content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on June 13, 1996.
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                        ____________________________________
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ____________________________________
                      HEARTLAND WIRELESS COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
                      
             
             DELAWARE                                          75-1435149
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                        Identification Number)
                                   903 N. BOWSER
                                     SUITE 140
                              RICHARDSON, TEXAS  75081
                (Address of Principal Executive Offices) (Zip Code)
                                 __________________
                      HEARTLAND WIRELESS COMMUNICATIONS, INC.
                                    401(K) PLAN
                              (Full title of the plan)
  
                             J. CURTIS HENDERSON, ESQ.
                         VICE PRESIDENT AND GENERAL COUNSEL
                      HEARTLAND WIRELESS COMMUNICATIONS, INC.
                                   903 N. BOWSER
                                     SUITE 140
                              RICHARDSON, TEXAS  75081
                                   (214) 479-9244
    (Name and address, including zip code, and telephone number, including area
                            code, of agent for service)
                ___________________________________________________
                                      Copy to:
                                    KENT JAMISON
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                                  2200 ROSS AVENUE
                                     SUITE 2200
                                DALLAS, TEXAS  75201
                                   (214) 740-8000
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
   <S>                          <C>                   <C>                      <C>                      <C>
  ====================================================================================================================================
   Title of Securities          Amount to be          Proposed Maximum         Proposed Maximum             Amount of
        to be Registered         Registered           Offering Price per       Aggregate Offering       Registration Fee *
                                                            Share *                  Price*
  - ------------------------------------------------------------------------------------------------------------------------------------
    Common Stock, $.001         500,000 shares             $25.3125              $12,656,250.00              $4,364.23
    par value
  ====================================================================================================================================
  </TABLE>
  * Estimated solely for the purpose of calculating the registration fee.  This
  fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
  1933, as amended, on the basis of the average of the high and low prices for
  the Common Stock of the Company on the Nasdaq Stock Market National Market on
  June 11, 1996.
  
    In addition, pursuant to Rule 416 under the Securities Act of 1933, as
  amended, this Registration Statement also covers (i) shares of Common Stock of
  the Company issuable to prevent dilution resulting from stock splits, stock
  dividends or similar transactions and (ii) an indeterminate amount of interests
  in the employee benefit plan described herein to be offered or sold pursuant to
  the plan described herein.
  <PAGE>   2
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
    The information specified by Item 1 of Part I of Form S-8 is omitted from
  this filing in accordance with the provisions of Rule 428 under the Securities
  Act of 1933, as amended, and the introductory note to Part I of Form S-8.  The
  document(s) containing the information specified in Part I will be sent or
  given to employees as specified by Rule 428(b)(1).
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
    The information specified by Item 2 of Part I of Form S-8 is omitted from
  this filing in accordance with the provisions of Rule 428 under the Securities
  Act of 1933, as amended, and the introductory note to Part I of Form S-8.  The
  document(s) containing the information specified in Part I will be sent or
  given to employees as specified by Rule 428(b)(1).
  
  
  
  
  
                                        I-1
  <PAGE>   3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
    The documents set forth below are hereby incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Heartland Wireless
  Communications, Inc., a Delaware corporation (the "Company"), and the Heartland
  Wireless Communications, Inc. 401(k) Plan (the "Plan") pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), prior to the filing of a post-effective amendment that
  indicates that the securities offered hereby have been sold or which
  deregisters the securities offered hereby then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof commencing on the respective dates on which such documents are
  filed.
  
     (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995.
  
     (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
    Exchange Act since the end of the fiscal year covered by the Annual Report
    referred to in (1) above.
  
     (3)  The description of the Company's Common Stock contained in the
    Company's Form 8-A Registration Statement filed with the Commission pursuant
    to the Exchange Act, including any amendments or reports filed for the
    purposes of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
    Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
    Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
     Pursuant to Section 102(b)(7) of the Delaware General Corporation Law (the
    "DGCL"), Article VI of the Company's Restated Certificate of Incorporation
    eliminates the liability of the Company's directors to the Company or its
    stockholders, except for liabilities related to breach of duty of loyalty,
    actions not in good faith and certain other liabilities.
  
     Section 145 of the DGCL provides for indemnification by the Company of its
    directors and officers.  In addition, Article IX, Section 1 of the Company's
    Restated By-Laws requires the Company to indemnify any current or former
    director or officer to the fullest extent permitted by the DGCL.  In
    addition, the Company has entered into indemnity agreement with its
    directors, which obligate the Company to indemnify such directors to the
    fullest extent permitted by the DGCL.  In addition, the Company maintains
    officers' and directors' liability insurance that insures against liabilities
    that officers and directors of the Company may incur in such capacities.
  
     Reference is made to the form of Underwriting Agreement filed as Exhibit 1.1
    to the Company's Registration Statement on Form S-1 (File No. 33-74244) which
    provides for indemnification of the directors and officers of the Company
    signing such registration statement and
  
  
  
  
  
                                        II-1
  <PAGE>   4
    certain controlling persons of the Company against certain liabilities,
    including those arising under the Securities Act in certain instances by the
    underwriters.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
    Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
  Exhibit Number         Description
  - --------------         -----------
    <S>    <C>
    4.1    Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's
           Registration Statement on Form S-1 (File Number 33-74244) (the "Form S-1")).
  
    4.2    Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1.)
  
    4.3    Heartland Wireless Communications, Inc. 401(k) Plan.
  
    5.1    Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
  
    23.1   Consent of KPMG Peat Marwick LLP (Heartland Wireless Communications, Inc.).
  
    23.2   Consent of Arthur Andersen LLP.
  
    23.3   Consent of Coopers & Lybrand L.L.P.
  
    23.4   Consent of KPMG Peat Marwick LLP (Cross Country Division).
  
    23.5   Consent of KPMG Peat Marwick LLP (TechniVision, Inc.).
  
    23.6   Consent of Locke Purnell Rain Harrell (A Professional Corporation) (included in its opinion filed as Exhibit
           5.1).
  
    24   Power of Attorney (included on the signature page of this Registration Statement).
  </TABLE>
  
    The Company hereby undertakes that it will submit or has submitted the Plan
  and any amendments thereto to the Internal Revenue Service (the "IRS") in a
  timely manner and has made or will make all changes required by the IRS in
  order to qualify the Plan under Section 401 of the Internal Revenue Code.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)  The Company 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 (the
                            "Act");
  
  
  
  
  
                                        II-2
  <PAGE>   5
                      (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 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 Company
                      pursuant to Section 13 or Section 15(d) of the Securities
                      Exchange Act of 1934 (the "Exchange Act") that are
                      incorporated by reference in the Registration Statement.
  
                (2)   That, for the purpose of determining any liability under
                      the Act, 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.
  
                (4)   That, for purposes of determining any liability under the
                      Act, each filing of the Company's annual report pursuant
                      to Section 13(a) or Section 15(d) of the Exchange Act 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.
  
                (5)   Insofar as indemnification for liabilities arising under
                      the Act may be permitted to directors, officers and
                      controlling persons of the Company pursuant to the
                      foregoing provisions, or otherwise, the Company 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 Company of
                      expenses incurred or paid by a director, officer or
                      controlling person of the Company 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 Company 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.
  
  
  
  
  
                                        II-3
  <PAGE>   6
                                 POWER OF ATTORNEY
  
    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints J.R. Holland, Jr., John R. Bailey and J. Curtis
  Henderson, each of them or any one of them, as his or her true and lawful
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution, to execute in the name and on behalf of such person, in any and
  all capacities, any or all amendments (including post-effective amendments) to
  this Registration Statement now or hereafter filed by or on behalf of Heartland
  Wireless Communications, Inc. (the "Company") covering securities issued or
  issuable under or in connection with the Company's 401(k) Plan (as now or
  hereafter amended) and to file the same, with all exhibits thereto, and other
  documents required in connection therewith, with the Securities and Exchange
  Commission and any state or other securities authority, granting unto said
  attorneys-in-fact and agents, and each of them or any of them, full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as such person might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, and each of them or any
  one of them, or his substitute or substitutes, may lawfully do or cause to be
  done by virtue hereof.
  
  
  
  
                                     SIGNATURES
  
    Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Form S-8
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Richardson, State of Texas, on the 13th day of
  June, 1996.
  
                                           HEARTLAND WIRELESS COMMUNICATIONS, INC.
  
  
                                          By: /s/ J. Curtis Henderson
                                              -----------------------------------
                                              J. Curtis Henderson
                                              Vice President and General Counsel
  
  
  
  
  
                                        II-4
  <PAGE>   7
    Pursuant to the requirements of the Securities Act of 1933, this Form S-8
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                        Title                                         Date
  - ---------                        -----                                         ----
  <S>                              <C>                                           <C>
  /s/ J.R. Holland, Jr.            Chairman of the Board and Director            June 13, 1996
  - ----------------------------                                                                       
  J. R. Holland, Jr.
  
  /s/ David E. Webb                President, Chief Executive Officer and        June 13, 1996
  - ----------------------------     Director (Principal Executive Officer)                     
  David E. Webb                    
  
  /s/ John R. Bailey               Senior Vice President - Finance, Chief        June 13, 1996
  - ----------------------------     Financial Officer, Treasurer and Secretary
  John R. Bailey                   (Principal Financial Officer)
                                                                  
  /s/ David D. Hagey               Vice President and Controller                 June 13, 1996
  - ----------------------------     (Principal Accounting Officer)
  David D. Hagey 
  
  /s/ Alvin H. Lane, Jr.           Director                                      June 13, 1996
  - ----------------------------                                                                       
  Alvin H. Lane, Jr.
  
  /s/ Dennis M. O'Rourke           Director                                      June 13, 1996
  - ----------------------------                                                                       
  Dennis M. O'Rourke
  
  /s/ John A. Sprague              Director                                      June 13, 1996
  - ----------------------------                                                                       
  John A. Sprague
  
  /s/ Wes W. Watkins               Director                                      June 13, 1996
  - ----------------------------                                                                       
  Wes W. Watkins
  
  /s/ L. Allen Wheeler             Director                                      June 13, 1996
  - ----------------------------                                                                       
  L. Allen Wheeler
  </TABLE>
  
  
       Pursuant to the requirements of the Securities Act of 1933, the trustee
  (or other persons who administer the Plan) has duly caused this Form S-8
  Registration Statement to be signed on behalf of the Plan by the undersigned,
  thereunto duly authorized, in the City of St. Louis, State of Missouri, on the
  13th day of June, 1996.
  
                                    HEARTLAND WIRELESS COMMUNICATIONS,
                                    INC. 401(K) PLAN
  
  
  
                                    By:  A.G. Edwards Trust Company, Trustee
                                         of the Heartland Wireless Communications,
                                         Inc. 401(k) Plan
  
  
  
                                          By: /s/  PETER J. OSTER 
                                              ------------------------------------
                                          Printed Name: Peter J. Oster
                                                        --------------------------
                                          Title: Associate Vice President
                                                 ---------------------------------
                                              
  
  
  
  
                                        II-5
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
                                                                                                                 Sequentially
                                                                                                                   Numbered
      Exhibit Number                                         Description                                             Page     
      --------------                                         -----------                                        --------------
           <S>           <C>                                                                                          <C>
           4.1           Restated Certificate of Incorporation of the Company (incorporated by reference to           N/A
                         Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File Number 33-
                         74244) (the "Form S-1"))
           4.2           Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the              N/A
                         Form S-1)
  
           4.3           Heartland Wireless Communications, Inc. 401(k) Plan                                            9
  
           5.1           Opinion of Locke Purnell Rain Harrell (A Professional Corporation)                            94
  
          23.1           Consent of KPMG Peat Marwick LLP (Heartland Wireless Communications, Inc.)                    96
  
          23.2           Consent of Arthur Andersen LLP                                                                97
  
          23.3           Consent of Coopers & Lybrand L.L.P.                                                           98
  
          23.4           Consent of KPMG Peat Marwick LLP (Cross Country Division)                                     99
  
          23.5           Consent of KPMG Peat Marwick LLP (TechniVision, Inc.)                                        100
  
          23.6           Consent of Locke Purnell Rain Harrell (A Professional Corporation) (included in              N/A
                         its opinion filed as Exhibit 5.1)
  
           24            Power of Attorney (included on the signature page of this Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22738}]
metadata_filer: {"company-data": {"conformed-name": "HEARTLAND WIRELESS COMMUNICATIONS INC", "cik": "0000917707", "assigned-sic": "4841", "irs-number": "731435149", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05943", "film-number": "96580632"}, "business-address": {"street1": "903 N BOWSER STE 140", "city": "RICHARDSON", "state": "TX", "zip": "75081", "phone": "2144799244"}}
text: 1
  
       As filed with the Securities and Exchange Commission on June 13, 1996.
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                        ____________________________________
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ____________________________________
                      HEARTLAND WIRELESS COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
                      
             
             DELAWARE                                          75-1435149
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                        Identification Number)
                                   903 N. BOWSER
                                     SUITE 140
                              RICHARDSON, TEXAS  75081
                (Address of Principal Executive Offices) (Zip Code)
                                 __________________
                      HEARTLAND WIRELESS COMMUNICATIONS, INC.
                                    401(K) PLAN
                              (Full title of the plan)
  
                             J. CURTIS HENDERSON, ESQ.
                         VICE PRESIDENT AND GENERAL COUNSEL
                      HEARTLAND WIRELESS COMMUNICATIONS, INC.
                                   903 N. BOWSER
                                     SUITE 140
                              RICHARDSON, TEXAS  75081
                                   (214) 479-9244
    (Name and address, including zip code, and telephone number, including area
                            code, of agent for service)
                ___________________________________________________
                                      Copy to:
                                    KENT JAMISON
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                                  2200 ROSS AVENUE
                                     SUITE 2200
                                DALLAS, TEXAS  75201
                                   (214) 740-8000
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
   Title of Securities          Amount to be          Proposed Maximum         Proposed Maximum             Amount of
        to be Registered         Registered           Offering Price per       Aggregate Offering       Registration Fee *
                                                            Share *                  Price*
  - ------------------------------------------------------------------------------------------------------------------------------------
    Common Stock, $.001         500,000 shares             $25.3125              $12,656,250.00              $4,364.23
    par value
  ====================================================================================================================================
  * Estimated solely for the purpose of calculating the registration fee.  This
  fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
  1933, as amended, on the basis of the average of the high and low prices for
  the Common Stock of the Company on the Nasdaq Stock Market National Market on
  June 11, 1996.
  
    In addition, pursuant to Rule 416 under the Securities Act of 1933, as
  amended, this Registration Statement also covers (i) shares of Common Stock of
  the Company issuable to prevent dilution resulting from stock splits, stock
  dividends or similar transactions and (ii) an indeterminate amount of interests
  in the employee benefit plan described herein to be offered or sold pursuant to
  the plan described herein.
  2
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
    The information specified by Item 1 of Part I of Form S-8 is omitted from
  this filing in accordance with the provisions of Rule 428 under the Securities
  Act of 1933, as amended, and the introductory note to Part I of Form S-8.  The
  document(s) containing the information specified in Part I will be sent or
  given to employees as specified by Rule 428(b)(1).
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
    The information specified by Item 2 of Part I of Form S-8 is omitted from
  this filing in accordance with the provisions of Rule 428 under the Securities
  Act of 1933, as amended, and the introductory note to Part I of Form S-8.  The
  document(s) containing the information specified in Part I will be sent or
  given to employees as specified by Rule 428(b)(1).
  
                                        I-1
  3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
    The documents set forth below are hereby incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Heartland Wireless
  Communications, Inc., a Delaware corporation (the "Company"), and the Heartland
  Wireless Communications, Inc. 401(k) Plan (the "Plan") pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), prior to the filing of a post-effective amendment that
  indicates that the securities offered hereby have been sold or which
  deregisters the securities offered hereby then remaining unsold, shall be
  deemed to be incorporated by reference in this Registration Statement and to be
  a part hereof commencing on the respective dates on which such documents are
  filed.
  
     (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995.
  
     (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
    Exchange Act since the end of the fiscal year covered by the Annual Report
    referred to in (1) above.
  
     (3)  The description of the Company's Common Stock contained in the
    Company's Form 8-A Registration Statement filed with the Commission pursuant
    to the Exchange Act, including any amendments or reports filed for the
    purposes of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
    Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
    Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
     Pursuant to Section 102(b)(7) of the Delaware General Corporation Law (the
    "DGCL"), Article VI of the Company's Restated Certificate of Incorporation
    eliminates the liability of the Company's directors to the Company or its
    stockholders, except for liabilities related to breach of duty of loyalty,
    actions not in good faith and certain other liabilities.
  
     Section 145 of the DGCL provides for indemnification by the Company of its
    directors and officers.  In addition, Article IX, Section 1 of the Company's
    Restated By-Laws requires the Company to indemnify any current or former
    director or officer to the fullest extent permitted by the DGCL.  In
    addition, the Company has entered into indemnity agreement with its
    directors, which obligate the Company to indemnify such directors to the
    fullest extent permitted by the DGCL.  In addition, the Company maintains
    officers' and directors' liability insurance that insures against liabilities
    that officers and directors of the Company may incur in such capacities.
  
     Reference is made to the form of Underwriting Agreement filed as Exhibit 1.1
    to the Company's Registration Statement on Form S-1 (File No. 33-74244) which
    provides for indemnification of the directors and officers of the Company
    signing such registration statement and
  
                                        II-1
  4
    certain controlling persons of the Company against certain liabilities,
    including those arising under the Securities Act in certain instances by the
    underwriters.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
    Not Applicable.
  
  ITEM 8.  EXHIBITS.
  Exhibit Number         Description
  - --------------         -----------
  4.1    Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's
           Registration Statement on Form S-1 (File Number 33-74244) (the "Form S-1")).
  
    4.2    Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1.)
  
    4.3    Heartland Wireless Communications, Inc. 401(k) Plan.
  
    5.1    Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
  
    23.1   Consent of KPMG Peat Marwick LLP (Heartland Wireless Communications, Inc.).
  
    23.2   Consent of Arthur Andersen LLP.
  
    23.3   Consent of Coopers & Lybrand L.L.P.
  
    23.4   Consent of KPMG Peat Marwick LLP (Cross Country Division).
  
    23.5   Consent of KPMG Peat Marwick LLP (TechniVision, Inc.).
  
    23.6   Consent of Locke Purnell Rain Harrell (A Professional Corporation) (included in its opinion filed as Exhibit
           5.1).
  
    24   Power of Attorney (included on the signature page of this Registration Statement).
  The Company hereby undertakes that it will submit or has submitted the Plan
  and any amendments thereto to the Internal Revenue Service (the "IRS") in a
  timely manner and has made or will make all changes required by the IRS in
  order to qualify the Plan under Section 401 of the Internal Revenue Code.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)  The Company 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 (the
                            "Act");
  
                                        II-2
  5
                      (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 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 Company
                      pursuant to Section 13 or Section 15(d) of the Securities
                      Exchange Act of 1934 (the "Exchange Act") that are
                      incorporated by reference in the Registration Statement.
  
                (2)   That, for the purpose of determining any liability under
                      the Act, 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.
  
                (4)   That, for purposes of determining any liability under the
                      Act, each filing of the Company's annual report pursuant
                      to Section 13(a) or Section 15(d) of the Exchange Act 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.
  
                (5)   Insofar as indemnification for liabilities arising under
                      the Act may be permitted to directors, officers and
                      controlling persons of the Company pursuant to the
                      foregoing provisions, or otherwise, the Company 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 Company of
                      expenses incurred or paid by a director, officer or
                      controlling person of the Company 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 Company 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.
  
                                        II-3
  6
                                 POWER OF ATTORNEY
  
    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints J.R. Holland, Jr., John R. Bailey and J. Curtis
  Henderson, each of them or any one of them, as his or her true and lawful
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution, to execute in the name and on behalf of such person, in any and
  all capacities, any or all amendments (including post-effective amendments) to
  this Registration Statement now or hereafter filed by or on behalf of Heartland
  Wireless Communications, Inc. (the "Company") covering securities issued or
  issuable under or in connection with the Company's 401(k) Plan (as now or
  hereafter amended) and to file the same, with all exhibits thereto, and other
  documents required in connection therewith, with the Securities and Exchange
  Commission and any state or other securities authority, granting unto said
  attorneys-in-fact and agents, and each of them or any of them, full power and
  authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as such person might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, and each of them or any
  one of them, or his substitute or substitutes, may lawfully do or cause to be
  done by virtue hereof.
  
                                     SIGNATURES
  
    Pursuant to the requirements of the Securities Act of 1933, the Company
  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 Form S-8
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Richardson, State of Texas, on the 13th day of
  June, 1996.
  
                                           HEARTLAND WIRELESS COMMUNICATIONS, INC.
  
                                          By: /s/ J. Curtis Henderson
                                              -----------------------------------
                                              J. Curtis Henderson
                                              Vice President and General Counsel
  
                                        II-4
  7
    Pursuant to the requirements of the Securities Act of 1933, this Form S-8
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                        Title                                         Date
  - ---------                        -----                                         ----
  /s/ J.R. Holland, Jr.            Chairman of the Board and Director            June 13, 1996
  - ----------------------------                                                                       
  J. R. Holland, Jr.
  
  /s/ David E. Webb                President, Chief Executive Officer and        June 13, 1996
  - ----------------------------     Director (Principal Executive Officer)                     
  David E. Webb                    
  
  /s/ John R. Bailey               Senior Vice President - Finance, Chief        June 13, 1996
  - ----------------------------     Financial Officer, Treasurer and Secretary
  John R. Bailey                   (Principal Financial Officer)
                                                                  
  /s/ David D. Hagey               Vice President and Controller                 June 13, 1996
  - ----------------------------     (Principal Accounting Officer)
  David D. Hagey 
  
  /s/ Alvin H. Lane, Jr.           Director                                      June 13, 1996
  - ----------------------------                                                                       
  Alvin H. Lane, Jr.
  
  /s/ Dennis M. O'Rourke           Director                                      June 13, 1996
  - ----------------------------                                                                       
  Dennis M. O'Rourke
  
  /s/ John A. Sprague              Director                                      June 13, 1996
  - ----------------------------                                                                       
  John A. Sprague
  
  /s/ Wes W. Watkins               Director                                      June 13, 1996
  - ----------------------------                                                                       
  Wes W. Watkins
  
  /s/ L. Allen Wheeler             Director                                      June 13, 1996
  - ----------------------------                                                                       
  L. Allen Wheeler
  Pursuant to the requirements of the Securities Act of 1933, the trustee
  (or other persons who administer the Plan) has duly caused this Form S-8
  Registration Statement to be signed on behalf of the Plan by the undersigned,
  thereunto duly authorized, in the City of St. Louis, State of Missouri, on the
  13th day of June, 1996.
  
                                    HEARTLAND WIRELESS COMMUNICATIONS,
                                    INC. 401(K) PLAN
  
                                    By:  A.G. Edwards Trust Company, Trustee
                                         of the Heartland Wireless Communications,
                                         Inc. 401(k) Plan
  
                                          By: /s/  PETER J. OSTER 
                                              ------------------------------------
                                          Printed Name: Peter J. Oster
                                                        --------------------------
                                          Title: Associate Vice President
                                                 ---------------------------------
                                              
  
                                        II-5
  8
                                 INDEX TO EXHIBITS
  Sequentially
                                                                                                                   Numbered
      Exhibit Number                                         Description                                             Page     
      --------------                                         -----------                                        --------------
  4.1           Restated Certificate of Incorporation of the Company (incorporated by reference to           N/A
                         Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File Number 33-
                         74244) (the "Form S-1"))
           4.2           Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the              N/A
                         Form S-1)
  
           4.3           Heartland Wireless Communications, Inc. 401(k) Plan                                            9
  
           5.1           Opinion of Locke Purnell Rain Harrell (A Professional Corporation)                            94
  
          23.1           Consent of KPMG Peat Marwick LLP (Heartland Wireless Communications, Inc.)                    96
  
          23.2           Consent of Arthur Andersen LLP                                                                97
  
          23.3           Consent of Coopers & Lybrand L.L.P.                                                           98
  
          23.4           Consent of KPMG Peat Marwick LLP (Cross Country Division)                                     99
  
          23.5           Consent of KPMG Peat Marwick LLP (TechniVision, Inc.)                                        100
  
          23.6           Consent of Locke Purnell Rain Harrell (A Professional Corporation) (included in              N/A
                         its opinion filed as Exhibit 5.1)
  
           24            Power of Attorney (included on the signature page of this Registration Statement)