<PAGE>

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                      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 Number 0-16029

                                  PRONET INC.
            (Exact name of registrant as specified in its charter)

              DELAWARE                                 75-1832168
 (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                 Identification Number)

          6340 LBJ Freeway                              75240
            Dallas, Texas                             (Zip Code)
(Address of principal executive offices)

   Registrant's telephone number, including area code: (972-687-2000)

     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
                                               ---     ---

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of September 30, 1996: 11,575,437.

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<PAGE>

                                  PRONET INC.

                                     INDEX


PART I.  FINANCIAL INFORMATION

                                                                            PAGE
                                                                            ----
         Item 1. Financial Statements (Unaudited)

                 Consolidated Balance Sheets at September 30, 1996 and
                  December 31, 1995..........................................  1

                 Consolidated Statements of Operations for the
                  Three and Nine Months Ended September 30, 1996 and 1995..... 2

                 Consolidated Statements of Cash Flows for the 
                  Three and Nine Months Ended September 30, 1996 and 1995..... 3

                 Notes to Consolidated Financial Statements................... 4


         Item 2. Management's Discussion and Analysis
                 of Financial Condition and Results of Operations............. 9

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings........................................... 17

         Item 6. Exhibits and Reports on Form 8-K............................ 17

         SIGNATURES.......................................................... 21


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                         PRONET INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)


                                    ASSETS

                                                     SEPTEMBER 30,  DECEMBER 31,
                                                         1996           1995
                                                     -------------  ------------
                                                      (Unaudited)
CURRENT ASSETS
  Cash and cash equivalents                                 $1,934    $10,154
  Trade accounts receivable, net of allowance for 
   doubtful accounts                                        11,540      7,498
  Federal income tax receivable--Note E                        753        990
  Inventories                                                2,465      1,574
  Other current assets                                       2,299      1,937
                                                          --------   --------
                                                            18,991     22,153
EQUIPMENT
  Pagers                                                    59,457     36,789
  Communications equipment                                  43,813     26,051
  Security systems' equipment                               12,814     11,866
  Office and other equipment                                10,582      7,179
                                                          --------   --------
                                                           126,666     81,885
  Less allowance for depreciation                          (47,518)   (34,203)
                                                          --------   --------
                                                            79,148     47,682
GOODWILL AND OTHER ASSETS, net of amortization--Note A     186,679    117,134
                                                          --------   --------
                                                          $284,818   $186,969
                                                          --------   --------
                                                          --------   --------
                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Trade payables                                            $9,764     $8,387
  Other accrued expenses and liabilities                    11,029     10,524
                                                          --------   --------
                                                            20,793     18,911
LONG-TERM DEBT, less current maturities--Note B            118,361     99,319
DEFERRED CREDITS--Note C                                     6,348     19,183
STOCKHOLDERS' EQUITY--Note A
  Common stock                                                 120         70
  Additional capital                                       174,085     56,617
  Retained deficit                                         (33,429)   (5,671)
  Less treasury stock at cost                               (1,460)   (1,460)
                                                          --------   --------
                                                           139,316     49,556
                                                          --------   --------
                                                          $284,818   $186,969
                                                          --------   --------
                                                          --------   --------

  
                See notes to consolidated financial statements.

                                     1
<PAGE>

                         PRONET INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                        THREE MONTHS ENDED   NINE MONTHS ENDED
                                            SEPTEMBER 30,       SEPTEMBER 30,
                                        ------------------  ------------------
                                            1996      1995     1996     1995
                                            ----      ----     ----     ----
                                             (Unaudited)         (Unaudited)
REVENUES
  Service revenues...................... $ 21,460  $ 15,297  $ 63,402  $ 39,189
  Product sales.........................    4,017     2,462    11,052     7,131
                                         --------  --------  --------  --------
  Total revenues........................   25,477    17,759    74,454    46,320
  Cost of products sold.................   (3,307)   (2,615)   (9,443)   (7,210)
                                         --------  --------  --------  --------
                                           22,170    15,144    65,011    39,110

COST OF SERVICES
  Pager lease and access services.......    6,184     3,784    17,408     9,139
  Security systems' equipment services..      292       360       882       900
                                         --------  --------  --------  --------
                                            6,476     4,144    18,290    10,039
                                         --------  --------  --------  --------
  GROSS MARGIN..........................   15,694    11,000    46,721    29,071

  EXPENSES
  Sales and marketing...................    3,890     1,865    11,805     5,277
  General and administrative............    5,862     4,083    17,206    10,882
  Depreciation and amortization.........    9,630     4,479    26,762    10,941
  Nonrecurring charges - Note D.........       26        --     7,400        --
                                         --------  --------  --------  --------
                                           19,408    10,427    63,173    27,100
                                         --------  --------  --------  --------
  OPERATING INCOME (LOSS)...............   (3,714)      573   (16,452)    1,971

OTHER INCOME (EXPENSE)
  Interest and other income.............       20       853       234       976
  Interest expense......................   (3,670)   (3,340)  (11,316)   (5,233)
                                         --------  --------  --------  --------
                                           (3,650)   (2,487)  (11,082)   (4,257)
                                         --------  --------  --------  --------
  LOSS BEFORE INCOME TAXES..............   (7,364)   (1,914)  (27,534)   (2,286)
Income tax expense - Note E.............      124       116       224        78
                                         --------  --------  --------  --------
  NET LOSS.............................. $ (7,488) $ (2,030) $(27,758) $ (2,364)
                                         --------  --------  --------  --------
                                         --------  --------  --------  --------
NET LOSS PER SHARE...................... $  (0.65) $  (0.32) $  (3.10) $  (0.38)
                                         --------  --------  --------  --------
                                         --------  --------  --------  --------
WEIGHTED AVERAGE SHARES.................   11,572     6,323     8,962     6,199
                                         --------  --------  --------  --------
                                         --------  --------  --------  --------

                See notes to consolidated financial statements.

                                         2
<PAGE>

                         PRONET INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)


<TABLE>
                                                              NINE MONTHS ENDED
                                                                SEPTEMBER 30,
                                                            ----------------------
                                                                1996       1995
                                                            ----------   ---------
                                                                  (Unaudited)
<S>                                                         <C>           <C>
OPERATING ACTIVITIES:
Net loss .................................................. $  (27,758)  $  (2,364)
Adjustments to reconcile net loss to net cash provided by
 operating activities:
  Depreciation and amortization ...........................     26,762      10,941
  Amortization of discount ................................         42          18
  Provision for losses on accounts receivable .............      1,084         770
  Changes in operating assets and liabilities:
   Increase in trade accounts receivable ..................     (3,674)       (800)
   Increase (decrease) in inventories......................     (1,159)        204
   Increase in other current assets .......................     (2,395)        (77)
   Decrease in other assets ...............................      5,476          --
   Increase (decrease) in trade payables and
     other accrued expenses and liabilities ...............      2,771        (252)
                                                            ----------   ---------
  Net cash  provided by operating activities ..............      1,149       8,440
INVESTING ACTIVITIES:
  Purchase of equipment, net ..............................    (11,768)     (4,298)
  Purchase of pagers, net of disposals ....................    (24,132)     (1,392)
  Acquisitions, net of cash acquired ......................    (76,703)    (50,288)
  Computer system software, product enhancements
   and other intangible assets ............................       (934)     (1,143)
  Other ...................................................       (390)        (35)
                                                            ----------   ---------
  Net cash used in investing activities ...................   (113,927)    (57,156)
FINANCING ACTIVITIES:
  Bank debt ...............................................     67,000      39,900
  Senior subordinated debt offering - net .................         --      99,283
  Sale of common stock - net ..............................     94,800          --
  Payment on bank debt ....................................    (48,000)    (49,400)
  Exercise of incentive stock options for common stock ....         66       1,357
  Debt financing costs ....................................     (8,948)     (5,324)
  Other ...................................................       (360)        (58)
                                                            ----------   ---------
  Net cash provided by financing activities ...............    104,558      85,758
                                                            ----------   ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..........     (8,220)     37,042
CASH AND CASH EQUIVALENTS:
  Beginning of period .....................................     10,154         666
                                                            ----------   ---------
  End of period ........................................... $    1,934   $  37,708
                                                            ----------   ---------
                                                            ----------   ---------
</TABLE>



                See notes to consolidated financial statements.

                                      3
<PAGE>

                         PRONET INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     NINE MONTHS ENDED SEPTEMBER 30, 1996

NOTE A - ACCOUNTING POLICIES

     BASIS OF PRESENTATION:  The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the 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. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the nine month
period ended September 30, 1996 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1996. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Form 10-K for ProNet Inc. (the "Company") for the year
ended December 31, 1995 filed with the Securities and Exchange Commission (the
"SEC") on March 1, 1996.

     GOODWILL AND OTHER ASSETS:  Goodwill and other assets consist of the
following (in thousands):

                                             SEPTEMBER 30,   DECEMBER 31,
                                                 1996            1995
                                             -------------   ------------
          Goodwill..........................   $143,755        $108,153
          Debt financing costs..............     10,784           6,980
          FCC licenses......................     34,659             150
          Other.............................     16,407          11,117
                                               --------        --------
                                                205,605         126,400
          Less accumulated amortization.....     18,926           9,266
                                               --------        --------
                                               $186,679        $117,134
                                               --------        --------
                                               --------        --------

     Goodwill is amortized using the straight-line method over a fifteen year
term. Debt financing costs consist of costs incurred in connection with the
Company's senior subordinated notes and revolving line of credit and are
amortized over periods not to exceed the terms of the related agreements.
Amortization of the FCC licenses is deferred while the related system is not
operational.

     NET LOSS PER SHARE:  Net loss per share is based on the weighted average
number of common shares outstanding during each period.

     RECLASSIFICATION OF FINANCIAL STATEMENTS:  The 1995 financial statements
have been reclassified to conform to the 1996 financial statement presentation.

NOTE B - LONG-TERM DEBT

     Long-term debt consists of the following (in thousands):

                                               SEPTEMBER 30,   DECEMBER 31,
                                                    1996           1995
                                               -------------   ------------
          Senior subordinated notes.........     $ 99,361        $99,319
          Revolving line of credit..........       19,000             --
                                                 --------        -------
                                                  118,361         99,319
          Less current maturities...........           --             --
                                                 --------        -------
                                                 $118,361        $99,319
                                                 --------        -------
                                                 --------        -------

                                       4
<PAGE>

                         PRONET INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CREDIT FACILITIES

     In June 1995, the Company entered into an agreement with The First
National Bank of Chicago, as Agent (the "Lender"), making available a $125
million revolving line of credit (the "1995 Credit Facility") for working
capital purposes and for acquisitions approved by the Lender. Under the terms
of the 1995 Credit Facility, the revolving line of credit would convert in
February 1997 to a five and one-half year term loan maturing in July 2002.
Borrowings were secured by all assets of the Company and its subsidiaries.  The
1995 Credit Facility required maintenance of certain specified financial and
operating covenants and prohibited the payment of dividends or other
distributions on the Company's common stock (the "Common Stock").  The 1995
Credit Facility also permitted the issuance of senior subordinated notes and
stated that in the event of an issuance of subordinated indebtedness of the
Company or an equity issuance (other than the common stock offering which
occurred in 1994), the Lender could request that some portion of the proceeds
be used to pay down outstanding borrowings under the 1995 Credit Facility.

     In June 1996, the Company repaid the $48 million outstanding under the
1995 Credit Facility and $92,000 in related termination fees.

     Also in June 1996, the Company entered into a new agreement with the
Lender for $300 million senior secured credit facilities, ("Former Credit
Facilities") to be used to finance non-hostile acquisitions of paging
businesses, capital expenditures and general corporate purposes.   The Former
Credit Facilities were amended in August 1996 ("Credit Facilities") reducing
the amount of credit available from $300 million under the Former Credit
Facilities to $150 million under the Credit Facilities.  The $150 million under
the  Credit Facilities consist of  a $25 million  revolving line of credit
maturing December 31, 2003 and a $125 million two year revolving line of credit
which converts July 1, 1998 to a term loan maturing December 31, 2003.  The
borrowings bear interest, at the Company's designation, at either (i) the
Alternate Base Rate ("ABR") plus a margin of up to 1.5%, or (ii) the Eurodollar
Base Rate plus a margin of up to 2.75%.  The term loan will be payable in
quarterly installments, based on the principal amount outstanding on the
conversion date, in amounts ranging from 7% initially to 20%.  Loans bearing
interest based on ABR may be prepaid at any time, and loans bearing interest
based on the Eurodollar Rate may not be paid prior to the last day of the
applicable interest period.  In addition, an arrangement fee of $250,000 and
upfront fees of (i) 1.125% of the Lender's commitment and (ii) .875% of each co-
agent's commitment was paid in June 1996.  A commitment fee of either .375% or
 .5% on the average daily unused portion of the Credit Facilities is required to
be paid quarterly. Borrowings are secured by all assets of the Company and its
subsidiaries.  The Credit Facilities require maintenance of certain specified
financial and operating covenants and prohibit the payment of dividends on the
Common Stock.  The Credit Facilities also state that in the event of an
issuance of subordinated indebtedness of the Company or an equity issuance
(other than the common stock offering which occurred in June 1996), the Lender
can require that some portion of the proceeds be used to make payments on
outstanding borrowings under the Credit Facilities.

     Effective August 13, 1996, the Lender began requiring interest exchange 
or insurance agreements or other financial accommodations with one or more 
financial institutions providing for an agreed upon fixed rate of interest on 
at least 50% of the total indebtedness. At September 30, 1996, approximately 
84% of the total indebtedness was at a fixed rate of interest.

NOTE C - DEFERRED CREDITS

     Deferred credits consist of the following (in thousands):

                                         SEPTEMBER 30, 1996   DECEMBER 31, 1995
                                         ------------------   -----------------
          Deferred payments............         $5,660              $18,495
          Deferred tax liability.......            688                  688
                                                ------              -------
                                                $6,348              $19,183
                                                ------              -------
                                                ------              -------
                                       5
<PAGE>

                         PRONET INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Company has deferred payments outstanding related to various completed
acquisitions which are due and payable up to one year from the closing of the
respective transactions.  The balances are payable, at the Company's
discretion, either in cash or shares of Common Stock based on current market
value at the date of payment. During the first nine months of 1996, the Company
paid $1.0 million in cash and issued 769,664 shares of its Common Stock in
payment of $18.5 million of various deferred payments and assumed $5.7 million
in deferred payments related to various acquisitions.

NOTE D - ACQUISITIONS

     In early 1993, the Company announced its plans to commence a program of
acquiring businesses that serve the commercial paging market and offer
operational synergies when integrated within the Company's SuperCenters. During
1994 and 1995, the Company completed 13 acquisitions at a total cost of $128.2
million. Effective January 1, 1996, the Company acquired substantially all of
the paging assets of Sun Paging Communications ("Sun") and SigNet Paging of
Raleigh, Inc. ("SigNet Raleigh") and all of the outstanding capital stock of
Cobbwells, Inc. dba Page One ("Page One") for $2.3 million, $8.7 million and
$19.7 million, respectively. Effective February 1, 1996, the Company completed
the acquisition of all of the outstanding capital stock of A.G.R. Electronics,
Inc. and affiliates ("AGR"), Total Communication Services, Inc. ("Total") and
Williams Metro Communications Corp. and affiliates ("Williams") for $6.5
million, $2.2 million and $2.7 million, respectively.  The nineteen completed
acquisitions were accounted for as purchases and funded by borrowings under the
Company's revolving line of credit, proceeds from the sale of the senior
subordinated notes and issuances of shares of the Company's Common Stock. The
Company also completed the purchase of a nationwide license (931.9125 MHz Radio
Common Carrier frequency) and associated system equipment (the "Nationwide
License") from Motorola, Inc. for a purchase price of $43 million.  The
purchase of the Nationwide License was financed by proceeds from the Company's
equity offering in June 1996 and by borrowings under the Company's Credit
Facilities.  Also in 1996, the Company signed two definitive agreements.  The
first definitive agreement involved a merger with the Paging Divisions of 
CalPage (formerly Pac-West Telecomm, Inc.) and affiliates ("CalPage").  The 
second definitive agreement involved the purchase of all of the outstanding 
capital stock of Georgialina Communication Company and affiliates 
("Georgialina"). As further discussed in Note G - Subsequent Events, the 
CalPage and Georgialina transactions were completed in the fourth quarter of 
1996 and were accounted for as purchases for an approximate aggregate cost 
of $28.6 million.

         Also in 1996, the Company signed a definitive agreement involving the
merger of the Company and Teletouch Communications, Inc. ("Teletouch"). The
Company also signed a letter of intent to purchase substantially all of the
assets of Ventures in Paging, L.C. ("VIP").  In the third quarter, the Company
along with Teletouch announced the decision to terminate the Teletouch merger.
Under the terms of the $120 million 10 7/8% senior subordinated notes due 2006
(the "1996 Notes"), the proceeds from the sale of the 1996 Notes were held in
escrow upon completion of the offering in June 1996.  The proceeds of such
offering could only be used in connection with the  Teletouch merger, and
accordingly, were not recorded on the Company's financial statements pending
the finalization of the merger.  As a result of the termination of the merger
agreement with Teletouch, the escrow funds were used to redeem the notes at
101% of the principal amount of the 1996 Notes at maturity, plus accrued
interest to the date of redemption.  Nonrecurring charges of approximately $7.4
million incurred by the Company in connection with the proposed Teletouch merger
were recorded during the nine months ended September 30, 1996.  These charges
consist primarily of underwriting, advisory, legal and accounting fees and
merger financing costs.  The Company also elected not to pursue the acquisition
of the assets of VIP.

                                        6
<PAGE>

                         PRONET INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The pro forma unaudited results of operations for the nine months ended
September 30, 1996 and 1995, (which include acquisitions closed as of September
30, 1996 and excludes any pending acquisitions), assuming consummation of the
purchases at the beginning of the periods indicated, are as follows (in
thousands, except per share data):

                                                NINE MONTHS ENDED
                                                  SEPTEMBER 30,
                                               -------------------
                                                  1996       1995
                                               --------    -------
          Total revenues....................   $ 74,864    $74,964
          Net loss..........................    (27,922)    (7,945)
          Net loss per common share.........      (3.09)     (1.22)


     These pro forma results have been prepared for comparative purposes only
and do not purport to be indicative of the results of operations which actually
would have resulted had the acquisitions been made as of those dates or of
results which may occur in the future.

NOTE E - INCOME TAXES

     For the three and nine months ended September 30, 1996, the differences
between the U.S. Federal statutory tax rate and the effective tax rate is the
amortization of goodwill related to stock acquisitions, which is not deductible
for tax purposes and an allowance provided against the three and nine months
ended September 30, 1996 operating loss which may not be realizable within the
statutory time frame.  Additionally, no recognition has been given to the
potential future tax benefits from net operating losses incurred in the first
three quarters of 1996.

NOTE F - LITIGATION

     The Company, its directors, and certain of its officers are defendants in
eight separate actions brought in the United States District Court for the
Northern District of Texas and the District Courts of Dallas County, Texas. The
actions pending in federal court are captioned:  WERNER V. PRONET INC., ET AL.,
No. 3-96CV1795-P; BLUM V. PRONET INC., ET AL., No. 3-96CV1845-R; MOLINA V.
PRONET INC., ET AL., No. 3-96CV1972-R; SMITH, ET AL. V. LEHMAN BROTHERS, ET
AL., No. 3-96CV2116-H; L.L. CAPITAL PARTNERS L.P. V. PRONET INC., ET AL., No. 3-
96-CV-02197-D.  The actions pending in state court are captioned:  DENNIS V.
PRONET INC., ET AL., No. 96-06509; GREENFIELD V. PRONET INC., ET AL., No. 96-
06782-B; and DRUCKER V. PRONET INC., ET AL., No. 96-06786-L.

     Each of these cases purports to be a class action on behalf of a class of
purchasers of the Company's stock.  The actions, taken as a group, allege that
the Company violated the Securities Act of 1933, the Securities Exchange Act of
1934 (and Rule 10b-5 thereunder), and certain state statutes and common law
doctrines.  All of the actions were filed after the price of the Company's
stock decreased in June 1996.  Certain of the actions pertain to an alleged
class of plaintiffs who purchased shares in the Company's $100 million public
offering, which closed on June 5, 1996.  Other actions purport to include
claims on behalf of all purchasers of the Company's Common Stock during an
alleged class period. The state cases have been consolidated into a single
action.  The federal actions are subject to pending motions requesting the
appointment of lead plaintiffs, as that term is used in the Private Securities
Reform Act of 1995, and requesting that the Court consolidate the various
federal actions into two separate consolidated actions, depending upon the
nature of the claims raised.

     The Company will vigorously defend the actions.  The Company anticipates 
that the plaintiffs will claim substantial damages.  Because these cases have 
recently been filed, the Company cannot predict the amount of damages, if 
any. The final outcome of the issues that are the subject of these actions 
could have a material adverse effect on the Company's results of operations 
in 1996 and in the future.

                                       7
<PAGE>

                         PRONET INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G - SUBSEQUENT EVENTS

     On October 10, 1996, the Company filed a Form S-3 Registration Statement
(the "1996 S-3") to register 1,500,000 shares of its Common Stock to fund
portions of the purchase prices for the Company's acquisitions.  The 1996 S-3
was declared effective by the SEC on November 13, 1996.

     On October 16, 1996, the Company announced the completion of the merger
with CalPage.  The merger, which added more than 45,000 subscribers, was
completed for approximately $17.2 million, comprised of approximately $10.3
million in cash and 897,771 shares of the Company's Common Stock paid at
closing.  On this same date the Company announced the completion of the
acquisition of Georgialina, adding more than 27,000 subscribers, for a purchase
price of approximately $11.4 million paid in cash at closing.   These
acquisitions were accounted for as purchases, and the cash portions of the
purchase prices  were funded by borrowings under the Company's Credit
Facilities.

                                     8
<PAGE>

ITEM 2.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW
     The Company provides wireless messaging services through its paging and
security systems operations. Until 1994, paging services were provided solely
to subscribers in the healthcare industry. Beginning in 1994, the Company
broadened its operating focus through the acquisition of paging businesses
serving the general commercial marketplace. As a result of numerous completed
acquisitions, the Company's results of operations for prior periods may not be
indicative of future performance.

     The Company is a leading provider of paging services in major metropolitan
markets in the United States and focuses its activities in five geographic
regions or communication "SuperCenters" centered around major metropolitan
markets and population corridors, which generally have the demographics, market
size, travel patterns and types of businesses that indicate significant
potential demand for the Company's products and services.  The SuperCenters are
located in New York, Chicago, Houston, Charlotte and Los Angeles.  The Company
is one of the seven largest publicly traded paging companies in the United
States, and pro forma for the CalPage and Georgialina acquisitions would have
approximately 1.2 million subscribers at September 30, 1996.

     As one of its enhanced wireless communications services, through its
wholly-owned subsidiary, Electronic Tracking Systems Inc. ("ETS"), which
operates under the name of ProNet Tracking Systems ("PTS"), the Company markets
radio-activated electronic tracking security systems primarily to financial
institutions throughout the United States.  The systems consist of radio
transmitters, or "TracPacs," which are disguised in items of value. When such
an item is removed from a financial institution without authorization, the
TracPac signals the appropriate law enforcement authorities, who in turn follow
the signal generated by the TracPac to recover the item and apprehend the
suspect.

     In both its paging and security systems operations, the Company builds and
operates communications systems and generates revenues from the sale and lease
of pagers, Intelligent Processing Terminal ("IPT") systems and security devices
and related access fees. The Company's revenues are derived primarily from
fixed monthly, quarterly, annual and bi-annual fees charged to customers for
paging and security tracking services. While a subscriber remains in service,
operating results benefit from this recurring monthly revenue stream with
minimal requirements for additional selling expenses or other fixed costs.
However, certain variable costs such as telephone and equipment charges are
directly related to the number of pagers in service.

     Each month a percentage of the customer base disconnects service for a
variety of reasons. ProNet does, however, place substantial emphasis on
customer care and quality of service and as a result its paging business
currently has a disconnect ("churn") rate in line with the industry average of
approximately 3.1% (source: The State of the U.S. Paging Industry:  1995,
September 1995, Economic and Management Consultants International, Inc.). Churn
is the number of customers disconnecting service each month as a percentage of
the total subscriber base. Although the Company's current disconnect rate is in
line with the industry average, there can be no assurance that the Company will
not experience an increase in its churn rate, which may adversely affect the
Company's results of operations.  The Company's monthly churn rate in the
security tracking business is lower than in its paging business - currently
approximately 1.1%.

     Currently, service revenues consist of two components - service fees and
unit leasing fees. As the Company pursues its strategy of expanding into new
markets, increasing its coverage within its existing service areas and
broadening its customer base and distribution channels, the percentage of
customers who own and maintain ("COAM") their paging equipment rather than
leasing it from the Company is likely to increase. This, together with
competitive factors, may result in declining service revenues per subscriber
since these customers will not pay a leasing fee as part of their monthly
charge. However, the Company will not incur the capital costs related to these
COAM pagers. Additionally, average revenue per unit ("ARPU") for pagers served
through resellers is lower than for direct sales due to the wholesale rates
charged to this distribution channel. Such resellers do, however, assume all
selling, marketing, subscriber management and related costs that would
otherwise be incurred by the Company.

                                        9
<PAGE>

     Product sales and costs are also likely to increase as the business mix
shifts in favor of COAM units. The Company's objective is to break even on
product sales, but it may selectively offer discounts due to promotional offers
or competitive pressures.

     The Company currently enjoys low operating costs per unit due to the
efficiency of its operations. It expects that the development of its business
within and around its SuperCenters will result in substantial economies of
scale and consolidation of operating and selling expenses that will help it
retain this competitive advantage.

     Earnings before other income (expense), income taxes, depreciation and
amortization and nonrecurring charges ("EBITDA") is a standard measure of
operating performance in the paging industry. The Company's EBITDA and cash
flows from operating activities have each grown at a compound annual rate of
over 36% over the past four years. EBITDA and cash flows from operating
activities growth is expected to continue although near term EBITDA margins may
be slightly impacted by legal costs, start-up costs associated with certain
SuperCenters and the buildout of existing and acquired frequencies in its
marketplaces. Non-cash and financing-related charges for the Company's
acquisition program negatively impacted earnings in 1995 and the first nine
months of 1996 and have the potential to continue the trend in the future.

     The following discussion and analysis of financial condition and results
of operations includes the historical results of operations of the Company and
the results of operations from the respective acquisition dates of all
acquisitions completed by the Company during 1994, 1995 and the first nine
months of 1996. The results of operations of CalPage and Georgialina are not
reflected in this discussion.

PAGING SYSTEMS' RESULTS OF OPERATIONS FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995


                                         THREE MONTHS ENDED   NINE MONTHS ENDED
                                            SEPTEMBER 30,        SEPTEMBER 30,
                                        -------------------  ------------------
                                          1996      1995       1996      1995
                                        -------   -------    ---------   ------
                                          (in thousands)       (in thousands)
Revenues
 Service revenues...................... $19,998   $13,929    $ 59,134   $35,207
 Product sales.........................   3,999     2,462      11,012     6,994
                                        -------   -------   ---------   -------
Total revenues.........................  23,997    16,391      70,146    42,201
Cost of products sold..................  (3,303)   (2,613)     (9,439)   (7,145)
                                        -------   -------   ---------   -------
Net revenues (1).......................  20,694    13,778      60,707   35,056
Cost of services.......................  (6,184)   (3,784)    (17,408)  (9,139)
                                        -------   -------    --------  -------
Gross margin...........................  14,510     9,994      43,299   25,917
Sales and marketing expenses...........   3,847     1,793      11,584    5,065
General and administrative expenses....   5,662     3,960      16,662   10,393
Depreciation and amortization expenses.   9,244     4,124      25,571    9,756
Nonrecurring charges...................      26        --       7,400       --
                                        -------   -------    --------  -------
Operating income (loss)................ $(4,269)  $   117    $(17,918) $   703
                                        -------   -------    --------  -------
                                        -------   -------    --------  -------
EBITDA................................. $ 5,001   $ 4,241    $ 15,053  $10,459
                                        -------   -------    --------  -------
                                        -------   -------    --------  -------

(1)  Net revenues represent revenues from services, rent and maintenance plus
     product sales less cost of products sold.

     PAGING SYSTEMS' NET REVENUES for the three and nine months ended September
30, 1996 increased 50% to $20.7 million and  73%  to $60.7 million,
respectively, from $13.8 million and $35.1 million, respectively, for the
comparable periods in 1995.  Service revenues increased 44% and 68%, to $20.0
million and $59.1 million, respectively, for the three and nine months ended
September 30, 1996, compared to $13.9 million and $35.2 million, respectively,
for the comparable periods in 1995.  These increases are primarily attributable
to a growing subscriber 

                                       10
<PAGE>

base achieved through greater market penetration in existing markets and 
eight acquisitions between September 30, 1995 and September 30, 1996. Pagers 
in service increased 49% to 1,142,570 at September 30, 1996 from 768,660 at 
September 30, 1995. The increase in pagers in service was primarily the 
result of these recent acquisitions.  In 1994 and 1995, most of the Company's 
growth in pagers in service was from acquisitions.  In addition, internal 
growth accounted for approximately 35,100 units during the quarter ended 
September 30, 1996, which represents year over year, internal growth rate of 
approximately 27%.  The Company believes that this internal growth rate will 
continue due to ongoing commercial paging activity.

     ARPU was $5.88 for the quarter ended September 30, 1996 compared to 
$6.29 for the quarter ended September 30, 1995. This decrease was due to a 
further shift in the Company's subscriber base from direct to indirect 
distribution channels which tend to generate lower revenues per subscriber.  
The Company's subscriber base was 74% COAM at September 30, 1996 compared to 
69% at September 30, 1995.  The Company believes that ARPU will continue to 
decrease, although at a slower rate, as the Company continues to expand its 
indirect distribution channel.

     PRODUCT SALES LESS COST OF PRODUCTS SOLD was $696,000 and $1.6 million 
for the three and nine months ended September 30, 1996, compared to losses of 
$151,000 for each of the comparable periods in 1995. The margin increased in 
1996 primarily due to increases in product sales, partially offset by 
depreciation on pagers.  Beginning in October 1995, the Company began 
recording all purchases of pagers as part of pager equipment and depreciating 
these pagers accordingly.  Management anticipates that the Company's margins 
on pager sales may vary from market to market due to competition and other 
factors.

     PAGING SYSTEMS' GROSS MARGIN (net revenues less cost of services) was 
$14.5 million (70% of paging systems' net revenues) and $43.3 million (71% of 
paging systems' net revenues) for the three and nine months ended September 
30, 1996, compared to $10.0 million (73% of paging systems' net revenues) and 
$25.9 million (74% of paging systems' net revenues) for the comparable 
periods in 1995. The decrease in gross margin as a percentage of paging 
systems' net revenues was due to the increased expenses related to recent 
acquisitions, start-up costs associated with certain SuperCenters and the 
buildout of existing and acquired frequencies in its marketplaces, primarily 
consisting of telephone, salaries, tower rent, pager parts and third party 
access fees.  The Company currently anticipates that these margins will 
decrease slightly in the short term, but will increase in the future as cost 
efficiencies and integration savings are achieved and as revenues from new 
systems increase to offset these costs. The cost of services increased to 
$6.2 million and $17.4 million for the three and nine months ended September 
30, 1996, compared to $3.8 million and $9.1 million for the comparable 
periods of the prior year, as a result of the increased costs of servicing a 
substantially larger subscriber base resulting from both internal growth and 
acquisitions.

     PAGING SYSTEMS' SALES AND MARKETING EXPENSES were $3.8 million (19% of 
paging systems' net revenues) and $11.6 million (19% of paging systems' net 
revenues) for the three and nine months ended September 30, 1996, compared to 
$1.8 million (13% of paging systems' net revenues) and $5.1 million (14% of 
paging systems' net revenues) for the comparable periods of the prior year. 
The increase as a percentage of paging systems' net revenues was due to the 
increase in the number of retail stores (from nine at September 30, 1995, to 
37 at September 30, 1996), the majority of expenses of which are sales and 
marketing, including increased advertising, salaries, commissions and travel 
expenses. These expenses as a percentage of paging systems' net revenues may 
increase slightly in the future due to the Company's focus on expanding its 
retail distribution channel.

     PAGING SYSTEMS' GENERAL AND ADMINISTRATIVE EXPENSES were $5.7 million 
(27% of paging systems' net revenues) and $16.7 million (27% of paging 
systems' net revenues)  for the three and nine months ended September 30, 
1996, compared to $4.0 million (29% of paging systems' net revenues) and 
$10.4 million (30% of paging systems' net revenues) for the comparable 
periods in 1995. The decrease as a percentage of paging systems' net revenues 
was due to savings resulting from the integration of certain acquisitions 
completed since September 1995 into the SuperCenter structure, as well as the 
increase in the number of retail store locations referred to above.  While 
retail stores operate with higher sales and marketing expenses than other 
methods of distribution, these expenses are at least partially offset with 
lower general and administrative expenses. Management anticipates that paging 
systems' general and administrative expenses as a percentage of net revenues 
will decrease slightly over time as a result of general and administrative 
expenses being spread across a larger subscriber base as well as savings 
resulting from the continuing integration of recent acquisitions.  Management 
also anticipates that legal costs could increase in the near future as the 

                                      11
<PAGE>

Company defends itself against certain lawsuits described in Note F - 
Litigation.  Because these cases have recently been filed, the Company cannot 
predict the amount of costs, if any.

     PAGING SYSTEMS' DEPRECIATION AND AMORTIZATION EXPENSES for the three and
nine months ended September 30, 1996 increased 124% to $9.2 million and 162% to
$25.6 million, respectively, from $4.1 million and $9.8 million for the
comparable periods in 1995. The increase was primarily due to the amortization
of intangibles arising from the acquisitions.  The increase in 1996 was also
due to the reclassification of costs associated with pager purchases in 1995.
Beginning in October 1995, the Company began recording all purchases of pagers
as part of paging equipment and depreciating those pagers accordingly.  The
Company expects this trend in depreciation and amortization expenses to
continue in the near term as a result of acquisitions and continued capital
investment in paging equipment to support the Company's growth.

     PAGING SYSTEMS' NONRECURRING CHARGES were $26,000 and $7.4 million,
respectively, for the three and nine months ended September 30, 1996.  These
costs represent nonrecurring costs related to the terminated Teletouch merger
and related financing, consisting primarily of underwriting, advisory, legal
and accounting fees and merger financing costs.

     EBITDA for paging systems' operations was $5.0 million (24% of paging
systems' net revenues) and $15.1 million (25% of paging systems' net revenues)
for the three and nine months ended September 30, 1996, compared to $4.2
million (31% of paging systems' net revenues) and $10.5 million (30% of paging
systems' net revenues)  for the comparable periods in 1995. The decrease in
EBITDA as a percentage of net revenues was primarily the result of increased
expenses related to the increased level of acquisition activity for the three
and nine months ending September 30, 1996 compared to the respective periods in
1995 as well as the buildout of the Company's SuperCenters, consisting
primarily of salary, telephone, pager parts, third party access fees and tower
rent expenses. The Company believes EBITDA margins may decrease in the short
term as a result of future acquisitions of commercial paging operations, but
will thereafter increase over time as the Company integrates the acquired
operations, spreads its costs over a larger subscriber base and achieves
resulting economies of scale and operating efficiencies.

SECURITY SYSTEMS' RESULTS OF OPERATIONS FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                         THREE MONTHS ENDED   NINE MONTHS ENDED
                                            SEPTEMBER 30,        SEPTEMBER 30,
                                         ------------------  ------------------
                                          1996        1995    1996        1995
                                         ------      ------  ------      ------
                                            (in thousands)    (in thousands)
Revenues
 Service revenues....................... $1,462      $1,368      $4,268  $3,982
 Product sales..........................     18          --          40     137
                                         ------      ------      ------  ------
Total revenues..........................  1,480       1,368       4,308   4,119
Cost of products sold...................     (4)         (2)         (4)    (65)
                                         ------      ------      ------  ------
Net revenues (1)........................  1,476       1,366       4,304   4,054
Cost of services........................   (292)       (360)       (882)   (900)
                                         ------      ------      ------  ------
Gross margin............................  1,184       1,006       3,422   3,154
Sales and marketing expenses............     43          72         221     212
General and administrative expenses.....    200         123         544     489
Depreciation and amortization expenses..    386         355       1,191   1,185
                                         ------      ------      ------  ------
Operating income........................ $  555      $  456      $1,466  $1,268
                                         ------      ------      ------  ------
                                         ------      ------      ------  ------
EBITDA.................................. $  941      $  811      $2,657  $2,453
                                         ------      ------      ------  ------
                                         ------      ------      ------  ------

(1)  Net revenues represent revenues from services, rent and maintenance plus
     product sales less cost of products sold.

     SECURITY SYSTEMS' TOTAL REVENUES increased 8% to $1.5 million and 5% to
$4.3 million for the three and nine months ended September 30, 1996, from $1.4
million and $4.1 million for the comparable periods in 1995.  The 

                                       12
<PAGE>

increase was due to the installation of five new systems since September 30, 
1995, as well as expansion of and additional penetration in existing markets. 
The number of TracPacs in service increased  3% to 28,710 at September 30, 
1996, from 27,897 at September 30, 1995.

     SECURITY SYSTEMS' OPERATING INCOME was $555,000 and $1.5 million for the
three and nine months ended September 30, 1996, compared to $456,000 and $1.3
million for the same periods in 1995. The increase in operating income for the
three and nine months ended September 30, 1996 resulted primarily from
increased revenues and decreased cost of services.

     EBITDA for the security systems' operations was $941,000 (64% of security
systems' net revenues) and $2.7 million (62% of security systems' service
revenues) for the three and nine months ended September 30, 1996, compared to
$811,000 (59% of security systems' net revenues) and  $2.5 million (61% of
security systems' net revenues) for the same periods in 1995. The increase in
EBITDA for the three and nine months ended September 30, 1996 was primarily a
result of increased service revenues and decreased cost of services.

OTHER INCOME (EXPENSE)

     Other income (expense) includes interest income generated from short-term
investments and interest expense incurred. The period-to-period fluctuations in
interest expense have resulted primarily from the issuance of the senior
subordinated notes in 1995 and changes in the outstanding amounts under the
revolving line of credit. Interest expense increased for the three months and
nine months ended September 30, 1996 from prior periods primarily as a result
of changes in the outstanding amounts under the revolving line of credit and
interest on the senior subordinated notes, respectively.  Interest expense is
expected to continue to fluctuate based on changes in the outstanding amounts
under the revolving line of credit.

FEDERAL INCOME TAXES

     At December 31, 1995 the Company had net operating loss carryforwards of
$11.0 million for income tax purposes that expire in years 2005 through 2011.
For the three and nine months ended September 30, 1996, the differences between
the U.S. Federal statutory tax rate and the effective rate in the Company's
historical financial statements are the amortization of goodwill related to
stock acquisitions, which is not deductible for tax purposes and an allowance
provided against the three and nine months ended September 30, 1996 operating
loss which may not be realizable within the statutory time frame.  The Company
anticipates that in the future the primary difference between the statutory and
effective rates will continue to be the amortization of  goodwill related to
stock acquisitions.  Further, the Company does not anticipate recording any tax
benefit in the near future from the net operating losses.

LIQUIDITY AND CAPITAL RESOURCES

     During 1995 and 1996, the Company financed the majority of its growth,
other than acquisitions, through internally generated funds. Net cash provided
by operating activities was $1.1 million for the nine months ended September
30, 1996, compared to net cash provided by operating activities of $8.4 million
for the comparable period in 1995. The decrease in net cash provided by
operating activities was primarily due to increases in the net loss, accounts
receivable, inventories and other current assets, offset by increases in
depreciation and amortization, the provision for losses on accounts receivable,
and trade payables and other accrued expenses and liabilities and decreases in
other assets.  Acquisitions prior to September 1995 were financed with
borrowings under the Company's revolving line of credit. Proceeds from the sale
of the senior subordinated notes issued in 1995 were used to repay all
indebtedness outstanding under the 1995 Credit Facility and to fund the
remaining acquisitions in 1995.  The Company funded $7.3 million of the cash
for the acquisitions of Sun, SigNet Raleigh, Page One, AGR, Total and Williams
in 1996 with proceeds from the sale of the senior subordinated notes issued in
1995, with the remaining amounts financed with borrowings under the 1995 Credit
Facility.  The purchase of the Nationwide License in July 1996 was funded with
$28 million in proceeds from the Company's equity offering in June and $15
million with borrowings under its Credit Facilities. The Company anticipates
that its ongoing capital needs, including 

                                     13
<PAGE>

the acquisitions of CalPage and Georgialina completed in October 1996, will 
be funded with borrowings under its Credit Facilities, net cash generated by 
operations and the issuance of shares of the Company's Common Stock.

CAPITAL EXPENDITURES

     As of September 30, 1996, the Company had invested $103.3 million in 
system equipment and pagers for its major metropolitan markets and $12.8 
million in system equipment and TracPacs for its 33 security systems.

     Capital expenditures for paging systems' equipment was $10.9 million for 
the nine months ended September 30, 1996 compared to $3.3 million for the 
comparable period in 1995 (excluding assets acquired pursuant to the 
acquisitions completed since September 1995), primarily due to expansion of 
the Company's commercial paging operations in Philadelphia, Florida and 
Texas. Capital expenditures for security systems' equipment and TracPacs for 
the nine months ended September 30, 1996 was $821,000 compared to $1.0 
million for the comparable period in 1995.

     At September 30, 1996, the Company had invested $2.5 million in 
inventories, compared to $1.6 million at December  31, 1995. The increase was 
a result of higher security systems inventory in 1996 for planned 
installations of new security systems in the fourth quarter of 1996.  
Inventory balances are expected to decline slightly as the new systems are 
installed.

     Except for those assets acquired through acquisitions, the Company 
expects to meet its capital requirements in 1996 with cash generated from 
operations and borrowings under the Credit Facilities. Although the Company 
had no material binding commitments to acquire capital equipment at September 
30, 1996, the Company anticipates capital expenditures for the remainder of 
1996 to be $7.4 million (excluding assets acquired pursuant to pending 
acquisitions) for the purchase of system equipment for its current paging 
systems operations and $1.3 million for the manufacture of TracPacs and the 
purchase of system equipment for its security systems' operations.

SENIOR SUBORDINATED NOTES

     In June 1995, the Company completed a Rule 144A Offering of $100 million 
principal amount of its 11 7/8% senior subordinated notes (the "1995 Notes") 
due 2005.  Proceeds to the Company from the sale of the 1995 Notes, after 
deducting discounts, commissions and offering expenses, were approximately 
$95.6 million.  The Company used approximately $49.4 million of the net 
proceeds to repay all indebtedness outstanding under the 1995 Credit 
Facility. The Company used the remaining proceeds to pursue the Company's 
acquisition strategy, to purchase frequency rights, to make capital 
expenditures for buildout of the Company's regional paging systems and for 
enhanced services, and for working capital and general corporate purposes.

     The 1995 Notes are general unsecured obligations of the Company and are 
subordinated to all existing and future senior debt of the Company.  The 
indenture provides that the Company may not incur any debt that is 
subordinate in right of payment to the senior debt and senior in right of 
payment to the 1995 Notes.  The indenture also contains certain covenants 
that, among other things, limit the ability of the Company and its 
subsidiaries to incur indebtedness, pay dividends, engage in transactions 
with affiliates, sell assets and engage in certain other transactions.  
Interest on the 1995 Notes is payable in cash semi-annually on each June 15 
and December 15, commencing December 15, 1995.  The 1995 Notes will not be 
redeemable at the Company's option prior to June 15, 2000.

     The Company filed a Form S-4 Registration Statement  (the "1995 S-4") on 
July 7, 1995 to register the 1995 Notes with the SEC under the Securities Act 
of 1933, as amended.  On October 6, 1995, the SEC declared the 1995 S-4 
effective.

COMMON STOCK OFFERING

     In June 1996, the Company issued four million shares of its Common Stock
(the "Offering") at a price of $25 per share.  The net proceeds to the Company
from the Offering, after deducting commissions and offering 

                                       14
<PAGE>

expenses were approximately $94.8 million.  In September, the Company used 
approximately $48 million of the net proceeds of the Offering to repay all 
outstanding indebtedness under the 1995 Credit Facility, $3 million to pay 
bank fees for the Credit Facilities, $6 million to pay interest due on the 
1995 Notes, and $8 million to fund interest, penalty and underwriters fees 
for the 1996 Notes.  In July 1996, the Company used approximately $28 million 
of the Offering proceeds to purchase the Nationwide License.  The remaining 
proceeds were used to fund acquisitions, capital expenditures and for working 
capital and general operating needs.  If the Offering had occurred as of the 
beginning of 1996, net loss per share would have been $2.48 for the nine 
months ended September 30, 1996.

CREDIT FACILITIES

     In June 1996, the Company repaid the $48 million outstanding under the
1995 Credit Facility and $92,000 in related termination fees.

     Also in June 1996, the Company entered into a new agreement with the
Lender for $300 million of senior secured credit facilities, to be used to
finance non-hostile acquisitions of businesses in paging services, capital
expenditures and for working capital and general corporate purposes. The
Former Credit Facilities were amended in August 1996 reducing the amount of
credit available from $300 million under the Former Credit Facilities to $150
million under the Credit Facilities.  The $150 million under the  Credit
Facilities consist of a $25 million revolving line of credit maturing
December 31, 2003 and a $125 million two year revolving line of credit which
converts July 1, 1998 to a term loan maturing December 31, 2003.  The
borrowings bear interest, at the Company's designation, at either (i) the ABR
plus a margin of up to 1.5%, or (ii) the Eurodollar Base Rate plus a margin of
up to 2.75%.  The term loan will be payable in quarterly installments, based on
the principal amount outstanding on the conversion date, in amounts ranging
from 7% initially to 20%.  Loans bearing interest based on ABR may be prepaid
at any time, and loans bearing interest based on the Eurodollar Rate may not be
paid prior to the last day of the applicable interest period.  In addition, an
arrangement fee of $250,000 and upfront fees of (i) 1.125% of the Lender's
commitment and (ii) .875% of each co-agent's commitment was paid in June 1996
for the Former Credit Facilities.  Restructuring fees of $50,000 and $200,000
were paid August 1996 and October 1996, respectively for the Credit Facilities.
A commitment fee of either .375% or .5% on the average daily unused portion of
the Credit Facilities is required to be paid quarterly.

ACQUISITIONS

     In 1993, the Company announced its plans to commence a program of
acquiring businesses that serve the commercial paging market and offer
operational synergies when integrated within the Company's SuperCenters. During
1994 and 1995, the Company completed 13 acquisitions at a total cost of $128.2
million.  In the first quarter of 1996, the Company acquired substantially all
of the paging assets of Sun for $2.3 million and SigNet Raleigh for $8.7
million and all of the outstanding capital stock of Page One for $19.7 million,
AGR for $6.5 million, Total for $2.2 million and Williams for $2.7 million. In
the fourth quarter of 1996, the Company purchased all of the outstanding
capital stock of Georgialina for $11.4 million and completed a merger with
CalPage for approximately $17.2 million.  The 21 completed acquisitions were
accounted for as purchases and funded by borrowings under the Company's
revolving line of credit, proceeds from the sale of the 1995 Notes and
issuances of shares of the Common Stock.

     At September 30, 1996, the Company had deferred payments outstanding
related to various acquisitions which are due and payable one year from the
closing of the respective transactions. The balances are payable, at the
Company's obligation or discretion, either in cash or shares of the Company's
Common Stock based on current market value at the date of payment.  During the
first nine months of 1996, the Company paid $1.0 million in cash and issued
769,664 shares of its Common Stock in payment of $18.5 million of various
deferred payments and assumed $5.7 million in deferred payments related to
various acquisitions.

                                        15
<PAGE>

LITIGATION

     The final outcome of the issues subject to litigation as described in
"Note F - Litigation" to the Consolidated Financial Statements could have a
material adverse effect on the Company's results of operations during fiscal
year 1996 or subsequent periods.  Because the cases have recently been filed,
the Company cannot predict the amount of damages, if any.

FORWARD-LOOKING STATEMENTS

     Certain statements contained herein are not based on historical facts, but
are forward-looking statements that are based upon numerous assumptions about
future conditions that could prove not to be accurate.  Actual events,
transactions and results may materially differ from the anticipated events,
transactions or results described in such statements.  The Company's ability to
consummate such transactions and achieve such results is subject to certain
risks and uncertainties.  Such risks and uncertainties include, but are not
limited to, the existence of demand for and acceptance of the Company's
products and services, the availability of appropriate candidates for
acquisition by the Company, regulatory approvals, economic conditions, the
impact of competition and pricing, results of financing efforts and other
factors affecting the Company's business that are beyond the Company's control,
including but not limited to the matters described in "Risks Associated with
Business Activities" included in the Form 10-K for the Company for the year
ended December 31, 1995 filed with the SEC on March 1, 1996.

                                      16
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company, its directors, and certain of its officers are defendants 
in eight separate actions brought in the United States District Court for the 
Northern District of Texas and the District Courts of Dallas County, Texas. 
The actions pending in federal court are captioned:  WERNER V. PRONET INC., 
ET AL., No. 3-96CV1795-P; BLUM V. PRONET INC., ET AL., No. 3-96CV1845-R; 
MOLINA V. PRONET INC., ET AL., No. 3-96CV1972-R; SMITH, ET AL. V. LEHMAN 
BROTHERS, ET AL., No. 3-96CV2116-H; L.L. CAPITAL PARTNERS L.P. V. PRONET 
INC., ET AL., No. 3-96-CV-02197-D.  The actions pending in state court are 
captioned:  DENNIS V. PRONET INC., ET AL., No. 96-06509; GREENFIELD V. PRONET 
INC., ET AL., No. 96-06782-B; and DRUCKER V. PRONET INC., ET AL., No. 
96-06786-L.

     Each of these cases purports to be a class action on behalf of a class 
of purchasers of the Company's stock.  The actions, taken as a group, allege 
that the Company violated the Securities Act of 1933, the Securities Exchange 
Act of 1934 (and Rule 10b-5 thereunder), and certain state statutes and 
common law doctrines.  All of the actions were filed after the price of the 
Company's stock decreased in June 1996.  Certain of the actions pertain to an 
alleged class of plaintiffs who purchased shares in the Company's $100 
million public offering, which closed on June 5, 1996.  Other actions purport 
to include claims on behalf of all purchasers of the Company's Common Stock 
during an alleged class period.  The state cases have been consolidated into 
a single action.  The federal actions are subject to pending motions 
requesting the appointment of lead plaintiffs, as that term is used in the 
Private Securities Reform Act if 1995, and requesting that the Court 
consolidate the various federal actions into two separate consolidated 
actions, depending upon the nature of the claims raised.

     The Company will vigorously defend the actions.  The Company anticipates 
that the plaintiffs will claim substantial damages.  Because these cases have 
recently been filed, the Company cannot predict the amount of damages, if 
any. The final outcome of the issues that are the subject of these actions 
could have a material adverse effect on the Company's results of operations 
in 1996 and in the future.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  EXHIBITS.

 3.1   -  Restated Certificate of Incorporation dated July 31, 1987 (filed as 
          an exhibit to the Company's Registration Statement on Form S-4 (File
          No. 33-60925) filed July 7, 1995, and incorporated herein by 
          reference).

 3.2   -  Certificate of Designation of Series A Junior Participating Preferred
          Stock dated April 11, 1995 (filed as part of the Company's 
          Registration Statement on Form 8-A dated April 7, 1995, and 
          incorporated herein by reference).

 3.3   -  Certificate of Amendment to Restated Certificate of Incorporation 
          dated June 12, 1995 (filed as an exhibit to the Company's Current 
          Report on Form 8-K, dated July 5, 1995, and incorporated herein by
          reference).

 3.4   -  Restated Bylaws of the Company, as amended (filed as an exhibit to 
          the Company's Current Report on Form 8-K filed April 19, 1995, and 
          incorporated herein by reference).

 4.1   -  Indenture, dated as of June 15, 1995, between the Company and First 
          Interstate Bank of Texas, N.A., as Trustee (filed as an exhibit to 
          the Company's Current Report on Form 8-K, dated July 5, 1995, and 
          incorporated herein by reference).

 4.2   -  Registration Rights Agreement, dated as of June 15, 1995, between the
          Company, Lehman Brothers, Inc., Alex. Brown & Sons Incorporated and 
          Paine Webber Incorporated (filed as an exhibit to the Company's 
          Registration Statement on Form S-4 (File No. 33-60925) filed July 7,
          1995, and incorporated herein by reference).

 4.3   -  Rights Agreement, dated as of April 5, 1995, between the Company and
          Chemical Shareholder Services Group, Inc., as Rights Agent, specifying
          the terms of the rights to purchase the Company's Series A Junior 
          Participating Preferred Stock, and the exhibits thereto (filed as an
          exhibit to the Company's Registration Statement on Form 8-A dated 
          April 7, 1995, and incorporated herein by reference).

10.1  -   Form of Indemnification Agreement between the Company and certain of 
          the Company's Directors (filed as an exhibit to Amendment No. 1 to the
          Company's Registration Statement on Form S-1 (File No. 33-14956) filed
          July 10, 1987, and incorporated herein by reference).

                                          17
<PAGE>

10.2  -   Deferred Compensation Plan of the Company (filed as an exhibit to 
          Amendment No. 2 to the Company's Registration Statement on Form S-1
          (File No. 33-14956) filed July 15, 1987, and incorporated herein by
          reference).

10.3  -   1987 Stock Option Plan of the Company (filed as an exhibit to 
          Amendment No. 4 to the Company's Registration Statement on Form S-1
          (File No. 33-14956) filed July 29, 1987, and incorporated herein by 
          reference).

10.4  -   Agreement dated June 15, 1988, between the Company and Texas 
          Instruments Incorporated for the acquisition of assets including the
          use of patents, technology and software related to ProNet Tracking 
          Systems (filed as an exhibit to the Company's Current Report on Form
          8-K, dated July 21, 1988, and incorporated herein by reference).

10.5  -   Nonqualified Stock Option Agreement of the Company dated May 22, 1991
          (filed as an exhibit to the Company's Annual Report on Form 10-K for 
          the year ended December 31, 1991, and incorporated herein by 
          reference).

10.6  -   Non-Employee Director Stock Option Plan of the Company (filed as an 
          exhibit to the Company's Annual Report on Form 10-K for the year ended
          December 31, 1991, and incorporated herein by reference).

10.7  -   Stock Purchase Agreement dated June 24, 1993, by and between the 
          Company and Contact Communications, Inc. (filed as an exhibit to the
          Company's Current Report on Form 8-K, dated March 1, 1994, and 
          incorporated herein by reference).

10.8  -   Amendment Letter No. One to Stock Purchase Agreement dated October 20,
          1993, by and between the Company and Contact Communications, Inc. 
          (filed as an exhibit to the Company's Current Report on Form 8-K, 
          dated March 1, 1994, and incorporated herein by reference).

10.9  -   Amendment Letter No. Two to Stock Purchase Agreement dated January 4,
          1994, by and between the Company and Contact Communications, Inc. 
          (filed as an exhibit to the Company's Current Report on Form 8-K, 
          dated March 1, 1994, and incorporated herein by reference).

10.10 -   Amendment Letter No. Three to Stock Purchase Agreement dated March 1,
          1994, by and between the Company and Contact Communications, Inc. 
          (filed as an exhibit to the Company's Current Report on Form 8-K, 
          dated March 1, 1994, and incorporated herein by reference).

10.11 -   1994 Employee Stock Purchase Plan of the Company (filed as an exhibit 
          to the Company's Proxy Statement filed April 26, 1994, and 
          incorporated herein by reference).

10.12 -   Stock Purchase Agreement dated April 20, 1995, regarding the 
          acquisition of the outstanding capital stock of Metropolitan 
          Houston Paging Services, Inc., ("Metropolitan") by and among 
          Contact Communications Inc., Metropolitan and the shareholders of 
          Metropolitan (filed as an exhibit to the Company's Quarterly Report
          on Form 10-Q for the fiscal quarter ended March 31, 1995, and 
          incorporated herein by reference).

10.13 -   Form PS-58 Split Dollar Agreement between the Company and each of its 
          executive officers (filed as an exhibit to the Company's Registration 
          Statement on Form S-2 (File No. 33-85696) filed October 28, 1994, and 
          incorporated herein by reference).

10.14 -   Employment Agreement dated May 18, 1994, by and between the Company
          and Jackie R. Kimzey (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
          incorporated herein by reference).

10.15 -   Employment Agreement dated May 18, 1994, by and between the Company
          and David J. Vucina (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
          incorporated herein by reference).

10.16 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Bo Bernard (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
          incorporated herein by reference).

10.17 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Jan E. Gaulding (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).

10.18 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Jeffery Owens (filed as an exhibit to the Company's 
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).

                                     18
<PAGE>

10.19 -   Change in Control Agreement dated January 17, 1995, by and between
          the Company and Mark A. Solls (filed as an exhibit to the Company's
          Annual Report on Form 10-K for the year ended December 31, 1994, and
          incorporated herein by reference).

10.20 -   Asset Purchase Agreement dated May 24, 1995, regarding the acquisition
          of substantially all of the paging assets of Americom Paging 
          Corporation, by and among the Company, Gregory W. Hadley, Mo Shebaclo
          and American 900 Paging, Inc. dba Americom Paging Corporation (filed 
          as an exhibit to the Company's Current Report on Form 8-K, dated July 
          7, 1995, and incorporated herein by reference).

10.21 -   Amended and Restated Credit Agreement dated February 9, 1995, by and
          among the Company, The First National Bank of Chicago, as Agent, and
          the Lenders party thereto (filed as an exhibit to the Company's Annual
          Report on Form 10-K for the year ended December 31, 1994, and 
          incorporated herein by reference).

10.22 -   Waiver, Consent and Amendment No. 1 dated as of June 12, 1995 by and 
          among the Company, The First National Bank of Chicago, as Agent, and 
          the Lenders party thereto (filed as an exhibit to the Company's 
          Registration Statement on Form S-4  (File No. 33-60925) filed July 7,
          1995, and incorporated herein by reference).

10.23 -   Office Lease Agreement by and between the Company and Carter-Crowley
          Properties, Inc., as Landlord (filed as an exhibit to the Company's
          Current Report on Form 8-K, dated July 5, 1995, and incorporated 
          herein by reference).

10.24 -   Stock Purchase Agreement dated October 6, 1995, regarding the 
          acquisition of all of the outstanding capital stock of Apple 
          Communication, Inc., by and among CCI, Apple Communication, Inc., and 
          Salvatore Zarcone and Jill DiFoggio (filed as an exhibit to the 
          Company's Current Report on 8-K, dated January 16, 1996, and 
          incorporated herein by reference).

10.25 -   Stock Purchase Agreement dated November 22, 1995, regarding the 
          acquisition of all of the outstanding capital stock of Cobbwells,
          Inc. d/b/a Page One, by and among the Company, CCI, Cobbwells, Inc.
          d/b/a Page One, James H. Cobb, III and Warren K. Wells (filed as an 
          exhibit to the Company's Current Report on 8-K, dated January 16, 
          1996, and incorporated herein by reference).

10.26 -   1995 Long-Term Incentive Plan of the Company (filed as an exhibit to 
          the Company's Proxy Statement filed April 24, 1995, and incorporated 
          herein by reference).

10.27 -   Voting Agreement by and among the Company and Continental Illinois
          Venture Corporation, CIVC Partners I, GM Holdings, LLC, Rainbow
          Resources, Inc., Robert McMurrey and G. David Higginbotham, dated as
          of April 15, 1996 (filed as an exhibit to the Company's Schedule 13D
          filed April 26, 1996, and incorporated by reference).

10.28 -   Agreement and Plan of Merger by and among the Company, ProNet 
          Subsidiary, Inc. and Teletouch Communications, Inc., dated as of 
          April 15, 1996 (filed as an exhibit to the Company's Schedule 13D 
          filed April 26, 1996, and incorporated by reference).

10.29 -   Asset Purchase Agreement dated April 19, 1996, regarding the purchase
          of a nationwide data transmission license and associated system 
          equipment from EMBARC Communication Services, Inc., by and among 
          Contact Communications Inc., the Company, EMBARC Communication 
          Services, Inc. and Motorola Inc. (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 
          1996, and incorporated herein by reference).

10.30 -   Stock Purchase Agreement dated April 24, 1996, regarding the 
          acquisition of all of the outstanding capital stock of Strategic 
          Products Corporation, by and among the Company, Strategic Products
          Corporation, John K. LaRue and Keith Bussman (filed as an exhibit to
          the Company's Quarterly Report on Form 10-Q for the fiscal quarter 
          ended March 31, 1996, and incorporated herein by reference).

10.31 -   Merger Agreement dated April 24, 1996, by and among the Company, 
          Pac-West Telecomm, Inc., John K. LaRue, William E. Koch and Bay Alarm
          Company (filed as an exhibit to the Company's Quarterly Report on Form
          10-Q for the fiscal quarter ended March 31, 1996, and incorporated 
          herein by reference).

10.32 -   Termination Agreement and Release by and among the Company, ProNet 
          Subsidiary, Inc. and Teletouch Communications, Inc., dated as of July
          24, 1995.

10.33*-   Second Amended and Restated Credit Agreement dated as of June 14, 
          1996, among the Company, The First National Bank of Chicago, 
          individually and as Agent and the Lenders party thereto.

                                      19
<PAGE>

10.34*-   Amendment No. 1 to Credit Agreement dated as of September 30, 1996, 
          by and among the Company, each of the Company's subsidiaries, The 
          First National Bank of Chicago, individually and as Agent and the 
          Lenders party thereto.

b)    -   Reports on Form 8-K:  On July 12, 1996, the Company filed a Current 
          Report filed on Form 8-K relating to the purchase of the Nationwide 
          License.

----------- 
*    Filed herewith.

                                     20
<PAGE>

                                   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.


                                         PRONET INC.
                                         (Registrant)



DATE: November 14, 1996                   By:     /s/  Jan E. Gaulding        
                                             -------------------------------- 
                                                     Jan E. Gaulding          
                                             SENIOR VICE PRESIDENT, TREASURER 
                                                AND CHIEF FINANCIAL OFFICER   
                                                 (PRINCIPAL FINANCIAL AND     
                                                    ACCOUNTING OFFICER)       

                                       21
<PAGE>
                              EXHIBIT INDEX
<TABLE>

EXHIBIT
NUMBER    DESCRIPTION                                                             NUMBER  
-------   -----------                                                             ------  
<C>       <S>                                                                     <C>     
 3.1   -  Restated Certificate of Incorporation dated July 31, 1987 (filed as 
          an exhibit to the Company's Registration Statement on Form S-4 (File
          No. 33-60925) filed July 7, 1995, and incorporated herein by 
          reference).

 3.2   -  Certificate of Designation of Series A Junior Participating Preferred
          Stock dated April 11, 1995 (filed as part of the Company's 
          Registration Statement on Form 8-A dated April 7, 1995, and 
          incorporated herein by reference).

 3.3   -  Certificate of Amendment to Restated Certificate of Incorporation 
          dated June 12, 1995 (filed as an exhibit to the Company's Current 
          Report on Form 8-K, dated July 5, 1995, and incorporated herein by
          reference).

 3.4   -  Restated Bylaws of the Company, as amended (filed as an exhibit to 
          the Company's Current Report on Form 8-K filed April 19, 1995, and 
          incorporated herein by reference).

 4.1   -  Indenture, dated as of June 15, 1995, between the Company and First 
          Interstate Bank of Texas, N.A., as Trustee (filed as an exhibit to 
          the Company's Current Report on Form 8-K, dated July 5, 1995, and 
          incorporated herein by reference).

 4.2   -  Registration Rights Agreement, dated as of June 15, 1995, between the
          Company, Lehman Brothers, Inc., Alex. Brown & Sons Incorporated and 
          Paine Webber Incorporated (filed as an exhibit to the Company's 
          Registration Statement on Form S-4 (File No. 33-60925) filed July 7,
          1995, and incorporated herein by reference).

 4.3   -  Rights Agreement, dated as of April 5, 1995, between the Company and
          Chemical Shareholder Services Group, Inc., as Rights Agent, specifying
          the terms of the rights to purchase the Company's Series A Junior 
          Participating Preferred Stock, and the exhibits thereto (filed as an
          exhibit to the Company's Registration Statement on Form 8-A dated 
          April 7, 1995, and incorporated herein by reference).

10.1  -   Form of Indemnification Agreement between the Company and certain of 
          the Company's Directors (filed as an exhibit to Amendment No. 1 to the
          Company's Registration Statement on Form S-1 (File No. 33-14956) filed
          July 10, 1987, and incorporated herein by reference).

10.2  -   Deferred Compensation Plan of the Company (filed as an exhibit to 
          Amendment No. 2 to the Company's Registration Statement on Form S-1
          (File No. 33-14956) filed July 15, 1987, and incorporated herein by
          reference).

10.3  -   1987 Stock Option Plan of the Company (filed as an exhibit to 
          Amendment No. 4 to the Company's Registration Statement on Form S-1
          (File No. 33-14956) filed July 29, 1987, and incorporated herein by 
          reference).

10.4  -   Agreement dated June 15, 1988, between the Company and Texas 
          Instruments Incorporated for the acquisition of assets including the
          use of patents, technology and software related to ProNet Tracking 
          Systems (filed as an exhibit to the Company's Current Report on Form
          8-K, dated July 21, 1988, and incorporated herein by reference).

10.5  -   Nonqualified Stock Option Agreement of the Company dated May 22, 1991
          (filed as an exhibit to the Company's Annual Report on Form 10-K for 
          the year ended December 31, 1991, and incorporated herein by 
          reference).

10.6  -   Non-Employee Director Stock Option Plan of the Company (filed as an 
          exhibit to the Company's Annual Report on Form 10-K for the year ended
          December 31, 1991, and incorporated herein by reference).

10.7  -   Stock Purchase Agreement dated June 24, 1993, by and between the 
          Company and Contact Communications, Inc. (filed as an exhibit to the
          Company's Current Report on Form 8-K, dated March 1, 1994, and 
          incorporated herein by reference).
<PAGE>

10.8  -   Amendment Letter No. One to Stock Purchase Agreement dated October 20,
          1993, by and between the Company and Contact Communications, Inc. 
          (filed as an exhibit to the Company's Current Report on Form 8-K, 
          dated March 1, 1994, and incorporated herein by reference).

10.9  -   Amendment Letter No. Two to Stock Purchase Agreement dated January 4,
          1994, by and between the Company and Contact Communications, Inc. 
          (filed as an exhibit to the Company's Current Report on Form 8-K, 
          dated March 1, 1994, and incorporated herein by reference).

10.10 -   Amendment Letter No. Three to Stock Purchase Agreement dated March 1,
          1994, by and between the Company and Contact Communications, Inc. 
          (filed as an exhibit to the Company's Current Report on Form 8-K, 
          dated March 1, 1994, and incorporated herein by reference).

10.11 -   1994 Employee Stock Purchase Plan of the Company (filed as an exhibit 
          to the Company's Proxy Statement filed April 26, 1994, and 
          incorporated herein by reference).

10.12 -   Stock Purchase Agreement dated April 20, 1995, regarding the 
          acquisition of the outstanding capital stock of Metropolitan 
          Houston Paging Services, Inc., ("Metropolitan") by and among 
          Contact Communications Inc., Metropolitan and the shareholders of 
          Metropolitan (filed as an exhibit to the Company's Quarterly Report
          on Form 10-Q for the fiscal quarter ended March 31, 1995, and 
          incorporated herein by reference).

10.13 -   Form PS-58 Split Dollar Agreement between the Company and each of its 
          executive officers (filed as an exhibit to the Company's Registration 
          Statement on Form S-2 (File No. 33-85696) filed October 28, 1994, and 
          incorporated herein by reference).

10.14 -   Employment Agreement dated May 18, 1994, by and between the Company
          and Jackie R. Kimzey (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
          incorporated herein by reference).

10.15 -   Employment Agreement dated May 18, 1994, by and between the Company
          and David J. Vucina (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
          incorporated herein by reference).

10.16 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Bo Bernard (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
          incorporated herein by reference).

10.17 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Jan E. Gaulding (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).

10.18 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Jeffery Owens (filed as an exhibit to the Company's 
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).

10.19 -   Change in Control Agreement dated January 17, 1995, by and between
          the Company and Mark A. Solls (filed as an exhibit to the Company's
          Annual Report on Form 10-K for the year ended December 31, 1994, and
          incorporated herein by reference).

10.20 -   Asset Purchase Agreement dated May 24, 1995, regarding the acquisition
          of substantially all of the paging assets of Americom Paging 
          Corporation, by and among the Company, Gregory W. Hadley, Mo Shebaclo
          and American 900 Paging, Inc. dba Americom Paging Corporation (filed 
          as an exhibit to the Company's Current Report on Form 8-K, dated July 
          7, 1995, and incorporated herein by reference).

10.21 -   Amended and Restated Credit Agreement dated February 9, 1995, by and
          among the Company, The First National Bank of Chicago, as Agent, and
          the Lenders party thereto (filed as an exhibit to the Company's Annual
          Report on Form 10-K for the year ended December 31, 1994, and 
          incorporated herein by reference).

10.22 -   Waiver, Consent and Amendment No. 1 dated as of June 12, 1995 by and 
          among the Company, The First National Bank of Chicago, as Agent, and 
          the Lenders party thereto (filed as an exhibit to the Company's 
          Registration Statement on Form S-4  (File No. 33-60925) filed July 7,
          1995, and incorporated herein by reference).

10.23 -   Office Lease Agreement by and between the Company and Carter-Crowley
          Properties, Inc., as Landlord (filed as an exhibit to the Company's
          Current Report on Form 8-K, dated July 5, 1995, and incorporated 
          herein by reference).

<PAGE>

10.24 -   Stock Purchase Agreement dated October 6, 1995, regarding the 
          acquisition of all of the outstanding capital stock of Apple 
          Communication, Inc., by and among CCI, Apple Communication, Inc., and 
          Salvatore Zarcone and Jill DiFoggio (filed as an exhibit to the 
          Company's Current Report on 8-K, dated January 16, 1996, and 
          incorporated herein by reference).

10.25 -   Stock Purchase Agreement dated November 22, 1995, regarding the 
          acquisition of all of the outstanding capital stock of Cobbwells,
          Inc. d/b/a Page One, by and among the Company, CCI, Cobbwells, Inc.
          d/b/a Page One, James H. Cobb, III and Warren K. Wells (filed as an 
          exhibit to the Company's Current Report on 8-K, dated January 16, 
          1996, and incorporated herein by reference).

10.26 -   1995 Long-Term Incentive Plan of the Company (filed as an exhibit to 
          the Company's Proxy Statement filed April 24, 1995, and incorporated 
          herein by reference).

10.27 -   Voting Agreement by and among the Company and Continental Illinois
          Venture Corporation, CIVC Partners I, GM Holdings, LLC, Rainbow
          Resources, Inc., Robert McMurrey and G. David Higginbotham, dated as
          of April 15, 1996 (filed as an exhibit to the Company's Schedule 13D
          filed April 26, 1996, and incorporated by reference).

10.28 -   Agreement and Plan of Merger by and among the Company, ProNet 
          Subsidiary, Inc. and Teletouch Communications, Inc., dated as of 
          April 15, 1996 (filed as an exhibit to the Company's Schedule 13D 
          filed April 26, 1996, and incorporated by reference).

10.29 -   Asset Purchase Agreement dated April 19, 1996, regarding the purchase
          of a nationwide data transmission license and associated system 
          equipment from EMBARC Communication Services, Inc., by and among 
          Contact Communications Inc., the Company, EMBARC Communication 
          Services, Inc. and Motorola Inc. (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 
          1996, and incorporated herein by reference).

10.30 -   Stock Purchase Agreement dated April 24, 1996, regarding the 
          acquisition of all of the outstanding capital stock of Strategic 
          Products Corporation, by and among the Company, Strategic Products
          Corporation, John K. LaRue and Keith Bussman (filed as an exhibit to
          the Company's Quarterly Report on Form 10-Q for the fiscal quarter 
          ended March 31, 1996, and incorporated herein by reference).

10.31 -   Merger Agreement dated April 24, 1996, by and among the Company, 
          Pac-West Telecomm, Inc., John K. LaRue, William E. Koch and Bay Alarm
          Company (filed as an exhibit to the Company's Quarterly Report on Form
          10-Q for the fiscal quarter ended March 31, 1996, and incorporated 
          herein by reference).

10.32 -   Termination Agreement and Release by and among the Company, ProNet 
          Subsidiary, Inc. and Teletouch Communications, Inc., dated as of July
          24, 1995.

10.33*-   Second Amended and Restated Credit Agreement dated as of June 14, 1996,
          among the Company, The First National Bank of Chicago, individually 
          and as Agent and the Lenders party thereto.

10.34*-   Amendment No. 1 to Credit Agreement dated as of September 30, 1996, 
          by and among the Company, each of the Company's subsidiaries, The 
          First National Bank of Chicago, individually and as Agent and the 
          Lenders party thereto.

27*   -   Financial Data Schedule.

----------- 
*    Filed herewith.
</TABLE>