CS WIRELESS SYSTEMS INC
8-K, 1997-11-07
CABLE & OTHER PAY TELEVISION SERVICES
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                  ------------------

                                       FORM 8-K


                                    CURRENT REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


          Date of Report (Date of earliest event reported) OCTOBER 30, 1997


                              CS WIRELESS SYSTEMS, INC.
                (Exact name of registrant as specified in its charter)



         DELAWARE                        333-20295               23-2751747
(State or other jurisdiction     (Commission File Number)    (I.R.S. Employer
     of incorporation)                                      Identification No.)


         200 CHISHOLM PLACE
             SUITE 202
            PLANO, TEXAS                                           75075
(Address of principal executive offices)                         (Zip Code)


         Registrant's telephone number, including area code:  (972) 633-4000


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ITEM 5.  OTHER EVENTS


    CS Wireless Systems, Inc.(the "Company") has appointed George Parise as
acting Chief Financial Officer to assume the responsibilities of Jeffrey A.
Kupp, who resigned effective October 30, 1997 to assume the position of Chief
Financial Officer with another company in the Dallas area. Mr. Parise shall
serve until a permanent replacement is identified and will continue to serve as
Senior Vice President of CAI Wireless Systems, Inc., the holder of approximately
48% of the Company's outstanding common stock.

ITEM 7.  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND
         EXHIBITS 

         (c)  Exhibits

         99.1 Press Release

                                      SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
    the Company has duly caused this report to be signed on its behalf by the
    undersigned hereunto duly authorized.

    DATED: November 7, 1997            CS WIRELESS SYSTEMS, INC.


                                       BY: /s/ Albert G. McGrath, Jr.
                                          --------------------------------
                                          ALBERT G. MCGRATH, JR.
                                          GENERAL COUNSEL



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                                                                 EXHIBIT 99.1


FOR IMMEDIATE RELEASE
                                          Contact:
                                          Albert G. McGrath, Jr. - CS Wireless
                                          972/633-4000


CS WIRELESS SYSTEMS, INC. ANNOUNCES MANAGEMENT CHANGE


Plano, Texas, November 7, 1997 - CS Wireless Systems, Inc. ("CS Wireless") 
today announced it has appointed George Parise as acting Chief Financial 
Officer ("CFO") of the Company.  Mr. Parise will assume responsibilities of 
the CFO position until a permanent replacement is identified.  A search will 
be conducted to fill the position vacated by Jeffrey A. Kupp, who resigned to 
become CFO and Treasurer of IEX Corporation, a Richardson, Texas based 
company that develops products for telecommunications carriers, call centers 
and private networks.  Mr. David E. Webb, Chief Executive Officer of CS 
Wireless, said, "We wish Jeff the best in the exciting new challenge he has 
taken on and are very appreciative for the contribution he made at CS 
Wireless."

Mr. Parise shall continue to serve as Senior Vice President-Finance for CAI 
Wireless Systems, Inc. ("CAI Wireless"), one of the largest developers, 
owners, and operators of wireless cable television systems in the United 
States.  CAI Wireless owns approximately 48% of CS Wireless.  Prior to his 
employment at CAI Wireless, Mr. Parise was employed by Bell Atlantic 
Corporation, most recently as CFO of CellularVision of New York (a joint 
venture which launched and operated the Local Multipoint Distribution Service 
system in Brooklyn, New York).  Mr. Parise is a Certified Public Accountant 
and was employed by Ernst & Young, formerly Ernst & Whinney, prior to joining 
Bell Atlantic Corporation.

Investor relations responsibilities will be assumed by Albert G. McGrath, 
Jr., CS Wireless Vice President and General Counsel.  Mr. McGrath can be 
reached at 972/633-4000.

Based in Plano, Texas, CS Wireless Systems, Inc. is one of the largest 
wireless cable television companies in the United States in terms of line 
of sight households and subscribers.  Heartland Wireless Communications, 
Inc., a leading developer, owner and operator of wireless cable systems in 
small to mid-size markets located in the central United States, owns 
approximately 36% of CS Wireless.



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