<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                      ==================================

                                  Form 10-Q

                                  (Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                 Act of 1934

              For the quarterly period ended September 30, 1996

                                      or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

        For the Transition Period from          to
                                       ----------  ----------

                         Commission File No. 0-28196

                           PAGEMART WIRELESS, INC.

            (Exact name of registrant as specified in its charter)

             DELAWARE                                          75-2575229
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)
                                                               
    6688 N. CENTRAL EXPWY., SUITE 800
             DALLAS, TEXAS                                        75206
  (Address of principal executive offices)                      (Zip Code)

                                (214) 750-5809
             (Registrant's telephone number, including area code)

                                NOT APPLICABLE
  (Former name, former address and former fiscal year, if changed since last
                                   report.)

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 such
filing requirements for the past 90 days.

  YES    X                                                 NO
     ----------                                              ----------

As of November 13, 1996, there were 39,736,438 shares of the registrant's
common stock outstanding.
<PAGE>   2
                  PAGEMART WIRELESS, INC. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q
<TABLE>   
<CAPTION> 

PART I.  FINANCIAL INFORMATION                                                     PAGE
                                                                                   ----
<S>                                                                                 <C>
ITEM 1.  FINANCIAL STATEMENTS

         CONDENSED CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 1995                    
             AND SEPTEMBER 30, 1996  . . . . . . . . . . . . . . . . . . . . . . .  3  
                                                                                       
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE        
             MONTHS ENDED SEPTEMBER 30, 1995 AND 1996  . . . . . . . . . . . . . .  4  
                                                                                       
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE                  
             MONTHS ENDED SEPTEMBER 30, 1995 AND 1996  . . . . . . . . . . . . . .  5  
                                                                                       
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  . . . . . . . . . .  6  
                                                                                       
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF                                  
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . .  8  

PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . 19

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K  . . . . . . . . . . . . . . . . . . . . 19
</TABLE>


                                      2
<PAGE>   3
                    PAGEMART WIRELESS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)




<TABLE>
<CAPTION>
                                                                             December 31,    September 30,
                                                                                 1995            1996
                                                                             ------------    ------------
                                                                                              (Unaudited)
<S>                                                                          <C>             <C>         
ASSETS
------
Current assets:
    Cash and cash equivalents                                                $     26,973    $     29,865
    Accounts receivable, net                                                       21,503          32,305
    Inventories                                                                    11,179          18,152
    Prepaid expenses and other current assets                                       2,880           2,754
                                                                             ------------    ------------
          Total current assets                                                     62,535          83,076

Restricted investments                                                                500            --

Property and equipment, net                                                        52,827          81,565

Narrowband licenses                                                               133,065         133,065

Deferred debt issuance costs, net                                                   8,436           6,942

Other assets                                                                        6,466           6,912
                                                                             ------------    ------------
          Total assets                                                       $    263,829    $    311,560
                                                                             ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Accounts payable                                                         $     23,094    $     22,802
    Current maturities of long-term debt                                            5,479            --
    Deferred revenue                                                               21,409          26,322
    Other current liabilities                                                       6,526           6,991
                                                                             ------------    ------------
          Total current liabilities                                                56,508          56,115

Long-term debt                                                                    219,364         232,576

Commitments and contingencies

Stockholders' equity (deficit):
    Common stock $.0001 par value per share, 75,000,000 shares authorized,
       33,710,053 and 39,730,838 shares issued at December 31, 1995 and
       September 30, 1996,
       respectively                                                                     3               4
    Additional paid-in capital                                                    154,601         225,235
    Accumulated deficit                                                          (166,090)       (201,823)
    Stock subscriptions receivable                                                   (557)           (547)
                                                                             ------------    ------------
          Total stockholders' equity (deficit)                                    (12,043)         22,869
                                                                             ------------    ------------
          Total liabilities and stockholders' equity (deficit)               $    263,829    $    311,560
                                                                             ============    ============
</TABLE>



     The accompanying notes to condensed consolidated financial statements
              are an integral part of these financial statements.

                                       3
<PAGE>   4
                    PAGEMART WIRELESS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                        Three Months Ended September 30,  Nine Months Ended September 30,
                                        --------------------------------  -------------------------------
                                              1995            1996            1995            1996
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>         
Revenues:
    Recurring revenue                     $     26,994    $     39,697    $     70,845    $    110,404
    Equipment sales and activation fees         16,348          16,253          42,483          43,208
                                          ------------    ------------    ------------    ------------
          Total revenues                        43,342          55,950         113,328         153,612

Cost of equipment sold                          17,927          19,216          46,599          50,939

Operating expenses:
    Technical                                    6,949           9,756          18,549          26,679
    Selling                                      9,310          10,691          27,091          30,602
    General and administrative                  11,406          13,707          31,171          39,669
    Depreciation and amortization                3,469           5,714           9,362          14,904
                                          ------------    ------------    ------------    ------------
          Total operating expenses              31,134          39,868          86,173         111,854
                                          ------------    ------------    ------------    ------------
          Operating loss                        (5,719)         (3,134)        (19,444)         (9,181)

Other (income) expense:
    Interest expense                             8,032           8,720          22,460          26,036
    Interest income                               (614)           (482)         (1,653)           (847)
    Other                                          229             614             837           1,363
                                          ------------    ------------    ------------    ------------
          Total other (income) expense           7,647           8,852          21,644          26,552
                                          ------------    ------------    ------------    ------------
Net loss                                  $    (13,366)   $    (11,986)   $    (41,088)   $    (35,733)
                                          ============    ============    ============    ============


Net loss per share
    (primary and fully diluted)           $      (0.39)   $      (0.30)   $      (1.25)   $      (0.97)

Weighted average number
   of shares outstanding
    (primary and fully diluted)                 34,691          39,731          32,926          36,695
</TABLE>


     The accompanying notes to condensed consolidated financial statements
              are an integral part of these financial statements.


                                       4
<PAGE>   5
                    PAGEMART WIRELESS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                Nine months Ended September 30,
                                                                                -------------------------------
                                                                                     1995            1996
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>          
Cash flows from operating activities:
    Net loss                                                                     $    (41,088)   $    (35,733)
    Adjustments to reconcile net loss to
       net cash used in operating activities
       Depreciation and amortization                                                    9,362          14,904
       Provision for bad debt                                                           4,627           4,610
       Accretion of discount on senior discount notes                                  19,254          22,760
       Changes in certain assets and liabilities:
           Increase in accounts receivable                                             (6,677)        (15,412)
           (Increase) decrease in inventories                                           2,781          (6,973)
           (Increase) decrease in prepaid expenses and other current assets            (1,094)            126
           Decrease in other assets, net                                                   67              90
           Increase (decrease) in accounts payable                                      2,604            (292)
           Increase in deferred revenue                                                 5,510           4,913
           Increase in other current liabilities                                        3,175             465
                                                                                 ------------    ------------
                Net cash used in operating activities                                  (1,479)        (10,542)
                                                                                 ------------    ------------

Cash flows from investing activities:
    Purchase of narrowband licenses                                                   (74,079)           --
    Purchases of property and equipment, net                                          (24,887)        (42,546)
    Release of restricted cash                                                           --               500
    Other                                                                              (2,568)           (121)
                                                                                 ------------    ------------
                Net cash used in investing activities                                (101,534)        (42,167)
                                                                                 ------------    ------------

Cash flows from financing activities:
    Proceeds from issuance of common stock, net                                        29,578          70,500
    Proceeds from issuance of common stock under
       the stock option/stock issuance plan                                                 6             135
    Payment of stock subscriptions receivable                                            --                10
    Proceeds from issuance of senior discount notes, net                               95,001            --
    Deferred debt issuance costs incurred for Revolving Credit Agreement               (1,386)            (17)
    Borrowings from vendor credit facilities                                            6,657            --
    Payments on vendor credit facilities                                               (3,129)        (15,027)
                                                                                 ------------    ------------
                Net cash provided by financing activities                             126,727          55,601
                                                                                 ------------    ------------

Net increase in cash and cash equivalents                                              23,714           2,892

Cash and cash equivalents, beginning of period                                         14,507          26,973

                                                                                 ============    ============
Cash and cash equivalents, end of period                                         $     38,221    $     29,865
                                                                                 ============    ============

Supplemental disclosures of cash flow information: 
    Cash paid during the period for:
           Interest                                                              $      1,530    $      1,154
           Income taxes                                                          $       --      $       --
</TABLE>






     The accompanying notes to condensed consolidated financial statements
              are an integral part of these financial statements.


                                       5
<PAGE>   6
                   PAGEMART WIRELESS, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996

                                 (UNAUDITED)

1.  GENERAL

         PageMart, Inc. ("PageMart") was incorporated as a Delaware corporation
on May 8, 1989 to provide wireless messaging products and services.  In January
1995, PageMart effected a corporate reorganization pursuant to which PageMart
Nationwide, Inc., a Delaware corporation, became the holding company parent of
PageMart.  In December 1995, the corporate name was changed from PageMart
Nationwide, Inc. to PageMart Wireless, Inc. ("Wireless").  Wireless and its
subsidiaries are referred to herein as the "Company."  The consolidated
financial statements of the Company include the accounts of PageMart and
PageMart PCS, Inc., a wholly owned subsidiary of Wireless ("PageMart PCS").
PageMart PCS holds certain narrowband personal communications services
licenses.  The consolidated financial statements of PageMart include the
accounts of PageMart II, Inc., PageMart Operations, Inc., PageMart of
California, Inc., PageMart of Virginia, Inc. and PageMart International, Inc.
Each of these companies is a wholly-owned subsidiary of PageMart. PageMart II,
Inc. and PageMart Operations, Inc. hold certain Federal Communications
Commission licenses.  PageMart International, Inc., which has had no
significant operations to date, holds certain investments in an international
venture in Canada.  Other than these licenses and international investments,
the subsidiaries of PageMart have no significant assets or liabilities.

2.  BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
have been prepared by the Company in accordance with generally accepted
accounting principles for interim financial information and are in the form
prescribed by the Securities and Exchange Commission in instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  The interim unaudited financial
statements should be read in conjunction with the audited financial statements
of the Company for the year ended December 31, 1995.  In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included.  Operating
results for the three and nine months ended September 30, 1996 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996.

3.  NET LOSS PER SHARE

         Net loss per share amounts as reflected on the statements of
operations are based upon the weighted average number of common shares
outstanding.  As required by the Securities and Exchange Commission rules, all
warrants, options and shares issued during the year immediately preceding the
initial public offering (see note 5) are assumed to be outstanding prior to the
closing of the initial public offering for all periods presented.  Shares
issuable upon the exercise of stock options and warrants granted before the
year immediately preceding the initial public offering or after the closing of
the initial public offering were not included in the net loss per share
calculation as the effect from the exercise of those options would be
antidilutive.

4.  LITIGATION

         On July 8, 1994, an action against the Company was filed in the United
States District Court for the Eastern District of New York by Universal Contact
Communications Inc., a former reseller of the Company's wireless messaging
devices.  The Company terminated the reseller relationship due to a monetary
default by the plaintiff.  The Company subsequently contacted plaintiff's
customers in an effort to provide continued service directly through the
Company, and discontinued plaintiff's paging services.  In the complaint,
plaintiff alleges, among other things, that the Company violated federal law by
making unsolicited advertisements, breached its contract with plaintiff,
slandered plaintiff, converted certain confidential information and trade
secrets, tortiously interfered with plaintiff's business and contractual
relations, and engaged in unfair competition.  Plaintiff seeks, among other
things, compensatory damages of $500,000 with respect to each of the nine
causes of action included in the complaint, punitive damages of $5,000,000, and
various forms of injunctive relief.  The Company is vigorously defending the





                                       6
<PAGE>   7
action.  Trial has been set for March 3, 1997. In management's opinion, the
ultimate outcome of this lawsuit is not expected to have a material adverse
effect on the results of operations or financial condition of the Company.

5.  INITIAL PUBLIC OFFERING

         On June 19, 1996, the Company issued an aggregate of 6,000,000 shares
of Class A Common Stock in an initial public offering (the "Offering") at a
price of  $13.00 per share.  The Company received proceeds from the Offering of
approximately $70.5 million, after deducting underwriting discounts,
commissions, fees and expenses associated with the Offering.  Upon receipt of
the net proceeds, the Company retired vendor debt of approximately $12.9
million and repaid approximately $11.9 million of loans outstanding under the
Company's revolving credit facility.  The remaining proceeds are expected to be
used to fund the initial construction of the Company's narrowband personal
communications service transmission network and for general corporate purposes.


                                      7
<PAGE>   8
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         As used herein, references to "Wireless" will be deemed to be
references solely to PageMart Wireless, Inc., references to "PageMart" will be
deemed to be references to Wireless' principal operating subsidiary, PageMart,
Inc., and references to the "Company" will be deemed to be references to
Wireless and its subsidiaries.  This discussion should be read in conjunction
with the PageMart Wireless, Inc. and subsidiaries condensed consolidated
financial statements and the notes thereto included elsewhere in this report.

         When used in this discussion, the words 'estimate', 'project', 'plan',
'expect' and similar expressions are intended to identify forward-looking
statements.  Such statements are subject to certain risks and uncertainties,
including the timely development and acceptance of new products, the impact of
competitive products and pricing, and those discussed below or in the Company's
Form 10-K for the year ended December 31, 1995, that could cause actual results
to differ materially from those projected.  Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof.

GENERAL

         The Company has constructed and operates a wireless messaging and
communications network and provides paging and other one-way wireless messaging
services to its subscribers.  In addition, the Company sells and distributes
wireless messaging equipment to subscribers, retailers and resellers.  The
Company earns recurring revenues from each subscriber in the form of fixed
periodic fees and incurs substantial operating expenses in offering its
services, including technical, customer service and general and administrative
expenses.  See "Management's Presentation of Results of Operations."

         Since commencing operations in 1990, the Company has invested heavily
in its one-way wireless communications network and administrative
infrastructure in order to establish nationwide coverage, sales offices in
major metropolitan areas, customer service call centers and centralized
administrative support functions.  The Company incurs substantial fixed
operating costs related to  its one-way wireless communications infrastructure,
which is designed to serve a much larger subscriber base than the Company
currently serves in order to accommodate growth.  In addition, the Company
incurs substantial costs associated with new subscriber additions.  As a
result, the Company has generated significant net operating losses for each
year of its operations.  See "Management's Presentation of Results of
Operations."

         The Company's strategy is to expand its subscriber base as rapidly as
possible to increase cash flow through greater utilization of its nationwide
wireless communications network.  From September 30, 1995 to September 30,
1996, the number of domestic units in service increased from 1,131,464 to
1,684,937.  None of the Company's growth is attributable to acquisitions.
Given its growth strategy and the substantial associated selling and marketing
expenses, the Company expects to continue to generate operating losses in 1996
from its one-way wireless communications business.  In addition, the Company
has begun development of two-way wireless messaging services in 1996 and plans
to continue the development and implementation in 1997 and 1998, and expects to
incur additional operating losses during the start-up phase for such services.
The Company does not anticipate any significant revenues from two-way services
during 1996 or 1997; however, it expects to generate significant revenues with
respect to two-way services in 1998.  The Company's ability to generate
operating income is primarily dependent on its ability to attain a sufficiently
large installed subscriber base that generates recurring revenues which offset
the fixed operating costs of its wireless networks, administration and selling
and marketing expenses.  The Company intends to achieve this growth by
promoting its customized paging and other wireless messaging services through
its national sales offices, retail distribution channels, private brand
strategic alliances with GTE Corporation, Southwestern Bell Mobile Systems,
AT&T Wireless Services, Ameritech Mobile Services, Inc. and long distance
reseller EXCEL Telecommunications, Inc., and international expansion.

         During the three months ended September 30, 1996, the Company's
affiliate PageMart Canada Limited ("PageMart Canada") added 4,312 subscribers.
As a result of its ownership interest in PageMart Canada, the Company's share
of the units in service of PageMart Canada was 3,569 units at September 30,
1996.





                                      8
<PAGE>   9
         Unlike most other paging carriers, the Company sells, rather than
leases, substantially all of the messaging equipment used by its subscribers.
As a result, the Company has much less capital invested in messaging equipment
than other paging carriers since it recoups a substantial portion of messaging
equipment costs upon sale to retailers and subscribers.  This results in
significantly lower capital expenditures and  depreciation expense than if the
Company leased such equipment to its subscribers.  In addition, the Company's
financial results are much different from other paging carriers that lease
messaging equipment to subscribers because the Company recognizes the cost of
messaging equipment sold in connection with adding new subscribers at the time
of sale rather than capitalizing and depreciating the cost of messaging
equipment over periods ranging from three to five years as occurs with paging
carriers that lease messaging equipment to subscribers.  In addition, the
Company's retail distribution strategy results in the recognition of expenses
associated with messaging equipment sales and other sales and marketing
expenses in advance of new subscribers being added to the base and generating
revenues (as retailers carry inventory).

         The Company sells its messaging equipment through multiple
distribution channels, including direct sales, third-party resellers, private
brand strategic alliances and local and national retail stores.  Selling and
marketing expenses are primarily attributable to compensation paid to the
Company's sales force, advertising and marketing costs and to losses resulting
from the fact that, for  competitive and marketing reasons, the Company
generally sells each new unit for less than its acquisition cost.  The
Company's accounting practices result in selling and marketing expenses,
including loss on sale of equipment, being recorded at the time a unit is sold.
Units sold by the Company during a given month may exceed units activated and
in service due to inventory stocking and distribution strategies of the
retailers.  As a result, selling and marketing expenses per net subscriber
addition may fluctuate from period to period.

         The Company derives its recurring revenue primarily from fixed
periodic fees for services that are not generally dependent on usage.
Consequently, the Company's ability to recoup its initial selling and marketing
costs, to meet operating expenses and to achieve profitability is dependent on
the average length of each customer's subscription period.  As long as a
subscriber continues to utilize the Company's service, operating results
benefit from the recurring payments of the fixed fees without the incurrence of
additional selling expenses by the Company.  Conversely, operating results are
adversely affected by customer disconnections.  Each month a percentage of the
Company's existing customers have their service  terminated for a variety of
reasons, including failure to pay, dissatisfaction with service and switching
to a competing service provider.  The Company's average monthly disconnection
rates for the twelve months ended December 31, 1993, 1994, 1995 and September
30, 1996 were 3.7%, 3.4%, 2.5% and 2.3%, respectively.

         Approximately 90% of the Company's average monthly revenue per unit
("ARPU") is attributable to fixed fees for airtime, coverage options and
features.  A portion of the remainder of additional ARPU is dependent on usage.

RESULTS OF OPERATIONS

         The Company's principal operations to date are its domestic one-way
wireless messaging division.  The following discussion of results of operations
analyzes the results of the Company's one-way wireless messaging operations,
unless otherwise indicated.

         Certain of the following financial information is presented on a per
unit basis.  Management of the Company believes that such a presentation is
useful in understanding the Company's results because it is a meaningful
comparison period to period given the Company's growth rate and the significant
differences in the number of subscribers of other paging companies.





                                      9
<PAGE>   10

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996

Units in Service

         Units in service from domestic operations were 1,131,464 and 1,684,937
as of September 30, 1995 and 1996, respectively, representing an annual growth
rate of 49%.  In addition, during the quarter ended September 30, 1996,
PageMart Canada added 4,312 subscribers.  As a result of its ownership interest
in PageMart Canada, the Company's share of the units in service of PageMart
Canada was 3,569 units at September 30, 1996.  The Company has experienced
strong growth in units in service due primarily to the success of its sales and
marketing strategies in the direct sales, national retail and third-party
reseller channels, as well as from private brand strategic alliance programs.

Revenues

         Revenues for the three and nine months ended September 30, 1996 were
$56.0 million and $153.6 million, respectively, compared to $43.3 million and
$113.3 million for the three and nine months ended September 30, 1995.
Recurring revenues for airtime, voicemail, and other services for the three and
nine months ended September 30, 1996 were $39.7 million and $110.4 million,
respectively, compared to $27.0 million and $70.8 million for the comparable
periods ended September 30, 1995.  Revenues from equipment sales and activation
fees for the three and nine months ended September 30, 1996 were $16.3 million
and $43.2 million, respectively, compared to $16.3 million and $42.5 million
for the comparable periods ended September 30, 1995.  The increases in
recurring revenues and revenues from equipment sales and activation fees were
primarily due to the rapid growth in the number of units in service.  The
increase in equipment sales during 1996 was somewhat offset by a decline in the
average price per unit sold.   The Company expects equipment prices per unit
generally to remain constant or decline only slightly as sales volumes
increase.

         The Company's ARPU was $8.41 and $8.25 in the third quarter of 1995
and 1996, respectively.  In general, over the past twelve months the Company's
ARPU has decreased primarily as a result of an increase in subscribers added
through private brand strategic alliance and third party reseller channels.
This decrease in ARPU has been offset somewhat by a higher mix of multi-city,
regional and nationwide services as well as increased sales of other value-
added services such as voicemail and toll free numbers.  Management anticipates
that the Company's ARPU will decline in the foreseeable future due to a higher
mix of subscribers added through private brand strategic alliance programs
which yield lower ARPU.  ARPU is lower for subscribers added through private
brand strategic alliances and third party resellers because these are generally
high volume customers that are charged reduced airtime rates.  However, because
private brand strategic alliance partners and third party resellers are
responsible for selling and marketing costs, billing, collection and other
administrative costs associated with end-users, the Company incurs
substantially lower administrative costs with respect to such subscribers.

Cost of Equipment Sold

         The cost of equipment sold for the three and nine months ended
September 30, 1996 was $19.2 million and $50.9 million, respectively, compared
to $17.9 million and $46.6 million for the three and nine months ended
September 30, 1995, respectively.  The change in 1996 was a combination of an
increase in the number of units sold combined with slightly lower average pager
prices paid to suppliers.  The Company expects pager costs generally to remain
constant, with only modest reductions in cost to the Company as a result of
volume purchases.  Management anticipates that loss on equipment sold will
increase on a per unit basis for the foreseeable future due to increased
competition, especially in the national retail channel.

Operating Expenses

         Technical expenses were $9.8 million and $26.7 million for the three
and nine months ended September 30, 1996, respectively, compared to $6.9
million and $18.5 million for the comparable 1995 periods.  The increase in
1996 resulted primarily from the continued expansion of the Company's
nationwide network infrastructure, which resulted in greater expenses
associated with the addition of new transmitter sites, transmitter and terminal
equipment and telecommunications expenses.  On an average monthly cost per unit
in service basis,  technical expenses decreased from  $2.16 in the third
quarter of 1995 to $2.03 in the third quarter of 1996.  In addition, technical
expenses decreased from $2.16 for the nine months ended September 30, 1995 to
$2.03 for the nine months ended September 30, 1996.  During the three and nine
months ended September 30, 1996, the Company incurred $31,000


                                      10
<PAGE>   11
and $228,000, respectively, in technical expenses associated with the
development of its two-way wireless messaging services.

         Selling expenses were $10.7 million and $30.6 million for the three
and nine months ended September 30, 1996, respectively, compared to $9.3
million and $27.1 million for the three and nine months ended September 30,
1995, respectively.  The increase in 1996 resulted from greater marketing and
advertising costs related to the growth in units sold, as well as from
increased sales compensation because of the addition of sales personnel in new
and existing operating markets.  During the nine months ended September 30,
1995 and 1996, the Company added 358,734 and 444,913 net new domestic units in
service, respectively.  Sales and marketing employees increased from 446 at
September 30, 1995 to 534 at September 30, 1996.  Management views the net loss
on equipment sold to be a component of selling and marketing expenses incurred
to add new subscribers. See "Management's Presentation of Results of
Operations."  Selling and marketing expenses per net subscriber addition
(including loss on equipment sales) were $87 and $85 for the nine months ended
September 30, 1995 and 1996, respectively.  During the three and nine months
ended September 30, 1996, the Company incurred $66,000 and $308,000,
respectively, in selling expenses associated with its international operations.

         General and administrative expenses (including costs associated with
customer service, field administration and corporate headquarters) for the
three and nine months ended September 30, 1996 were $13.7 million and $39.7
million, respectively, compared to $11.4 million and $31.2 million for the
comparable 1995 periods.  The increase was attributable to the Company's
expansion of its customer service call centers and continued expansion into new
markets to support the growing subscriber base which required additional office
space, administrative personnel and customer service representatives.  On an
average cost per month per unit in service basis, general and administrative
expenses were $3.55 and $2.85 in the third quarter of 1995 and 1996,
respectively, and $3.64 and $3.01 for the nine months ended September 30, 1995
and 1996, respectively.  The per unit decrease was a result of increased
operating efficiencies and economies of scale achieved through the growth of
the Company's subscriber base.  During the three and nine months ended
September 30, 1996, the Company incurred $39,000 and $166,000, respectively, in
general and administrative expenses associated with the development of its two-
way wireless messaging services.

         Depreciation and amortization for the three and nine months ended
September 30, 1996 were $5.7 million and $14.9 million, respectively, compared
to $3.5 million and $9.4 million for the comparable periods ended September 30,
1995.  The increase in 1996 resulted from the continued expansion of the
Company's network infrastructure including transmitter and terminal equipment,
as well as the purchase and development of a new centralized administrative
system during 1995 and 1996.  As an average cost per month per unit in service,
depreciation and amortization was $1.08 and $1.19 in the third quarter of 1995
and 1996, respectively, and was $1.09 and $1.13 for the nine months ended
September 30, 1995 and 1996, respectively.

Interest Expense

         Interest expense for the three and nine months ended September 30,
1996 was $8.7 million and $26.0 million, respectively, compared to $8.0 million
and $22.5 million for the comparable periods ended September 30, 1995.  The
increase in 1996 was primarily the result of increased interest expense related
to the 12 1/4% Senior Discount Notes due 2003 issued by PageMart (the "12 1/4%
Notes") and the 15% Senior Discount Notes due 2005 issued by Wireless in
January 1995 (the "15% Notes").  Interest expense related to the 12 1/4% Notes
was $3.0 million and $3.4 million for the three months ended September 30, 1995
and 1996, respectively, and was $8.7 million and $9.8  million for the nine
months ended September 30, 1995 and 1996, respectively.  Interest expense
related to the 15% Notes was $4.2 million and $4.7 million for the three months
ended September 30, 1995 and 1996, respectively, and was $11.3 million and
$13.6 million for the nine months ended September 30, 1995 and 1996,
respectively.

Net Loss

         The Company sustained net losses for the three and nine months ended
September 30, 1996 of $12.0 million and $35.7 million, respectively, compared
to $13.4 million and $41.1 million for the three and nine months ended
September 30, 1995, respectively, principally due to the cost of funding the
growth rate of the Company's subscriber base which resulted in an increase in
units sold, selling and marketing expenses, operating expenses and interest
expense.





                                      11
<PAGE>   12
MANAGEMENT'S PRESENTATION OF RESULTS OF OPERATIONS

Comparison with GAAP Presentation

         The Company's unaudited condensed consolidated financial statements
for the three and nine months ended September 30, 1995 and 1996 included
elsewhere in this report, have been prepared in accordance with generally
accepted accounting principles ("GAAP").  For internal management purposes the
Company prepares statements of operations that are derived from the Company's
GAAP financial statements but are reordered in a format that management uses
for its internal review of the Company's performance and that management
believes is useful in understanding the Company's results.

         Management believes that operating profit before selling expenses is a
meaningful indicator of the profitability of the Company's installed base of
units in service because it measures the recurring revenues received for
services less the costs (including depreciation and amortization) associated
with servicing that installed base.  Operating profit before selling expenses
per subscriber per month for the Company's one-way operations has grown from
$.90 during the fourth quarter of 1994 to $2.20 during the third quarter of
1996 due primarily to the Company's increase in subscribers, operating
efficiency and resulting benefits in economies of scale.  During the third
quarter of 1996, the operating profit before selling expense per subscriber per
month decreased to $2.20 from $2.35 during the second quarter of 1996 due to
lower average revenue per unit combined with an increase in absolute technical
expenses associated with network expansion, and increased general and
administrative expenses associated with expansion of customer service
capabilities.

         In addition, selling and marketing expenses (including loss on
equipment sold) provide a measure of the costs associated with obtaining new
subscribers that the Company needs to generate the incremental recurring
revenue necessary to achieve profitability.  Under the GAAP presentation,
recurring revenues and equipment and activation revenues are aggregated and are
not separately compared to the costs associated with each.

         The items included in management's presentation of the results of
operations and their derivation from financial information presented in
accordance with GAAP are described below.

         Recurring Revenues.  Recurring revenues include periodic fees for
         airtime, voicemail, customized coverage options, toll free numbers,
         excess usage fees and other recurring revenues and fees associated
         with the subscriber base.  Recurring revenues do not include equipment
         sales revenues or initial activation fees.  Recurring revenues are the
         same under both the management and GAAP presentations.

         Technical Expenses.  This item is the same under the management and
         GAAP presentations.

         General and Administrative Expenses. This item is the same under the
         management and GAAP presentations.

         Depreciation and Amortization.  This item is the same under the
         management and GAAP presentations.

         Operating Profit Before Selling Expenses.  Operating profit before
         selling expenses under the management presentation is equal to
         recurring revenues less technical expenses, general and administrative
         expenses and depreciation and amortization. Operating profit before
         selling expenses is not derived pursuant to GAAP.

         Selling Expenses.  Selling expenses under the management presentation
         represent the cost to the Company of selling pagers and other
         messaging units to a customer, and are equal to selling costs (sales
         compensation, advertising, marketing, etc.) plus costs of units sold
         less revenues from equipment sales and activation fees.  As described
         above, the Company sells rather than leases substantially all of the
         one-way messaging equipment used by subscribers.   Selling expenses
         under the management presentation are not derived pursuant to GAAP.
         Net loss on equipment sales is not included in the GAAP presentation
         of selling expenses.

         Operating Income (Loss).  This item is the same under the management
         and GAAP presentations.


                                      12
<PAGE>   13
         EBITDA.  EBITDA represents earnings (loss) before interest, taxes,
         depreciation and amortization. EBITDA is a financial measure commonly
         used in the paging industry.  EBITDA is not derived pursuant to GAAP
         and therefore should not be construed as an alternative to operating
         income, as an alternative to cash flows from operating activities (as
         determined in accordance with GAAP) or as a measure of liquidity.  The
         calculation of EBITDA does not include the commitments of the Company
         for capital expenditures and payment of debt and should not be deemed
         to represent funds available to the Company.  In the fourth quarter of
         1995, the Company's EBITDA from its one-way operations became positive
         for the first time.





                                      13
<PAGE>   14
Selected Quarterly Results of Operations

         The table below sets forth management's presentation of results of
one-way domestic operations and other data on a quarterly basis for the eight
most recent fiscal quarters.  This presentation should be read in conjunction
with the condensed consolidated financial statements of the Company and the
notes thereto included elsewhere in this report and the Company's quarterly
reports on Form 10-Q for the corresponding periods below, and should not be
considered in isolation or as an alternative to results of operations that are
presented in accordance with GAAP (in thousands, except other data).



<TABLE>
<CAPTION>
                                                     Three Months Ended 
----------------------------------------------------------------------------------------------------
                           Dec. 31,        Mar 31,        June 30,         Sept. 30,      Dec. 31,
                            1994            1995           1995             1995            1995
                            ----            ----           ----             ----            ----
                                                       (Unaudited)
 <S>                       <C>             <C>            <C>               <C>           <C>
OPERATING DATA:
Recurring revenues         $17,902         $20,464        $23,387           $26,994       $30,658
Technical expenses           4,802           5,459          6,141             6,842         7,015
General and
  administrative
  expenses                   8,886           9,698         10,067            11,350        12,243
Depreciation and
  amortization               2,354           2,802          3,091             3,469         3,910
                           -------         -------        -------           -------       -------
Operating profit
  before selling
  expenses                   1,860           2,505          4,088             5,333         7,490
Selling expenses (1)        11,732           9,704         10,614            10,889        11,181
                           -------         -------        -------           -------       -------
    
Operating income                                  

 (loss)                    $(9,872)        $(7,199)       $(6,526)          $(5,556)      $(3,691)
                           =======         =======        =======           =======       =======
EBITDA                     $(7,518)        $(4,397)       $(3,435)          $(2,087)        $ 219
                           =======         =======        =======           =======       =======

OTHER DATA:
Units in service (2)       772,730         874,944      1,008,683         1,131,464     1,240,024   
Net subscriber                                                                                      
  additions                164,303         102,214        133,739           122,781       108,560   
ARPU (3)                     $8.64           $8.28          $8.28             $8.41         $8.62   
Operating profit                                                                                    
  before selling                                                                                    
  expenses per                                                                                      
  subscriber per                                                                                    
  month (4)                    .90            1.01           1.45              1.66          2.11   
Selling expenses                                                                                    
  per net subscriber                                                                                
  addition (1)(5)                                                                                   
                                71              95             79                89           103   
Capital employed                                                                                    
  per unit in                                                                                       
  service (6)                   42              45             39                39            40   

<CAPTION>
                                  Three Months Ended 
---------------------------------------------------------------------
                           Mar 31,         June 30,       Sept. 30,
                            1996             1996           1996
                            ----             ----           ----
                                         (Unaudited)
                           <C>             <C>            <C>
OPERATING DATA:
Recurring revenues         $33,743         $36,964        $39,697  
Technical expenses           7,943           8,783          9,725  
General and                                                        
  administrative                                                   
  expenses                  12,792          13,043         13,668  
Depreciation and                                                   
  amortization               4,248           4,942          5,714  
                           -------         -------        -------          
Operating profit                                                   
  before selling                                                   
  expenses                   8,760          10,196         10,590  
Selling expenses (1)        11,601          12,836         13,588  
                           -------         -------        -------           
 Operating income                                                  
  (loss)                   $(2,841)        $(2,640)       $(2,998) 
                           =======         =======        =======           
EBITDA                     $ 1,407         $ 2,302        $ 2,716  
                           =======         =======        =======          

OTHER DATA:                                                        
Units in service (2)     1,374,146       1,524,297      1,684,937  
                                                                   
Net subscriber                                                     
  additions                134,122         150,151        160,640  
ARPU (3)                     $8.61           $8.50          $8.25  
Operating profit                                                   
  before selling                                                   
  expenses per                                                     
  subscriber per                                                   
  month (4)                   2.23            2.35           2.20  
Selling expenses                                                   
  per net                                                          
  subscriber                                                       
  addition (1)(5)                                                  
                                86              85             85  
Capital employed                                                   
  per unit in                                                      
  service (6)                   41              49             49  
</TABLE>                                                           
                                                                   




(1)  Includes loss on sale of equipment.

(2)  Stated as of the end of each period.

(3)  Calculated by dividing recurring revenues for the quarter by the average
     number of units in service during that quarter. Stated as the monthly
     average for the quarter.

(4)  Calculated by dividing operating profit before selling expenses (selling
     expenses include loss on sale of equipment) for the quarter by the average
     number of units in service during that quarter. Stated as the monthly
     average for the quarter.

(5)  Calculated by dividing selling expenses, including loss on sale of
     equipment, for the quarter by the net subscriber additions for the
     quarter.

(6)  Calculated by dividing total assets (excluding cash, narrowband personal
     communications services ("NPCS") licenses and international investments)
     minus current liabilities (excluding currentmaturities of long-term debt)
     at the end ofthe period, by units in service at the end of the period.




                                      14
<PAGE>   15
Supplementary Information

         The following table sets forth supplementary financial information
related to the Company's various operations (in thousands):

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED SEPTEMBER 30, 1996
                                                    -------------------------------------
                                          PAGEMART         PAGEMART         PAGEMART        
                                           ONE-WAY         TWO-WAY        INTERNATIONAL(1)  TOTAL 
                                           -------         -------        -------------     ----- 
                                                                 (UNAUDITED)                 
<S>                                      <C>                <C>               <C>        <C>       
Revenues                                 $ 55,950           $  --             $ --       $ 55,950  
Technical expense                           9,725              31               --          9,756     
Selling expense                            10,625              --               66         10,691    
General and administrative expense         13,668              39               --         13,707
Operating loss                            ( 2,998)            (70)             (66)       ( 3,134)    
EBITDA                                      2,716             (70)             (66)         2,580       
Total assets                              164,531         144,678            2,351        311,560     
Capital expenditures                       11,810           3,539               --         15,349      
</TABLE>


<TABLE>
<CAPTION>
                                                    NINE MONTHS ENDED SEPTEMBER 30, 1996
                                                    ------------------------------------
                                          PAGEMART         PAGEMART         PAGEMART        
                                           ONE-WAY         TWO-WAY        INTERNATIONAL(1)  TOTAL 
                                           -------         -------        -------------     -----
                                                                 (UNAUDITED)

<S>                                      <C>               <C>              <C>          <C>       
Revenues                                 $153,612          $   --           $   --       $153,612  
Technical expense                          26,451             228               --         26,679    
Selling expense                            30,294              --              308         30,602    
General and administrative expense         39,503             166               --         39,669
Operating loss                             (8,479)           (394)            (308)        (9,181)  
EBITDA                                      6,425            (394)            (308)         5,723    
Total assets                              164,531         144,678            2,351        311,560  
Capital expenditures                       36,484           6,062               --         42,546   
</TABLE>

(1)  Expenses reflected in this table are for the Company's international
     headquarters operations.  The Company accounts for its investments in
     Canada under the equity method; consequently, the Company's share of
     expenses from its Canadian operations are not reflected in this table.

SEASONALITY

         Pager usage is slightly higher during the spring and summer months,
which is reflected in higher incremental usage fees earned by the Company.  The
Company's retail sales are subject to seasonal fluctuations that affect retail
sales generally.  Otherwise, the Company's results are generally not
significantly affected by seasonal factors.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's operations require substantial capital investment for
the development and installation of its wireless communications network, the
procurement of messaging equipment and expansion into new markets.  To date,
these investments by the Company have been funded by the proceeds from the
issuance of common stock, preferred stock, the 12 1/4% Notes and the 15% Notes,
as well as borrowings under vendor financing and revolving credit agreements.





                                        15
<PAGE>   16
         Capital expenditures for the nine months ended September 30, 1996 were
$42.5 million compared to $24.9 million for the nine months ended September 30,
1995.  Capital expenditures for the nine months ended September 30, 1996
include approximately $6.1 million related to the development of two-way
messaging services.  During October 1996, the Company committed to purchase
network infrastructure equipment and related services for use in its two-way
network and estimates spending between $5 and $6 million on such equipment over
the next four months.  The Company's expansion of its one-way wireless
communications network and related administrative facilities will require
capital expenditures for the remainder of 1996 currently estimated to be an
additional $8 to 13 million.  During December 1995, the Company committed to
purchase $40 million in network infrastructure equipment from a significant
vendor from December 1, 1995 to October 31, 1999.  Through October 31, 1996 the
Company has purchased $18.3 million of network infrastructure under the purchase
commitment.

         The Company's net cash used in operating activities for the nine
months ended September 30, 1996 was $10.5 million compared to $1.5 million for
the nine months ended September 30, 1995.  Net cash used in investing
activities was $42.2 million for the nine months ended September 30, 1996
compared with $101.5 million for the comparable 1995 period.  Of such $101.5
million used in investing activities, $74.1 million was for the acquisition of
NPCS licenses and the remainder was primarily for capital expenditures.  Net
cash provided by financing activities, including borrowings and equity
issuances was $55.6 million for the nine months ended September 30, 1996
compared with $126.7 million for the nine months ended September 30, 1995.
Cash provided in 1995 resulted primarily from the $100.1 million of net
proceeds from the issuance of the 15% Notes and non-voting common stock in
January 1995.  Cash provided in 1996 resulted primarily from $70.5 million of
net proceeds received in connection with the initial public offering of the
Company's Class A Common Stock (the "Offering"), offset partially by payments
made on vendor credit facilities.  Long-term obligations, less current
maturities, increased by approximately $13.2 million during the nine months
ended September 30, 1996.  The increase resulted from the accretion of the 15%
Notes and the 12 1/4% Notes, partially offset by the retirement of vendor debt.

         In June 1996, the Company sold an aggregate of 6.0 million shares of
Class A Common Stock in the Offering at a price to the public of $13 per share.
The Company received net proceeds of approximately $70.5 million of which
approximately $12.9 million was used to retire vendor debt and $11.9 million
was used to repay outstanding loans under the Company's revolving credit
facility.

         As of  September 30, 1996, the Company had no amounts outstanding
under vendor financing or revolving credit agreements and its indebtedness
under the 12 1/4% Notes was $104.5 million and its indebtedness under the 15%
Notes was $128.1 million.

         The 12 1/4% Notes, which are unsecured senior obligations of PageMart,
mature in 2003 and were issued at a substantial discount from their principal
amount at maturity.  The accretion of original issue discount on the 12 1/4%
Notes will cause an increase in indebtedness from September 30, 1996 to
November 1, 1998 of $32.0 million.  From and after November 1, 1998, interest
on the 12 1/4% Notes will be payable semiannually, in cash.

         The 15% Notes, which are unsecured senior obligations of Wireless,
mature in 2005 and were issued at a substantial discount from their principal
amount at maturity.  The accretion of original issue discount on the 15% Notes
will cause an increase in indebtedness from September 30, 1996 to February 1,
2000 of $79.2 million.  From and after February 1, 2000, interest on the 15%
Notes will be payable semiannually, in cash.

         In 1992, PageMart entered into an equipment lease with Glenayre
Technologies, Inc. (the "Vendor Lease Financing Agreement"), providing for the
financing of transmitter equipment.  On June 28, 1996, the Company retired $8.8
million of debt outstanding under the Vendor Lease Financing Agreement and the
Vendor Lease Financing Agreement was terminated.

         In May 1994, PageMart entered into a vendor purchase financing
agreement with Motorola, Inc. (the "Vendor Purchase Financing Agreement"),
providing for the financing of transmitter equipment.  On June 28, 1996, the
Company retired $4.1 million of debt outstanding under the Vendor Purchase
Financing Agreement and the Vendor Purchase Financing Agreement was terminated.





                                        16
<PAGE>   17
         In May 1995, the Company entered into a four year Revolving Credit
Agreement (the "Revolving Credit Agreement") with BT Commercial Corporation, as
Agent, and Bankers Trust Company, as Issuing Bank, which provides for a $50
million revolving line of credit.  As of September 30, 1996 there were no loans
outstanding under the Revolving Credit Agreement.  The maximum amount available
under the Revolving Credit Agreement at any time is limited to a borrowing base
amount equal to the lesser of (i) 80% of eligible accounts receivable plus 50%
eligible inventory owned by Wireless, and (ii) an amount equal to the service
contribution (as defined in the Revolving Credit Agreement) of Wireless and its
subsidiaries for the immediately preceding three-month period times 4.0.  As of
September 30, 1996, the amount available under the Revolving Credit Agreement
was $38.5 million.  Management anticipates borrowings under the Revolving
Credit Agreement during 1997.

         The indenture under which the 15% Notes were issued (the "15%
Indenture"), the indenture under which the 12 1/4% Notes were issued (the "12
1/4% Indenture") and the Revolving Credit Agreement contain certain restrictive
covenants that, among other things, limit the ability of the Company to incur
indebtedness, pay dividends, repurchase capital stock, engage in transactions
with stockholders and affiliates, create liens, sell assets, enter into leases
and engage in mergers and consolidations, and the Revolving Credit Agreement
requires the Company to maintain certain financial ratios and limits the
ability of the Company to make capital expenditures. In addition, the 12 1/4%
Indenture prohibits PageMart from paying any dividends or making other
distributions on its capital stock, making loans to Wireless, merging or
consolidating with Wireless or assuming or guaranteeing any obligations of
Wireless unless PageMart is in compliance with certain interest coverage ratios
and certain other requirements.  PageMart may, however, sell its assets to
Wireless in transactions that are arm's length in nature.  Wireless is
currently a holding company with no business or operations of its own.  Because
all of Wireless's operations are conducted through its subsidiaries, Wireless's
cash flow and consequently its ability to service debt, is almost entirely
dependent upon the earnings of its subsidiaries and the distribution of those
earnings or upon loans or other payment of funds by those subsidiaries to
Wireless.  Wireless's subsidiaries are separate and distinct legal entities and
have no obligation, contingent or otherwise, to pay any amounts due pursuant to
Wireless's obligations or to make any funds available therefor, whether by
dividends, loans or other payments.  Until the maturity of the 12 1/4% Notes,
which mature on November 1, 2003, earlier repayment of such indebtedness or
compliance with the requirements of such debt instruments, Wireless will be
unable to use any amount of cash generated by the operations of PageMart and
its subsidiaries.  However, currently Wireless does not have significant cash
requirements until March 1999 when the Revolving Credit Agreement matures.

         On November 15, 1995, the Company purchased through PageMart
International, Inc., 200,000 shares of voting common stock of PageMart Canada,
which represents 20% of the ownership of PageMart Canada.  PageMart
International, Inc. also owns 33% of the voting common stock of the holding
company parent of PageMart Canada  ("Canada Holding"), which owns the remaining
80% of the voting common stock of PageMart Canada.  The Company's investment in
Canada Holding and PageMart Canada totals approximately $3.7 million.

         As of September 30, 1996, the Company had approximately $29.9 million
in cash and cash equivalents.  The Company's cash balances and borrowings
available under the Revolving Credit Agreement are expected to be sufficient to
fund the Company's one-way operations and related capital requirements through
1997.

         Significant additional financing will be required to complete the
construction of a transmission network for two-way services and other start-up
costs and selling and marketing expenses associated with the development and
implementation of two-way services.  The Company anticipates investing $75 to
$100 million through fiscal 1998 to test and construct a two-way transmission
network. Thereafter, the Company anticipates that the two-way operations may
require up to $100 million of additional investment to substantially complete
the network buildout. The Company expects to lease rather than sell a portion
of its two-way messaging units.  The Company expects to require additional
financing to complete the buildout which may include entering into joint
venture arrangements; however, there can be no assurance that sufficient
financing will be available to the Company.  The Company's ability to incur
indebtedness is limited by the covenants contained in the 15% Indenture, the 12
1/4% Indenture and the Revolving Credit Agreement, and as a result any
additional financing may need to be equity financing.

         Future revenues, costs, product mix and new product acceptance are all
influenced by a number of factors which are inherently uncertain and difficult
to predict.  Therefore, no assurance can be given that financing for such


                                        17
<PAGE>   18
investments will be available.  No assurance can be given that the Company's
strategy will be implemented as currently planned or that the Company's
operations will generate positive cash flows.





                                        18
<PAGE>   19
                            PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is involved in various lawsuits arising in the normal
course of business.  In management's opinion, the ultimate outcome of these
lawsuits will not have a material adverse effect on the Company's financial
position or results of operations.

         On July 8, 1994, an action against the Company was filed in the United
States District Court for the Eastern District of New York by Universal Contact
Communications Inc., a former reseller of the Company's wireless messaging
devices.  The Company terminated the reseller relationship due to a monetary
default by the plaintiff.  The Company subsequently contacted plaintiff's
customers in an effort to provide continued service directly through the
Company, and discontinued plaintiff's paging services.  In the complaint,
plaintiff alleges, among other things, that the Company violated federal law by
making unsolicited advertisements, breached its contract with plaintiff,
slandered plaintiff, converted certain confidential information and trade
secrets, tortiously interfered with plaintiff's business and contractual
relations, and engaged in unfair competition.  Plaintiff seeks, among other
things, compensatory damages of $500,000 with respect to each of the nine causes
of action included in the complaint, punitive damages of $5,000,000, and various
forms of injunctive relief.  The Company is vigorously defending the action.
Trial has been set for March 3, 1997.  In management's opinion, the ultimate
outcome of this lawsuit is not expected to have a material adverse effect on the
results of operations or financial condition of the Company.

         Local 337 of the International Brotherhood of the Teamsters has filed 
a petition to organize the employees of the Detroit PageMart office. The union 
is attempting to organize all full and part time sales and support personnel. 
There are currently thirteen employees in sales and support. The election has 
been scheduled by the National Labor Relations Board for December 10, 1996. A 
majority of those voting must vote for the union in order for the union to win 
the election. In management's opinion, the ultimate outcome of the election is 
not expected to have a materially adverse effect on the results of operations 
or financial condition of the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                 None.

ITEM 6.  EXHIBITS AND REPORTS ON  FORM 8-K

(a)      Exhibits
         --------

                 The exhibits listed on the accompanying index to exhibits are
                 filed as part of this quarterly report.

(b)      Reports on Form 8-K
         -------------------

                 None.


                                      19
<PAGE>   20
                                  SIGNATURES

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.


                                       PAGEMART WIRELESS, INC.

                                                                          
                                                                          
                                       /s/ JOHN D. BELETIC    
                                       ------------------------------  
                                       JOHN D. BELETIC                    
NOVEMBER 14, 1996                      CHAIRMAN, PRESIDENT AND            
                                       CHIEF EXECUTIVE OFFICER            
                                                                          
                                                                          
                                                                          
                                                                          
                                                                          
                                       /s/ G. CLAY MYERS      
                                       ------------------------------
                                       G. CLAY MYERS                      
NOVEMBER 14, 1996                      VICE PRESIDENT, FINANCE,           
                                       CHIEF FINANCIAL OFFICER AND        
                                       TREASURER (PRINCIPAL FINANCIAL     
                                       AND CHIEF ACCOUNTING OFFICER)      
                                                                          


                                      20
<PAGE>   21
                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT NO.               DESCRIPTION
-----------               -----------
<S>            <C>
4.1 *          Indenture dated as of October 19, 1993, between PageMart, Inc.
               and United States Trust Company of New York, as Trustee, relating
               to the 12 1/4% Senior Discount Notes due 2003.

4.2 *          Indenture dated as of January 17, 1995 between PageMart
               Nationwide,Inc. and United States Trust Company of New York, as
               Trustee, relating to the 15% Senior Discount Notes due 2005.

10.1 **        PageMart Wireless, Inc. Fourth Amended and Restated 1991 Stock
               Option Plan

11.1 **        Statement regarding computation of per share loss for the three
               months ended September 30, 1996

11.2 **        Statement regarding computation of per share loss for the three
               months ended September 30, 1995

11.3 **        Statement regarding computation of per share loss for the nine
               months ended September 30, 1996

11.4 **        Statement regarding computation of per share loss for the nine
               months ended September 30, 1995

27.1 **        Financial Data Schedule.
</TABLE>



*    Each of these exhibits is hereby incorporated by reference to the
     Registration Statement of the Company on Form S-1, Registration No. 33-
     91142.

**   Filed herewith