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 28, 1997
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                               POWERTEL USA, INC.
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             (Exact name of registrant as specified in its charter)

            Delaware                0-14873                   84-0897771
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 (State or other jurisdiction    (Commission              (I.R.S. Employer
        of incorporation)         File Number)            Identification No.)


           77-564B Country Club Drive Suite 340, Palm Desert, CA    92211
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                 (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code      (619) 772-3100
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         (Former name or former address, if changed since last report.)















                               POWERTEL USA, INC.

                                      INDEX

Item Number and Caption                                        Page Number
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Item 5. Other Events .......................................        1















































ITEM 5.        OTHER EVENTS.


1.    On February 28, 1997,  the  Registrant  completed the  acquisition  of the
Theme Communications Group. The purchase price is $4 million,  payable in dollar
denominated preferred stock, convertible over 2 years.
      The Theme  companies  provide VCR and CD  products on a contract  basis to
clients like Citibank,  Chase,  and Bank of America.  The companies also publish
specialized  food and  in-flight  magazines.  Total  group  revenues  exceed $10
million annually.
      The companies products enable financial  institutions to use a "soft sell"
in their  efforts  to  collect  past due auto loan and  credit  card  debt.  The
products are proven to be very effective in dramatically  increasing  collection
rates without alienating the client.
      On March 3, 1997, a Federal  Bankruptcy  Court in Reno,  Nevada entered an
order appointing an interim Trustee to protect certain power  generating  assets
owned by a subsidiary.  of  Registrant  located in Fernley,  Nevada,  which were
purportedly the subject of a liquidation sale on February.  17, 1997, three days
after  an  involuntary   bankruptcy  petition  was  filed  by  three  creditors.
Registrant is contesting the validity of the filing of the involuntary  petition
by the  three  creditors,  one of which  is a former  officer  and  director  of
Registrant.  The interim  Trustee is expected to challenge the sale of the power
generating assets.

2.    The Nasdaq stock market  informed the registrant  that effective  March 5,
1997,  the Company's  shares would be de-listed  from the Small Cap market,  The
shares will continue to trade on the electronic bulletin board.





                                    SIGNATURE

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


                                          POWERTEL USA, INC.

                                           /s/ Kevin J. Quinn
                                          ---------------------------
                                          Kevin J. Quinn, Secretary

                                          Date   March 5, 1997
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