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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                  FORM 10-K/A
                               (AMENDMENT NO. 1)
 
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   (MARK ONE)
 
        X        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      ----       THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
 
                                              OR
 
      ----       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                 FOR THE TRANSITION PERIOD FROM ------------ TO ------------
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                          COMMISSION FILE NO. 0-28196
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                            PAGEMART WIRELESS, INC.
               (Exact name of registrant as specified in charter)
 
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                   DELAWARE                                           75-2575229
       (State or other jurisdiction of                             (I.R.S. Employer
        incorporation or organization)                          Identification Number)
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                          3333 LEE PARKWAY, SUITE 100
                              DALLAS, TEXAS 75219
                    (Address of principal executive offices)
 
      (Registrant's telephone number, including area code): (214) 765-4000
                         ------------------------------
        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 
                              TITLE OF EACH CLASS
                                ---------------
 
               Class A Common Stock, par value $0.0001 per share
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     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.  Yes [X]   No [ ]
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]
 
     The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing sale price of the Common Stock on January
31, 1998 as reported on the Nasdaq National Market System, was approximately
$76,430,161. Shares of Common Stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status for this purpose is not necessarily a conclusive
determination for other purposes.
 
     As of January 31, 1998, 34,150,907 shares of the Registrant's Class A
Common Stock were outstanding.
 
                      DOCUMENTS INCORPORATED BY REFERENCE:
 
     Portions of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders scheduled to be held on April 8, 1998 are incorporated by reference
into Part III (items 11, 12 and 13) hereof.
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EXPLANATORY NOTE
 
     The registrant hereby amends Item 14 of its Annual Report on Form 10-K for
the fiscal year ended March 31, 1998, as set forth on the pages attached hereto.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) The following documents are filed as part of this 10-K:
 
        (1) Financial Statements. See Index to Consolidated Financial Statements
        on Page F-1 hereof.
 
        (2) Financial Statement Schedules. See Index to Consolidated Financial
        Statements on Page F-1 hereof.
 
        (3) Exhibits Required by Item 601 of Regulation S-K. See Exhibit Index
        on Page E-1 hereof.
 
     (b) Reports on Form 8-K
 
     The following current report on Form 8-K was filed by PageMart Wireless,
Inc. during the quarter ended December 31, 1997:
 
        Current Report on Form 8-K dated November 3, 1997 reporting under Item
        5 "Other Events" the Company's proposal to refinance certain of its
        outstanding indebtedness and modify its corporate structure.
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                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) 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.
 
Date: February   , 1999                     PAGEMART WIRELESS, INC.
                                            (Registrant)
 
                                            By:     /s/ JOHN D. BELETIC
                                              ----------------------------------
                                                       John D. Beletic
                                                 Chairman and Chief Executive
                                                            Officer
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
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                      SIGNATURE                                   TITLE                     DATE
                      ---------                                   -----                     ----
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                 /s/ JOHN D. BELETIC                   Chairman and Chief Executive   February 26, 1999
-----------------------------------------------------  Officer (Principal Executive
                   John D. Beletic                     Officer)
 
                  /s/ G. CLAY MYERS                    Vice President, Finance,       February 26, 1999
-----------------------------------------------------  Chief Financial Officer and
                    G. Clay Myers                      Treasurer (Principal
                                                       Financial and Accounting
                                                       Officer)
 
                                                       Director                       February   , 1999
-----------------------------------------------------
                 Michael C. Hoffman
 
                /s/ GUY L. DE CHAZAL                   Director                       February 26, 1999
-----------------------------------------------------
                  Guy L. De Chazal
 
                /s/ ARTHUR PATTERSON                   Director                       February 26, 1999
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                  Arthur Patterson
 
                /s/ LEIGH J. ABRAMSON                  Director                       February 26, 1999
-----------------------------------------------------
                  Leigh J. Abramson
 
            /s/ ALEJANDRO PEREZ ELIZONDO               Director                       February 26, 1999
-----------------------------------------------------
              Alejandro Perez Elizondo
 
                /s/ PAMELA D.A. REEVE                  Director                       February 26, 1999
-----------------------------------------------------
                  Pamela D.A. Reeve
 
                 /s/ STEVEN B. DODGE                   Director                       February 26, 1999
-----------------------------------------------------
                   Steven B. Dodge
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                                 EXHIBIT INDEX
 
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        EXHIBIT
          NO.                                 DESCRIPTION OF EXHIBIT
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          3.1*             Restated Certificate of Incorporation of PageMart Wireless,
                           Inc. (filed as an exhibit to the Registration Statement on
                           Form S-1 of the Company (Reg. No. 33-03012), and
                           incorporated herein by reference).
          3.2*             Certificate of Amendment to Restated Certificate of
                           Incorporation of PageMart Wireless, Inc. (filed as an
                           exhibit to the Registration Statement on Form S-1 of the
                           Company (Reg. No. 33-03012), and incorporated herein by
                           reference).
          3.3*             By-laws of PageMart Wireless, Inc.
          4.1*             Indenture, dated as of January 28, 1998, between PageMart
                           Wireless, Inc. and United States Trust Company of New York,
                           as Trustee, relating to the 11 1/4% Senior Subordinated
                           Discount Notes due 2008.
          4.2*             Indenture, dated as of January 17, 1995, between PageMart
                           Wireless, Inc. and United States Trust Company of New York,
                           as Trustee, relating to the 15% Senior Discount Notes due
                           2005. (filed as an exhibit to the Registration Statement on
                           Form S-1 of the Company (Reg. No. 33-91142), and
                           incorporated herein by reference).
          4.3*             First Supplemental Indenture, dated as of December 31, 1997,
                           among PageMart Wireless, Inc. and United States Trust
                           Company of New York, as Trustee (filed as an exhibit to the
                           Form 8-K of the Company dated January 28, 1998, and
                           incorporated herein by reference).
         10.1*             Warrant Agreement, dated as of October 19, 1993, between
                           PageMart, Inc. and United States Trust Company of New York,
                           as Warrant Agent, relating to the Warrants to purchase
                           Common Stock of the Company (filed as an exhibit to the Form
                           10-K of the Company for the fiscal year ended December 31,
                           1994, and incorporated herein by reference).
         10.2*             Telecommunications Service Agreement, dated May 29, 1992,
                           between PageMart, Inc. and Wiltel, Inc. (filed as an exhibit
                           to the Registration Statement on Form S-1 of the Company
                           (Reg. No. 33-91142), and incorporated herein by reference).
         10.3              Amended and Restated Satellite Services Supplemental
                           Agreement, dated as of December 18, 1997, between PageMart
                           Wireless, Inc. and AvData Systems, Inc.(1)
         10.4*             Satellite Services and Space Segment Lease Agreement, dated
                           January 2, 1995, between PageMart, Inc. and SpaceCom
                           Systems, Inc. (filed as an exhibit to the Registration
                           Statement on Form S-1 of the Company (Reg. No. 33-91142),
                           and incorporated herein by reference).
         10.5*             Credit Agreement, dated as of May 11, 1995, by and among
                           PageMart Wireless, Inc. (formerly known as PageMart
                           Nationwide, Inc.), the Lenders named therein, BT Commercial
                           Corporation, as Agent, and Bankers Trust Company, as Issuing
                           Bank. (filed as an exhibit to the Registration Statement on
                           Form S-1 of the Company (Reg. No. 33-91142), and
                           incorporated herein by reference).
         10.6*             Fourth Amendment to Credit Agreement, dated as of January
                           15, 1998, among PageMart Wireless, Inc., the Lenders named
                           therein, BT Commercial Corporation, as Agent, and Bankers
                           Trust Company, as Issuing Bank.
         10.7*             Promissory Note and Security Agreement, dated May 21, 1997,
                           between PageMart, Inc. and Glenayre Electronics, Inc. (filed
                           as an exhibit to the Form 10-Q of the Company for the
                           quarter ended June 30, 1997, and incorporated herein by
                           reference).
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        EXHIBIT
          NO.                                 DESCRIPTION OF EXHIBIT
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         10.8*             Amended and Restated Agreement Among Certain Stockholders of
                           PageMart Nationwide, Inc. dated as of September 19, 1995
                           (filed as an exhibit to the Form 8-K of the Company dated
                           October 6, 1995, and incorporated herein by reference).
         10.9*             Amendment No. 1 to Amended and Restated Agreement Among
                           Certain Stockholders, dated as of October 1, 1997, among
                           PageMart Wireless, Inc. and certain of its stockholders.
         10.10*            Subscription Agreement dated as of July 7, 1995 among
                           PageMart Nationwide, Inc., PageMart Canada Holding
                           Corporation and TD Capital Group Ltd. (filed as an exhibit
                           to the Registration Statement on Form S-1 of the Company
                           (Reg. No. 33-03012), and incorporated herein by reference).
         10.11*            Agreement Among Stockholders among PageMart Nationwide,
                           Inc., PageMart International, Inc., TD Capital Group Ltd.,
                           PageMart Canada Limited. (filed as an exhibit to the
                           Registration Statement on Form S-1 of the Company (Reg. No.
                           33-03012), and incorporated herein by reference).
         10.12*            Equipment Purchase Agreement, dated as of January 26, 1996,
                           between Motorola, Inc. and PageMart Wireless, Inc. (filed as
                           an exhibit to the Form 10-K of the Company for the fiscal
                           year ended December 31, 1995, and incorporated herein by
                           reference)(1).
         10.13*            Technology Asset Agreement, dated as of December 1, 1995,
                           between Motorola, Inc. and PageMart Wireless, Inc. (filed as
                           an exhibit to the Form 10-K of the Company for the fiscal
                           year ended December 31, 1995, and incorporated herein by
                           reference)(1).
         10.14*            PageMart Wireless, Inc. Employee Stock Purchase Plan (filed
                           as an exhibit to the Registration Statement on Form S-1 of
                           the Company (Reg. No. 33-03012), and incorporated herein by
                           reference).
         10.15*            PageMart Wireless, Inc. Nonqualified Formula Stock Option
                           Plan for Non-Employee Directors. (filed as an exhibit to the
                           Registration Statement on Form S-1 of the Company (Reg. No.
                           33-03012), and incorporated herein by reference).
         10.16*            Office Lease Agreement, dated as of November 26, 1996,
                           between Crescent Real Estate Equities Limited and PageMart
                           Wireless, Inc. (filed as an exhibit to the Company's Annual
                           Report on Form 10-K for the fiscal year ended December 31,
                           1996, and incorporated herein by reference).
         10.17*            PageMart Wireless, Inc. Fifth Amended and Restated 1991
                           Stock Option Plan (filed as an exhibit to the definitive
                           proxy statement of the Company dated April 18, 1997, and
                           incorporated herein by reference).
         10.18*            Severance and Reimbursement Agreement, dated September 12,
                           1997, between PageMart Wireless, Inc. and N. Ross Buckenham
                           (filed as an exhibit to the Form 10-Q of the Company for the
                           quarter ended September 30, 1997, and incorporated herein by
                           reference).
         10.19*            Resale Agreement, dated November 1, 1993, between PageMart,
                           Inc., licensor, and GTE Service Corporation, licensee.
                           (filed as an exhibit to the Registration Statement on Form
                           S-1 of the Company (Reg. No. 33-91142), and incorporated
                           herein by reference).
         10.20*            Strategic Alliance Agreement No. 1, dated September 15,
                           1994, between GTE Service Corporation and PageMart, Inc.
                           (filed as an exhibit to the Registration Statement on Form
                           S-1 of the Company (Reg. No. 33-91142), and incorporated
                           herein by reference).
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        EXHIBIT
          NO.                                 DESCRIPTION OF EXHIBIT
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         10.21*            Strategic Alliance Agreement No. 2, dated October 13, 1994,
                           between GTE Service Corporation and PageMart, Inc. (filed as
                           an exhibit to the Form 10-K of the Company for the fiscal
                           year ended December 31, 1994, and incorporated herein by
                           reference).
         10.22             Resale Agreement, dated as of December 12, 1997, between
                           PageMart Wireless, Inc. and GTE Communications
                           Corporation.(1)
         10.23*            Third Amended and Restated 1991 Stock Issuance Plan (filed
                           as an exhibit to the Registration Statement on Form S-8
                           (Reg. No. 33-98116), and incorporated herein by reference).
         10.24             Agreement between PageMart Incorporated and GTE
                           Communications Systems Corporation to assume and Amendment
                           No. 2 to Resale Agreement Number 999999-93-12 between
                           PageMart Incorporated and GTE Service Corporation, dated
                           October 2, 1997.(1)
         10.25             Resale Agreement between GTE MobileNet Service Corp.,
                           licensee and PageMart, Inc., licensor dated July 1, 1996.
         11.1*             Computation of per share earnings (loss) for the three
                           months ended December 31, 1997.
         11.2*             Computation of per share earnings (loss) for the three
                           months ended December 31, 1996.
         11.3*             Computation of per share earnings (loss) for the year ended
                           December 31, 1997.
         11.4*             Computation of per share earnings (loss) for the year ended
                           December 31, 1996.
         21.1*             PageMart Wireless, Inc. Subsidiaries.
         27.1*             Financial Data Schedule for the year ended December 31,
                           1997.
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(1) Confidential information has been deleted from this agreement. The omitted
    material has been separately filed with the Commission pursuant to an
    application for confidential treatment.
 
 *  Previously Filed.
 
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