UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                          TELECOM WIRELESS CORPORATION
             (Exact name of registrant as specified in its charter)


          Utah                                        94-3172556
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


              5299 DTC Boulevard, Suite 1120, Englewood, CO  80111
          (Address of Principal Executive Offices, including Zip Code)


        AMENDED AND RESTATED 1999 STOCK OPTION AND RESTRICTED STOCK PLAN
                    AND NON-QUALIFIED STOCK OPTION AGREEMENTS
                            (Full title of the plan)


                                Calvin D. Smiley
                                    President
                          Telecom Wireless Corporation
                         5299 DTC Boulevard, Suite 1120
                               Englewood, CO 80111
                     (Name and address of agent for service)


                                 (303) 416-4000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                     Proposed   Proposed
                                                     maximum    maximum
Title  of  each  class                   Amount      offering   aggregate   Amount  of
of  securities                           to  be        price    offering   registration
to  be  registered                    registered(1)  per  unit   price        fee
------------------                    -------------  ---------   -----        ---


<S>                                       <C>        <C>       <C>          <C>
Common Stock, $.001 par value per share,
underlying non-qualified stock option
agreements . . . . . . . . . . . . . . .  1,453,732  $8.73(2)  $12,691,080  $3,350.45
Common Stock, $.001 par value per share,
underlying options issued under the Plan    175,668  $8.92(2)  $ 1,566,959  $  413.68
Common Stock, $.001 par value per share.    624,332  $5.06(3)  $ 3,159,120  $  834.00
                                          ---------            -----------  ---------
TOTAL. . . . . . . . . . . . . . . . . .  2,253,732            $17,417,159  $4,598.13

<FN>

(1)     Pursuant  to  Rule 416, Telecom Wireless Corporation is also registering
such  indeterminate  number  of shares of common stock that may be issuable upon
exercise  of stock options by reason of stock splits, stock dividends or similar
transactions.

(2)     Estimated  in  accordance  with  Rule  457(h)  solely for the purpose of
calculating  the  registration fee on the basis of the weighted average exercise
price  of  (i)  $8.92  per  share for outstanding options to purchase a total of
175,668 shares of common stock granted pursuant to the Amended and Restated 1999
Stock  Option  and  Restricted  Stock  Plan,  and  (ii)  $8.73  per  shares  for
outstanding  options  to  purchase  a  total of 1,453,732 shares of common stock
granted  pursuant  to  Non-Qualified  Stock  Option  Agreements.

(3)     Estimated  in  accordance  with  Rule  457(h)  solely for the purpose of
calculating the registration fee on the basis of $5.06 per share (the average of
the  high and low prices of the Registrant's common stock as reported on the OTC
Bulletin Board of March 10, 2000) for the 624,332 additional shares reserved for
issuance  under  the Amended and Restated 1999 Stock Option and Restricted Stock
Plan.
</TABLE>


                                        1
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part  I of the
Registration  Statement on Form S-8 will be sent or given to participants in the
Amended  and  Restated  1999  Stock Option and Restricted Stock Plan (the "Stock
Plan")  and  holders  of  the Non-Qualified Stock Option Agreements as specified
under  Rule  428(b)(i)  under  the  Securities  Act  of  1933,  as  amended (the
"Securities  Act").  In accordance with Rule 428(a) under the Securities Act and
the  requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The Registrant shall maintain a file of such
documents  in accordance with the provisions of Rule 428(a) under the Securities
Act.  Upon  request, the Registrant shall furnish to the Commission or its staff
a  copy  or  copies  of  all  documents  included  in  such  file.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents,  which  have  been  filed  by  Telecom  Wireless
Corporation  with  the Commission are incorporated by reference herein and shall
be  deemed  a  part  hereof.

(1)     Registration  Statement  on  Form SB-2 effective February 24, 2000 (File
No.  333-91717),  filed  pursuant  to  the  Securities  Act  of 1933, as amended
("Securities  Act").

(2)     All  reports  filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act  of 1934, as amended (the "Exchange Act") since February 24, 2000.

(3)     The  description  of  the  Company's  Common  Stock, par value $.001 per
share,  contained  in  its  Registration  Statement on Form SB-2 filed under the
Securities  Act,  including  any  amendment  or  report filed for the purpose of
updating  such  description

     All  other  documents  filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of  a post-effective
amendment  to  this  Registration  Statement which indicates that all securities
offered  have  been  sold  or  which  de-registers all securities then remaining
unsold,  shall  be  deemed  to be incorporated by reference in this Registration
Statement  and  to  be  a  part hereof from the date of filing of such documents
(such  documents, and the documents enumerated above, being hereinafter referred
to  collectively  as  the  "Incorporated  Documents")

     Any  statement  contained in an Incorporated Document shall be deemed to be
modified and superseded for the purposes of this Prospectus to the extent that a
statement  contained  therein  or  in  any other subsequently filed Incorporated
Document modifies or supersedes such statement.  Any such statements so modified
or  superseded  shall  not  be  deemed,  except as so modified or superseded, to
constitute  a  part  of  this  Prospectus.

ITEM  4.   DESCRIPTION  OF  SECURITIES

     Not  Applicable

ITEM  5.   INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  Applicable

                                        2
<PAGE>

ITEM  6.   INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Article  XI  of  the  Company's  Articles  of  Incorporation,  as  amended,
provides:

     "The  Corporation  shall  provide indemnification and/or exculpation to its
Directors,  Officers, employees, agents and other entities which deal with it to
the  maximum  extent  provided,  and  under  the terms provided, by the laws and
decisions  of  the  courts of the State of Utah and by any additional applicable
federal  or  state  laws  or  court  decisions.

     Article  XI of the Company's Bylaws provide that provisions with respect to
indemnification  and  exculpation  shall  be  as  set  forth  in the Articles of
Incorporation.

     Section  16-10a-841  of  the Utah Revised Business Corporation Act provides
generally  that a corporation may eliminate or limit the liability of a director
to  the  corporation  or to its shareholders for monetary damages for any action
taken or any failure to take action as a director, except liability for: (a) the
amount  of financial benefit received by a director to which he is not entitled,
(b)  an  intentional  infliction of harm on the corporation or the shareholders;
(c)  unlawful  distributions;  (d)  an  intentional  violation  of criminal law.

ITEM  7.   EXEMPTION  FROM  REGISTRATION  CLAIMED

     The restricted securities not acquired under a registration statement filed
under  the  Securities  Act which are to be reoffered or resold pursuant to this
registration  statement  were originally issued by the Company either to Selling
Shareholders,  who,  at  the  time of issuance were officers or employees of the
Company,  pursuant to the exemption from registration provided by Rule 701 under
the  Securities  Act  of  1933,  or  to Selling Shareholders, who at the time of
issuance  were  officers  or  key  employees  of  the  Company,  pursuant to the
exemptions  from  registration  provided  by  Section  4(2)  and/or  Rule 506 of
Regulation  D  under  the  Securities  Act.  Each of the latter group of Selling
Shareholders  had  access to adequate information prior to his or acquisition of
stock  as a result of a business relationship with the Company.  In addition, at
the  time  of purchase, each such Selling Shareholder represented that he or she
was  acquiring  such  securities for his own account for investment, without any
present  intention  of  selling  or  further  distributing  the  same.

ITEM  8.   EXHIBITS

Number        Description  of  Document

4.1(1)        Amended and Restated 1999 Stock Option and Restricted Stock Plan
4.2*          Written  Compensation  Agreement between the Company and Paul Hart
4.3*          Written  Compensation  Agreement  between  the  Company  and Jerry
              "Michau" Yuen
4.4(2)        Non-Qualified  Stock  Option  Agreements
5.1*          Opinion  of  Kruse,  Landa  &  Maycock,  L.L.C.
23.1*         Consent  of  Kruse,  Landa & Maycock, L.L.C. (included in Exhibit
              5.1)
23.2*         Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC, Englewood,
              Colorado
23.3*         Consent of Gerstle, Rosen & Associates, P.A., Boca Raton, Florida
23.4*         Consent  of  Girardin,  Baldwin & Associates LLP, Naples, Florida
99.1*         Reoffer  Prospectus
______________________
*     Filed  herewith

(1)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  SB-2  (Exhibit  10.28)  (Reg.  No. 333-91717) as previously filed with the
Securities  and  Exchange  Commission.

(2)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  SB-2  (Exhibits  10.7,  10.8  and 10.9) (Reg. No. 333-91717) as previously
filed  with  the  Securities  and  Exchange  Commission.

                                        3
<PAGE>

ITEM  9.  UNDERTAKINGS

(a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post  effective  amendment  to  this  registration  statement:

(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act;

(ii)     To  reflect  in  the  prospectus  any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  registration  statement.

(iii)     To  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
Registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to section 13(a) or section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the 1934 Act)
that  is incorporated by reference in the registration statement shall be deemed
to  be  a new registration statement relating to the securities offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification  is  against public policy as expressed in the
Securities  Act  of  1933  and is, therefore, unenforceable. In the event that a
claim  for  indemnification  against such liabilities (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person  of  the Registrant in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection with the securities being registered, the Registrant will, unless
in  the  opinion  of  its  counsel  the  matter  has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  it  is  against  public  policy  as  expressed in the
Securities  Act  of  1933 and will be governed by the final adjudication of such
issue.

                                        4
<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Amendment to
Registration  Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood, State of Colorado, on March 14, 2000.

                              TELECOM  WIRELESS  CORPORATION


                              By:  /s/ Calvin D. Smiley
                                   Calvin  D.  Smiley,  President  and
                                   Chief  Executive  Officer

                             POWER  OF  ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  hereby  constitutes  and  appoints James C. Roberts, Calvin D. Smiley and
Kosta  S.  Kovachev,  and  each  or  any  of  them,  his  or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or  her  and  in  his  or  her  name,  place and stead, in any and all
capacities,  to  sign  any  registration statement filed pursuant to Rule 462(b)
under  the  Securities  Act  of  1933  and  any  and  all  amendments (including
post-effective  amendments)  to  this  registration  statement  and  to  any
registration statement filed pursuant to Rule 462(b), and to file same, with all
exhibits  thereto  and,  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent  full  power  and authority to do and perform each and every act and thing
requisite  and  necessary to be done in and about the foregoing, as fully to all
intents  and purposes as he or she might or could do in person, hereby ratifying
and  confirming  all  that said attorney-in-fact and agent or either of them, or
their  or  his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

<TABLE>
<CAPTION>

Signature               Title                                        Date
---------               -----                                        ----


<S>                    <C>                                          <C>

/s/ James C. Roberts
---------------------  Chairman of the Board and Director           March 14, 2000
James C. Roberts


/s/ Calvin D. Smiley
---------------------  President, Principal Executive Officer       March 14, 2000
Calvin D. Smiley       and Director


/s/ Kosta S. Kovachev
---------------------  Principal Financial Officer                  March 14, 2000
Kosta S. Kovachev      and Director


/s/ C. Stephen Guyer
---------------------  Vice President-Corporate Finance,            March 14, 2000
C. Stephen Guyer       Controller and Principal Accounting Officer
</TABLE>

                                        5
<PAGE>
                                EXHIBIT INDEX

Number        Description  of  Document

4.1(1)        Amended and Restated 1999 Stock Option and Restricted Stock Plan

4.2*          Written  Compensation  Agreement between the Company and Paul Hart

4.3*          Written  Compensation  Agreement  between  the  Company  and Jerry
              "Michau" Yuen

4.4(2)        Non-Qualified  Stock  Option  Agreements

5.1*          Opinion  of  Kruse,  Landa  &  Maycock,  L.L.C.

23.1*         Consent  of  Kruse,  Landa & Maycock, L.L.C. (included in Exhibit
              5.1)

23.2*         Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC, Englewood,
              Colorado

23.3*         Consent of Gerstle, Rosen & Associates, P.A., Boca Raton, Florida

23.4*         Consent  of  Girardin,  Baldwin & Associates LLP, Naples, Florida

99.1*         Reoffer  Prospectus
______________________

*     Filed  herewith

(1)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  SB-2  (Exhibit  10.28)  (Reg.  No. 333-91717) as previously filed with the
Securities  and  Exchange  Commission.

(2)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  SB-2  (Exhibits  10.7,  10.8  and 10.9) (Reg. No. 333-91717) as previously
filed  with  the  Securities  and  Exchange  Commission.

                                        6
<PAGE>
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          TELECOM WIRELESS CORPORATION
             (Exact name of registrant as specified in its charter)

          Utah                                        94-3172556
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

              5299 DTC Boulevard, Suite 1120, Englewood, CO  80111
          (Address of Principal Executive Offices, including Zip Code)

        AMENDED AND RESTATED 1999 STOCK OPTION AND RESTRICTED STOCK PLAN
                    AND NON-QUALIFIED STOCK OPTION AGREEMENTS
                            (Full title of the plan)

                                Calvin D. Smiley
                                    President
                          Telecom Wireless Corporation
                         5299 DTC Boulevard, Suite 1120
                               Englewood, CO 80111
                     (Name and address of agent for service)

                                 (303) 416-4000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed   Proposed
                                                     maximum    maximum
Title  of  each  class                   Amount      offering   aggregate   Amount  of
of  securities                           to  be        price    offering   registration
to  be  registered                    registered(1)  per  unit   price        fee
------------------                    -------------  ---------   -----        ---
Common Stock, $.001 par value per share,
underlying non-qualified stock option
agreements . . . . . . . . . . . . . . .  1,453,732  $8.73(2)  $12,691,080  $3,350.45
Common Stock, $.001 par value per share,
underlying options issued under the Plan    175,668  $8.92(2)  $ 1,566,959  $  413.68
Common Stock, $.001 par value per share.    624,332  $5.06(3)  $ 3,159,120  $  834.00
                                          ---------            -----------  ---------
TOTAL. . . . . . . . . . . . . . . . . .  2,253,732            $17,417,159  $4,598.13
(1)     Pursuant  to  Rule 416, Telecom Wireless Corporation is also registering
such  indeterminate  number  of shares of common stock that may be issuable upon
exercise  of stock options by reason of stock splits, stock dividends or similar
transactions.

(2)     Estimated  in  accordance  with  Rule  457(h)  solely for the purpose of
calculating  the  registration fee on the basis of the weighted average exercise
price  of  (i)  $8.92  per  share for outstanding options to purchase a total of
175,668 shares of common stock granted pursuant to the Amended and Restated 1999
Stock  Option  and  Restricted  Stock  Plan,  and  (ii)  $8.73  per  shares  for
outstanding  options  to  purchase  a  total of 1,453,732 shares of common stock
granted  pursuant  to  Non-Qualified  Stock  Option  Agreements.

(3)     Estimated  in  accordance  with  Rule  457(h)  solely for the purpose of
calculating the registration fee on the basis of $5.06 per share (the average of
the  high and low prices of the Registrant's common stock as reported on the OTC
Bulletin Board of March 10, 2000) for the 624,332 additional shares reserved for
issuance  under  the Amended and Restated 1999 Stock Option and Restricted Stock
Plan.
1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part  I of the
Registration  Statement on Form S-8 will be sent or given to participants in the
Amended  and  Restated  1999  Stock Option and Restricted Stock Plan (the "Stock
Plan")  and  holders  of  the Non-Qualified Stock Option Agreements as specified
under  Rule  428(b)(i)  under  the  Securities  Act  of  1933,  as  amended (the
"Securities  Act").  In accordance with Rule 428(a) under the Securities Act and
the  requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The Registrant shall maintain a file of such
documents  in accordance with the provisions of Rule 428(a) under the Securities
Act.  Upon  request, the Registrant shall furnish to the Commission or its staff
a  copy  or  copies  of  all  documents  included  in  such  file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.   INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents,  which  have  been  filed  by  Telecom  Wireless
Corporation  with  the Commission are incorporated by reference herein and shall
be  deemed  a  part  hereof.

(1)     Registration  Statement  on  Form SB-2 effective February 24, 2000 (File
No.  333-91717),  filed  pursuant  to  the  Securities  Act  of 1933, as amended
("Securities  Act").

(2)     All  reports  filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act  of 1934, as amended (the "Exchange Act") since February 24, 2000.

(3)     The  description  of  the  Company's  Common  Stock, par value $.001 per
share,  contained  in  its  Registration  Statement on Form SB-2 filed under the
Securities  Act,  including  any  amendment  or  report filed for the purpose of
updating  such  description

     All  other  documents  filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of  a post-effective
amendment  to  this  Registration  Statement which indicates that all securities
offered  have  been  sold  or  which  de-registers all securities then remaining
unsold,  shall  be  deemed  to be incorporated by reference in this Registration
Statement  and  to  be  a  part hereof from the date of filing of such documents
(such  documents, and the documents enumerated above, being hereinafter referred
to  collectively  as  the  "Incorporated  Documents")

     Any  statement  contained in an Incorporated Document shall be deemed to be
modified and superseded for the purposes of this Prospectus to the extent that a
statement  contained  therein  or  in  any other subsequently filed Incorporated
Document modifies or supersedes such statement.  Any such statements so modified
or  superseded  shall  not  be  deemed,  except as so modified or superseded, to
constitute  a  part  of  this  Prospectus.

ITEM  4.   DESCRIPTION  OF  SECURITIES

     Not  Applicable

ITEM  5.   INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     Not  Applicable

                                        2
ITEM  6.   INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Article  XI  of  the  Company's  Articles  of  Incorporation,  as  amended,
provides:

     "The  Corporation  shall  provide indemnification and/or exculpation to its
Directors,  Officers, employees, agents and other entities which deal with it to
the  maximum  extent  provided,  and  under  the terms provided, by the laws and
decisions  of  the  courts of the State of Utah and by any additional applicable
federal  or  state  laws  or  court  decisions.

     Article  XI of the Company's Bylaws provide that provisions with respect to
indemnification  and  exculpation  shall  be  as  set  forth  in the Articles of
Incorporation.

     Section  16-10a-841  of  the Utah Revised Business Corporation Act provides
generally  that a corporation may eliminate or limit the liability of a director
to  the  corporation  or to its shareholders for monetary damages for any action
taken or any failure to take action as a director, except liability for: (a) the
amount  of financial benefit received by a director to which he is not entitled,
(b)  an  intentional  infliction of harm on the corporation or the shareholders;
(c)  unlawful  distributions;  (d)  an  intentional  violation  of criminal law.

ITEM  7.   EXEMPTION  FROM  REGISTRATION  CLAIMED

     The restricted securities not acquired under a registration statement filed
under  the  Securities  Act which are to be reoffered or resold pursuant to this
registration  statement  were originally issued by the Company either to Selling
Shareholders,  who,  at  the  time of issuance were officers or employees of the
Company,  pursuant to the exemption from registration provided by Rule 701 under
the  Securities  Act  of  1933,  or  to Selling Shareholders, who at the time of
issuance  were  officers  or  key  employees  of  the  Company,  pursuant to the
exemptions  from  registration  provided  by  Section  4(2)  and/or  Rule 506 of
Regulation  D  under  the  Securities  Act.  Each of the latter group of Selling
Shareholders  had  access to adequate information prior to his or acquisition of
stock  as a result of a business relationship with the Company.  In addition, at
the  time  of purchase, each such Selling Shareholder represented that he or she
was  acquiring  such  securities for his own account for investment, without any
present  intention  of  selling  or  further  distributing  the  same.

ITEM  8.   EXHIBITS

Number        Description  of  Document

4.1(1)        Amended and Restated 1999 Stock Option and Restricted Stock Plan
4.2*          Written  Compensation  Agreement between the Company and Paul Hart
4.3*          Written  Compensation  Agreement  between  the  Company  and Jerry
              "Michau" Yuen
4.4(2)        Non-Qualified  Stock  Option  Agreements
5.1*          Opinion  of  Kruse,  Landa  &  Maycock,  L.L.C.
23.1*         Consent  of  Kruse,  Landa & Maycock, L.L.C. (included in Exhibit
              5.1)
23.2*         Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC, Englewood,
              Colorado
23.3*         Consent of Gerstle, Rosen & Associates, P.A., Boca Raton, Florida
23.4*         Consent  of  Girardin,  Baldwin & Associates LLP, Naples, Florida
99.1*         Reoffer  Prospectus
______________________
*     Filed  herewith

(1)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  SB-2  (Exhibit  10.28)  (Reg.  No. 333-91717) as previously filed with the
Securities  and  Exchange  Commission.

(2)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  SB-2  (Exhibits  10.7,  10.8  and 10.9) (Reg. No. 333-91717) as previously
filed  with  the  Securities  and  Exchange  Commission.

                                        3
ITEM  9.  UNDERTAKINGS

(a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post  effective  amendment  to  this  registration  statement:

(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act;

(ii)     To  reflect  in  the  prospectus  any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement.
Notwithstanding  the foregoing, any increase or decrease in volume of securities
offered  (if  the total dollar value of securities offered would not exceed that
which  was  registered)  and  any  deviation  from  the  low  or high end of the
estimated  maximum  offering  range  may  be reflected in the form of prospectus
filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
changes  in  volume and price represent no more than a 20% change in the maximum
aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
table  in  the  effective  registration  statement.

(iii)     To  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required  to  be  included  in a post-effective amendment by those paragraphs is
contained  in  periodic reports filed with or furnished to the Commission by the
Registrant  pursuant  to  Section 13 or Section 15(d) of the Securities Exchange
Act  of  1934  that are incorporated by reference in the registration statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to section 13(a) or section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the 1934 Act)
that  is incorporated by reference in the registration statement shall be deemed
to  be  a new registration statement relating to the securities offered therein,
and  the  offering  of  such  securities  at that time shall be deemed to be the
initial  bona  fide  offering  thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission  such  indemnification  is  against public policy as expressed in the
Securities  Act  of  1933  and is, therefore, unenforceable. In the event that a
claim  for  indemnification  against such liabilities (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person  of  the Registrant in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection with the securities being registered, the Registrant will, unless
in  the  opinion  of  its  counsel  the  matter  has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  it  is  against  public  policy  as  expressed in the
Securities  Act  of  1933 and will be governed by the final adjudication of such
issue.

                                        4
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Amendment to
Registration  Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood, State of Colorado, on March 14, 2000.

                              TELECOM  WIRELESS  CORPORATION

                              By:  /s/ Calvin D. Smiley
                                   Calvin  D.  Smiley,  President  and
                                   Chief  Executive  Officer

                             POWER  OF  ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  hereby  constitutes  and  appoints James C. Roberts, Calvin D. Smiley and
Kosta  S.  Kovachev,  and  each  or  any  of  them,  his  or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or  her  and  in  his  or  her  name,  place and stead, in any and all
capacities,  to  sign  any  registration statement filed pursuant to Rule 462(b)
under  the  Securities  Act  of  1933  and  any  and  all  amendments (including
post-effective  amendments)  to  this  registration  statement  and  to  any
registration statement filed pursuant to Rule 462(b), and to file same, with all
exhibits  thereto  and,  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent  full  power  and authority to do and perform each and every act and thing
requisite  and  necessary to be done in and about the foregoing, as fully to all
intents  and purposes as he or she might or could do in person, hereby ratifying
and  confirming  all  that said attorney-in-fact and agent or either of them, or
their  or  his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.
Signature               Title                                        Date
---------               -----                                        ----
/s/ James C. Roberts
---------------------  Chairman of the Board and Director           March 14, 2000
James C. Roberts

/s/ Calvin D. Smiley
---------------------  President, Principal Executive Officer       March 14, 2000
Calvin D. Smiley       and Director

/s/ Kosta S. Kovachev
---------------------  Principal Financial Officer                  March 14, 2000
Kosta S. Kovachev      and Director

/s/ C. Stephen Guyer
---------------------  Vice President-Corporate Finance,            March 14, 2000
C. Stephen Guyer       Controller and Principal Accounting Officer
5
EXHIBIT INDEX

Number        Description  of  Document

4.1(1)        Amended and Restated 1999 Stock Option and Restricted Stock Plan

4.2*          Written  Compensation  Agreement between the Company and Paul Hart

4.3*          Written  Compensation  Agreement  between  the  Company  and Jerry
              "Michau" Yuen

4.4(2)        Non-Qualified  Stock  Option  Agreements

5.1*          Opinion  of  Kruse,  Landa  &  Maycock,  L.L.C.

23.1*         Consent  of  Kruse,  Landa & Maycock, L.L.C. (included in Exhibit
              5.1)

23.2*         Consent  of  Ehrhardt  Keefe  Steiner  &  Hottman  PC, Englewood,
              Colorado

23.3*         Consent of Gerstle, Rosen & Associates, P.A., Boca Raton, Florida

23.4*         Consent  of  Girardin,  Baldwin & Associates LLP, Naples, Florida

99.1*         Reoffer  Prospectus
______________________

*     Filed  herewith

(1)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  SB-2  (Exhibit  10.28)  (Reg.  No. 333-91717) as previously filed with the
Securities  and  Exchange  Commission.

(2)     Incorporated  by  reference  from Registrant's Registration Statement on
Form  SB-2  (Exhibits  10.7,  10.8  and 10.9) (Reg. No. 333-91717) as previously
filed  with  the  Securities  and  Exchange  Commission.

                                        6