Exhibit 3.6
Form of Series A Preferred Stock Certificate

                            SERIES A PREFERRED STOCK
                                 $.001 PAR VALUE

                             CERTIFICATE FOR SHARES

                            U.S. Wireless Corporation
                            (A Delaware Corporation)

     WHEREAS, U.S. Wireless Corporation (the "Company"),  is authorized to issue
an aggregate of 1,000,0000  shares of Preferred Stock, par value $.01 per share,
which  may be issued in  classes  or in  series,  and whose  respective  rights,
designations  and  preferences  may  be  designated  from  time  to  time  by  a
Certificate  of  Designation  by  the  Board  of  Directors  of  U.S.   Wireless
Corporation; and

     WHEREAS,   the  Board  of  Directors  of  U.S.  Wireless  Corporation  have
designated  300,000 shares of Preferred Stock as the "Series A Preferred Stock",
pursuant  to the  Certificate  of  Incorporation  as filed by the Company and as
Amended, which sets forth the rights, preferences and limitations of such Series
A Preferred Stock.

     NOW,  THEREFORE,  this certifies that  __________________,  is the owner of
_____________________  (___________)  Shares of the Series A Preferred  Stock of
U.S.   Wireless   Corporation,   which  Preferred  Shares  are  fully  paid  and
non-assessable.

     IN WITNESS WHEREOF,  the said Corporation has caused this Certificate to be
signed by its duly  authorized  officers and its  Corporate  Seal to be hereunto
affixed this __th day of ___________, 199_.

David S. Klarman                                        Dr. Oliver Hilsenrath
Secretary                                               President

                                (Corporate Seal)

                            ***Restrictive Legend***
                       The Securities represented by this
                      certificate have not been registered
                      under the Securities Act of 1933, as
                           amended (the AAct@), or the
                          Securities laws of any state
                      securities commission or agency, and
                      may not be transferred, sold pledged,
                       hypothecated or disposed of in any
                        manner unless they are registered
                        under such Act and the securities
                       laws of any applicable jurisdiction
                       or unless pursuant to an exemption
                                   therefrom.




<PAGE>
                                   STOCK POWER

     The following  abbreviation,  when used in the  inscription  on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>

<S>                        <C>                                                  <C>
TEN COM           -        as tenants in common                                 UNIF GIFT MIN ACT - ................Custodian.......
                                                                                    (Cust.)                              (Minor)
TEN ENT           -        as tenants by the entireties                         under Uniform Gifts to Minors
UT TEN            -        as joint tenants with right                          Act......................................
                           of survivorship and not as                                                                   (State)
                           tenants in common
</TABLE>

       Additional abbreviation may also be used though not in above list.

     For value  received,..............................hereby  sell,  assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
+---------------+
+---------------+

--------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee

     Shares of the stock represented by the attached Certificate,  and do hereby
irrevocably constitute and appoint

     Attorney to transfer the said Limited Partnership Interests on the books of
the  within-named  Limited  Partnership  with full power of  substitution in the
premises.

     NOTICE:  The signature to this  assignment must correspond with the name as
written  upon  the  face  of  the  Certificate,  in  every  particular,  without
alteration or enlargement, or any change whatever.


Dated:


SIGNATURE

SIGNATURE GUARANTEED