UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
NATIONAL WIRELESS HOLDINGS INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
638560102
(CUSIP Number)
Mark D. Whatley
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 1997
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4<PAGE>
CUSIP No. 638560102 SCHEDULE 13D Page 2 of 4
1 Name of Reporting Person ASTORIA CAPITAL PARTNERS, L.P.
IRS Identification No. of Above Person 94-3160631
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power 233,000
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 233,000
REPORTING
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 233,000
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
13 Percent of Class Represented by Amount in Row 11 7.2%
14 Type of Reporting Person PN<PAGE>
CUSIP No. 638560102 SCHEDULE 13D Page 3 of 4
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D ("Amendment") relates
to shares of common stock, $0.01 par value (the "Common Stock"),
of National Wireless Holdings Inc. (the "Issuer"). The principal
executive office of the Issuer is 249 Royal Pine Way, Suite 301,
Palm Beach, Florida 33480.
Item 2. Identity and Background
This Amendment is filed on behalf of Astoria Capital
Partners, L.P., whose principal business office address is 735
Second Avenue, San Francisco, California 94118.
Astoria Capital Partners, L.P. is an investment limited
partnership, whose general partners are Richard W. Koe and
Astoria Capital Management, Inc. Astoria Capital Management,
Inc. is an investment advisor registered as such with the SEC and
in various states. Astoria Capital Management, Inc.'s president
and sole shareholder is Richard W. Koe. The business address of
Astoria Capital Management, Inc. and Richard W. Koe is 735 Second
Avenue, San Francisco, California 94118.
None of Astoria Capital Partners, L.P., Astoria Capital
Management, Inc. or Richard W. Koe have, during the past five
years, been convicted of any criminal proceeding (excluding
traffic violations or similar misdemeanors).
None of Astoria Capital Partners, L.P., Astoria Capital
Management, Inc. or Richard W. Koe have been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Astoria Capital Partners, L.P. is a California limited
partnership, Astoria Capital Management, Inc. is a California
corporation and Richard W. Koe is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Funds for the purchases of Common Stock were obtained from
the working capital of Astoria Capital Partners, L.P.
Item 4. Purpose of Transaction.
The purchases of Common Stock were made solely for
investment purposes. Depending upon market conditions and other
factors, Astoria Capital Partners, L.P. may acquire additional
securities of the Issuer, or, alternatively, may dispose of some
or all of the securities of the Issuer that it beneficially owns.<PAGE>
CUSIP No. 638560102 SCHEDULE 13D Page 4 of 4
Item 5. Interest in Securities of the Issuer
(a),(b) Reference is made hereby to Items 7-11 and 13 of page
two (2) of this Amendment, which Items are incorporated
by reference herein. Of the shares beneficially owned,
all 233,000 shares are owned by Astoria Capital
Partners, L.P.
(c) Astoria Capital Partners, L.P. effected the following
transactions through registered broker-dealers since
filing its Schedule 13D: On July 1, 1997, purchased
5,000 shares of Common Stock at a price of $15.315 per
share. On July 1, 1997, purchased 5,000 shares of
Common Stock at a price of $15.471 per share. On July
2, 1997, purchased 2,500 shares of Common Stock at a
price of $15.317 per share. On July 7, 1997, purchased
2,500 shares of Common Stock at a price of $15.317 per
share. On July 17, 1997, purchased 40,000 shares of
Common Stock at a price of $14.813 per share.
(d),(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED: July 30, 1997.
ASTORIA CAPITAL PARTNERS, L.P.
/s/ Richard W. Koe
______________________________
By: Richard W. Koe
Its: General Partner<PAGE>
