SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C.  20549

                       SCHEDULE 13G
       Under the Securities Exchange Act of 1934

                       (Amendment No. 1)*  

            Name of Issuer:  Incomnet, Inc.

Title of Class of Securities:  common stock, no par value

               CUSIP Number:   453365-20-7

  (Date of Event Which Requires Filing of this Statement)

                       November 4, 1998

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

 /   /  Rule 13d-1(b)
/X /  Rule 13d-1(c)
/   /   Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).

CUSIP Number:  453365-20-7

1.  Name of Reporting Person
    I.R.S. Identification No. of Above Person

         Allan Rothstein
         
2.  Check the Appropriate Box if a Member of a Group

         a.   
         b.    X

3.  SEC Use Only


4.  Citizenship or Place of Organization

         United States

Number of Shares Beneficially Owned by Each Reporting Person
With:

5.  Sole Voting Power:

          250,000 

6.  Shared Voting Power:
         

7.  Sole Dispositive Power:

          250,000

8.  Shared Dispositive Power:


9.  Aggregate Amount Beneficially Owned by Each Reporting
Person

          250,000

10. Check Box if the Aggregate Amount in Row (9) Excludes
    Certain Shares X

Pursuant to the terms of a Stock Purchase and Release
Agreement Among Gary Kaplowitz, Allan Rothstein, 
S&R Holdings, Ironwood Telecom LLC, Incomnet, Inc. 
and John P. Casey, dated November 4, 1998,
Allan Rothstein owns Series B Preferred Shares, 
the principal and accrued interest of which is
currently convertible into 250,000
shares of such common stock.  Mr. Rothstein'
business partner, Gary Kaplowitz, beneficially
owns an identical number of shares. Row (9)
excludes all of the shares held by Mr. Kaplowitz
and Mr. Rothstein disclaims beneficial ownership
of any securities of Incomnet, Inc. owned by 
Mr. Kaplowitz.


11. Percent of Class Represented by Amount in Row (9)

          1.2%

12. Type of Reporting Person

          IN

Item 1(a) Name of Issuer:  Incomnet, Inc.              

      (b) Address of Issuer's Principal Executive Offices:

     21031 Ventura Boulevard, Suite 1100
     Woodland Hills, California 91364

Item 2(a) - (c).  Name, Principal Business Address, and
Citizenship of Persons Filing:

          Allan Rothstein - United States citizen
          125 Broad Street, 15th Floor
          New York, NY 10004

    (d)   Title of Class of Securities:

     common stock, no par value

    (e)   CUSIP Number:  453365-20-7

Item 3.  If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:

    (a)  / / Broker or dealer registered under Section 15 of
             the Act,

    (b)  / / Bank as defined in Section 3(a)(6) of the Act,

    (c)  / / Insurance Company as defined in
             Section 3(a)(19) of the Act,

    (d)  / / Investment Company registered under Section 8
             of the Investment Company Act,

    (e)  / / Investment Adviser registered under Section 203
             of the Investment Advisers Act of 1940,

    (f)  / / Employee Benefit Plan, Pension Fund which is
             subject to the provisions of the Employee
             Retirement Income Security Act of 1974 or
             Endowment Fund,

    (g)  / / Parent Holding Company, in accordance with Rule
             13d-1(b)(ii)(G),

    (h)  / / Savings association as defined in Section 3(b)
             of the Federal Deposit Insurance Act,

    (i)  / / Church plan excluded from the definition of an
             investment company under Section 3(c)(14) of
             the Investment Company Act,

    (j)  / / Group, in accordance with Rule 13d-
             1(b)(1)(ii)(H).

If this statement is filed pursuant to Rule 13d-1(c), check
this box. / X/

 Item 4. Ownership.
         
         (a) Amount Beneficially Owned: 250,000

         (b) Percent of Class: 1.2%

         (c) 0 shares with shared power to vote or to direct
             the vote; 250,000 shares with sole power to
             vote or to direct the vote; 0 shares with
             shared power to dispose or to direct the
             disposition of; 250,000 shares with the sole
             power to dispose or to direct the disposition of.

Pursuant to the terms of a Stock Purchase and Release
Agreement Among Gary Kaplowitz, Allan Rothstein, 
S&R Holdings, Ironwood Telecom LLC, Incomnet, Inc. 
and John P. Casey, dated November 4, 1998,
Allan Rothstein owns Series B Preferred Shares, 
the principal and accrued interest of which is
currently convertible into approximately 250,000
shares of such common stock.  Mr. Rothstein's
business partner, Gary Kaplowitz, beneficially
owns an identical number of shares. Row (9)
excludes all of the shares held by Mr. Kaplowitz
and Mr. Rothstein disclaims beneficial ownership
of any securities of Incomnet, Inc. owned by 
Mr. Kaplowitz.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of
the date hereof, the reporting person has ceased to be
the beneficial owner of more than five percent of the
class of securities check the following [X].

Item 6.  Ownership of More than Five Percent on Behalf of
         Another Person.

         N/A

Item 7.  Identification and Classification of the Subsidiary
         Which Acquired the Security Being Reported by the
         Parent Holding Company.
    
         N/A

Item 8.  Identification and Classification of Members of the
         Group.
    
         N/A

Item 9.  Notice of Dissolution of the Group.
    
         N/A

Item 10.

    Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.

          SIGNATURES

After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.

    /s/ Allan Rothstein
    _________________________               
    Allan Rothstein                     
   
    Date: February 10, 1999