Section
2(b) hereof.

         "Dividend  Voting Rights  Triggering  Event" shall have the meaning set
forth in Section 6(c) hereof.

         "Entity"  means any  corporation,  firm,  unincorporated  organization,
association,  partnership,  limited  liability  company,  trust  (inter vivos or
testamentary),  estate of a deceased, insane or incompetent individual, business
trust,  joint stock  company,  joint  venture or other  organization,  entity or
business, whether acting in an individual, fiduciary or other capacity.

         "Exchange  Act"  means the  Securities  and  Exchange  Act of 1934,  as
amended, and the rules and regulations promulgated thereunder,  all as from time
to time in effect.

         "Junior  Security"  means any shares of the Common  Stock and any other
class or series of stock of the  Corporation  which, by the terms of the Charter
or of the  instrument  by which  the  Board of  Directors,  acting  pursuant  to
authority granted in the Charter, shall fix the relative rights, preferences and
limitations thereof,  shall be junior to the Series C Preferred Stock in respect
of the right to receive  dividends  or to  participate  in any  distribution  of
assets  (including but not limited to any  distribution  of assets in connection
with the liquidation of the Corporation).

         "Liquidation  Value" of any share of Series C Preferred Stock as of any
particular date shall,  subject to the last two sentences of this paragraph,  be
equal to the sum of (i) $200 plus,  (ii) to the extent not paid on any  Dividend
Reference Date and until thereafter so paid, all dividends which have accrued on
such share of Series C Preferred Stock then  outstanding  during the period from
and including the  immediately  preceding  Dividend  Reference Date (or from the
date of  issuance in the case of the initial  Dividend  Reference  Date) to such
Dividend  Reference Date,  plus (iii)  dividends  accrued from and including the
next preceding  Dividend Reference Date to but excluding the payment date in any
liquidation, dissolution or winding up of the Corporation or the Redemption Date
or date of  conversion,  as the  case may be.  The  Liquidation  Value  shall be
subject to  adjustment  from time to time to  appropriately  give  effect to any
split or combination of the shares of this Series.


<PAGE>
         "Optional  Redemption Event" means the earliest to occur of (i) June 1,
2004,  or (ii) the date after the  closing  price for the  Corporation's  Common
Stock has been $45.00 for a consecutive thirty (30) day period.

         "Parity  Security"  means any shares of any class or series of stock of
the Corporation which, by the terms of the Charter or of the instrument by which
the Board of  Directors,  acting  pursuant to authority  granted in the Charter,
shall fix the relative rights,  preferences and limitations thereof, shall be on
a parity  with the Series C  Preferred  Stock in respect of the right to receive
dividends and to participate in any  distribution  of assets  (including but not
limited to any  distribution of assets in connection with the liquidation of the
Corporation) other than by way of dividends.

         "Person" means any individual or any Entity.

         "Redemption Date" as to any share of Series C Preferred Stock means the
date specified in the notice of redemption given pursuant to Section 4(a)(i).

         "Redemption  Price" for any share of Series C Preferred Stock as of any
particular  date of  determination  shall be an amount equal to the  Liquidation
Value of such share of Series C Preferred Stock at such date.

         "Securities Act" means the Securities Act of 1933, as amended,  and the
rules  and  regulations  promulgated  thereunder,  all as  from  time to time in
effect.

         "Senior  Security"  means any shares of any class or series of stock of
the Corporation which, by the terms of the Charter or of the instrument by which
the Board of  Directors,  acting  pursuant to authority  granted in the Charter,
shall fix the relative  rights,  preferences and limitations  thereof,  shall be
senior to the  Series C  Preferred  Stock in  respect  of the  right to  receive
dividends or to participate  in any  distribution  of assets  (including but not
limited to any  distribution of assets in connection with the liquidation of the
Corporation).

         "Strategic  Transaction" means any material business agreement with any
Person that is, or will thereby become, a customer, service provider or supplier
of the Corporation.

         "Voting  Rights  Triggering  Event" shall have the meaning set forth in
Section 6(c) of these Articles of Amendment.

         Section 8.        Transfers; Registration of Transfers.
                           ------------------------------------

         The Corporation shall keep at its principal office (or such other place
as the Corporation  reasonably designates) a stock register for the registration
of  shares  of  Series C  Preferred  Stock of the  Corporation.  Subject  to the
requirements of applicable  securities laws and to any  restrictions on transfer
(including  without  limitation,   those  referred  to  in  any  legend  on  the
certificate so surrendered),  upon the surrender of any certificate representing
shares of Series C Preferred Stock at such place together with appropriate stock
powers therefor duly endorsed, the Corporation shall, at the request of the

<PAGE>
registered  holder  thereof,   issue  in  exchange  therefor  a  certificate  or
certificates  representing  in the  aggregate  the  number of shares of Series C
Preferred Stock represented by the surrendered  certificate (and the Corporation
forthwith shall cancel such surrendered certificate).  Each such new certificate
shall be  registered in such name and shall  represent  such number of shares of
Series C  Preferred  Stock as is  requested  by the  holder  of the  surrendered
certificate  and shall be  substantially  identical  in form to the  surrendered
certificate.  The issuance of new  certificates  shall be made without charge to
the holders of the  surrendered  certificates  for any  issuance  tax in respect
thereof  or other cost  incurred  by the  Corporation  in  connection  with such
issuance;  provided,  however, that the Corporation shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and  deliver of any  certificate  in a name other than that of the holder of the
surrendered certificate.

         Section 9.        Replacement.
                           -----------

         Upon receipt of evidence reasonably satisfactory to the Corporation (an
affidavit of the registered holder of a certificate  evidencing shares of Series
C Preferred Stock shall be satisfactory)  of the ownership and the loss,  theft,
destruction  or mutilation of any  certificate  evidencing one or more shares of
Series  C  Preferred  Stock  and,  in  the  case  of any  such  loss,  theft  or
destruction,   upon  receipt  of  indemnity   reasonably   satisfactory  to  the
Corporation  (provided that, if the holder is a pension fund,  insurance company
or financial  institution,  its own  unsecured  agreement of indemnity  shall be
satisfactory),  or, in the case of any such  mutilation,  upon surrender of such
certificate,  the Corporation shall (at its expense) execute and deliver in lieu
of such  certificate a new certificate of like kind  representing  the number of
shares of Series C Preferred Stock represented by such lost,  stolen,  destroyed
or mutilated  certificate and dated the date of such lost, stolen,  destroyed or
mutilated certificate.

         Section 10.       Other Provisions.
                           ----------------

                  (a) All notices from the  Corporation  to the holders shall be
given by first class  mail,  postage  prepaid,  to the holders of shares of this
Series at their last  address  as it shall  appear on the stock  register.  With
respect  to any  notice  to a holder of shares  of this  Series  required  to be
provided hereunder,  neither failure to mail such notice, nor any defect therein
or in the mailing  thereof,  shall affect the  sufficiency  of the notice or the
validity of the proceedings referred to in such notice or affect the legality or
validity of any distribution, right, warrant,  reclassification,  consolidation,
merger,  conveyance,  transfer,  dissolution,  liquidation or winding up, or the
vote upon any such  action.  Any notice  which was  mailed in the manner  herein
provided shall be  conclusively  presumed to have been duly given whether or not
the holder receives the notice.

                  (b) All  notices  and  other  communications  from a holder of
shares of this Series shall be deemed given if delivered  personally  or sent by
overnight  courier  (providing  proof of  delivery)  to the  Corporation  at the
following  address (or at such other address as the Corporation shall specify in
a notice to holders of Series C Preferred Stock given in accordance with Section
10(a)):  U.S.  Wireless  Corporation,  2303 Camino Ramon,  Suite 200, San Ramon,
California 94583, Attn.: David Klarman, Esq.


<PAGE>
                  (c) Shares of this Series which have been redeemed,  exchanged
or  otherwise  acquired  by the  Corporation  shall not be reissued as shares of
Series  C  Preferred  Stock  and  shall,  after  such  redemption,  exchange  or
acquisition,  as the case may be,  be  retired  and  promptly  canceled  and the
Corporation shall take all appropriate action to cause such shares to obtain the
status of authorized but unissued shares of Preferred Stock, without designation
as to  series  or until  such  shares  are  once  more  designated  as part of a
particular  series  (other  than  Series  C  Preferred  Stock)  by the  Board of
Directors.

                  (d)The shares of this Series shall be issuable in whole shares
or in any fraction of a whole share.

                  (e) The Corporation  shall, to the fullest extent permitted by
law, be entitled to recognize the exclusive right of a Person  registered on its
records as the holder of shares of this Series,  and such record holder shall be
deemed the holder of such shares for all purposes.

                  (f) All  notice  periods  referred  to in  these  Articles  of
Amendment shall commence on the date of the mailing of the applicable  notice if
mailed, and on the date of delivery if personally delivered by personal courier.

                  (g)  Subject  to  applicable   law  and  except  as  otherwise
expressly set forth herein, any determinations  made in the exercise of the good
faith business  judgment of the Board of Directors  under any provision of these
Articles  of  Amendment  shall be final and binding on all  stockholders  of the
Corporation, including the holders of shares of this Series.

                  (h)  Certificates  for shares of this  Series  shall bear such
legends as the Corporation shall from time to time deem appropriate."

                                   [Remainder of page intentionally left blank.]


<PAGE>
         IN WITNESS  WHEREOF,  the Corporation has caused this certificate to be
executed by its Chief Executive Officer on this 17th day of May, 2000.

                                                     U.S. WIRELESS CORPORATION



                                  By:
                                     ----------------------------------------
                                  Dr. Oliver Hilsenrath, Chief Executive Officer