As filed with the Securities and Exchange Commission on March 19, 1999
                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      ------------------------------------

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933
                      ------------------------------------

                       EAGLE WIRELESS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                     <C>                               <C>       
                  TEXAS                                 3669                              76-0494995
      (State or other jurisdiction                (Primary Standard                   (I.R.S. Employer
           of incorporation or                Industrial Classification            Identification Number)
              organization)                         Code Number)
</TABLE>
                                                       H. DEAN CUBLEY
            910 GEMINI AVENUE                 EAGLE TELECOM INTERNATIONAL, INC.
        HOUSTON, TEXAS 77058-2704                     910 GEMINI AVENUE
              (281)280-0488                       HOUSTON, TEXAS 77058-2704
     (Address, and telephone number                    (281) 280-0488
     of principal executive offices)         (Name, address and telephone number
                                                    of agent for service)


                  CONSULTING AGREEMENT WITH MEGA HOLDING CORP.
            CONSULTING AGREEMENT WITH OTC COMMUNICATIONS CORPORATION
                            (Full Title of the Plans)

                                   COPIES TO:
                                 RICHARD O. WEED
                                  ARCHER & WEED
                         4695 MACARTHUR COURT, SUITE 530
                         NEWPORT BEACH, CALIFORNIA 92660
                              PHONE (949) 475-9086
                            FACSIMILE (949) 475-9087
                              ---------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
               TITLE OF                                     PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
           SECURITIES TO BE                AMOUNT BEING      OFFERING PRICE         AGGREGATE        REGISTRATION
              REGISTERED                   REGISTERED(1)      PER SHARE(2)      OFFERING PRICE(2)         FEE
----------------------------------------- ---------------- ------------------- -------------------- ----------------
----------------------------------------- ---------------- ------------------- -------------------- ----------------
<S>                                           <C>              <C>                 <C>                   <C> 
Common Stock, par value
$.001 per share......................         600,000          $2.453125           $1,471,875            $409
----------------------------------------- ---------------- ------------------- -------------------- ----------------
--------------------------------------------------------------------------------------------------- ----------------

   TOTAL                                                                                                 $409
====================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
     number of shares of the issuer's common stock registered hereunder will be
     adjusted in the event of stock splits, stock dividends or similar
     transactions.
(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h), on the basis of the high and low
     prices of the common stock as reported by the OTC Electronic Bulletin Board
     on March 17, 1999.
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the company with the SEC are incorporated
herein by reference:

     The company's latest annual report filed pursuant to Section 13(a) or 15(d)
     of the Exchange Act of 1934, or, either (1) the company's latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act that contains
     audited financial statements for the company's latest fiscal year for which
     such statements have been filed, or (2) the company's effective
     registration statement on Form 10-SB filed under the Exchange Act
     containing audited financial statements for the company's latest fiscal
     year;

         All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above; and

     The description of the common stock that is contained in a registration
     statement or amendment thereto filed under Section 12 of the Exchange Act,
     including any amendment or report filed for the purpose of updating such
     description.

     All documents subsequently filed by the registrant pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
     post-effective amendment to the registration statement which indicates that
     all shares of common stock offered have been sold or which deregisters all
     of such shares then remaining unsold, shall be deemed to be incorporated by
     reference in the registration statement and to be a part thereof from the
     date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article XI of the Articles of Incorporation of the company provides for
indemnification of officers, directors, agents and employees of the company as
follows:

     (a)  The Corporation shall indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative (other than an action by or in the right of the
          Corporation) by reason of the fact that he is or was a director,
          officer, employee or agent of the Corporation, or is or was serving at
          the request of the Corporation as a director, officer, employee or
          agent of another corporation, partnership, joint venture, trust or
          other enterprise, against expenses (including attorneys' fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding if he acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of the
          Corporation, and, with respect to any criminal action or proceeding,
          had no reasonable cause to believe his conduct was unlawful. The
          termination of any action, suit or proceeding by judgment, order
          settlement, conviction or upon a plea of NOLO CONTENDERE or its
          equivalent, shall not, of itself, create a presumption that the person
          did not act in good faith and in a manner in which he reasonably
          believed to be in or not opposed to the best interests of the
          Corporation, and, with respect to any criminal action or proceeding,
          had reasonable cause to believe that his conduct was unlawful.
<PAGE>
     (b)  The Corporation shall indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action or suit by or in the right of the Corporation to procure a
          judgment in its favor by reason of the fact that he is or was a
          director, officer, employee or agent of the Corporation, or is or was
          serving at the request of the Corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection with the defense
          or settlement of such action or suit if he acted in good faith and in
          a manner he reasonably believed to be in or not opposed to the best
          interests of the Corporation and except that no indemnification shall
          be made in respect of any claim, issue or matter as to which such
          person shall have been adjudged to be liable to the Corporation unless
          and only to the extent that the District Court or the court in which
          such action or suit was brought shall determine upon application that,
          despite the adjudication of liability but in view of all the
          circumstances of the case, such person is fairly and reasonably
          entitled to indemnity for such expenses which the District Court or
          such other court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of the
          Corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in subsections (a) and
          (b) of this Article, or in defense of any claim, issue or matter
          therein, he shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

     (d)  Any indemnification under subsections (a) and (b) of this Article
          (unless ordered by a court) shall be made by the Corporation only as
          authorized in the specific case upon a determination that
          indemnification of the director, officer, employee or agent is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth in subsections (a) and (b) of this Article. Such
          determination shall be made (1) by the Board of Directors by a
          majority vote of a quorum consisting of directors who were not parties
          to such action, suit or proceeding, or (2) if such quorum is not
          obtainable, or, even if obtainable a quorum of disinterested directors
          so directs, by independent legal counsel in a written opinion, or (3)
          by the stockholders.

     (e)  Expenses (including attorneys' fees) incurred by an officer or
          director in defending any civil, criminal, administrative or
          investigative action, suit or proceeding may be paid by the
          Corporation in advance of the final disposition of such action, suit
          or proceeding upon receipt of an undertaking by or on behalf of such
          director or officer to repay such amount if it shall ultimately be
          determined that he is not entitled to be indemnified by the
          Corporation as authorized by this Article. Such expenses (including
          attorneys' fees) incurred by other employees and agents may be so paid
          upon such terms and conditions, if any, as the Board of Directors
          deems appropriate.

     (f)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, the other subsections of this Article shall not
          be deemed exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may be entitled under any
          bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, both as to action in his official capacity and as to action
          in another capacity while holding such office.

     (g)  The Corporation shall have the power to purchase and maintain
          insurance on behalf of any person who is or was a director, officer,
          employee or agent of the Corporation, or is or was serving at the
          request of the Corporation as a director, officer, employee or agent
          of another corporation, partnership, joint venture, trust or other
          enterprise against any liability asserted against him and incurred by
          him in any such capacity, or arising out of his status as such,
          whether or not the Corporation would have the power to indemnify him
          against such liability under this Article.

     (h)  For purposes of this Article references to "the Corporation" shall
          include, in addition to the resulting corporation, any constituent
          corporation (including any constituent of a constituent) absorbed in a
          consolidation or merger which, if its separate existence had
          continued, would have had the power and authority to indemnify its
          directors, officers, and employees or agents, so that any person who
          is or was a director, officer, employee or agent of such constituent
          corporation, or is or was serving at the request of such constituent
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise,
          shall stand in the same position under this Article with respect to
          the resulting or surviving corporation as he would have with respect
          to such constituent corporation if its separate existence had
          continued.

     (i)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, this Article shall, unless otherwise provided
          when authorized or ratified, continue as to a person who has ceased to
          be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such a person.
<PAGE>
The foregoing discussion of the company's Articles of Incorporation, and of the
Texas Business Corporation Act is not intended to be exhaustive and is qualified
in its entirety by such Articles of Incorporation and statutes, respectively.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed as part of this registration
statement:

EXHIBIT NO.                IDENTIFICATION OF EXHIBIT

4.2(2)   Common Stock Specimen
5.1(1)   Opinion Regarding Legality
10.1(1)  Mega Holding Corp. Consulting Agreement
10.2(1)  OTC Communications Corp. Consulting Agreement
23.1(1)  Consent of Counsel
23.2(1)  Consent of McManus & Company, independent public accountants

--------------------
(1)   Filed herewith.
(2)   Filed as an exhibit to the company's registration statement on Form SB-2,
      File No. 333-20011, which was filed with the SEC on January 17, 1997.

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 and of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the SEC
                      pursuant to Rule 424(b) if, in the aggregate, the changes
                      in volume and price represent no more than 20 percent
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective registration statement; and

                  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 (ii) do
                      not apply if the registration statement is on Form S-3 or
                      Form S-8, 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 SEC by
                      the registrant pursuant to Section 13 or 15(d) of the
                      Exchange Act that are incorporated by reference in the
                      registration statement.

              (2) That, for the purpose of determining any liability under the
                  Securities Act, 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.
<PAGE>
              (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.

                  (a) The undersigned registrant hereby undertakes that, for
                      purposes of determining liability under the Securities
                      Act, each filing of the registrant's annual report
                      pursuant to Section 13(a) or 15(d) of the Exchange Act
                      (and, where applicable, each filing of an employee benefit
                      plan's annual report pursuant to Section 15(d) of the
                      Exchange 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.

                  (b) Insofar as indemnification for liabilities arising under
                      the Securities Act may be permitted to directors, officers
                      and controlling persons of the registrant pursuant to the
                      provisions described in Item 6 above, 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
                      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 and will
                      be governed by the final adjudication of such issue.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 11th day of March,
1999.

                                     EAGLE WIRELESS INTERNATIONAL, INC.


                                     By: /s/ H. DEAN CUBLEY
                                         H. DEAN CUBLEY, Chief Executive Officer



         Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:


SIGNATURE                   TITLE                                 DATE

/s/ H. DEAN CUBLEY          President, Chief Executive Officer    March 11, 1999
H. Dean Cubley



/s/ RICHARD ROYALL          Chief Financial Officer (Principal    March 17, 1999
Richard Royall              Financial and Accounting Officer)



/s/ CHRISTOPHER W. FUTER    Director, Executive Vice-President    March 11, 1999
Christopher W. Futer        and Chief Operating Officer


/s/ A.L.  CLIFFORD          Director                              March 12, 1999
A.L. Clifford
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22406}]
{"company-data": {"conformed-name": "EAGLE WIRELESS INTERNATIONAL INC", "cik": "0001023139", "assigned-sic": "3669", "irs-number": "760494995", "state-of-incorporation": "TX", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74729", "film-number": "99569138"}, "business-address": {"street1": "910 GEMINI", "city": "HOUSTON", "state": "TX", "zip": "77058", "phone": "7132800488"}, "mail-address": {"street1": "EAGLE TELECOM INTERNATIONAL INC", "street2": "910 GEMINI", "city": "HOUSTON", "state": "TX", "zip": "77058"}, "former-company": {"former-conformed-name": "EAGLE TELECOM INTERNATIONAL INC", "date-changed": "19961217"}}
As filed with the Securities and Exchange Commission on March 19, 1999
                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      ------------------------------------

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933
                      ------------------------------------

                       EAGLE WIRELESS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)
TEXAS                                 3669                              76-0494995
      (State or other jurisdiction                (Primary Standard                   (I.R.S. Employer
           of incorporation or                Industrial Classification            Identification Number)
              organization)                         Code Number)
H. DEAN CUBLEY
            910 GEMINI AVENUE                 EAGLE TELECOM INTERNATIONAL, INC.
        HOUSTON, TEXAS 77058-2704                     910 GEMINI AVENUE
              (281)280-0488                       HOUSTON, TEXAS 77058-2704
     (Address, and telephone number                    (281) 280-0488
     of principal executive offices)         (Name, address and telephone number
                                                    of agent for service)

                  CONSULTING AGREEMENT WITH MEGA HOLDING CORP.
            CONSULTING AGREEMENT WITH OTC COMMUNICATIONS CORPORATION
                            (Full Title of the Plans)

                                   COPIES TO:
                                 RICHARD O. WEED
                                  ARCHER & WEED
                         4695 MACARTHUR COURT, SUITE 530
                         NEWPORT BEACH, CALIFORNIA 92660
                              PHONE (949) 475-9086
                            FACSIMILE (949) 475-9087
                              ---------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
               TITLE OF                                     PROPOSED MAXIMUM    PROPOSED MAXIMUM       AMOUNT OF
           SECURITIES TO BE                AMOUNT BEING      OFFERING PRICE         AGGREGATE        REGISTRATION
              REGISTERED                   REGISTERED(1)      PER SHARE(2)      OFFERING PRICE(2)         FEE
----------------------------------------- ---------------- ------------------- -------------------- ----------------
----------------------------------------- ---------------- ------------------- -------------------- ----------------
Common Stock, par value
$.001 per share......................         600,000          $2.453125           $1,471,875            $409
----------------------------------------- ---------------- ------------------- -------------------- ----------------
--------------------------------------------------------------------------------------------------- ----------------

   TOTAL                                                                                                 $409
====================================================================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
     number of shares of the issuer's common stock registered hereunder will be
     adjusted in the event of stock splits, stock dividends or similar
     transactions.
(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h), on the basis of the high and low
     prices of the common stock as reported by the OTC Electronic Bulletin Board
     on March 17, 1999.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the company with the SEC are incorporated
herein by reference:

     The company's latest annual report filed pursuant to Section 13(a) or 15(d)
     of the Exchange Act of 1934, or, either (1) the company's latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act that contains
     audited financial statements for the company's latest fiscal year for which
     such statements have been filed, or (2) the company's effective
     registration statement on Form 10-SB filed under the Exchange Act
     containing audited financial statements for the company's latest fiscal
     year;

         All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above; and

     The description of the common stock that is contained in a registration
     statement or amendment thereto filed under Section 12 of the Exchange Act,
     including any amendment or report filed for the purpose of updating such
     description.

     All documents subsequently filed by the registrant pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
     post-effective amendment to the registration statement which indicates that
     all shares of common stock offered have been sold or which deregisters all
     of such shares then remaining unsold, shall be deemed to be incorporated by
     reference in the registration statement and to be a part thereof from the
     date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article XI of the Articles of Incorporation of the company provides for
indemnification of officers, directors, agents and employees of the company as
follows:

     (a)  The Corporation shall indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative (other than an action by or in the right of the
          Corporation) by reason of the fact that he is or was a director,
          officer, employee or agent of the Corporation, or is or was serving at
          the request of the Corporation as a director, officer, employee or
          agent of another corporation, partnership, joint venture, trust or
          other enterprise, against expenses (including attorneys' fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding if he acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of the
          Corporation, and, with respect to any criminal action or proceeding,
          had no reasonable cause to believe his conduct was unlawful. The
          termination of any action, suit or proceeding by judgment, order
          settlement, conviction or upon a plea of NOLO CONTENDERE or its
          equivalent, shall not, of itself, create a presumption that the person
          did not act in good faith and in a manner in which he reasonably
          believed to be in or not opposed to the best interests of the
          Corporation, and, with respect to any criminal action or proceeding,
          had reasonable cause to believe that his conduct was unlawful.
(b)  The Corporation shall indemnify any person who was or is a party or is
          threatened to be made a party to any threatened, pending or completed
          action or suit by or in the right of the Corporation to procure a
          judgment in its favor by reason of the fact that he is or was a
          director, officer, employee or agent of the Corporation, or is or was
          serving at the request of the Corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust or other enterprise against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection with the defense
          or settlement of such action or suit if he acted in good faith and in
          a manner he reasonably believed to be in or not opposed to the best
          interests of the Corporation and except that no indemnification shall
          be made in respect of any claim, issue or matter as to which such
          person shall have been adjudged to be liable to the Corporation unless
          and only to the extent that the District Court or the court in which
          such action or suit was brought shall determine upon application that,
          despite the adjudication of liability but in view of all the
          circumstances of the case, such person is fairly and reasonably
          entitled to indemnity for such expenses which the District Court or
          such other court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of the
          Corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in subsections (a) and
          (b) of this Article, or in defense of any claim, issue or matter
          therein, he shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

     (d)  Any indemnification under subsections (a) and (b) of this Article
          (unless ordered by a court) shall be made by the Corporation only as
          authorized in the specific case upon a determination that
          indemnification of the director, officer, employee or agent is proper
          in the circumstances because he has met the applicable standard of
          conduct set forth in subsections (a) and (b) of this Article. Such
          determination shall be made (1) by the Board of Directors by a
          majority vote of a quorum consisting of directors who were not parties
          to such action, suit or proceeding, or (2) if such quorum is not
          obtainable, or, even if obtainable a quorum of disinterested directors
          so directs, by independent legal counsel in a written opinion, or (3)
          by the stockholders.

     (e)  Expenses (including attorneys' fees) incurred by an officer or
          director in defending any civil, criminal, administrative or
          investigative action, suit or proceeding may be paid by the
          Corporation in advance of the final disposition of such action, suit
          or proceeding upon receipt of an undertaking by or on behalf of such
          director or officer to repay such amount if it shall ultimately be
          determined that he is not entitled to be indemnified by the
          Corporation as authorized by this Article. Such expenses (including
          attorneys' fees) incurred by other employees and agents may be so paid
          upon such terms and conditions, if any, as the Board of Directors
          deems appropriate.

     (f)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, the other subsections of this Article shall not
          be deemed exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may be entitled under any
          bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, both as to action in his official capacity and as to action
          in another capacity while holding such office.

     (g)  The Corporation shall have the power to purchase and maintain
          insurance on behalf of any person who is or was a director, officer,
          employee or agent of the Corporation, or is or was serving at the
          request of the Corporation as a director, officer, employee or agent
          of another corporation, partnership, joint venture, trust or other
          enterprise against any liability asserted against him and incurred by
          him in any such capacity, or arising out of his status as such,
          whether or not the Corporation would have the power to indemnify him
          against such liability under this Article.

     (h)  For purposes of this Article references to "the Corporation" shall
          include, in addition to the resulting corporation, any constituent
          corporation (including any constituent of a constituent) absorbed in a
          consolidation or merger which, if its separate existence had
          continued, would have had the power and authority to indemnify its
          directors, officers, and employees or agents, so that any person who
          is or was a director, officer, employee or agent of such constituent
          corporation, or is or was serving at the request of such constituent
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise,
          shall stand in the same position under this Article with respect to
          the resulting or surviving corporation as he would have with respect
          to such constituent corporation if its separate existence had
          continued.

     (i)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, this Article shall, unless otherwise provided
          when authorized or ratified, continue as to a person who has ceased to
          be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such a person.
The foregoing discussion of the company's Articles of Incorporation, and of the
Texas Business Corporation Act is not intended to be exhaustive and is qualified
in its entirety by such Articles of Incorporation and statutes, respectively.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         The following exhibits are filed as part of this registration
statement:

EXHIBIT NO.                IDENTIFICATION OF EXHIBIT

4.2(2)   Common Stock Specimen
5.1(1)   Opinion Regarding Legality
10.1(1)  Mega Holding Corp. Consulting Agreement
10.2(1)  OTC Communications Corp. Consulting Agreement
23.1(1)  Consent of Counsel
23.2(1)  Consent of McManus & Company, independent public accountants

--------------------
(1)   Filed herewith.
(2)   Filed as an exhibit to the company's registration statement on Form SB-2,
      File No. 333-20011, which was filed with the SEC on January 17, 1997.

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 and of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the SEC
                      pursuant to Rule 424(b) if, in the aggregate, the changes
                      in volume and price represent no more than 20 percent
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective registration statement; and

                  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 (ii) do
                      not apply if the registration statement is on Form S-3 or
                      Form S-8, 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 SEC by
                      the registrant pursuant to Section 13 or 15(d) of the
                      Exchange Act that are incorporated by reference in the
                      registration statement.

              (2) That, for the purpose of determining any liability under the
                  Securities Act, 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.

                  (a) The undersigned registrant hereby undertakes that, for
                      purposes of determining liability under the Securities
                      Act, each filing of the registrant's annual report
                      pursuant to Section 13(a) or 15(d) of the Exchange Act
                      (and, where applicable, each filing of an employee benefit
                      plan's annual report pursuant to Section 15(d) of the
                      Exchange 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.

                  (b) Insofar as indemnification for liabilities arising under
                      the Securities Act may be permitted to directors, officers
                      and controlling persons of the registrant pursuant to the
                      provisions described in Item 6 above, 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
                      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 and will
                      be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 11th day of March,
1999.

                                     EAGLE WIRELESS INTERNATIONAL, INC.

                                     By: /s/ H. DEAN CUBLEY
                                         H. DEAN CUBLEY, Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated:

SIGNATURE                   TITLE                                 DATE

/s/ H. DEAN CUBLEY          President, Chief Executive Officer    March 11, 1999
H. Dean Cubley

/s/ RICHARD ROYALL          Chief Financial Officer (Principal    March 17, 1999
Richard Royall              Financial and Accounting Officer)

/s/ CHRISTOPHER W. FUTER    Director, Executive Vice-President    March 11, 1999
Christopher W. Futer        and Chief Operating Officer

/s/ A.L.  CLIFFORD          Director                              March 12, 1999
A.L. Clifford