Item 1. Description of Registrant's Securities to be Registered
Reference is made to the caption "Description of Securities" in the
Registration Statement on Form SB-2 (Registration No. 33-3746-LA) as
filed with the Securities and Exchange Commission (the "Commission") by
the Registrant on February 7, 1997, which is filed as Exhibit 4.3 hereto (the
"Registration Statement"). A description of the securities being registered
will be included in the final Prospectus to be filed with the Commission
under Rule 424(b) under the caption "Description of Securities", and such
description shall be deemed incorporated by reference into this Registration
Statement.
Item 2. Exhibits
Except as otherwise indicated, the following exhibits are
incorporated by reference to the exhibits with the same numbers in the
Registration Statement:
Exhibit Number Document
* 3.0 Articles of Incorporation and Bylaws
* 4.3 Specimen Common Stock Certificate
** 5.1 Opinion of Davis Wright Tremaine as to the legality
of the securities being registered.
* 10.1 Sales Agency Agreement
* 10.2 Master Lease Agreement
** 10.3 Jongsma and Grabowski Restricted Stock Bonus
Agreement
* 10.4 Registration Rights and Standstill Agreement
governing certain current shareholders
* 10.5 Shapiro and Walters Registration Rights Agreement
* 10.6 Klemen Loan Agreement
* 10.7 Trust Agreement - LEI/DAT/Fone
* 10.9A Employment Agreement for Joseph
* 10.9B Employment Agreement for Forney
*** 24.1 Consent of Isler & Co., L.L.C.
** 24.2 Consent of Davis Wright Tremaine - See Exhibit 5.1
* 99 Reorganization Plan
* 99.1 Letter describing procedure for accepting offer
* 99.2 Company's Disclosure Statement filed with
Bankruptcy Court
________________________
* Filed on January 27, 1996 and incorporated by reference.
** Filed on July 19, 1996 and incorporated by reference.
*** Filed on January 22, 1997 and incorporated by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
FONE AMERICA, INC.
Registrant
By: /s/ Peter H. Jacobs
Peter H. Jacobs
President and
Chief Executive Officer
Dated: February 25, 1997
