NATIONAL WIRELESS HOLDINGS INC
8-K, 1996-09-27
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                         Securities Exchange Act of 1934


                                 Date of Report
                        (Date of earliest event reported)

                                September 18, 1996

                         NATIONAL WIRELESS HOLDINGS INC.
              (Exact name of registrant as specified in its charter


               Delaware                   0-23598               13-3735316

            (State or other             (Commission           (IRS Employer
            jurisdiction of             File Number)       Identification No.)
            incorporation)

                                            

               249 Royal Palm Way, Suite 301, Palm Beach, Florida 33480
                (Address of principal executive offices and zip code)

                                    (407) 832-0981
                 (Registrant's telephone number, including area code)








<PAGE>


     Item 1.   Changes in Control of Registrant

     Not applicable

     Item 2.   Acquisition or Disposition of Assets

     Not applicable

     Item 3.   Bankruptcy or Receivership

     Not Applicable

     Item 4.   Changes in Registrant's Certifying Account

     Not Applicable

     Item 5.   Other Events

     Not Applicable

     Item 6.   Resignations of Registrant's Directors

     Not Applicable

     Item 7.   Financial Statements, Pro Forma Financial Information and
     Exhibits

     Not Applicable

     (a)       Financial Statements of Business Acquired 

     Not Applicable

     (b)       Pro Forma Financial Information

     Not Applicable

     (c)       Exhibits

     Exhibit No.

     10.37     Press Release, dated September 18, 1996.

     Item 8.   Change in Fiscal Year

     Not applicable.






































<PAGE>


                                      SIGNATURES

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


                                            NATIONAL WIRELESS HOLDINGS INC.  
                                        -------------------------------------
                                             (Registrant)                       
       


     Date:     September 24, 1996       By: /s/ Terrence S. Cassidy          
                                           ----------------------------------
                                             Terrence S. Cassidy, Principal
                                                Executive Officer,
                                             Principal Financial Officer and 
                                             Principal Accounting Officer






                                                                   EXHIBIT 10.37


NEWS RELEASE

                                                                        CONTACT:
                                                                     Carl Nicola
                                                 National Wireless Holdings Inc.
                                                                    212 582-1212


FOR IMMEDIATE RELEASE



NATIONAL WIRELESS ENTERS INTO LETTER OF INTENT WITH BELLSOUTH FOR 
MIAMI WIRELESS CABLE ASSETS


New York, New York, September 18, 1996 - National Wireless Holdings Inc.
(Nasdaq: NWIR) has entered into a non-binding letter of intent with BellSouth
Corporation for the sale of its South Florida TV subsidiary, with all of its
wireless cable assets in the Miami area, to BellSouth for $48 million in stock. 
The transaction is subject to completion of  due diligence and negotiation of
definitive agreements.  There can be no assurance that such agreements will be
entered into or that the transaction can be completed as proposed.  Further
details are not being disclosed at this time pending the outcome of talks
between the parties.

National Wireless Holdings is a holding and strategic resources company for
wireless cable systems.  If the transaction is completed as proposed, NWIR will
have approximately $63MM of cash and marketable securities, a full service
teleport and satellite uplink facility in Miami, and strategic alliances with
EDSS, a provider of proprietary software which enables physicians to transmit
electronically healthcare claims directly to over 150 insurance companies, and
Spike Technologies, which has developed proprietary bidirectional point to
multipoint microwave antenna technology.  















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