TCR_Public/990312.MBX T R O U B L E D   C O M P A N Y   R E P O R T E R
     
     Friday, March 12, 1999, Vol. 3, No. 49

                   Headlines

ADVANCED FINANCIAL: Recapitalization Completed
AGRIPAC: Pro-Fac Cooperative Completes Acquisition
ARROW AUTOMOTIVE: Seeks Approval of Stipulation
BROTHERS GOURMET: Proceeds Not Enough To Pay Indebtedness
CLARK BAR: Plan To Build Modern Plant Failed

COUNTY SEAT: Seeks Authority For Sale of Certain Assets
DANKA BUSINESS: Obtains Waiver and Credit Extension
ERLY INDUSTIRES: Committee Attempts Conversion
FPA MEDICAL: Approval of Disclosure Statement
FINE HOST: Stock Owners Request Equity Committee

GOLDEN SKY: Prospectus Filed With SEC
INTERAXX TECH: Former Executive Files Involuntary Petition
LA VIDA LLENA: Seeks Entry of final Decree
MEDPARTNERS: Disputes "Financially Unsound" Label
MERCURY FINANCE: Court Confirms Plan

NCC INDUSTRIES: Filing Consolidated Monthly Financials
NEXAR: ATEC Acquires Trademarks, Patents
OKURA & CO: Seeks Employee Retention and Bonus Plan
PHYSICIANS NETWORK: To Dissolve, Considers Chapter 7
SMARTALK: Deadline Passes For Competing Offers of Assets

SOLO SERVE: Applies To Employ Keen Realty
UNITED COMPANIES FINANCIAL: Reports Financing Commitments
USA BRIDGE: Files Chapter 11
USTEL: UStel Inc. and Subsidiary File Chapter 11
USTEL: Ernst & Young Completes Evaluation

WASTE SYSTEMS: Stock Ownership Reported To SEC
WIRELESS ONE: Stock Ownership Reported To SEC

                  *********

ADVANCED FINANCIAL: Recapitalization Completed
----------------------------------------------
Advanced Financial, Inc. Of Delaware Filed SEC FORM 8K             
stating that in a press release dated February 22, 1999,
Advanced Financial, Inc. announced that the
recapitalization of the Company pursuant to the Company's
First Amended Joint Plan of Reorganization under Chapter 11
Bankruptcy of the United States Bankruptcy Code had been
completed, effective February 19, 1999.

The filing included the Stock Option Agreement dated
February 19, 1999 between Advanced Financial, Inc.  and
First Mortgage Investment Co. and a  Press Release of
Advanced Financial, Inc.  dated February 22, 1999
Announcing Completion of Recapitalization. FILING DATE:
3/8/99  REPORT DATE: 2/19/99 (States SEC; 03/09/99)


AGRIPAC: Pro-Fac Cooperative Completes Acquisition
--------------------------------------------------
On February 23, 1999, PF Acquisition II, Inc., a subsidiary
of Pro-Fac Cooperative, Inc., announced that it completed
the acquisition of the frozen vegetable processing  
business of Agripac, Inc.  Agripac, which is currently in
bankruptcy, is a farmer cooperative based in Salem, Oregon.
On February 26, 1999, Agrilink announced that it is
restructuring its nationwide operations to a one-company
organization, effective July 1, 1999.(States SEC-03/09/99)


ARROW AUTOMOTIVE: Seeks Approval of Stipulation
-----------------------------------------------
The debtor, Arrow Automotive Industries, Inc. seeks court
approval of an Amended Stipulation authorizing the use of
cash collateral.  The debtor, BankBoston NA and Norwest
Business Credit Inc. stipulate and agree to the debtor's
use of cash collateral pursuant to the Amended Stipulation.  
Pursuant to the Stipulation the debtor may use Cash
Collateral for the period from the Petition Date through
April 12, 1999.  The Lenders' secured claims total
approximately $19 million.  On February 15, 1999 the debtor
informed its employees and customers of the debtor's plans
to terminate operations by early April, 1999.

As of October 15, 1998, the unpaid balance of principal and
accrued but unpaid interest on the Notes, reimbursement
obligations on undrawn letters of credit and the Amendment
Fee, exclusive of other fees and payments other than
interest due under the Credit Facility, and attorneys'
fees, costs and expenses, was $22,891,046.


BROTHERS GOURMET: Proceeds Not Enough To Pay Indebtedness
---------------------------------------------------------
Brothers Gourmet Coffees, Inc., (OTC Bulletin Board: BEANQ)  
announced that, on Monday, March 8, 1999, it and its
affiliates, after consultation with the Official Unsecured
Creditors' Committee, selected The Procter & Gamble  
Company as the successful bidder for Brothers' distribution
assets and  signed a definitive Asset Purchase Agreement
with P&G.

Pursuant to the Asset Purchase Agreement, P&G has agreed to
purchase certain of Brothers' finished product inventory
and all of Brothers' green coffee inventory, intellectual
property, accounts receivable, in-store equipment and  
other intangibles (i.e., contracts, goodwill, etc.) for
$21.5 million in cash.  As part of the transaction, P&G has
agreed to assume $1.3 million of Brothers' liabilities. The
parties also have agreed to enter into a Transitional
Supply and Services Agreement, pursuant to which Brothers
will agree to roast, package and ship nine (9) million
pounds of coffee for P&G during the twelve (12)
month  period immediately following the closing of the
transaction in return for which  P&G will pay Brothers $2.4
million in excess of Brothers' production costs. The
transaction is scheduled to close on April 30, 1999,
subject to obtaining all of the necessary approvals and
consents for the transaction.

The Debtors will retain ownership of all of their roasting
and packaging assets located at their Houston, Texas,
manufacturing facility. The Debtors will continue to
operate the Houston facility during the term of the
Transitional Supply and Services Agreement while, at the
same time, looking for a buyer for the facility. The
Transitional Supply and Services Agreement is fully  
assignable with P&G's consent.

Based on the information currently available, the Debtors
do not believe that the combined proceeds from the sale of
assets to P&G and the anticipated proceeds from the
disposition of the Houston facility will be sufficient to  
repay all of their indebtedness. Accordingly, it is not
anticipated that any distributions will be made to Brothers
stockholders.


CLARK BAR: Plan To Build Modern Plant Failed
--------------------------------------------
The Pittsburgh Post-Gazette reports on March 10, 1999 that
if Clark Bar America Inc. hadn't filed for Chapter 11
protection from its creditors in U.S. Bankruptcy Court this
week, the O' Hara candy maker might have faced an eviction
notice from its landlord.

The Regional Industrial Development Corp., listed in court
filings as an unsecured creditor owed $177,000, has been
expecting Clark to move out and would like to lease the
space to a new tenant, said Frank Brooks Robinson,
president of the R.I.D.C. In addition to its landlord, the
maker of Clark Bars and Yoo-Hoo Bars told the court this
week it owes money to chocolate suppliers, peanut
processors,  Blue Cross of Western Pennsylvania, Equitable
Gas Co. and attorneys Doepkin, Keevican and Weiss, among
others.

Clark Bar listed assets between $1 million and $10 million,
with debts in the same range.  Officials have been trying
to get Clark Bar into the black for years. The current
owner, Jim Clister, picked up the business in bankruptcy
court four years ago. Previous owners had discussed
shutting down the operation, which was founded in the last
century by the D.L. Clark Co.  The  plan to build a modern,
$2.7 million plant with the latest high- tech  equipment
failed last year when Clark officials couldn't persuade
lenders to finance the project.  Even a proposal to let the
company's union work force buy into the business  
didn't go far when union leaders said the employees
couldn't afford it.  Clark employs between 100 and 150
people, depending on the season.


COUNTY SEAT: Seeks Authority For Sale of Certain Assets
-------------------------------------------------------
County Seat Stores, Inc., et al., seek authorization for
the sale of certain inventory, fixed assets and personal
property relating to the County Seat's Levi's Outlet stores
business to M.O.S. T. Stores, LLC, purchaser, subject to
higher and better offers.  The purchase price is $500,000
in cash plus 85% of the cost of the Inventory as provided
in an Inventory Schedule plus prepaid occupancy-related
deposits, freight charges, store cash, and actual costs.  
Although the actual gross purchase price will be dependent
upon the results of a physical inventory, and thus is
subject to adjustment, it is estimated that it may
approximate $6,875,000.  

If approved, the debtors propose to use the net proceeds of
the sale to repay outstanding borrowings under their post-
petition credit facility with BankBoston Retail Finance
Inc., as agent, as their post-petition term loan and
security agreement with Back Bay capital Funding, LLC
(together, the DIP facility).  In satisfaction of all
Levi's claims against the debtors, the claims allowed will
be $700,000 as an administrative expense priority claim and
$1,333,060 as a general unsecured claim.

In addition to facilitating the sale transaction, the
proposed resolution of the Levi's claims reduces the
debtor's financial exposure to Levi's.


DANKA BUSINESS: Obtains Waiver and Credit Extension
---------------------------------------------------
Danka Business Systems PLC reports to the SEC that on  
February 26, 1999 the Company obtained a waiver extending
the waiver of its obligation to comply with certain
financial covenants of the Credit Agreement and any adverse
effect resulting from such non-compliance for a period from
March 1, 1999 through August 27, 1999. Terms of the
extension included provision for $30 million in new loans
under the Credit Agreement and a 1.5% increase in the
interest rate applicable to those new loans. The total
commitment under the Credit Agreement (not including the
$30 million of new loans) for the revolving loan component
was limited to the sum of the revolving loan component
outstanding on October 20, 1998 plus $90 million, and for
International Swing Line Loans was limited to $65,121,721.


ERLY INDUSTIRES: Committee Attempts Conversion
----------------------------------------------
The official committee of unsecured creditors of ERLY
Industries Inc. is asking the court to convert the case to
chapter 7 on an expedited basis. ERLY counters that there
is no need for an expedited hearing and instead is seeking
an extension to its exclusive periods to formulate a plan
of reorganization and solicit plan acceptances, to April 26
and June 25, respectively. (The Daily Bankruptcy Review and
ABI Copyright c March 11, 1999)


FPA MEDICAL: Approval of Disclosure Statement
---------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
approved the Disclosure Statement of FPA Medical
Management, Inc., et al., debtors, on February 24, 1999. A
hearing to consider confirmation of the joint plan of
reorganization shall commence on April 7, 1999 at 9:30 AM
before the Honorable Peter J. Walsh.


FINE HOST: Stock Owners Request Equity Committee
------------------------------------------------
Messrs. Joel Kirschbaum, Anthony L. Di Cesare and Stephen
C. Perry, affiliates of Kirkland Investors LLC, and owners
of approximately 2.8% of the outstanding common stock of
Fine Host Corporation, debtor, seek a court order directing
the United States Trustee to appoint an official committee
of equity security holders.  

The stock holders claim that the debtor's "pre-negotiated"
plan provides the debtor's unsecured bondholders with
virtually all of the estate's available value and
essentially wipes out the interests of its shareholders.  
The debtor and an ad hoc committee of Bondholders are
pressing for a quick confirmation hearing before opponents
to the plan can mobilize.  Kirkland's analysis suggests
that the plan provides the Bondholders with value far in
excess of their claims.  They claim that there appears to
be no evidence that the debtor's board of directors
explored a merger or buyout solution, even though they have
been engaged in workout efforts for almost a year.  
Kirkland believes that third-party financing alternatives
may be available that could result in a full payment or
reinstatement of the claims of the Bondholders while
providing meaningful recoveries to the debtor's
shareholders.

The plan also materially and adversely affects shareholder
direct and derivative claims against third parties and
provides the debtor's officers and directors with
unprecedented an improper indemnification while providing
for the subordination and wipeout of all equity claims and
interests.  A hearing has been scheduled for March 17, 1999
at 9:30 AM before the Honorable Peter J. Walsh, U.S.
Bankruptcy Court, 824 Market Street, 6th Floor, Wilmington,
Delaware 19801.  


GOLDEN SKY: Prospectus Filed With SEC
-------------------------------------
GOLDEN SKY SYSTEMS, INC. filed a prospectus with the SEC
offering to exchange $1,000 principal amount of  its 12
3/8% senior subordinated notes due 2006, SERIES B, for
each $1,000 principal amount of its issued and outstanding
any and all of its outstanding 12 3/8% senior subordinated
notes due 2006, SERIES A  of which $195,000,000 aggregate
principal amount is outstanding, from the holders thereof.
A full-text copy of the filing is available via the
Internet at:

http://www.sec.gov/Archives/edgar/data/0001035704-99-
000120.txt


INTERAXX TECH: Former Executive Files Involuntary Petition
----------------------------------------------------------
James Deegan, who was CEO of Interaxx Technologies in 1997,
filed an involuntary chapter 7 petition against the company
in late February, The Miami Herald reported this week. The
company had raised $32 million from more than 700 investors
to develop a box to connect televisions to the Internet.
Deegan claims he is owed $547,273 in salary and benefits,
and he said the company is "generally not paying its
debts...as they come due." Founded in North Miami
in 1990, the company said Deegan's employment agreements
were never approved by outside board members and that the
company has tried to negotiate a settlement with him.
Ormando Gomez, a consultant with Merit Advisers Group in
Fort Lauderdale, said Deegan has been hostile and that the
company will fight the bankruptcy filing. (ABI 11-Mar-99)


LA VIDA LLENA: Seeks Entry of final Decree
------------------------------------------
On March 5, 1999, The debtor, La Vida Llena, filed a motion
seeking entry of a final decree closing its Chapter 11
case.

All of the property to be vested by the debtor's confirmed
plan has been vested, and the confirmed plan has been
substantially consummated, all claims and administrative
expenses asserted against the estate have been fully
resolved and the estate has been fully administered.


MEDPARTNERS: Disputes "Financially Unsound" Label
-------------------------------------------------
The Sacramento Bee reports on March 10, 1999 that  
MedPartners Provider Network Inc., the nation's largest
physician management company, on Tuesday denied charges by
state HMO regulators that the health-care company is
financially unsound.

The Birmingham, Ala.-based company is under a cease-and-
desist order by the state Department of Corporations that
prohibits it from transferring any funds out of state to
company headquarters or to any affiliate.

State regulators reported Friday that the company failed to
respond fully to questions during a routine financial
examination and had not "sufficiently demonstrated a
fiscally sound operation."

The order is aimed at preventing the company from depleting
funds that could leave people without health care and
doctors without paychecks, regulators said.  "We were
surprised they took this action," said MedPartners
spokesman Robert Mead. "We're in discussions with them, and
I think we will be able to resolve their concerns."  He
said company representatives met with state regulators
Monday. Mead stressed that the company, which functions
like a middleman between health plans and doctors, was
financially sound and that claims were being processed on
time.  There are no doctors or patients in Northern
California contracted with the firm.  MedPartners'
enrollment in California has dropped from 3.9 million to
1.3 million during the past year as it announced it was
divesting its unprofitable physician management business to
concentrate on its pharmacy benefits business. The loss
from the physician management division, including estimated
losses from its disposal, was $1.28 billion in 1998, the
company reported in February. During the coming months,
MedPartners said it will sell its interest in practice
management where it provides business information and
administration services to more than 13,500 physicians in
42 states.  The business of physician management, popular
just a few years ago, has faltered. Last year, FPA Medical
Management declared bankruptcy, and PhyMatrix Inc. quit
altogether last summer.  In the wake of such failures, the
California Medical Association is scheduled to testify
today in Sacramento at a hearing convened by state Sen.  
Jackie Speier, D-San Francisco, on physician organization
solvency.

"We know these groups' financial troubles stem directly
from inadequate capitation (the monthly amount health plans
pay to physicians to care for plan enrollees), and from
plans shifting pharmacy risk to the groups," said Jack  
Lewin, CMA executive vice president and chief executive
officer. MedPartners shares closed up 6 1/4 cents Tuesday
at $4.93 3/4 on the New York Stock Exchange.


MERCURY FINANCE: Court Confirms Plan
-------------------------------------
Mercury Finance Corp., Chicago, announced that its second
amended plan of reorganization was confirmed by the
bankruptcy court for the Northern District of Illinois; the
plan is expected to take effect late this month, according
to a newswire report. The reorganized company will be
renamed MFN Financial Corp. William A. Brandt Jr., a
turnaround specialist and president of Development
Specialists Inc., who had been serving as CEO, said, "We
are pleased that the lengthy stabilization and
reorganization process has been brought to a conclusion."
Brandt said the company's debt has been significantly
reduced and its exposure to class action litigation has
been eliminated. (ABI 10-Mar-99)


NCC INDUSTRIES: Filing Consolidated Monthly Financials
------------------------------------------------------
NCC Industries, Inc. Of Delaware Files SEC FORM 8K with the
SEC. The company reports that it is filing copies of the
Debtor Group's consolidated monthly financial report
filed with the Court and the United States Trustee in
accordance with Bankruptcy Rule 2015 and the Trustee's
"Operating Guidelines and Financial Reporting Requirements"
in lieu of quarterly and annual reports under Section  
13(a) of the Exchange Act. (States SEC-03/09/99)


NEXAR: ATEC Acquires Trademarks, Patents
----------------------------------------
ATEC Group Inc. has acquired the patents and trademarks of
PC manufacturer Nexar Technologies Inc. through bankruptcy
court, ATEC is expected to announce.

Boston-based Nexar specializes in developing PCs that will
easily incorporate computer chips and memory still under
development, said Surinder Rametra, ATEC's chairman and
chief executive.  Nexar field tests the new technology from
chipmakers such as Intel Corp. and then designs its PCs to
handle the new technology, Rametra said. In making the
acquisition, Hauppauge-based ATEC, which sets up computer  
networks and offers year 2000 solutions, said it would
create a manufacturing technology division, known as Nexar
Technologies Inc.

Nexar's management team has agreed to join ATEC, and Al
Agbay, former chairman, chief executive and president of
Nexar, will become president and chief executive of ATEC's
new division, Rametra said. Rametra said he hopes to boost
the stock price by becoming a manufacturer of computers. In
the first full year after the acquisition, the Nexar
division should add $100 million in sales and $3 million in
profits, Rametra said.   Shares of ATEC closed yesterday at
$8.42, down 95 cents, on the NASDAQ.(Newsday-03/09/99)


OKURA & CO: Seeks Employee Retention and Bonus Plan
---------------------------------------------------
A hearing will be held on March 18, 1999 to consider the
application of Okura & Co.(America), Inc. to establish and
implement a salaried employee retention and bonus plan in
connection with the wind-down of the debtor's business.  
The purpose of the plan is to give certain key salaried
employees an incentive to remain in the debtor's employ for
specified time periods.

The debtor proposes to use $1,489,521 for the basic
elements of the Retention Plan.  The plan includes regular
pay (overtime), a retention bonus, severance pay or
relocation reimbursement and vacation pay and benefits
consistent with existing policies.


PHYSICIANS NETWORK: To Dissolve, Considers Chapter 7
----------------------------------------------------
Capital Physicians Network (CPN), a group of some 200
Washington area doctors, will dissolve and is considering
liquidating under chapter 7, The Washington Post reported.
The group had tried to reclaim power from health
maintenance organizations by managing care themselves. CPN
Founder Daniel Ein said "the organization is in serious
financial difficulty and is assessing ways to dissolve
while minimizing damage to our members, their patients and
our creditors."


SMARTALK: Deadline Passes For Competing Offers of Assets
--------------------------------------------------------
Under amended sale procedures governing the sale of
SmarTalk Teleservices Inc.'s assets, qualified bidders had
to submit offers by 5:00 p.m. Tuesday, according to counsel
for the company's official creditors' committee. "The
Committee is optimistic that there will be other
bidders for the Debtor's assets besides AT&T [Corp.]," said
Joseph Wielebinski of Munsch Hardt Kopf Harr & Dinan P.C.,
counsel to the creditors committee, before the deadline.
AT&T announced a definitive agreement on Jan. 19 to
purchase the prepaid calling card provider's assets for up
to $192.5 million in cash, subject to substantial downward
closing adjustments that may reduce the deal by as much as
$45 million.  (The Daily Bankruptcy Review and ABI
Copyright c March 11, 1999)


SOLO SERVE: Applies To Employ Keen Realty
-----------------------------------------
Solo Serve Corporation, debtor, files an application to
employ Keen realty Consultants, Inc. as special real estate
consultant tot he debtor.  The debtor desires to employ
Keen Realty to market and sell the debtor's real property
leases. At the inception of this case the debtor operated
30 off-price stores in Texas and Louisiana. At the
completion of a transaction Keen will be paid the greater
of 5.5% of gross proceeds or $2,500. If a lease is
rejected, Keen will receive a minimum fee of $500.

An auction of the real property leases of Solo Serve
Corporation will be held on march 24, 1999 at 2:00 PM
before the Honorable Ronald B. King, In Courtroom No. 3 in
the U.S. Bankruptcy Court for the Western District of
Texas, San Antonio Division.


UNITED COMPANIES FINANCIAL: Reports Financing Commitments
---------------------------------------------------------
United Companies Financial Corporation Of Louisiana Files
SEC FORM 8K reporting that in a press release dated March
4, 1999, the company announced that it has received
approval from the U.S. Bankruptcy Court of its previously
announced financing commitments from Greenwich Capital
Financial Products, Inc. and The CIT  Group/Business
Credit, Inc. Under the terms of the agreements, the Company
has available an interim aggregate of $225 million in
debtor-in-possession financing which will provide working
capital while the Company seeks to reorganize to operate in
a whole loan sale environment.

The Press Release dated March 4, 1999 was an exhibit to the
filing.  FILING DATE: 3/8/99  REPORT DATE: 3/4/99 (States
SEC; 03/09/99)


USA BRIDGE: Files Chapter 11
----------------------------
USABG Inc. announced that its subsidiary, USA Bridge
Construction of N.Y. Inc., filed chapter 11 on March 8 in
the Eastern District of New York, according to a newswire
report. The parent company owns 58 percent of the issued
and outstanding shares of common stock of USA Bridge
Construction of N.Y. Inc. (ABI 11-Mar-99)


USTEL: UStel Inc. and Subsidiary File Chapter 11
------------------------------------------------
UStel Inc., a Minnesota corporation, and its wholly owned
subsidiary, Arcadia Communications Inc., filed for chapter
11 protection in Seattle, according to a newswire report.
The company determined that a reorganization was necessary
to preserve the value of its assets and enable the
company to develop and execute its existing strategic
initiatives, including the potential sale to and/or merger
with a prospective buyer. USTel provides long distance and
wireless telecommunications services and Internet access
for commercial, residential and specialty markets to
customers worldwide. (ABI 11-Mar-99)


USTEL: Ernst & Young Completes Evaluation
-----------------------------------------
On January 19, 1999, UStel, Inc. Of Minnesota 's Board of
Directors removed Frank Bonadio as a member of the Board.
UStel has recently hired Ernst & Young to (i) assist UStel
with conducting and evaluating its operations and (ii) make
recommendations to UStel's Board of Directors regarding the
operations and alternatives available to UStel for
enhancing or otherwise preserving value to UStel's equity
and debt holders, vendors and creditors.

On January 19, 1999, the Independent Committee to the Board
of Directors issued its findings in connection with the
completion of the forensic audit report conducted by Arthur
Andersen.  The Report found that certain accounting errors,
merger related expenditures, interested party transactions
and management decisions regarding certain expenditures
were made and, accordingly, impacted Arcada's financial
condition.

On November 25, 1998, Coast Business Credit, a division of
Southern Pacific Bank, Goldman Sachs Credit Partners, L.P.  
and UStel, Inc. amended the Loan and Security Agreement,  
dated June 25, 1998.  Prior to the Amendment, UStel was in
default under certain provisions of the Loan Agreement. On
December 1, 1998, UStel relocated its principal executive
offices from their former location at 6167 Bristol  
Parkway, Suite 100, Culver City, California 90232, to their
present location at 2033 6th Avenue, Suite 401, Seattle,  
Washington 98121-2296, telephone number (206) 505-4600.
UStel is currently a party to extensive and varied
litigation matters which, in the aggregate, could  have a
material adverse effect on UStel if resolved adversely to
UStel. (States SEC- 03/09/99)


WASTE SYSTEMS: Stock Ownership Reported To SEC
----------------------------------------------
DDJ Capital Management, LLC, B III Capital Partners, L.P.,
and DDJ Capital III, LLC report to the SEC beneficial
ownership of 6,704,906 shares of common stock of Waste
Systems International, Inc. (f/k/a BioSafe International
Inc.) representing 45.13% of the class.


WIRELESS ONE: Stock Ownership Reported To SEC
---------------------------------------------
Heartland Wireless Communications Inc. reports to the SEC,
that as of the close of business on February 25, 1999,
Heartland may be deemed to have beneficially owned in the
aggregate 3,459,508 shares of the Common Stock of Wireless
One Inc., 2,879,135 shares of which were owned by
Heartland, and 580,373 shares of which were owned by WLI, a
wholly-owned subsidiary of Heartland. The aggregate number
of shares of the Common Stock covered by the Schedule 13D
filed with the SEC represents approximately 20.5% of the
16,910,064 outstanding shares of the Common Stock as of
November 10, 1998, as reported by Wireless One in its most
recent Quarterly Report on Form 10-Q.

As of February 25, 1999, Heartland had sole power to vote
and dispose of 2,879,135 shares of Common Stock, and
Heartland shared with WLI the power to vote and dispose of
580,373 shares of Common Stock.


                   *********

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