<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 June 30, 1997
                                          OR

   / /               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)   
                        OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________


                            Commission File 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 June 30, 1997: 12,618,865.

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<PAGE>
                                     PRONET INC.

                                        INDEX



PART I.   FINANCIAL INFORMATION

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

                   Consolidated Balance Sheets at June 30, 1997 and 
                     December 31, 1996                                     1 


                   Consolidated Statements of Operations for the 
                     Three and Six Months Ended June 30, 1997 and 1996     2 


                   Consolidated Statements of Cash Flows for the 
                    Six Months Ended June 30, 1997 and 1996                3 


                   Notes to Consolidated Financial Statements              4 


         Item 2.   Management's Discussion and Analysis 
                     of Financial Condition and Results of Operations      8 


PART II. OTHER INFORMATION

         Item 1.   Legal Proceedings                                      16 

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


SIGNATURES                                                                20 


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
                                       
                          PRONET INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)

                                    ASSETS
<TABLE>
                                                                                      JUNE 30,      DECEMBER 31, 
                                                                                        1997           1996      
                                                                                     -----------    ------------ 
                                                                                     (Unaudited)                 
<S>                                                                                  <C>            <C>          
CURRENT ASSETS
    Cash and cash equivalents.................................................        $  3,817       $  2,286 
    Trade accounts receivable, net of allowance for doubtful accounts.........          11,189         13,747 
    Federal income tax receivable.............................................             469            497 
    Inventories...............................................................           2,505          2,760 
    Other current assets......................................................           2,326          2,499 
                                                                                      --------       -------- 
                                                                                        20,306         21,789 
EQUIPMENT
    Pagers....................................................................          57,973         59,003 
    Communications equipment..................................................          56,418         49,134 
    Security systems' equipment...............................................          13,918         12,897 
    Office and other equipment................................................          13,041         11,454 
                                                                                      --------       -------- 
                                                                                       141,350        132,488 
    Less allowance for depreciation...........................................         (65,845)       (50,718)
                                                                                      --------       -------- 
                                                                                        75,505         81,770 
 GOODWILL AND OTHER ASSETS, net of amortization...............................         211,380        208,157 
                                                                                      --------       -------- 
                                                                                      $307,191       $311,716 
                                                                                      --------       -------- 
                                                                                      --------       -------- 
                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Trade payables............................................................        $ 19,410       $ 10,452 
    Other accrued expenses and liabilities....................................          12,288         13,264 
                                                                                      --------       -------- 
                                                                                        31,698         23,716 
LONG-TERM DEBT................................................................         170,226        148,691 
DEFERRED CREDITS..............................................................           4,000          5,660 
STOCKHOLDERS' EQUITY 
    Common stock..............................................................             130            129 
    Additional capital........................................................         181,991        180,694 
    Retained deficit..........................................................         (79,279)       (45,714)
    Less treasury stock at cost...............................................          (1,575)        (1,460)
                                                                                      --------       -------- 
                                                                                       101,267        133,649 
                                                                                      --------       -------- 
                                                                                      $307,191       $311,716 
                                                                                      --------       -------- 
                                                                                      --------       -------- 
</TABLE>

                                       
                See notes to consolidated financial statements.

                                       1 
<PAGE>
                                      
                       PRONET INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands, except per share data)

<TABLE>
                                                               THREE MONTHS ENDED             SIX MONTHS ENDED     
                                                                     JUNE 30,                      JUNE 30,        
                                                              ----------------------        ---------------------- 
                                                               1997           1996           1997           1996   
                                                             --------       --------       --------       -------- 
                                                                   (Unaudited)                   (Unaudited)       
<S>                                                          <C>            <C>            <C>            <C>      
REVENUES 
    Service revenues..................................       $ 24,505       $ 20,926       $ 48,562       $ 41,942 
    Product sales.....................................          5,554          3,889         10,430          7,035 
                                                             --------       --------       --------       -------- 
    Total revenues....................................         30,059         24,815         58,992         48,977 
    Net book value of products sold...................         (3,644)        (3,355)        (7,183)        (6,136)
                                                             --------       --------       --------       -------- 
                                                               26,415         21,460         51,809         42,841 

COST OF SERVICES
    Pager lease and access services...................          7,264          5,712         14,450         11,224 
    Security systems' equipment services..............            470            315            901            590 
                                                             --------       --------       --------       -------- 
                                                                7,734          6,027         15,351         11,814 
                                                             --------       --------       --------       -------- 
    GROSS MARGIN......................................         18,681         15,433         36,458         31,027 
                                                             --------       --------       --------       -------- 
    EXPENSES
    Sales and marketing...............................          4,258          3,876          8,482          7,915 
    General and administrative........................          6,728          6,004         13,089         11,344 
    Depreciation and amortization.....................         17,107          8,425         33,117         17,132 
    Nonrecurring charges..............................          6,550          7,374          6,550          7,374 
                                                             --------       --------       --------       -------- 
                                                               34,643         25,679         61,238         43,765 
                                                             --------       --------       --------       -------- 
    OPERATING LOSS....................................        (15,962)       (10,246)       (24,780)       (12,738)

OTHER INCOME (EXPENSE)
    Interest and other income.........................             54            187            137            214 
    Interest expense..................................         (4,329)        (3,988)        (8,756)        (7,646)
                                                             --------       --------       --------       -------- 
                                                               (4,275)        (3,801)        (8,619)        (7,432)
                                                             --------       --------       --------       -------- 
    LOSS BEFORE INCOME TAXES..........................        (20,237)       (14,047)       (33,399)       (20,170)
Income tax expense....................................             67            100            167            100 
                                                             --------       --------       --------       -------- 
    NET LOSS..........................................       $(20,304)      $(14,147)      $(33,566)      $(20,270)
                                                             --------       --------       --------       -------- 
                                                             --------       --------       --------       -------- 

NET LOSS PER SHARE....................................       $  (1.61)      $  (1.76)      $  (2.66)      $  (2.65)
                                                             --------       --------       --------       -------- 
                                                             --------       --------       --------       -------- 

WEIGHTED AVERAGE SHARES...............................         12,618          8,404         12,601          7,657 
                                                             --------       --------       --------       -------- 
                                                             --------       --------       --------       -------- 
</TABLE>








               See notes to consolidated financial statements.               

                                      2 
<PAGE>
                                       
                          PRONET INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)

<TABLE>
                                                              SIX MONTHS ENDED
                                                                  JUNE 30,  
                                                           ---------------------
                                                             1997         1996
                                                           --------     --------
                                                                (Unaudited)
<S>                                                        <C>          <C>
OPERATING ACTIVITIES:
Net loss.................................................. $(33,566)    $(20,270)
Adjustments to reconcile net loss to net cash 
  provided by operating activities:
    Depreciation..........................................   25,183       10,589
    Amortization..........................................    7,934        6,543
    Amortization of discount..............................       36           36
    Provision for losses on accounts receivable...........      961          696
    Provision for settlement costs........................    4,000           --
    Changes in operating assets and liabilities:
      (Increase) decrease in trade accounts receivable....    1,513       (2,629)
      Decrease in inventories.............................      261          401
      (Increase) decrease in other current assets.........      201       (3,915)
      (Increase) decrease in other assets.................     (758)       7,374
      Increase (decrease) in trade payables and 
        other accrued expenses and liabilities............    7,737       (3,141)
                                                           --------     --------
    Net cash provided by (used in) operating activities...   13,502       (4,316)
INVESTING ACTIVITIES:
    Purchase of equipment, net............................   (6,745)     (10,519)
    Purchase of pagers, net of disposals..................   (9,254)     (18,221)
    Acquisitions, net of cash acquired....................  (14,114)     (32,503)
    Computer system software, product enhancements
      and other intangible assets.........................   (3,790)        (668)
    Other.................................................      380         (121)
                                                           --------     --------
    Net cash used in investing activities.................  (33,523)     (62,032)
FINANCING ACTIVITIES:
    Bank debt.............................................   21,500       48,000
    Sale of common stock - net............................       --       94,800
    Payment on bank debt..................................       --      (48,000)
    Exercise of incentive stock options for common stock..       --           66
    Debt financing costs..................................       --       (8,768)
    Other.................................................       52         (348)
                                                           --------     --------
    Net cash provided by financing activities.............   21,552       85,750
                                                           --------     --------
INCREASE IN CASH AND CASH EQUIVALENTS.....................    1,531       19,402
CASH AND CASH EQUIVALENTS:
    Beginning of period...................................    2,286       10,154
                                                           --------     --------
    End of period......................................... $  3,817     $ 29,556
                                                           --------     --------
                                                           --------     --------
</TABLE>


                 See notes to consolidated financial statements.



                                       3
<PAGE>
                                       
                         PRONET INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        SIX MONTHS ENDED JUNE 30, 1997

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 six month period ended June 30, 1997 are not 
necessarily indicative of the results that may be expected for the year ended 
December 31, 1997.  For further information, refer to the consolidated 
financial statements and footnotes thereto included in the Form 10-K and Form 
10-K A for ProNet Inc. (the "Company") filed with the Securities and Exchange 
Commission on March 28, 1997 and May 1, 1997, respectively. 

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

                                                    JUNE 30,   DECEMBER 31,
                                                     1997         1996
                                                   --------    -----------
               Goodwill..........................  $171,927     $164,786
               FCC licenses......................    34,674       34,665
               Other.............................    35,383       31,003
                                                   --------     --------
                                                    241,984      230,454
               Less accumulated amortization.....   (30,604)     (22,297)
                                                   --------     --------
                                                   $211,380     $208,157
                                                   --------     --------
                                                   --------     --------

          Goodwill is amortized using the straight-line method over a fifteen 
year term. 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 and common equivalent shares outstanding 
during each period.  Stock options are considered common stock equivalents, 
if dilutive, for purposes of computing weighted average shares outstanding.

          RECLASSIFICATION OF FINANCIAL STATEMENTS:  The 1996 financial 
statements have been reclassified to conform to the 1997 financial statement 
presentation. 

          NEW ACCOUNTING PRONOUNCEMENTS:  In February 1997, the Financial 
Accounting Standards Board issued Statement No. 128, Earnings per Share, 
which is required to be adopted on December 31, 1997.  At that time, the 
Company will be required to change the method currently used to compute 
earnings per share and to restate all prior periods.  Under the new 
requirements for calculating primary earnings per share, the dilutive effect 
of stock options will be excluded.  The impact of Statement No. 128 on the 
calculation of primary and fully diluted earnings per share is not expected 
to be material.



                                       4

<PAGE>
                                        
                          PRONET INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - LONG-TERM DEBT

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

                                                JUNE 30,    DECEMBER 31, 
                                                  1997         1996
                                                --------    ------------
               Senior subordinated notes......  $ 99,426     $ 99,391
               Revolving line of credit.......    70,800       49,300
                                                --------     --------
                                                 170,226      148,691
               Less current maturities........        --           --
                                                --------     --------
                                                $170,226     $148,691
                                                --------     --------
                                                --------     --------

NOTE C - DEFERRED CREDITS
          
          Deferred credits consist of the following (in thousands): 

                                                JUNE 30,    DECEMBER 31, 
                                                  1997         1996
                                                --------    ------------
               Deferred payments..............  $     --     $  5,660
               Settlement costs...............     4,000           --
                                                --------     --------
                                                $  4,000     $  5,660
                                                --------     --------
                                                --------     --------

          At December 31, 1996, the Company had deferred payments outstanding 
related to the Cobbwells, Inc. dba Page One ("Page One") and SigNet Paging of 
Raleigh, Inc. ("SigNet Raleigh") acquisitions of $4.9 million and $800,000, 
respectively, which were due and payable one year from the closing of the 
respective transactions.  The balances were payable, at the Company's 
discretion, either in cash or shares of the Company's Common Stock based on 
current market value at the date of payment.  In January 1997, the Company 
paid $4.9 million in cash and issued 46,232 shares of its Common Stock in 
payment of $5.7 million of the Page One and SigNet Raleigh deferred payments, 
respectively.

          On May 15, 1997, the Company announced that it had entered into an 
agreement in principle to settle the securities class actions pending against 
the Company in state and Federal courts. As part of the settlement, the 
Company agreed to issue one million shares of the Company's Common Stock to 
the plaintiff. See "Note F - Litigation."

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, 1995 and 1996, the Company completed 21 
acquisitions at a total cost of $198.9 million and the purchase of a 
nationwide license (931.9125 MHz Radio Common Carrier frequency) and 
associated system equipment (the "Nationwide License") for $43 million.  
Effective March 1, 1997, the Company acquired all of the outstanding capital 
stock of Modern Communication Corp. and Personal Communications, Inc. 
("Modern") for $9.2 million.  The 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 Common Stock.



                                       5

<PAGE>
                                        
                          PRONET INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SIX MONTHS ENDED JUNE 30, 1997

NOTE D - ACQUISITIONS (CONTINUED)

          The pro forma unaudited results of operations for the six months 
ended June 30, 1997 are not materially different from the historical results 
and therefore are not presented.  The pro forma unaudited results of 
operations for the six months ended June 30, 1996, (which include 
acquisitions closed as of June 30, 1997), assuming consummation of the 
purchases at the beginning of the periods indicated, are as follows (in 
thousands, except per share data):

                                                       SIX MONTHS ENDED
                                                        JUNE 30, 1996
                                                       ----------------
               Total revenues.........................   $ 57,779
               Net loss...............................    (21,594)
               Net loss per common share..............      (2.80)

          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. 
              
In the second quarter of 1996, the Company signed a definitive agreement to 
merge with Teletouch Communications, Inc. ("Teletouch"). In the third quarter 
of 1996, the Company announced the termination of the pending Teletouch 
merger.  Nonrecurring charges of approximately $7.4 million were recorded in 
the second quarter of 1996 as a result of the Teletouch merger termination.  
These charges consist primarily of underwriting, advisory, legal and 
accounting costs and merger financing costs.

NOTE E - INCOME TAXES

          For the three and six months ended June 30, 1997, the primary 
differences between the U.S. Federal statutory tax rate and the effective tax 
rate in the Company's historical financial statements are state income taxes, 
net operating losses with no benefit and the amortization of goodwill related 
to stock acquisitions, which is not deductible for tax purposes.
                                                                     
NOTE F - LITIGATION

          The Company, its directors, and certain of its officers have been 
sued 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; 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 



                                       6

<PAGE>
                                       
                          PRONET INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SIX MONTHS ENDED JUNE 30, 1997

NOTE F - LITIGATION (CONTINUED)
                                        
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, which alleges violation of the 
Securities Act of 1933 in connection with the Company's Offering.  The 
federal actions have been consolidated into two separate actions, depending 
upon the nature of the claim raised. The Company has been served in each 
action.  The Company has also accepted service on behalf of the individuals 
named in the relevant actions.  The Company and the individual defendants 
have filed answers in each of the state cases.  Two orders have been entered 
appointing lead plaintiffs in the federal cases as provided for in the 
Private Securities Litigation Reform Act of 1995 (the "Reform Act").  The 
plaintiffs have filed consolidated complaints.  The Company recently filed 
motions to dismiss the complaints in the federal cases.  Under the provisions 
of the Reform Act, the federal cases are stayed until the motions to dismiss 
are resolved.
                                                                     
          The Company has entered into an agreement in principle to settle 
the securities class actions pending against the Company and its officers and 
directors in state and federal courts in Dallas.  The Company has also 
entered into an agreement with its former underwriters that terminates the 
Company's potential liability to its former underwriters.

          The Company and its insurance carriers will pay $5 million to 
settle all claims against the Company and its officers and directors.  The 
Company will also pay an additional $400,000 to the plaintiffs, as part of 
its agreement with its former underwriters.  The Company will assign to the 
plaintiffs certain rights against one of its insurers and will issue one 
million shares of ProNet stock to the class upon final court approval of the 
settlement.  The Company will also pay $2 million to the class if, within two 
years from final approval of the settlement, the Company engages in a merger 
or similar transaction in which control of the Company changes.  The proposed 
settlement is subject to execution of a definitive settlement agreement and 
court approval.

          The proposed settlements will resolve all disputes among the 
parties to the litigation.

NOTE G - SUBSEQUENT EVENT

          On August 8, 1997, the Company signed a definitive agreement ("the 
Merger Agreement") to merge into Metrocall, Inc. ("Metrocall").  Metrocall 
will issue approximately 12.3 million shares of Metrocall common stock, which 
will be converted at a ratio of 0.9 Metrocall shares per ProNet share, as 
adjusted.  Total value of the merger is approximately $73.8 million.  
Metrocall will also assume approximately $170.2 million in the Company's debt.

          This transaction is subject to the approval of the Company's and 
Metrocall's stockholders, and approval of Metrocall's stockholders of an 
increase in Metrocall's authorized common shares to 80 million.  The Merger 
Agreement is also subject to other terms and conditions, including regulatory 
approvals, consents by Metrocall's banks and approval of certain pending 
securities litigation settlements involving the Company in accordance with 
previously announced settlements.

          For additional information regarding the transactions contemplated 
in the Merger Agreement, reference is made to the Agreement and Plan of 
Merger and certain other documents entered into in connection with the Merger 
Agreement, copies of which are incorporated herein by reference through 
Metrocall's Form 8-K dated August 11, 1997.

                                       7
<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 
23 completed acquisitions, the Company's results of operations for prior 
periods may not be indicative of future performance.

          The Company is a solutions-oriented organization dedicated to 
individualized customer service which has concentrated on identifying market 
opportunities in the wireless communications market where it can provide 
users with enhanced wireless services.  The Company focuses its activities in 
five geographic regions or communication "SuperCenters" centered in 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 Stockton, California.  At June 30, 1997, the Company had 
1,385,354 pagers in service, which was the seventh largest domestic 
subscriber base of all publicly traded paging companies in the United States.

          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, 
June 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 
of 2.9% 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%. 

          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 

                                       8
<PAGE>

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.  

          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 around its SuperCenters will result in 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 has grown 
at a compound annual rate of approximately 43% over the past four years, 
while cash flows from operating activities has decreased at a compound annual 
rate of 61% for the same period.  Cash flows from operating activities is 
derived from the statement of cash flows and differs from EBITDA primarily 
due to interest expense and changes in working capital.  EBITDA 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 new enhanced products and services and the buildout of existing and 
acquired frequencies in the Company's marketplaces.  Cash flow from operating 
activities is expected to fluctuate based upon the changes in working capital 
and fluctuations in interest expense resulting from changes in the prevailing 
interest rates and the level of borrowing on the Company's revolving line of 
credit.  Non-cash and financing-related charges for the Company's acquisition 
program have negatively impacted earnings in 1996 and the first six months of 
1997 and have the potential to continue this trend in the future.

          On August 8, 1997, the Company signed a definitive agreement ("the 
Merger Agreement") to merge into Metrocall, Inc. ("Metrocall").  Metrocall 
will issue approximately 12.3 million shares of Metrocall common stock, which 
will be converted at a ratio of 0.9 Metrocall shares per ProNet share, as 
adjusted.  Total value of the merger is approximately $73.8 million.  
Metrocall will also assume approximately $170.2 million in the Company's debt.

          This transaction is subject to the approval of the Company's and 
Metrocall's stockholders, and approval of Metrocall's stockholders of an 
increase in Metrocall's authorized common shares to 80 million.  The Merger 
Agreement is also subject to other terms and conditions, including regulatory 
approvals, consents by Metrocall's banks and approval of certain pending 
securities litigation settlements involving the Company in accordance with 
previously announced settlements.

          For additional information regarding the transactions contemplated 
in the Merger Agreement, reference is made to the Agreement and Plan of 
Merger and certain other documents entered into in connection with the Merger 
Agreement, copies of which are incorporated herein by reference through 
Metrocall's Form 8-K dated August 11, 1997.

          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 since 1994.

PAGING SYSTEMS' RESULTS OF OPERATIONS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                                        THREE MONTHS ENDED    SIX MONTHS ENDED
                                             JUNE 30,             JUNE 30,
                                        ------------------    ----------------
                                          1997       1996     1997       1996
                                        --------   --------  ------     ------
                                          (in thousands)      (in thousands)
Revenues
  Service revenues.....................$ 22,878   $ 19,578  $ 45,407   $ 39,136
  Product sales........................   5,552      3,889    10,422      7,013
                                       --------   --------  --------   --------
Total revenues.........................  28,430     23,467    55,829     46,149
  Net book value of products sold......  (3,644)    (3,355)   (7,183)    (6,136)
                                       --------   --------  --------   --------
Net revenues (1).......................  24,786     20,112    48,646     40,013
Cost of services.......................  (7,264)    (5,712)  (14,450)   (11,224)
                                       --------   --------  --------   --------
Gross margin...........................  17,522     14,400    34,196     28,789

Sales and marketing expenses...........   4,231      3,781     8,446      7,737
General and administrative expenses....   6,655      5,839    12,953     11,000
Depreciation and amortization expenses.  16,682      8,015    32,313     16,326
Nonrecurring charges...................   6,550      7,374     6,550      7,374
                                       9

<PAGE>

                                       --------   --------  --------   --------
Operating loss.........................$(16,596)  $(10,609) $(26,066)  $(13,648)
                                       --------   --------  --------   --------
EBITDA.................................$  6,636   $  4,780  $ 12,797   $ 10,052
                                       --------   --------  --------   --------
                                       --------   --------  --------   --------

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

                                       10 

<PAGE>


          PAGING SYSTEMS' NET REVENUES for the three and six months ended 
June 30, 1997 increased 23% to $24.8 million and 22% to $48.6 million, 
respectively, from $20.1 million and $40.0 million, respectively, for the 
comparable periods in 1996.  Service revenues increased 17% and 16%, to $22.9 
million and $45.4 million, respectively,  for the three and six months ended 
June 30, 1997, compared to $19.6 million and $39.1 million, respectively, for 
the comparable periods in 1996.  These increases are primarily attributable 
to a growing subscriber base achieved through greater market penetration in 
existing markets and three acquisitions between June 30, 1996 and June 30, 
1997.  Pagers in service increased 25% to 1,385,354 at June 30, 1997 from 
1,107,444 at June 30, 1996.  The increase in pagers in service was primarily 
the result of these recent acquisitions.  In 1994, 1995 and 1996, most of the 
Company's growth in pagers in service was from acquisitions. In addition, 
internal growth accounted for 51,622 units during the quarter ended June 30, 
1997, which represents a year over year internal growth rate of approximately 
17%.

          ARPU was $5.61 for the quarter ended June 30, 1997 compared to 
$6.09 for the quarter ended June 30, 1996.  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 76% COAM at June 30, 1997 compared to 74% 
at June 30, 1996.  The Company believes that ARPU will continue to decrease, 
although at a slower rate, as the Company expands its indirect distribution 
channels.

          PRODUCT SALES LESS NET BOOK VALUE OF PRODUCTS SOLD was $1,908,000 
and $3,239,000 for the three and six months ended June 30, 1997, compared to 
$534,000 and $877,000 for the comparable periods in 1996.  The margin 
increased in 1997 primarily due to increases in product sales and the sale of 
a frequency in the first quarter of 1997.  Management anticipates that the 
Company's margins may vary from market to market due to competition and other 
factors. 

          PAGING SYSTEMS' GROSS MARGIN (net revenues less cost of services) 
was $17.5 million (71% of paging systems' net revenues) and $34.2 million 
(70% of paging systems' net revenues) for the three and six months ended June 
30, 1997, compared to $14.4 million (72% of paging systems' net revenues) and 
$28.8 million (72% of paging systems' net revenues) for the comparable 
periods in 1996.  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 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 
without a relative increase in these costs.  The cost of services increased 
to $7.3 million and $14.5 million for the three and six months ended June 30, 
1997, compared to $5.7 million and $11.2 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 $4.2 million (17% 
of paging systems' net revenues) and $8.4 million (17% of paging systems' net 
revenues) for the three and six months ended June 30, 1997, compared to $3.8 
million (19% of paging systems' net revenues) and $7.7 million (19% of paging 
systems' net revenues) for the comparable periods of the prior year. The 
decrease as a percentage of paging systems' net revenues was primarily due to 
savings resulting from the integration of certain acquired retail counters 
and the elimination of redundant 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 direct distribution channel.

          PAGING SYSTEMS' GENERAL AND ADMINISTRATIVE EXPENSES were $6.7 
million (27% of paging systems' net revenues) and $12.9 million (27% of 
paging systems' net revenues) for the three and six months ended June 30, 
1997, compared to $5.8 million (29% of paging systems' net revenues) and 
$11.0 million (28% of paging systems' net revenues) for the comparable 
periods in 1996.  The stabilization as a percentage of paging systems' net 
revenues was due primarily to the integration of certain acquisitions 
completed since June 1996 into the SuperCenter structure, as well as the 
increase in the number of acquired retail store locations referred to above. 
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.

                                       11

<PAGE>

PAGING SYSTEMS' DEPRECIATION AND AMORTIZATION EXPENSES for the three and six 
months ended June 30, 1997 increased 108% to $16.7 million and 98% to $32.3 
million, respectively, from $8.0 million and $16.3 million for the comparable 
periods in 1996.  The increase was due to the amortization of intangibles 
arising from the acquisitions and the depreciation of additional paging 
equipment from acquisitions and capital investment for buildout of 
frequencies and system support.  The Company expects this trend in 
depreciation and amortization expenses to continue in the near term as a 
result of continued capital investment in paging equipment to support the 
Company's growth.

     PAGING SYSTEMS' NONRECURRING CHARGES were $6.6 million for the three and 
six months ended June 30, 1997. These costs represent nonrecurring costs 
related to the settlement of pending litigation and consisted primarily of 
settlement, legal and accounting costs associated with the settlement.  
Nonrecurring charges were $7.4 million for the three and six months ended 
June 30, 1996. These costs represent nonrecurring costs related to a 
terminated merger with Teletouch Communications, Inc. ("Teletouch") and 
related planned financing, consisting primarily of underwriting, advisory, 
legal and accounting fees and merger financing costs.

     EBITDA for paging systems' operations was $6.6 million (27% of paging 
systems' net revenues) and $12.8 million (26% of paging systems' net 
revenues) for the three and six months ended June 30, 1997, compared to $4.8 
million (24% of paging systems' net revenues) and $10.1 million (25% of 
paging systems' net revenues) for the comparable periods in 1996.  The 
Company believes EBITDA will increase slightly as a percentage of net 
revenues over time as the Company spreads its costs over a larger subscriber 
base and achieve resulting economies of scale and operating efficiencies. 

SECURITY SYSTEMS' RESULTS OF OPERATIONS FOR THE 
THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996

<TABLE>
                                              THREE MONTHS ENDED    SIX MONTHS ENDED 
                                                    JUNE 30,            JUNE 30,     
                                              ------------------    ---------------- 
                                                1997      1996       1997      1996  
                                               ------    ------     ------    ------ 
     <S>                                      <C>        <C>        <C>       <C>
                                                (in thousands)       (in thousands)  
     Revenues
        Service revenues...................... $1,627    $1,348     $3,155    $2,806 
        Product sales.........................      2        --          8        22 
                                               ------    ------     ------    ------ 
     Total revenues...........................  1,629     1,348      3,163     2,828 
     Cost of products sold....................     --        --         --        -- 
                                               ------    ------     ------    ------ 
     Net revenues (1).........................  1,629     1,348      3,163     2,828 
     Cost of services.........................   (470)     (315)      (901)     (590)
                                               ------    ------     ------    ------ 
     Gross margin.............................  1,159     1,033      2,262     2,238 
     Sales and marketing expenses.............     27        95         36       178 
     General and administrative expenses......     73       165        136       344 
     Depreciation and amortization expenses...    425       410        804       806 
                                               ------    ------     ------    ------ 
     Operating income......................... $  634    $  363     $1,286    $  910 
                                               ------    ------     ------    ------ 
                                               ------    ------     ------    ------ 
     EBITDA................................... $1,059    $  773     $2,090    $1,716 
                                               ------    ------     ------    ------ 
                                               ------    ------     ------    ------ 
</TABLE>

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

                                      12 
<PAGE>

     SECURITY SYSTEMS' TOTAL REVENUES increased 21% to $1.6 million and 12% 
to $3.2 million for the three and six months ended June 30, 1997, from $1.3 
million and $2.8 million for the comparable periods in 1996.  The increase 
was due to the installation of 2 new systems since June 30, 1996, as well as 
expansion of and additional penetration in existing markets.  The number of 
TracPacs in service decreased 2% to 28,796 at June 30, 1997, from 29,329 at 
June 30, 1996.

     SECURITY SYSTEMS' OPERATING INCOME was $634,000 and $1,286,000 for 
the three and six months ended June 30, 1997, compared to $363,000 and 
$910,000 for the same periods in 1996.  The increase in operating income 
resulted primarily from increased revenues and decreased sales and marketing 
and general and administrative expenses.

     EBITDA for the security systems' operations was $1,059,000 (65% of 
security systems' net revenues) and 2,090,000 (66% of security systems' 
service revenues) for the three and six months ended June 30, 1997, compared 
to $773,000 (57% of security systems' net revenues) and  $1.7 million (61% of 
security systems' net revenues) for the same periods in 1996.  The increase 
was primarily due to increases in net revenues and decreases in sales and 
marketing and general and administrative expenses.

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 changes in the 
outstanding amounts under the revolving line of credit.  Interest expense 
increased for the three months and six months ended June 30, 1997 from prior 
periods primarily as a result of increased borrowing under the revolving line 
of credit.  Interest expense is expected to continue to fluctuate based on 
changes in the outstanding amounts under the revolving line of credit and 
changes in interest rates.

FEDERAL INCOME TAXES

     At December 31, 1996 the Company had net operating loss carryforwards of 
$45.7 million for income tax purposes that expire in years 2005 through 2011. 
For the three and six months ended June 30, 1997, the differences between the 
U.S. Federal statutory tax rate and the effective rate in the Company's 
historical financial statements are state income taxes, net operating losses 
with no benefit and the amortization of goodwill related to stock 
acquisitions, which is not deductible for tax purposes

LIQUIDITY AND CAPITAL RESOURCES

     During 1996 and 1997, the Company financed the majority of its growth, 
other than acquisitions, through internally generated funds. Net cash 
provided by operating activities was $13.5 million for the six months ended 
June 30, 1997, compared to net cash used in operating activities of $4.3 
million for the comparable period in 1996. The increase in cash provided by 
operating activities was primarily due to decreases in trade accounts 
receivable and other assets and increases in trade payables and other accrued 
expenses and liabilities.  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 Company's revolving line of credit and 
to fund the remaining acquisitions in 1995. The purchase of the Nationwide 
License in July 1996 was funded with $28 million from the Company's equity 
offering in June 1996 and $15 million with borrowings under its revolving 
line of credit. The $8.9 million cash portion of the acquisition of Modern in 
the first quarter of 1997 was also funded with borrowings under its revolving 
line of credit.  The Company anticipates that its ongoing capital needs will 
be funded with additional borrowings and net cash generated by operations.

CAPITAL EXPENDITURES

     As of June 30, 1997, the Company had invested $114.4 million in system 
equipment and pagers for its major metropolitan markets and $13.9 million in 
system equipment and TracPacs for its 34 security systems. 

                                      13 
<PAGE>

     Capital expenditures for paging systems' equipment was $6.4 million for 
the six months ended June 30, 1997 compared to $9.7 million for the 
comparable period in 1996 (excluding assets acquired pursuant to the 
completed acquisitions).  Capital expenditures for security systems' 
equipment and TracPacs for the six months ended June 30, 1997 was $270,000 
compared to $803,000 for the comparable period in 1996.

     Except for those assets acquired through acquisitions and any capital 
costs associated with new enhanced products and services, the Company expects 
to meet its capital requirements in 1997 with cash generated from operations. 
Although the Company had no material binding commitments to acquire capital 
equipment at June 30, 1997, the Company anticipates capital expenditures for 
the remainder of 1997 to be $14.0 million for the purchase of system 
equipment for its current paging systems' operations and $400,000 for the 
manufacture of TracPacs and the purchase of system equipment for its security 
systems' operations.

CREDIT FACILITIES

     The $150 million under the Company's revolving line of credit consists 
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.  A commitment fee of either 
 .375% or .5% on the average daily unused portion of the Credit Facilities is 
required to be paid quarterly.

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 due 2005 (the "1995 
Notes").  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 existing revolving 
line of credit.  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 
at a price of $25 per share.  The net proceeds to the Company from the Offering,
after deducting commissions and offering expenses were approximately $94.8 
million.  Also in June 1996, the Company used approximately $48 million of the 
net proceeds of the Offering to repay all outstanding indebtedness under its 
existing revolving line of credit, $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 senior subordinated notes 
related to the terminated Teletouch merger. In July 1996, the 

                                      14 
<PAGE>

Company used approximately $28 million of the Offering proceeds to purchase 
the Nationwide License. The remaining proceeds were used to fund capital 
expenditures and for working capital and general operating needs.

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, 1995 and 1996, the Company completed 21 acquisitions at a total 
cost of $198.9 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 Company's Common Stock. On March 1, 1997, the Company acquired 
substantially all of the outstanding capital stock of Modern for a purchase 
price of $9.2 million.  This acquisition was accounted for as a purchase and 
was funded by borrowings under the Credit Facilities.

     At December 31, 1996, the Company had deferred payments of $5.7 million 
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.  In January 1997, the Company paid $4.9 million in cash and issued 
46,232 shares of its Common Stock in payment of $5.7 million of deferred 
payments related to various acquisitions.

LITIGATION

     If the proposed agreement in principle defined in "Item 1 - Legal 
Proceedings" and "Note F - Litigation" to the Consolidated Financial 
Statements is not finalized in accordance with the terms described therein, 
the final outcome of the securities class actions  could have a material 
adverse effect on the Company's results of operations during fiscal year 1997 
or subsequent periods.

FORWARD-LOOKING STATEMENTS

     Certain statements contained herein are not based on historical facts, 
but are forward-looking statements that are based upon numerous assumptions 
as of the date of this filing that could prove not to be accurate.  These 
statements appear in a number of places in this report and include statements 
regarding the intent, belief or current expectations of the Company, its 
officers or its directors with respect to, among other things: (i) 
acquisitions and product development; (ii) the Company's financing plans; 
(iii) trends affecting the Company's financial condition or results of 
operations; and (iv) regulatory matters affecting the Company.  Actual 
events, transactions and results may materially differ from the anticipated 
events, transactions or results described in such statements.  The Company's 
ability to achieve such events, transactions or 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, regulatory approval, economic conditions, the impact 
of competition and pricing, the availability of appropriate candidates for 
acquisition by the Company, 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 "Risk Factors" included 
in the Form 10-K for the Company filed with the SEC on March 28, 1997. The 
Company disclaims any obligations to update the forward-looking statements 
contained herein.

                                      15 
<PAGE>

PART II.  OTHER INFORMATION 

ITEM 1.   LEGAL PROCEEDINGS

     The Company, its directors, and certain of its officers have been sued 
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; 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 common 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, which alleges violation of the Securities Act of 1933 in 
connection with the Company's Offering.  The federal actions have been 
consolidated into two separate actions, depending upon the nature of the 
claim raised. The Company has been served in each action.  The Company has 
also accepted service on behalf of the individuals named in the relevant 
actions.  The Company and the individual defendants have filed answers in 
each of the state cases.  Two orders have been entered appointing lead 
plaintiffs in the federal cases as provided for in the Reform Act.  The 
plaintiffs have filed consolidated complaints.  The Company recently filed 
motions to dismiss the complaints in the federal cases.  Under the provisions 
of the Reform Act, the federal cases are stayed until the motions to dismiss 
are resolved.

     The Company has entered into an agreement in principle to settle the 
securities class actions pending against the Company and its officers and 
directors in state and federal courts in Dallas.  The Company has also 
entered into an agreement with its former underwriters that terminates the 
Company's potential liability to its former underwriters.

     The Company and its insurance carriers will pay $5 million to settle all 
claims against the Company and its officers and directors.  The Company will 
also pay an additional $400,000 to the plaintiffs, as part of its agreement 
with its former underwriters.  The Company will assign to the plaintiffs 
certain rights against one of its insurers and will issue one million shares 
of ProNet stock to the class upon final court approval of the settlement.  
The Company will also pay $2 million to the class if, within two years from 
final approval of the settlement, the Company engages in a merger or similar 
transaction in which control of the Company changes.  The proposed settlement 
is subject to execution of a definitive settlement agreement and court 
approval.

     The proposed settlements will resolve all disputes among the parties to 
the litigation.


                                      16 
<PAGE>

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).

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).

                                      17 
<PAGE>

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 Jeffrey 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).

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 Contact Communications Inc., 
              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, Contact 
              Communications Inc., 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, 

                                      18 
<PAGE>

              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, 1996 (filed as an exhibit to the Company's Quarterly 
              Report on Form 10-Q for the fiscal quarter ended June 30, 1996, 
              and incorporated herein by reference).

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 (filed as
              an exhibit to the Company's Quarterly Report on Form 10-Q for the 
              fiscal quarter ended September 30, 1996, and incorporated herein 
              by reference).

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 (filed as an exhibit to the
              Company's Quarterly Report on Form 10-Q for the fiscal quarter 
              ended September 30, 1996, and incorporated herein by reference).

10.35     -   Incentive Compensation Agreement dated as of July 7, 1997 
              between the Company and Impulse Telecommunications Corporation.*

10.36     -   Agreement and Plan of Merger dated as of August 8, 1997 between 
              Metrocall, Inc. and the Company (filed as an exhibit to 
              Metrocall's Form 8-K dated August 11, 1997, and incorporated 
              herein by reference).

10.37     -   Option Agreement between Metrocall, Inc. and the Company dated 
              August 8, 1997 (filed as an exhibit to Metrocall's Form 8-K dated
              August 11, 1997, and incorporated herein by reference).

10.38     -   Stockholders Voting Agreement between the Company and certain 
              stockholders of Metrocall, Inc. dated August 8, 1997 (filed as 
              an exhibit to Metrocall's Form 8-K dated August 11, 1997, and 
              incorporated herein by reference).

         (b)  Reports on Form 8-K: On July 2, 1997, the Company filed a 
              Current Report on Form 8-K relating to the settlement of 
              securities litigation.

___________________________

* Filed herewith

                                      19 
<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: August 12, 1997                  By:    /s/   Jan E. Gaulding
                                          -------------------------------------
                                                    Jan E. Gaulding
                                       SENIOR VICE PRESIDENT, TREASURER AND
                                             CHIEF FINANCIAL OFFICER
                                   (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


                                       20

<PAGE>

                                       EXHIBIT INDEX

EXHIBIT 
NUMBER     DESCRIPTION                                                    NUMBER
-------    -----------                                                    ------

 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).

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). 
<PAGE>

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 Jeffrey 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).

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 Contact Communications Inc., 
              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, Contact 
              Communications Inc., 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).

<PAGE>

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, 1996 (filed as an exhibit to the Company's Quarterly 
              Report on Form 10-Q for the fiscal quarter ended June 30, 1996, 
              and incorporated herein by reference).

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 (filed as
              an exhibit to the Company's Quarterly Report on Form 10-Q for the 
              fiscal quarter ended September 30, 1996, and incorporated herein 
              by reference).

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 (filed as an exhibit to the
              Company's Quarterly Report on Form 10-Q for the fiscal quarter 
              ended September 30, 1996, and incorporated herein by reference).

10.35     -   Incentive Compensation Agreement dated as of July 7, 1997 
              between the Company and Impulse Telecommunications Corporation.*

10.36     -   Agreement and Plan of Merger dated as of August 8, 1997 between 
              Metrocall, Inc. and the Company (filed as an exhibit to 
              Metrocall's Form 8-K dated August 11, 1997, and incorporated 
              herein by reference).

10.37     -   Option Agreement between Metrocall, Inc. and the Company dated 
              August 8, 1997 (filed as an exhibit to Metrocall's Form 8-K dated
              August 11, 1997, and incorporated herein by reference).

10.38     -   Stockholders Voting Agreement between the Company and certain 
              stockholders of Metrocall, Inc. dated August 8, 1997 (filed as 
              an exhibit to Metrocall's Form 8-K dated August 11, 1997, and 
              incorporated herein by reference).

___________________________

* Filed herewith