8-K

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

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)
                                FEBRUARY 19, 1999

                            CS WIRELESS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                      333-3288                23-2751747    
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer 
      of incorporation)                                      Identification No.)

           1101 SUMMIT AVENUE
              PLANO, TEXAS                                           75074  
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (972) 398-5300



ITEM 5.  OTHER EVENTS

     CS Wireless Systems, Inc. (the "Company") announced on February 19, 1999 
the departures of David E. Webb, the Company's Chief Executive Officer, and 
Thomas Dixon, the Company's Executive Vice President. A copy of the press 
release announcing the departures is annexed to this Form 8-K as Exhibit 
99.1. Jared Abbruzzese, the Company's Chairman of the Board, was appointed to 
the position of Acting Chief Executive Officer. Mr. Abburzzese serves as 
Chief Executive Officer of CAI Wireless Systems, Inc. ("CAI"), the largest 
stockholder of the Company. Derwood Edge, Senior Vice President and Chief 
Systems Officer of CAI, was appointed as the Acting Chief Operating Officer 
of the Company.

ITEM 7.      FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND
             EXHIBITS

         (c)  Exhibits

              99.1       Press Release dated February 19, 1999

                                   SIGNATURES

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

DATED: March 2, 1999                   CS WIRELESS SYSTEMS, INC.

                                           BY: /s/  Albert G. McGrath, Jr.
                                               ---------------------------
                                               ALBERT G. MCGRATH, JR.
                                               VICE PRESIDENT

EX-99.1

                                  EXHIBIT 99.1



FOR IMMEDIATE RELEASE

                                         Contact:

                                         Albert G. McGrath, Jr. - CS Wireless
                                         972/398-5300

CS WIRELESS SYSTEMS, INC. ANNOUNCES CHANGE IN MANAGEMENT STRUCTURE

PLANO, Texas, February 19, 1999 - CS Wireless Systems, Inc. ("CS Wireless") 
today announced that the company's Chief Executive Officer, David E. Webb, 
has left CS Wireless to join a privately held entity formed to acquire and 
develop cable interests, wireless and hardwire, in various regions in the 
United States and Latin America. Mr. Webb has committed to be available to CS 
Wireless for a period of up to fourteen months in order to assist the company 
with its efforts to submit filings with the Federal Communications Commission 
for authorization for the two-way use of the MMDS spectrum and its 
restructuring initiatives. The company's Executive Vice President, Thomas 
Dixon, has resigned from the company to pursue cable opportunities in the 
mid-western region of the United States, but also committed to be available 
for up to one year to assist the company in connection with the two-way 
applications.

The company also announced a series of management changes designed to more 
closely align the interests and coordinate the efforts of the company with 
its largest stockholder, CAI Wireless Systems, Inc. (OTC:CWSS), relative to 
the filings to be made with the FCC. The changes will streamline the 
management structure of CS Wireless and CAI. Jared E. Abbruzzese, the Chief 
Executive Officer of CAI, will hold the title of Acting Chief Executive 
Officer of CS Wireless. Additionally, Derwood Edge, a Senior Vice President 
and the Chief Systems Officer of CAI, has assumed the title of Acting Chief 
Operating Officer of CS Wireless. CS Wireless' Senior Vice President - 
Finance, John Lund, has been named Chief Financial Officer of the Company.

Mr. Abbruzzese stated, "On behalf of CS Wireless and CAI Wireless, we extend 
our appreciation to Mr. Dixon who has been with the company since February 
1996 and to Mr. Webb who joined the company in the capacity of Chief 
Executive Officer in March 1997. The companies are grateful that Messrs. Webb 
and Dixon have committed to be available to CS Wireless during a critical 
time period."

In conjunction with the management changes, CS Wireless also announced that 
it has entered into an agreement with CAI for the purpose of coordinating the 
efforts of both companies with respect to two-way applications and the 
various agreements required in order to submit such filings with the FCC. CS 
Wireless has agreed to retain the engineering staff of CAI and has conferred 
upon CAI, subject certain Board approvals, the authority necessary for CAI to 
analyze, design and implement all aspects of the frequency coordination 
necessary for the two-way applications. The agreement calls for CS Wireless 
to pay to CAI the costs of the personnel provided, including benefits, and 
the facility and equipment utilized by the CAI personnel in delivering the 
services.



CAI and CS Wireless are developers, owners and operators of wireless 
telecommunications transport systems utilizing MMDS spectrum. Headquartered 
in Albany, New York, CAI has focused on the development of MMDS systems in 
the Northeast and Mid-Atlantic regions of the United States. It owns 
approximately 94% of the outstanding common stock of CS Wireless, which is 
headquartered in Plano, Texas. CS Wireless' markets are principally in the 
Southwestern and Mid-western regions of the United States.