<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 JUNE 30, 1997

                                       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 August 7, 1997, there were 34,041,902 shares of the registrant's class A
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, 1996
           AND JUNE 30, 1997 ..............................................    3

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
           AND SIX MONTHS ENDED JUNE 30, 1996 AND 1997 ....................    4

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
           MONTHS ENDED JUNE 30, 1996 AND 1997 ............................    5

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS .............    6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..................    7


PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS ................................................   17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..............   17

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K .................................   17
</TABLE>



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




<TABLE>
<CAPTION>
                                                                December 31,       June 30,
                                                                    1996            1997
                                                                ------------    ------------
                                                                                 (Unaudited)
<S>                                                             <C>             <C>         
ASSETS
Current assets:
    Cash and cash equivalents                                   $     22,603    $      6,867
    Accounts receivable, net                                          33,446          46,221
    Inventories                                                       11,702           7,490
    Prepaid expenses and other current assets                          2,821           3,400
                                                                ------------    ------------
         Total current assets                                         70,572          63,978

Property and equipment, net                                           96,943         107,626

Narrowband licenses                                                  133,065         133,065

Deferred debt issuance costs, net                                      6,378           5,955

Other assets                                                           6,662           4,531
                                                                ------------    ------------
         Total assets                                           $    313,620    $    315,155
                                                                ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Accounts payable                                            $     23,186    $     16,933
    Current maturities of long-term debt                                  --             923
    Deferred revenue                                                  27,047          36,050
    Other current liabilities                                         12,270          11,026
                                                                ------------    ------------
         Total current liabilities                                    62,503          64,932

Long-term debt                                                       240,687         262,548

Commitments and contingencies

Stockholders' equity (deficit):
    Common stock, $.0001 par value per share, 75,000,000
      shares authorized, 39,804,932 and 39,926,638 shares
      issued at December 31, 1996 and June 30, 1997,
      respectively                                                         4               4
    Additional paid-in capital                                       225,661         226,066
    Accumulated deficit                                             (214,688)       (237,848)
    Stock subscriptions receivable                                      (547)           (547)
                                                                ------------    ------------
         Total stockholders' equity (deficit)                         10,430         (12,325)
                                                                ------------    ------------
         Total liabilities and stockholders' equity (deficit)   $    313,620    $    315,155
                                                                ============    ============
</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
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                              Three Months             Six Months 
                                             Ended June 30,          Ended June 30,
                                          --------------------    --------------------
                                            1996        1997        1996        1997
                                          --------    --------    --------    --------
<S>                                       <C>         <C>         <C>         <C>     
Revenues:
    Recurring revenue                     $ 36,964    $ 50,006    $ 70,707    $ 96,481
    Equipment sales and activation fees     12,153      15,896      26,955      31,144
                                          --------    --------    --------    --------
         Total revenues                     49,117      65,902      97,662     127,625

Cost of equipment sold                      14,641      20,263      31,723      38,382

Operating expenses:
    Technical                                8,833      11,384      16,923      22,153
    Selling                                 10,464      12,339      19,911      25,005
    General and administrative              13,043      15,814      25,962      31,590
    Depreciation and amortization            4,942       7,285       9,190      14,134
                                          --------    --------    --------    --------
         Total operating expenses           37,282      46,822      71,986      92,882
                                          --------    --------    --------    --------
         Operating loss                     (2,806)     (1,183)     (6,047)     (3,639)

Other (income) expense:
    Interest expense                         8,915       9,297      17,316      18,335
    Interest income                           (146)       (124)       (365)       (300)
    Other                                      554         749         749       1,486
                                          --------    --------    --------    --------
         Total other (income) expense        9,323       9,922      17,700      19,521
                                          --------    --------    --------    --------
Net loss                                  $(12,129)   $(11,105)   $(23,747)   $(23,160)
                                          ========    ========    ========    ========


Net loss per share
    (primary and fully diluted)           $  (0.34)   $  (0.28)   $  (0.68)   $  (0.58)

Weighted average number
  of shares outstanding
    (primary and fully diluted)             35,633      39,879      35,162      39,864
</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>
                                                                   Six Months 
                                                                  Ended June 30,
                                                              --------------------
                                                                1996        1997
                                                              --------    --------
<S>                                                           <C>         <C>      
Cash flows from operating activities:
  Net loss                                                    $(23,747)   $(23,160)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
    Depreciation and amortization                                9,190      14,134
    Provision for bad debt                                       2,777       5,371
    Accretion of discount on senior discount notes              14,904      17,105
    Amortization of deferred debt issuance costs                   950         423
    Changes in certain assets and liabilities:
      Increase in accounts receivable                          (10,557)    (18,146)
      (Increase) decrease in inventories                        (4,811)      4,212
      (Increase) decrease in prepaid expense
        and other current assets                                    65        (579)
      (Increase) decrease in other assets, net                  (1,085)      1,440
      Increase (decrease) in accounts payable                    1,168      (6,253)
      Increase in deferred revenue                               4,670       9,003
      Increase (decrease) in other current liabilities             519      (1,244)
                                                              --------    --------
        Net cash provided by (used in) operating activities     (5,957)      2,306
                                                              --------    --------

Cash flows from investing activities:
  Purchases of property and equipment, net                     (27,197)    (23,360)
  Release of restricted cash                                       500          --
  Other                                                            (89)       (766)
                                                              --------    --------
        Net cash used in investing activities                  (26,786)    (24,126)
                                                              --------    --------

Cash flows from financing activities:
  Proceeds from issuance of common stock                        70,500          --
  Proceeds from issuance of common stock under
    the stock option/stock issuance plan                           134         248
  Proceeds from conversion of common stock warrants                 --         157
  Payment of stock subscription receivable                          10          --
  Borrowings under Revolving Credit Agreement                   31,100          --
  Payments on Revolving Credit Agreement                       (31,100)         --
  Borrowings from vendor financing arrangement                      --       5,857
  Payments on vendor financing arrangement                     (15,027)       (178)
  Deferred debt issuance costs incurred for
    Revolving Credit Agreement                                     (14)         --
                                                              --------    --------
        Net cash provided by financing activities               55,603       6,084
                                                              --------    --------

Net increase (decrease) in cash  & cash equivalents             22,860     (15,736)

Cash and cash equivalents, beginning of period                  26,973      22,603

                                                              --------    --------
Cash and cash equivalents, end of period                      $ 49,833    $  6,867
                                                              ========    ========


Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                                  $  1,034    $    348
    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 SIX MONTHS ENDED JUNE 30, 1997

                                  (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 ("FCC") 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, 1996. 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 six months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1997.

     Certain amounts in the prior year condensed consolidated financial
statements have been reclassified to conform with the current year
presentation.

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 June 1996 initial
public offering are assumed to be outstanding for all periods presented.

     The Company will adopt the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings per Share," ("SFAS No. 128") in the fourth quarter
of fiscal 1997. SFAS No. 128, issued February 1997, replaces the primary
earnings per share calculation with a basic earnings per share calculation and
modifies the calculation of diluted earnings per share. The Company anticipates
the adoption of SFAS No. 128 will have no impact on its reporting of net loss
per share for 1997 or prior periods.





                                       6
<PAGE>   7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following is a discussion of the results of operations and financial
condition of the Company for the three and six months ended June 30, 1997 and
1996. This discussion should be read in conjunction with the Company's
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 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 reflect management's judgment 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 and to increase
profitability and cash flow through greater utilization of its nationwide
wireless communications network. From June 30, 1996 to June 30, 1997, the
number of domestic units in service increased from 1,524,297 to 2,181,775. 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 1997 from its
one-way wireless communications business. In addition, the Company began
testing and development of two-way wireless messaging services in 1996 and
plans to continue the development and implementation in 1997 and 1998. The
Company expects to incur additional operating losses during the start-up phase
for two-way wireless messaging services. The Company does not anticipate any
significant revenues from two-way services during 1997, however, it expects to
generate 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 offsets 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 Communications, Inc., and international
expansion.

     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 those of 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




                                       7
<PAGE>   8


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
by and distribution strategies of national 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 years ended December 31, 1994, 1995 and 1996 and the six months ended
June 30, 1997 were 3.4%, 2.5%, 2.4% and 2.4%, 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 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.

THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1997

Units in Service

     Units in service from domestic operations were 1,524,297 and 2,181,775 as
of June 30, 1996 and 1997, respectively, representing an annual growth rate of
43%. In addition, for the three and six months ended June 30, 1997, PageMart
Canada Limited ("PageMart Canada") added 5,629 and 11,721 subscribers,
respectively. As a result of its ownership interest in PageMart Canada, the
Company's proportional share of net subscriber additions from PageMart Canada
was 3,378 and 7,033 units for the three and six months ended June 30, 1997,
respectively. The Company has experienced strong growth in units in service due
primarily to the success of its sales and marketing strategies in the national
retail, private brand strategic alliance and direct sales programs.




                                       8
<PAGE>   9


Revenues

     Revenues for the three and six months ended June 30, 1997 were $65.9
million and $127.5 million, respectively, compared to $49.1 million and $97.7
million for the three and six months ended June 30, 1996. Recurring revenues
for airtime, voice mail and other services for the three and six months ended
June 30, 1997 were $50.0 million and $96.5 million, respectively, compared to
$37.0 million and $70.7 million for the comparable periods ended June 30, 1996.
Revenues from equipment sales and activation fees for the three and six months
ended June 30, 1997 were $15.9 million and $31.1 million, respectively,
compared to $12.2 million and $27.0 million for the comparable periods ended
June 30, 1996. 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 the second quarter
of 1997 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 $8.50 and $7.97 in the second quarter of 1996 and
1997, respectively. Over the past year, the Company's ARPU has decreased
primarily as a result of an increase in subscribers added through the private
brand strategic alliance channel. 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 voice mail and
toll-free numbers. Management anticipates that the Company's ARPU will decline
in the foreseeable future due to a continued 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
because these are generally high volume customers that are charged wholesale
airtime rates. However, because private brand strategic alliance partners are
responsible for selling and marketing costs, billing, collection and other
administrative costs associated with end-users, the Company incurs
substantially lower marketing and administrative costs with respect to such
subscribers.

Cost of Equipment Sold

     The cost of equipment sold for the three and six months ended June 30,
1997 was $20.2 million and $38.3 million, respectively, compared to $14.6
million and $31.7 million for the comparable periods ended June 30, 1996. The
change in 1997 was primarily due to an increase in the number of units sold.
The Company expects pager costs generally to remain constant, with modest
reductions in cost to the Company as a result of volume purchases. Management
anticipates that loss on equipment sold will generally remain constant on a per
unit basis for the foreseeable future.

Operating Expenses

     Technical expenses were $11.4 million and $22.2 million for the three and
six months ended June 30, 1997, respectively, compared to $8.8 million and
$16.9 million for the comparable 1996 periods. The increase was primarily due
to increased telecommunications and site expenses associated with servicing the
Company's expanded network and larger subscriber base. On an average monthly
cost per unit in service basis, technical expenses were $2.02 and $1.81 in the
second quarter of 1996 and 1997, respectively, compared to $2.02 and $1.83 for
the six months ended June 30, 1996 and 1997, respectively. The per unit
decrease was the result of increased operating efficiencies and economies of
scale achieved through the growth of the Company's subscriber base. During the
six months ended June 30, 1997, the Company incurred $3,000 in technical
expenses associated with the development of its two-way wireless messaging
services.

     Selling expenses for the three and six months ended June 30, 1997 were
$12.2 million and $24.8 million, respectively, compared to $10.5 million and
$19.9 million for the three and six months ended June 30, 1996, respectively.
This increase resulted from greater marketing and advertising costs related to
the growth in units sold as well as costs associated with the stocking of
additional retail outlets. The Company added 6,126 retail outlets from June 30,
1996 to June 30, 1997. During the six months ended June 30, 1996 and 1997, the
Company added 284,273 and 330,330 net new domestic units in service,
respectively. 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
$85 and $86 for the three and six months ended June 30, 1996, respectively,
compared to



                                       9
<PAGE>   10


$92 and $97 for the three and six months ended June 30, 1997, respectively.
This increase was due to losses recognized on the sale of pagers due to
stocking new retail outlets in the second quarter of 1997. The Company added
3,024 additional retail outlets in the three months ended June 30, 1997,
including additions from RadioShack(R) and Southland (7-Eleven) stores. The
losses on equipment sold are recognized when pagers are shipped to the
retailers, usually before the units are placed into service, thus increasing
selling expenses (including loss on the sale of equipment) per net subscriber
addition. During the three and six months ended June 30, 1997, the Company
incurred $150,000 and $244,000, respectively, in selling expenses associated
with its international operations (including loss on sale of equipment).

     General and administrative expenses (including costs associated with
customer service, field administration and corporate headquarters) for the
three and six months ended June 30, 1997 were $15.8 million and $31.6 million,
respectively, compared to $13.0 million and $26.0 million for the comparable
1996 periods. This increase was attributable to the Company's expansion of its
customer service call centers and other administrative capabilities 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 $3.00 and $2.52 in the second quarter of 1996 and 1997, respectively, and
$3.13 and $2.61 for the six months ended June 30, 1996 and 1997, 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 six months ended June 30, 1997, the Company incurred $13,000
in general and administrative expenses associated with the development of its
two-way wireless messaging services.

     Depreciation and amortization for the three and six months ended June 30,
1997 were $7.2 million and $14.0 million, respectively, compared to $4.9
million and $9.2 million for the comparable periods ended June 30, 1996. The
increase resulted from the 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 in 1996 and the first
six months of 1997. As an average cost per month per unit in service,
depreciation and amortization was $1.14 and $1.15 in the second quarter of 1996
and 1997, respectively, and was $1.11 and $1.16 for the six months ended June
30, 1996 and 1997, respectively. During the three and six months ended June 30,
1997, the Company incurred $45,000 and $86,000, respectively, in depreciation
expenses associated with the development of its two-way wireless messaging
services.

Interest Expense

     Consolidated interest expense for the three and six months ended June 30,
1997 was $9.3 million and $18.3 million, respectively, compared to $8.9 million
and $17.3 million for the comparable periods ended June 30, 1996. The increase
in 1997 was primarily the result of increased interest expense related to the
12 1/4% Senior Discount Notes due 2003 issued by PageMart in October 1993 (the
"12 1/4% Notes") and the 15% Senior Discount Notes due 2005 issued by the
Company in January 1995 (the "15% Notes"). Interest expense related to the 12
1/4% Notes waS $3.3 million and $3.7 million for the three months ended June
30, 1996 and 1997, respectively, and was $6.5 million and $7.3 million for the
six months ended June 30, 1996 and 1997, respectively. Interest expense related
to the 15% Notes was $4.5 million and $5.4 million for the three months ended
June 30, 1996 and 1997, respectively, and was $8.9 million and $10.2 million
for the six months ended June 30, 1996 and 1997, respectively.

Net Loss

     The Company sustained consolidated net losses for the three and six months
ended June 30, 1997 of $11.1 million and $23.2 million, respectively, compared
to $12.1 million and $23.7 million for the three and six months ended June 30,
1996, 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.



                                      10
<PAGE>   11

MANAGEMENT'S PRESENTATION OF RESULTS OF OPERATIONS

Comparison with GAAP Presentation

     The Company's unaudited condensed consolidated financial statements for
the three and six months ended June 30, 1996 and 1997 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
$1.66 during the third quarter of 1995 to $2.48 during the second quarter of
1997 due primarily to the Company's increase in subscribers and resulting
benefits in economies of scale.

     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,
     voice mail, 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.

     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.



                                      11
<PAGE>   12


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
                             -----------------------------------------------------------------------------------------------------
                              SEPT. 30,    DEC. 31,     MARCH 31,    JUNE 30,     SEPT. 30,    DEC. 31,     MARCH 31,    JUNE 30,
                                1995         1995         1996         1996         1996         1996         1997         1997
                             ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                    (UNAUDITED)
<S>                          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>       
OPERATING DATA:
Recurring revenues           $   26,994   $   30,658   $   33,743   $   36,964   $   39,697   $   42,637   $   46,475   $   50,004
Technical expenses                6,842        7,015        7,943        8,783        9,725       10,273       10,765       11,385
General and
  administrative expenses        11,350       12,243       12,792       13,043       13,668       14,162       15,763       15,814
Depreciation and
  amortization                    3,469        3,910        4,248        4,942        5,714        6,288        6,808        7,240
                             ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
Operating profit before
  selling expenses                5,333        7,490        8,760       10,196       10,590       11,914       13,139       15,565
Selling expenses (1)             10,889       11,181       11,601       12,836       13,588       14,900       15,443       16,556
                             ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========
Operating income (loss)      $   (5,556)  $   (3,691)  $   (2,841)  $   (2,640)  $   (2,998)  $   (2,986)  $   (2,304)  $     (991)
                             ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========

EBITDA                       $   (2,087)  $      219   $    1,407   $    2,302   $    2,716   $    3,302   $    4,504   $    6,249
                             ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========

OTHER DATA:
Units in service (2)          1,131,464    1,240,024    1,374,146    1,524,297    1,684,937    1,851,445    2,001,525    2,181,775
Net subscriber additions        122,781      108,560      134,122      150,151      160,640      166,508      150,080      180,250
ARPU (3)                     $     8.41   $     8.62   $     8.61   $     8.50   $     8.25   $     8.04   $     8.04   $     7.97
National retail outlets           3,408        3,411        3,690        4,286        5,025        5,530        7,388       10,412

Operating profit before
  selling expenses per
  subscriber per month (4)   $     1.66   $     2.11   $     2.23   $     2.35   $     2.20   $     2.25   $     2.27   $     2.48
Selling expenses per net
  subscriber addition (1)(5) $       89   $      103   $       86   $       85   $       85   $       89   $      103   $       92
Capital employed per
  unit in service (6)        $       39   $       40   $       41   $       49   $       49   $       43   $       41   $       40
</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 consolidated total assets (excluding cash,
     narrowband personal communications services assets and international
     investments) minus current liabilities (excluding current maturities of
     long-term debt), by units in service at the end of the period.





                                      12
<PAGE>   13

Supplementary Information

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

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED JUNE 30, 1997
                                        ------------------------------------------------
                                        PAGEMART     PAGEMART     PAGEMART
                                         ONE-WAY      TWO-WAY     INT'L (1)      TOTAL
                                        ---------    ---------    ---------    ---------
                                                          (Unaudited)
<S>                                     <C>          <C>          <C>          <C>      
Revenues                                $  65,871    $      --    $      31    $  65,902
Technical expense                          11,385           (1)          --       11,384
Selling expense                            12,189           --          150       12,339
General and administrative expense         15,814           --           --       15,814
Depreciation and amortization expense       7,240           45           --        7,285
Operating loss                               (991)         (44)        (148)      (1,183)
EBITDA                                      6,249            1         (148)       6,102

Total assets                              153,376      161,502          277      315,155
Capital expenditures                        9,067        4,273           --       13,340
</TABLE>

<TABLE>
<CAPTION>
                                                 SIX MONTHS ENDED JUNE 30, 1997
                                        ------------------------------------------------
                                        PAGEMART     PAGEMART     PAGEMART
                                         ONE-WAY      TWO-WAY     INT'L (1)      TOTAL
                                        ---------    ---------    ---------    ---------
                                                          (Unaudited)
<S>                                     <C>          <C>          <C>          <C>      
Revenues                                $ 127,529    $      --    $      96    $ 127,625
Technical expense                          22,150            3           --       22,153
Selling expense                            24,761           --          244       25,005
General and administrative expense         31,577           13           --       31,590
Depreciation and amortization expense      14,048           86           --       14,134
Operating loss                             (3,295)        (102)        (242)      (3,639)
EBITDA                                     10,753          (16)        (242)      10,495

Total assets                              153,376      161,502          277      315,155
Capital expenditures                       13,501        9,859           --       23,360
</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.





                                      13
<PAGE>   14

LIQUIDITY AND CAPITAL RESOURCES

     The Company's operations have historically required substantial capital
investment for the development and installation of its wireless communications
network, the procurement of messaging equipment and expansion into new and
existing 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.

     Capital expenditures for the six months ended June 30, 1997 were $23.4
million compared to $27.2 million for the six months ended June 30, 1996.
Capital expenditures for the six months ended 1997 include approximately $9.9
million related to the development of two-way messaging services, $8.9 million
for the Company's one-way network and $4.6 million for the development of the
Company's new administrative system. 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 (the "Vendor
Commitment"). Through June 30, 1997, the Company has purchased $21.7 million of
network infrastructure under this purchase commitment.

     The Company's net cash provided by operating activities for the six months
ended June 30, 1997 was $2.3 compared with the net cash used of $6.0 million
for the six months ended June 30, 1996. Net cash used in investing activities
was $24.1 million for the six months ended June 30, 1997 compared with $26.8
million for the comparable 1996 period. Of the $24.1 million used in investing
activities in 1997, $23.4 million was for capital expenditures. Net cash
provided by financing activities, including borrowings and equity issuances was
$6.1 million for the six months ended June 30, 1997 compared with the $55.6
million for the six months ended June 30, 1996. Long-term obligations, less
current maturities, increased by approximately $21.9 million during the six
months ended June 30, 1997. The increase resulted from the accretion of the 15%
Notes of $10.0 million, the accretion of the 12 1/4% Notes of $7.1 million and
$4.8 million of borrowings on a vendor financing arrangement.

     In March 1997, PageMart entered into a vendor financing arrangement with
an infrastructure vendor (the "Vendor Financing Arrangement"), providing for
the financing of one-way or two-way infrastructure equipment over a period of
60 months up to a maximum aggregate amount of $30 million. Borrowings under the
Vendor Financing Arrangement are secured by the equipment purchased. The
interest rate applicable to such financing is equal to the sum of 7.00% and the
London interbank offered rate ("LIBOR") as published in the Wall Street Journal
for three month maturities or the sum of 4.25% and the U.S. prime rate of
interest as published in the Wall Street Journal. The weighted average interest
rate in effect on June 30, 1997 with respect to the Vendor Financing
Arrangement was 12.5%.

     As of June 30, 1997, the Company had $5.7 million outstanding under a
vendor financing arrangement and its indebtedness under the 12 1/4% Notes was
$115.1 million and its indebtedness under the 15% Notes was $142.7 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 June 30, 1997 to November 1,
1998 of $21.4 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 June 30, 1997 to February 1, 2000 of
$64.6 million. From and after February 1, 2000, interest on the 15% Notes will
be payable semiannually, in cash.

     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 June 30, 1997 there were no loans
outstanding under the Revolving Credit Agreement. The maximum amount available
under the Revolving Credit Agreement at any time


                                      14
<PAGE>   15


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 June 30, 1997, the amount available under
the Revolving Credit Agreement was $36.1 million. In the event Wireless
exercised its option to increase its borrowing base by purchasing inventory and
accounts receivable from PageMart, the maximum amount available under the
Revolving Credit agreement would have been $41.0 million at June 30, 1997.
Management anticipates borrowing under the Revolving Credit Agreement during
the third quarter of 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"), the Revolving Credit Agreement and the Vendor Financing 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 voting shares of 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 June 30, 1997, the Company had approximately $6.9 million in cash
and cash equivalents. The Company's cash balances and borrowings under the
Revolving Credit Agreement and the Vendor Financing Arrangement are expected to
be sufficient to fund the Company's one-way operations and related capital
requirements through 1997. The Company anticipates its one-way messaging
operations will generate sufficient cash flows to fund one-way capital
expenditures for 1998. The Company's two-way messaging operations are expected
to require additional capital in 1998. The Company anticipates funding a
portion of its two-way messaging operations with available borrowings under the
Revolving Credit Agreement, Vendor Financing Arrangement and from any excess
cash generated from the Company's one-way messaging operations.

     As the Company begins development and implementation of narrowband
personal communications services, the Company expects to incur additional
operating losses during the start-up phase for such services and it will
continue to be necessary for the Company to make substantial investments. The
Company anticipates requiring additional sources of capital to fund the
construction of a two-way messaging network, including expenditures relating to
the buildout requirements of the Federal Communications Commission ("FCC"). 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 fund operations, marketing and to add capacity to the
network as the Company's two-way customer base grows. The Company expects to
lease rather than sell a portion of its two-way messaging units. The Company


                                      15
<PAGE>   16


expects to require additional financing to complete the buildout, which may
include additional vendor financing or 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. As a result any additional financing may
need to be equity financing. The Company does not anticipate any significant
revenues from two-way services in 1997.

     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. While management believes that it will be able to secure adequate
financing and achieve profitable operations, no assurance can be given that
financing for such 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.

     This Form 10-Q contains statements that constitute forward-looking
statements. Readers are cautioned that such forward-looking statements involve
risk and uncertainties, and are subject to change based on various important
factors. The following factors, among others, in some cases have affected and
in the future could affect the Company's financial performance and actual
results and could cause actual results for 1997 and beyond to differ materially
from those expressed in any such forward-looking statements - economic
conditions generally in the United States and consumer confidence; the ability
of the Company to manage its debt levels; the impact of technological change in
the telecommunications industry; the future cost of network infrastructure and
subscriber equipment; the impact of competition and pricing of paging and
wireless services; the timely development and acceptance of new products;
changes in regulation by the FCC and various state regulatory agencies and the
ability of the Company to obtain financing to construct, operate and market the
transmission network for two-way services.



                                      16
<PAGE>   17
                           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.

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.



                                      17
<PAGE>   18
                                   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
August 13, 1997                         Chairman, President and
                                        Chief Executive Officer


                                        /s/ G. CLAY MYERS
                                        ------------------------------------
                                        G. Clay Myers
August 13, 1997                         Vice President, Finance,
                                        Chief Financial Officer and
                                        Treasurer (principal financial
                                        and chief accounting officer)
                                        ------------------------------------





                                      18
<PAGE>   19
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.    DESCRIPTION
-----------    -----------
<S>            <C>
10.1*          Purchase Financing Agreement dated March 21, 1997 between
               PageMart, Inc. and Glenayre Electronics, Inc.

11.1*          Statement regarding computation of per share loss for the three
               months ended June 30, 1997.

11.2*          Statement regarding computation of per share loss for the three
               months ended June 30, 1996.

11.3*          Statement regarding computation of per share loss for the six
               months ended June 30, 1997.

11.4*          Statement regarding computation of per share loss for the six
               months ended June 30, 1996.

27.1*          Financial Data Schedule.
</TABLE>


*    Filed herewith