VANGUARD CELLULAR SYSTEMS, INC. AND SUBSIDIARIES
                 CALCULATION OF FULLY DILUTED EARNINGS PER SHARE
               For The Three Months Ended March 31, 1996 and 1995

        (Amounts in thousands, except per share data)




                                                                        1996            1995

                                                                                

Net Income (Loss)                                                    $  2,621         $ (7,157)

Weighted average number of common shares outstanding                   41,313           40,686

Adjustments necessary to reflect weighted average number
of common shares outstanding on a fully diluted basis                   1,057            1,489

                                                                       42,370           42,175

Fully diluted earnings per share                                     $   0.06         $  (0.17)