EXHIBIT D


                     DRAW DOWN NOTICE/COMPLIANCE CERTIFICATE

                    World Wide Wireless Communications, Inc.


          The undersigned hereby certifies, with respect to shares of Common
Stock of World Wide Wireless Communications, Inc. (the "Company") issuable in
connection with this Draw Down Notice and Compliance Certificate dated
_____________ (the "Notice"), delivered pursuant to the Common Stock Purchase
Agreement dated as of January __, 2001 (the "Agreement"), as follows:

          1. The undersigned is the duly appointed Chief Executive Officer of
the Company.

          2. Except as set forth on the disclosure schedule attached hereto, the
representations and warranties of the Company set forth in the Agreement are
true and correct in all material respects as though made on and as of the date
hereof and all SEC Documents are as represented in Section 3.1(f) of the
Agreement.

          3. The Company has performed in all material respects all covenants
and agreements to be performed by the Company on or prior to the date of this
Draw Down Notice and has complied in all material respects with all obligations
and conditions contained in the Agreement.

          4. The Investment Amount is $___________.

          5. The Threshold Price, if any, is $__________.

          6. The Draw Down Pricing Period shall commence on ____________.

          The undersigned has executed this Certificate this ____ day of
________, _____.


                                        World Wide Wireless Communications, Inc.


                                        By:  ________________________________
                                        Name:
                                        Title: