6

                                
                                   Registration No. __________

As filed with the Securities and Exchange Commission on December
                            23, 1996.

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                                
                            FORM S-8
                                
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                

              TEL-COM WIRELESS CABLE TV CORPORATION
     (Exact name of registrant as specified in its charter)


     Florida                                      59-3175814
(State or other jurisdiction of                              (IRS
Employer Identification No.)
incorporation or organization)
                                        Fernand L. Duquette
501  W.  Grandview Avenue                      501  W.  Grandview
Avenue
Suite 201                               Suite 201
Daytona Beach, Florida 32018                      Daytona  Beach,
Florida 32018
(904) 226-9977                               (904) 226-9977
  (Address  and  telephone number                          (Name,
address, and telephone number,
of Registrant's Principal Executive Offices) including area
code of agent for service)

                                
  Consulting Agreement dated December 23, 1996, by and between
     Tel-Com Wireless Cable TV Corporation and Carl Caserta.
                    (Full title of the Plan)
                                
                           Copies to:
                                
                   J. Bennett Grocock, Esquire
                   Grocock, Loftis & Abramson
                     126 E. Jefferson Street
                       Orlando, FL  32801
                         (407) 422-0300

                CALCULATION OF REGISTRATION FEE
  Title of    Amount to     Proposed       Proposed      Amount
 securities       be         maximum        maximum        of
   to be      registered    offering       aggregate    registr
 registered                 price per   offering price   ation
                              share                       Fee
                                                        
   Common                                                   
   Stock       24,000 1       $4.94       $118,560 2    $35.57
 ($.001 par
   value)

Approximate  date of offering hereunder: As soon  as  practicable
after the effective date of this Registration Statement.


                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  following documents of Tel-Com Wireless Cable  TV
Corporation  (the  "Company"),  previously  filed  with  the
Securities  and  Exchange Commission,  are  incorporated  by
reference in this Registration Statement.

           (a)   Company's Annual Report on Form 10-KSB  for
the  fiscal  year  ended December 31, 1995,  and  all  other
reports,  if any, filed by the Company pursuant  to  Section
13(a)  or 15(d) of the Securities Exchange Act of 1934  (the
"Exchange Act") since December 31, 1995.

          (b)  The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-
A (File No:  0-25896) filed with the Securities and Exchange
Commission  under Section 12 of the Exchange  Act  including
any  subsequent amendments or reports filed for the  purpose
of updating such description.

      In  addition, all documents subsequently filed by  the
Company  pursuant to Sections 13(a), 13(c), 14 and 15(d)  of
the  Exchange  Act, prior to the filing of a  post-effective
amendment  which indicates that all securities offered  have
been sold or which deregisters 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.

Item 4.   Description of Securities.

      The  class  of  securities to be  offered  under  this
Registration Statement is registered under Section 12 of the
Securities Exchange Act of 1934 and is described under  Item
3.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

      Section  607.0850 of the Florida Business  Corporation
Act   permits   indemnification  of   directors,   officers,
employees   and  agents  of  a  corporation  under   certain
conditions and subject to certain limitations.  In addition,
Section  607.0831  of the Florida Business  Corporation  Act
provides  that  a  director  is not  personally  liable  for
monetary  damages to a corporation or any other  person  for
any  statement, vote, decision or failure to act,  regarding
corporate   management   or  policy   subject   to   certain
exceptions.   Reference  is  made  to  Article  IV  of   the
Registrant's Bylaws which provide for indemnification by the
Registrant in the manner and to the full extent permitted by
Florida law.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

      The  following  exhibits are filed  as  part  of  this
Registration Statement:


     Exhi  
     bit
                           Description
     No.
                                
      4.1  Articles  of Incorporation of the  Company,
           as  amended  (filed as Exhibit 3.1  to  the
           Company's  Registration Statement  on  Form
           SB-2,    File    No.    33-88788-A     (the
           "Registration       Statement"),        and
           incorporated herein by reference).
           
      4.2  Bylaws  of  the Company (filed  as  Exhibit
           3.2  to  the  Registration  Statement,  and
           incorporated herein by reference).
           
       5   Opinion of Grocock, Loftis & Abramson, a
           partnership including professional
           associations
           
      10   Consulting Agreement dated December 23,
           1996, by and between the Company and Carl
           Caserta.
           
     23.1  Consent of BDO Seidman, LLP
           
     23.2  Consent of Lovelace, Roby & Company, P.A.
           
     23.3  Consent of Grocock, Loftis & Abramson, a
           partnership including professional
           associations (included in its opinion
           filed as Exhibit 5 hereto)
           
      24   Power of Attorney (included on signature
           page of Registration Statement)
           


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 of 1933;

           (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;

          (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  Securities  and Exchange 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 Securities Exchange Act  of
1934)  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
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 Act and will be  governed
by the final adjudication of such issue.

                         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  Registration
Statement  to  be  signed on its behalf by the  undersigned,
thereunto duly authorized, in the City of Orlando, State  of
Florida, on the 23 day of December, 1996.

                            TEL-COM   WIRELESS   CABLE    TV
CORPORATION



                         By:/s/Fernand L. Duquette
                                  Fernand    L.    Duquette,
President


                      POWER OF ATTORNEY
                              
      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints FERNAND  L.
DUQUETTE,  his true and lawful attorney-in-fact  and  agent,
with full power of substitution and resubstitution, for  him
and   in  his  name,  place,  and  stead,  in  any  and  all
capacities, to sign any and all amendments (including  post-
effective amendments) to this Registration Statement and  to
file   the  same,  with  all  exhibits  thereto,  and  other
documents  in connection therewith, with the Securities  and
Exchange  Commission  and  any other  regulatory  authority,
granting unto said attorney-in-fact and agent full power and
authority  to  do and perform each and every act  and  thing
required and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do
in  person, hereby ratifying, approving, and confirming  all
that said attorney-in-fact and agent, or his substitute, 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 below  by
the  following persons in the capacities and  on  the  dates
indicated.

Signature                           Title             Date
                                                        
                                                    
/s/Fernand L. Duquette      Director, President     12/23/96
Fernand L. Duquette         and Treasurer           
                            (Principal Executive
                            Officer; Principal
                            Financial Officer and
                            Accounting Officer)
/s/Dennis J. Devlin                                               
Dennis J. Devlin            Director                12/23/96
                        
                            Director                _______
                                                    __
J. Richard Crowley                                  
                                                    
                            Director                _______
                                                    __
Richard L. Vega                                     



                        EXHIBIT INDEX


     Exhi                                                
      bit                  Description                 Pag
      No.                                               e
                                                       
      4.1   Articles  of Incorporation of the Company,   
            as  amended (filed as Exhibit 3.1  to  the
            Company's Registration Statement  on  Form
            SB-2,    File    No.    33-88788-A    (the
            "Registration       Statement"),       and
            incorporated herein by reference).
                                                       
      4.2   Bylaws  of  the Company (filed as  Exhibit 
            3.2  to  the  Registration Statement,  and
            incorporated herein by reference).
                                                       
       5    Opinion of Grocock, Loftis & Abramson, a   
            partnership including professional
            associations
                                                       
      10    Consulting Agreement dated December 23,    
            1996, by and between the Company and Carl
            Caserta.
                                                       
     23.1   Consent of BDO Seidman, LLP                
                                                       
     23.2   Consent of Lovelace, Roby & Company, P.A.  
                                                       
     23.3   Consent of Grocock, Loftis & Abramson, a   
            partnership including professional
            associations (included in its opinion
            filed as Exhibit 5 hereto)
            
      24    Power of Attorney (included on signature   
            page of Registration Statement)
                                                       


_______________________________
1  Shares  registered are to be issued pursuant to  a  Consulting
Agreement  dated  December  23,  1996,  by  and  between  Tel-Com
Wireless Cable TV Corporation and Carl Caserta.
2  For  the  purpose of computing the registration fee only,  the
price  shown  is  based upon the price of $4.94  per  share,  the
average  of  the closing bid and asked quotations for the  common
stock  of   Tel-Com Wireless Cable TV Corporation as reported  by
the  National  Association of Securities Dealers, Inc.  Automated
Quotation  System on December 11, 1996, in accordance  with  Rule
457.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15814}]
{"company-data": {"conformed-name": "TEL COM WIRELESS CABLE TV CORP", "cik": "0000929061", "assigned-sic": "4841", "irs-number": "593175814", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18681", "film-number": "96685422"}, "business-address": {"street1": "501 GRANDVIEW AVENUE SUITE 201", "city": "DAYTONA BEACH", "state": "FL", "zip": "32018", "phone": "9042269977"}}
6

                                
                                   Registration No. __________

As filed with the Securities and Exchange Commission on December
                            23, 1996.

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                                
                            FORM S-8
                                
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                

              TEL-COM WIRELESS CABLE TV CORPORATION
     (Exact name of registrant as specified in its charter)

     Florida                                      59-3175814
(State or other jurisdiction of                              (IRS
Employer Identification No.)
incorporation or organization)
                                        Fernand L. Duquette
501  W.  Grandview Avenue                      501  W.  Grandview
Avenue
Suite 201                               Suite 201
Daytona Beach, Florida 32018                      Daytona  Beach,
Florida 32018
(904) 226-9977                               (904) 226-9977
  (Address  and  telephone number                          (Name,
address, and telephone number,
of Registrant's Principal Executive Offices) including area
code of agent for service)

                                
  Consulting Agreement dated December 23, 1996, by and between
     Tel-Com Wireless Cable TV Corporation and Carl Caserta.
                    (Full title of the Plan)
                                
                           Copies to:
                                
                   J. Bennett Grocock, Esquire
                   Grocock, Loftis & Abramson
                     126 E. Jefferson Street
                       Orlando, FL  32801
                         (407) 422-0300

                CALCULATION OF REGISTRATION FEE
  Title of    Amount to     Proposed       Proposed      Amount
 securities       be         maximum        maximum        of
   to be      registered    offering       aggregate    registr
 registered                 price per   offering price   ation
                              share                       Fee
                                                        
   Common                                                   
   Stock       24,000 1       $4.94       $118,560 2    $35.57
 ($.001 par
   value)

Approximate  date of offering hereunder: As soon  as  practicable
after the effective date of this Registration Statement.

                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

      The  following documents of Tel-Com Wireless Cable  TV
Corporation  (the  "Company"),  previously  filed  with  the
Securities  and  Exchange Commission,  are  incorporated  by
reference in this Registration Statement.

           (a)   Company's Annual Report on Form 10-KSB  for
the  fiscal  year  ended December 31, 1995,  and  all  other
reports,  if any, filed by the Company pursuant  to  Section
13(a)  or 15(d) of the Securities Exchange Act of 1934  (the
"Exchange Act") since December 31, 1995.

          (b)  The description of the Company's Common Stock
contained in the Company's Registration Statement on Form 8-
A (File No:  0-25896) filed with the Securities and Exchange
Commission  under Section 12 of the Exchange  Act  including
any  subsequent amendments or reports filed for the  purpose
of updating such description.

      In  addition, all documents subsequently filed by  the
Company  pursuant to Sections 13(a), 13(c), 14 and 15(d)  of
the  Exchange  Act, prior to the filing of a  post-effective
amendment  which indicates that all securities offered  have
been sold or which deregisters 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.

Item 4.   Description of Securities.

      The  class  of  securities to be  offered  under  this
Registration Statement is registered under Section 12 of the
Securities Exchange Act of 1934 and is described under  Item
3.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

      Section  607.0850 of the Florida Business  Corporation
Act   permits   indemnification  of   directors,   officers,
employees   and  agents  of  a  corporation  under   certain
conditions and subject to certain limitations.  In addition,
Section  607.0831  of the Florida Business  Corporation  Act
provides  that  a  director  is not  personally  liable  for
monetary  damages to a corporation or any other  person  for
any  statement, vote, decision or failure to act,  regarding
corporate   management   or  policy   subject   to   certain
exceptions.   Reference  is  made  to  Article  IV  of   the
Registrant's Bylaws which provide for indemnification by the
Registrant in the manner and to the full extent permitted by
Florida law.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

      The  following  exhibits are filed  as  part  of  this
Registration Statement:

     Exhi  
     bit
                           Description
     No.
                                
      4.1  Articles  of Incorporation of the  Company,
           as  amended  (filed as Exhibit 3.1  to  the
           Company's  Registration Statement  on  Form
           SB-2,    File    No.    33-88788-A     (the
           "Registration       Statement"),        and
           incorporated herein by reference).
           
      4.2  Bylaws  of  the Company (filed  as  Exhibit
           3.2  to  the  Registration  Statement,  and
           incorporated herein by reference).
           
       5   Opinion of Grocock, Loftis & Abramson, a
           partnership including professional
           associations
           
      10   Consulting Agreement dated December 23,
           1996, by and between the Company and Carl
           Caserta.
           
     23.1  Consent of BDO Seidman, LLP
           
     23.2  Consent of Lovelace, Roby & Company, P.A.
           
     23.3  Consent of Grocock, Loftis & Abramson, a
           partnership including professional
           associations (included in its opinion
           filed as Exhibit 5 hereto)
           
      24   Power of Attorney (included on signature
           page of Registration Statement)
           

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 of 1933;

           (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;

          (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  Securities  and Exchange 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 Securities Exchange Act  of
1934)  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
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 Act and will be  governed
by the final adjudication of such issue.

                         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  Registration
Statement  to  be  signed on its behalf by the  undersigned,
thereunto duly authorized, in the City of Orlando, State  of
Florida, on the 23 day of December, 1996.

                            TEL-COM   WIRELESS   CABLE    TV
CORPORATION

                         By:/s/Fernand L. Duquette
                                  Fernand    L.    Duquette,
President

                      POWER OF ATTORNEY
                              
      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints FERNAND  L.
DUQUETTE,  his true and lawful attorney-in-fact  and  agent,
with full power of substitution and resubstitution, for  him
and   in  his  name,  place,  and  stead,  in  any  and  all
capacities, to sign any and all amendments (including  post-
effective amendments) to this Registration Statement and  to
file   the  same,  with  all  exhibits  thereto,  and  other
documents  in connection therewith, with the Securities  and
Exchange  Commission  and  any other  regulatory  authority,
granting unto said attorney-in-fact and agent full power and
authority  to  do and perform each and every act  and  thing
required and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do
in  person, hereby ratifying, approving, and confirming  all
that said attorney-in-fact and agent, or his substitute, 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 below  by
the  following persons in the capacities and  on  the  dates
indicated.

Signature                           Title             Date
                                                        
                                                    
/s/Fernand L. Duquette      Director, President     12/23/96
Fernand L. Duquette         and Treasurer           
                            (Principal Executive
                            Officer; Principal
                            Financial Officer and
                            Accounting Officer)
/s/Dennis J. Devlin                                               
Dennis J. Devlin            Director                12/23/96
                        
                            Director                _______
                                                    __
J. Richard Crowley                                  
                                                    
                            Director                _______
                                                    __
Richard L. Vega                                     

                        EXHIBIT INDEX

     Exhi                                                
      bit                  Description                 Pag
      No.                                               e
                                                       
      4.1   Articles  of Incorporation of the Company,   
            as  amended (filed as Exhibit 3.1  to  the
            Company's Registration Statement  on  Form
            SB-2,    File    No.    33-88788-A    (the
            "Registration       Statement"),       and
            incorporated herein by reference).
                                                       
      4.2   Bylaws  of  the Company (filed as  Exhibit 
            3.2  to  the  Registration Statement,  and
            incorporated herein by reference).
                                                       
       5    Opinion of Grocock, Loftis & Abramson, a   
            partnership including professional
            associations
                                                       
      10    Consulting Agreement dated December 23,    
            1996, by and between the Company and Carl
            Caserta.
                                                       
     23.1   Consent of BDO Seidman, LLP                
                                                       
     23.2   Consent of Lovelace, Roby & Company, P.A.  
                                                       
     23.3   Consent of Grocock, Loftis & Abramson, a   
            partnership including professional
            associations (included in its opinion
            filed as Exhibit 5 hereto)
            
      24    Power of Attorney (included on signature   
            page of Registration Statement)
                                                       

_______________________________
1  Shares  registered are to be issued pursuant to  a  Consulting
Agreement  dated  December  23,  1996,  by  and  between  Tel-Com
Wireless Cable TV Corporation and Carl Caserta.
2  For  the  purpose of computing the registration fee only,  the
price  shown  is  based upon the price of $4.94  per  share,  the
average  of  the closing bid and asked quotations for the  common
stock  of   Tel-Com Wireless Cable TV Corporation as reported  by
the  National  Association of Securities Dealers, Inc.  Automated
Quotation  System on December 11, 1996, in accordance  with  Rule
457.