<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-23694
---------
HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
HEARTLAND WIRELESS COMMUNICATIONS, INC.
200 CHISHOLM PLACE, SUITE 200
PLANO, TEXAS 75075
<PAGE> 2
HEARTLAND WIRELESS COMMUNICATIONS, INC. 401(K) PLAN
Index to Financial Statements and Supplemental Schedules
Independent Auditors' Report
Statement of Net Assets Available for Benefits as of December 31, 1997
Statement of Net Assets Available for Benefits as of December 31, 1996
Statement of Changes in Net Assets Available for Benefits - For the year ended
December 31, 1997
Statement of Changes in Net Assets Available for Benefits - For the year ended
December 31, 1996
Notes to Financial Statements
<TABLE>
<CAPTION>
Schedules
---------
<S> <C>
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1997
1
Item 27d - Schedule of Reportable Transactions - For the year ended December 31,
1997 2
</TABLE>
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<PAGE> 3
INDEPENDENT AUDITORS' REPORT
The Plan Administrator
Heartland Wireless Communications, Inc. 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of the Heartland Wireless Communications, Inc. 401(k) Plan (the "Plan") as of
December 31, 1997 and 1996 and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Heartland
Wireless Communications, Inc. 401(k) Plan as of December 31, 1997 and 1996, and
the changes in net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The individual fund
information in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and changes in net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
May 20, 1998
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<PAGE> 4
HEARTLAND WIRELESS COMMUNICATIONS, INC. 401(k) PLAN
Statement of Net Assets Available for Benefits
December 31, 1997
<TABLE>
<CAPTION>
Goldman Heartland
Washington The The Sachs Wireless
Mutual Growth Investment The Bond Money Communications,
Investors Fund of Company of Fund of Market Inc. Common
Total Fund America America Fund America Fund Stock
--------- ---------- --------- ------------ --------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 4):
Goldman Sachs Money Market Fund $ 8,221 -- -- -- -- 8,221 --
Mutual funds 166,758 63,837 59,871 43,050 -- -- --
Bond fund 6,901 -- -- -- 6,901 -- --
Heartland Wireless
Communications, 104,164 -- -- -- -- -- 104,164
--------- ---------- --------- ------------ --------- ------- ---------------
Inc. common stock
Total investments 286,044 63,837 59,871 43,050 6,901 8,221 104,164
Receivables:
Employer contributions receivable 6,818 -- -- -- -- -- 6,818
Employee contributions receivable 19,945 4,393 4,353 2,870 913 385 7,031
--------- ---------- --------- ------------ --------- ------- ---------------
Total receivables 26,763 4,393 4,353 2,870 913 385 13,849
--------- ---------- --------- ------------ --------- ------- ---------------
Total assets 312,807 68,230 64,224 45,920 7,814 8,606 118,013
--------- ---------- --------- ------------ --------- ------- ---------------
Payables - refunds payable (16,022) (1,915) (258) (3,960) (129) (257) (9,503)
--------- ---------- --------- ------------ --------- ------- ---------------
Net assets available for benefits $ 296,785 66,315 63,966 41,960 7,685 8,349 108,510
========= ========== ========= ============ ========= ======= ===============
</TABLE>
See accompanying notes to the financial statements.
-4-
<PAGE> 5
HEARTLAND WIRELESS COMMUNICATIONS, INC. 401(k) PLAN
Statement of Net Assets Available for Benefits
December 31, 1996
<TABLE>
<CAPTION>
Goldman Heartland
Washington The The Sachs Wireless
Mutual Growth Investment The Bond Money Communications,
Investors Fund of Company of Fund of Market Inc. Common
Total Fund America America Fund America Fund Stock
--------- ---------- --------- ------------ -------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 4):
Goldman Sachs Money Market
Fund $ 41,615 11,758 5,054 3,016 792 3,182 17,813
Mutual funds 54,469 18,399 18,994 17,076 -- -- --
Bond fund 1,276 -- -- 1,276 -- --
Heartland Wireless Communications,
Inc. common stock 110,800 -- -- -- -- -- 110,800
--------- ---------- --------- ------------ -------- ------- ---------------
166,545 18,399 18,994 17,076 1,276 -- 110,800
--------- ---------- --------- ------------ -------- ------- ---------------
Total investments 208,160 30,157 24,048 20,092 2,068 3,182 128,613
Receivables:
Employer contributions receivable 9,533 -- -- -- -- -- 9,533
Employee contributions receivable 14,548 2,222 1,888 1,527 154 253 8,504
Investment income receivable 424 34 97 217 2 12 62
--------- ---------- --------- ------------ -------- ------- ---------------
Total receivables 24,505 2,256 1,985 1,744 156 265 18,099
--------- ---------- --------- ------------ -------- ------- ---------------
Total assets 232,665 32,413 26,033 21,836 2,224 3,447 146,712
--------- ---------- --------- ------------ -------- ------- ---------------
Payables - refunds payable (15,923) (1,130) (15) (1,644) (15) (29) (13,090)
--------- ---------- --------- ------------ -------- ------- ---------------
Net assets available for benefits $ 216,742 31,283 26,018 20,192 2,209 3,418 133,622
========= ========== ========= ============ ======== ======= ===============
</TABLE>
See accompanying notes to the financial statements.
-5-
<PAGE> 6
HEARTLAND WIRELESS COMMUNICATIONS, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Heartland
Wireless
Washington The The Goldman Communications,
Mutual Growth Investment The Bond Sachs Inc.
Investors Fund of Company of Fund of Money Common
Total Fund America America Fund America Market Fund Stock
--------- ---------- --------- ------------ --------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Employer's contributions $ 96,759 -- -- -- -- -- 96,759
Employees' contributions 286,811 49,947 51,777 31,877 7,103 7,316 138,791
--------- ---------- --------- ------------ --------- ----------- ---------------
383,570 49,947 51,777 31,877 7,103 7,316 235,550
Employee rollovers from other plans 930 186 558 186 -- -- --
Investment income (loss):
Dividend and interest income 3,845 1,627 465 488 328 313 624
Net appreciation (depreciation)
in fair value of investments (158,851) 11,419 9,066 7,120 75 -- (186,531)
--------- ---------- --------- ------------ --------- --------- ---------------
Net investment income (loss) (155,006) 13,046 9,531 7,608 403 313 (185,907)
--------- ---------- --------- ------------ --------- --------- ---------------
Total additions 229,494 63,179 61,866 39,671 7,506 7,629 49,643
Deductions from net assets attributed to
Withdrawals (149,271) (29,402) (25,143) (19,120) (2,079) (3,687) (69,840)
Other (180) -- -- -- -- -- (180)
--------- ---------------
Total deductions (149,451) (29,402) (25,143) (19,120) (2,079) (3,687) (70,020)
--------- --------- --------- --------- --------- --------- ---------------
Net increase (decrease) prior to
interfund transfers 80,043 33,777 36,723 20,551 5,427 3,942 (20,377)
Interfund transfers, net -- 1,255 1,225 1,217 49 989 (4,735)
--------- --------- --------- --------- --------- --------- ---------------
Net increase 80,043 35,032 37,948 21,768 5,476 4,931 25,112
Net assets available for benefits:
Beginning of year 216,742 31,283 26,018 20,192 2,209 3,418 133,622
--------- --------- --------- --------- --------- --------- ---------------
End of year $ 296,785 66,315 63,966 41,960 7,685 8,349 108,510
========= ========= ========= ========= ========= ========= ===============
</TABLE>
See accompanying notes to financial statements.
-6-
<PAGE> 7
HEARTLAND WIRELESS COMMUNICATIONS, INC. 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Washington The The
Mutual Growth Investment
Investors Fund of Company of
Total Fund America America Fund
--------- ---------- --------- ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Employer's contributions $ 63,621 -- -- --
Employees' contributions 185,541 26,672 22,017 16,422
--------- --------- --------- ------------
249,162 26,672 22,017 16,422
Employee rollovers from other plans 28,646 1,008 1,633 1,485
Investment income (loss):
Dividend and interest income 1,029 221 209 346
Net appreciation (depreciation)
in fair value of investments (60,574) 1,212 1,065 781
Net investment income (loss) (59,545) 1,433 1,274 1,127
Total additions 218,263 29,113 24,924 19,034
Deductions from net assets attributed to:
Withdrawals (1,189) -- -- --
Other (332) -- -- --
--------- --------- --------- ------------
Total deductions (1,521) -- -- --
--------- --------- --------- ------------
Net increase prior to interfund transfers 216,742 29,113 24,924 19,034
Interfund transfers, net -- 2,170 1,094 1,158
Net increase 216,742 31,283 26,018 20,192
Net assets available for benefits:
Beginning of year -- -- -- --
--------- --------- --------- ------------
End of year $ 216,742 31,283 26,018 20,192
========= ========= ========= ============
<CAPTION>
Heartland
Goldman Wireless
The Bond Sachs Communications,
Fund of Money Inc. Common Disbursement
America Market Fund Stock Account
--------- ----------- -------------- ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Employer's contributions -- -- 63,611 10
Employees' contributions 2,009 3,148 100,485 14,788
--------- ----------- -------------- ------------
2,009 3,148 164,096 14,798
Employee rollovers from other plans -- -- 24,520 --
Investment income (loss):
Dividend and interest income 29 63 161 --
Net appreciation (depreciation)
in fair value of investments 12 -- (63,644) --
--------- ----------- -------------- -------------
Net investment income (loss) 41 63 (63,483) --
--------- ----------- -------------- -------------
Total additions 2,050 3,211 125,133 14,798
Deductions from net assets attributed to:
Withdrawals -- -- -- (1,189)
Other -- -- (70) (262)
--------- ----------- -------------- -------------
Total deductions -- -- (70) (1,451)
--------- ----------- -------------- -------------
Net increase prior to interfund transfers 2,050 3,211 125,063 13,347
Interfund transfers, net 159 207 8,559 (13,347)
--------- ----------- -------------- -------------
Net increase 2,209 3,418 133,622 --
Net assets available for benefits:
Beginning of year -- -- -- --
--------- ------------ -------------- -------------
End of year 2,209 3,418 133,622 --
========= ============ ============== =============
</TABLE>
See accompanying notes to financial statements.
-7-
<PAGE> 8
HEARTLAND WIRELESS COMMUNICATIONS, INC. 401(k) PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(1) Description of Plan
The following description of the Heartland Wireless Communications, Inc.
401(k) Plan (the "Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
(a) General
The Plan was established for the benefit of the employees of
Heartland Wireless Communications, Inc. ("the Employer" or the
"Company") effective January 1, 1996. Participant contributions
began the pay period ended June 15, 1996.
The Plan is a defined contribution plan sponsored by the Company.
Employees are eligible to participate in the Plan upon the
completion of six months of service during which time they have
been credited with 1,000 hours of service and have attained the
age of twenty-one. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
(b) Contributions
Each participant may make voluntary contributions while a
participant in the Plan. Participant contributions are limited
from two to ten percent of the participant's compensation. The
maximum participant deferral amount for 1997 and 1996 is $9,500.
The Company also makes discretionary matching contributions to the
Plan equal to $.50 for each $1 contributed, up to a maximum amount
of 2% of a participant's compensation. The aggregate (determined
on an annual basis) of participant contributions to the Plan and
other Company retirement plans and Company contributions to the
Plan and other Company retirement plans on behalf of the
participant are limited to the lesser of $30,000 or 25% of the
participant's annual compensation.
(c) Participant Accounts
Each participant's account is credited with the participant's
voluntary contributions and an allocation of the Company's
contribution and Plan earnings (losses). Allocations are based on
participant contributions, as defined. Company contributions
forfeited by terminated employees are used to reduce any matching
contributions of the Company.
(d) Investment Program and Vesting
The Plan allows participants to direct the investments of their
contributions into six different investment options.
-8-
<PAGE> 9
The investment programs of the Plan are as follows:
o Washington Mutual Investors Fund - invests in high quality
common stocks and securities convertible into such common
stock. The stated investment objective of the fund is to
produce income and to provide an opportunity for growth of
principal consistent with sound common stock investing.
o The Growth Fund of America - invests in a diversified
portfolio consisting primarily of common stocks, with some
assets also held in securities convertible into common
stocks, cash and cash equivalents, debt securities, or
nonconvertible preferred stocks. The fund's investment
objective is growth of capital.
o The Investment Company of America Fund - invests primarily
in common stocks; however, assets are also held in
securities convertible into common stocks, debt securities,
cash or cash equivalents, U.S. Government securities,
private placement securities or nonconvertible preferred
stock. The fund attempts to achieve its investment
objective of long-term growth of capital and income by
giving more weight to the possibilities of appreciation and
potential dividends than current yield.
o The Bond Fund of America - invests substantially all of its
assets in marketable corporate debt securities, U.S.
Government securities, mortgage-related securities, other
asset-backed securities and cash or money market
instruments, with at least approximately two-thirds of the
fund's total assets usually invested in bonds. The fund's
objective is to provide as high a level of current income
as is consistent with the preservation of capital.
o Goldman Sachs Money Market Fund - invests in cash and cash
equivalents such as commercial paper, commercial bank
obligations, and securities of the U.S. Government, its
agencies and instrumentalities. The objective of this fund
is to provide as high a level of current income as is
consistent with the preservation of capital.
o Heartland Wireless Communications, Inc. Common Stock -
invests solely and exclusively in Heartland Wireless
Communications, Inc. common stock.
Voluntary contributions by the participant are immediately fully
vested and nonforfeitable. A participant's share of Employer
contributions vests 20 percent after each year of service, with
the participant being fully vested after completing five years of
service.
(e) Payment of Benefits
Upon death, disability or termination of service, a participant or
designated beneficiary receives a lump sum payment or installments
of cash and/or stock at the discretion of the Plan Administrator.
Benefits are recorded when paid.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying financial statements have been prepared on the
accrual method of accounting.
-9-
<PAGE> 10
(b) Investments
All investments are stated at fair value based on quoted market
prices. Purchases and sales of securities are recorded on a trade
date basis. Interest and dividends are recorded on an accrual
basis. Expenses relating to the purchase or sale of investment
securities are added to the cost or deducted from the proceeds,
respectively.
(c) Use of Management Estimates
The preparation of the financial statements, in conformity with
generally accepted accounting principles, requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
(d) Expenses of the Plan
The expenses of administration of the Plan, including the expenses
of the administration and the fees of the trustee, are paid by the
Company. The Company paid $18,979 and $15,905 in fees relating to
the Plan in 1997 and 1996, respectively.
(3) Plan Termination
Although it has not expressed an intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan. Upon termination, participants will become fully
vested in their accounts.
(4) Investments
The following table presents the fair value of investments representing
5% or more of the Plan's net assets available for benefits:
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
----------------------- -----------------------
Number of Fair Number of Fair
shares/units value shares/units value
------------ ----- ------------ -----
<S> <C> <C> <C> <C>
Washington Mutual Investors Fund 2,039 $ 63,837 750 $ 18,399
The Growth Fund of America 3,106 59,871 1,146 18,994
The Investment Company of America 1,456 43,050 705 17,076
Fund
Goldman Sachs Money Market Fund 8,221 8,221 41,615 41,615
Heartland Wireless Communications, Inc.
Common Stock 60,264 $104,164 8,442 $110,800
</TABLE>
-10-
<PAGE> 11
(5) Tax Status
The Internal Revenue Service has determined and informed the
Company by a letter dated August 21, 1997, that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code (the "IRC").
The federal income tax status of the participants with respect to
their contributions to the Plan is described in information
submitted to the participants and, subject to certain limitations,
such contributions are tax deferred.
(6) Refunds Payable
At December 31, 1997 and 1996, the Plan has recorded refunds
payable of $16,022 and $15,923, respectively. The refunds relate
to amounts due to certain employees of the Company based upon
nondiscrimination tests, fee deferrals and employee after-tax
contributions to the Plan.
(7) Subsequent Events - Liquidity of Plan Sponsor
On April 24, 1998, the Company received notice from The Nasdaq
Stock Market, Inc. ("Nasdaq") that the Company's common stock had
failed to maintain a closing bid price of at least $1.00 for 30
consecutive trading days, in violation of Nasdaq's Marketplace
Rule 4450(a)(5). Nasdaq informed the Company that in order for the
Company to maintain listing of the Company's common stock on the
Nasdaq National Market, the closing bid price of the Company's
common stock must be $1.00 or more for at least 10 consecutive
trading days within a period of 90 calendar days from the date of
the notice, and that the Company's common stock would be delisted
at the opening of business on July 27, 1998, if such condition was
not met. In the event the Company is not able to comply with these
requirements, it intends to evaluate all of its options, including
pursuing any available procedural remedies under Nasdaq's
Marketplace Rules. The liquidity and market value of the Company's
stock would be negatively impacted if the Company is not able to
maintain its listing on the Nasdaq National Market. Additionally,
on April 15, 1998, the Company announced that it would not make a
semiannual interest payment of $7.5 million relating to its $115
million 13% Senior Notes due 2003 (the "13% Notes"). Failure to
make the interest payment on the 13% Notes could permit the
trustee or holders of 25% or more of the 13% Notes to accelerate
payment of the 13% Notes. In addition, acceleration of the 13%
Notes could permit the trustee or holders of 25% or more of the
Company's $125 million 14% Notes due 2004 (the "14% Notes") to
accelerate payment of the 14% Notes. The Company currently does
not have sufficient funds available to pay in full the
indebtedness outstanding under either the 13% Notes or the 14%
Notes in the event that any of such indebtedness is accelerated.
The Company is in the process of evaluating all options available
to finance its business plan and restructure its existing debt.
The closing price of the Company's common stock, as reported on
the Nasdaq's National Market, was $1.75 on December 31, 1997 and
$0.91 on May 20, 1998.
-11-
<PAGE> 12
Schedule 1
HEARTLAND WIRELESS COMMUNICATIONS, INC. 401(k) PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
Number Current
Identity of issue, borrower, lessor or similar party of shares Cost value
- ------------------------------------------------------ --------- -------- -------
<S> <C> <C> <C>
Washington Mutual Investors Fund 2,039 $ 58,217 63,837
The Growth Fund of America 3,106 58,946 59,871
The Investment Company of America Fund 1,456 40,730 43,050
The Bond Fund of America 490 6,806 6,901
Goldman Sachs Money Market Fund 8,221 8,221 8,221
Heartland Wireless Communications, Inc.
Common Stock* 60,264 125,733 104,164
--------- --------
Total assets held for investment $ 298,653 286,044
========= ========
</TABLE>
*Party-in-interest
See accompanying independent auditors' report.
-12-
<PAGE> 13
Schedule 2
HEARTLAND WIRELESS COMMUNICATIONS, INC. 401(k) PLAN
Item 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Current
Aggregate Expense value at Net
number of Purchase Selling Lease incurred with Cost of transaction gain or
Description transactions price price rental transaction assets date (loss)
----------- ------------ -------- -------- ------ ------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases:
The Growth Fund of America 16 $ 59,486 -- - - 59,486 59,486 --
Heartland Wireless Communications,
Inc. common stock 13 $153,270 -- - - 153,270 153,270 --
The Investment Company of America
Fund 19 $ 39,550 -- - - 39,550 39,550 --
Washington Mutual Investors Fund 21 $ 67,425 -- - - 67,425 67,425 --
Goldman Sachs Money Market Fund 227 $492,695 -- - - 492,695 492,695 --
Sales:
Goldman Sachs Money Market Fund 170 $ -- 539,884 - - 539,884 539,884 --
The Growth Fund of America 18 $ -- 22,476 - - 19,181 22,476 3,295
Washington Mutual Investors Fund 14 $ -- 31,804 - - 27,246 31,804 4,558
The Investment Company of America
Fund 14 $ -- 18,735 - - 15,809 18,735 2,926
Heartland Wireless Communications,
Inc. common stock 12 $ -- 71,497 - - 211,053 71,497 (139,556)
</TABLE>
See accompanying independent auditors' report.
-13-
<PAGE> 14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 29, 1998 HEARTLAND WIRELESS COMMUNICATIONS, INC.
401(k) PLAN
By: Heartland Wireless Communications, Inc.,
Plan Administrator
By: /s/ Marjean Henderson
-----------------------
Marjean Henderson
Senior Vice President, Chief Financial Officer
and Assistant Secretary
-14-
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
*23 Consent of KPMG Peat Marwick LLP
</TABLE>
- --------------------
*Filed herewith
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Plan Administrator
Heartland Wireless Communications, Inc.
401(k) Plan:
We consent to incorporation by reference in the Registration Statement (No.
333-05943) on Form S-8 of our report dated May 20, 1998, relating to the
statements of net assets available for benefits of the Heartland Wireless
Communications, Inc. 401(k) Plan as of December 31, 1997 and 1996, and the
related statements of changes in net assets available for benefits for the years
then ended, and all related schedules, which report appears in the December 31,
1997 annual report on Form 11-K of the Heartland Wireless Communications, Inc.
401(k) Plan filed by Heartland Wireless Communications, Inc.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
June 29, 1998
