<PAGE>

-------------------------------------------------------------------------------
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                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM 10-Q

                                  ---------

(Mark One)
/X/            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
              For the quarterly period ended September 30, 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
             Dallas, Texas                                      75240
(Address of principal executive offices)                      (Zip Code)

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

    Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  YES __X__   NO _____

    Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of September 30, 1997: 12,638,392.

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<PAGE>
                                       
                                  PRONET INC.

                                     INDEX

PART I.    FINANCIAL INFORMATION

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


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


              Consolidated Statements of Operations for the 
                Three and Nine Months Ended September 30, 1997 and 1996     2


              Consolidated Statements of Cash Flows for the 
               Nine Months Ended September 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>
                                                                          SEPTEMBER 30,   DECEMBER 31,
                                                                              1997           1996
                                                                          -------------   ------------
                                                                          (Unaudited)
<S>                                                                       <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .   $  3,497       $  2,286
  Trade accounts receivable, net of allowance for doubtful accounts . . .     13,149         13,747
  Federal income tax receivable . . . . . . . . . . . . . . . . . . . . .         --            497
  Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,605          2,760
  Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . .      2,322          2,499
                                                                            --------       --------
                                                                              21,573         21,789
EQUIPMENT
  Pagers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     58,453         59,003
  Communications equipment. . . . . . . . . . . . . . . . . . . . . . . .     55,556         49,134
  Security systems' equipment . . . . . . . . . . . . . . . . . . . . . .     14,128         12,897
  Office and other equipment. . . . . . . . . . . . . . . . . . . . . . .     13,381         11,454
                                                                            --------       --------
                                                                             141,518        132,488
  Less allowance for depreciation . . . . . . . . . . . . . . . . . . . .    (73,134)       (50,718)
                                                                            --------       --------
                                                                              68,384         81,770
 GOODWILL AND OTHER ASSETS, net of amortization . . . . . . . . . . . . .    209,804        208,157
                                                                            --------       --------
                                                                            $299,761       $311,716
                                                                            --------       --------
                                                                            --------       --------

                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Trade payables. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 17,778       $ 10,452
  Other accrued expenses and liabilities. . . . . . . . . . . . . . . . .     17,377         13,264
  Current portion of long-term debt . . . . . . . . . . . . . . . . . . .      1,656             --
                                                                            --------       --------
                                                                              36,811         23,716
LONG-TERM DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    170,088        148,691
DEFERRED CREDITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4,000          5,660
STOCKHOLDERS' EQUITY
  Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        131            129
  Additional capital. . . . . . . . . . . . . . . . . . . . . . . . . . .    182,049        180,694
  Retained deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . .    (91,743)       (45,714)
  Less treasury stock at cost . . . . . . . . . . . . . . . . . . . . . .     (1,575)        (1,460)
                                                                            --------       --------
                                                                              88,862        133,649
                                                                            --------       --------
                                                                            $299,761       $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           NINE MONTHS ENDED
                                                       SEPTEMBER 30,                SEPTEMBER 30,
                                                  ----------------------        ----------------------
                                                    1997           1996           1997          1996
                                                  --------       -------        --------      --------
                                                        (Unaudited)                   (Unaudited)
<S>                                               <C>            <C>            <C>           <C>
REVENUES
    Service revenues . . . . . . . . . . . . . .  $ 24,910       $21,460        $ 73,472      $ 63,402
    Product sales. . . . . . . . . . . . . . . .     4,458         4,017          14,888        11,052
                                                  --------       --------       --------      --------
    Total revenues . . . . . . . . . . . . . . .    29,368        25,477          88,360        74,454
    Net book value of products sold. . . . . . .    (2,726)       (3,307)         (9,909)       (9,443)
                                                  --------       --------       --------      --------
                                                    26,642        22,170          78,451        65,011

COST OF SERVICES
    Pager lease and access services. . . . . . .     7,434         6,184          21,884        17,408
    Security systems' equipment services . . . .       341           292           1,242           882
                                                  --------       --------       --------      --------
                                                     7,775         6,476          23,126        18,290
                                                  --------       --------       --------      --------
    GROSS MARGIN . . . . . . . . . . . . . . . .    18,867        15,694          55,325        46,721

    EXPENSES
    Sales and marketing. . . . . . . . . . . . .     4,359         3,890          12,841        11,805
    General and administrative . . . . . . . . .     6,683         5,862          19,772        17,206
    Depreciation and amortization. . . . . . . .    15,897         9,630          49,014        26,762
    Nonrecurring charges (credits) . . . . . . .      (200)           26           6,350         7,400
                                                  --------       --------       --------      --------
                                                    26,739        19,408          87,977        63,173
                                                  --------       --------       --------      --------
    OPERATING LOSS . . . . . . . . . . . . . . .    (7,872)       (3,714)        (32,652)      (16,452)

OTHER INCOME (EXPENSE)
    Interest and other income. . . . . . . . . .        64            20             201           234
    Interest expense . . . . . . . . . . . . . .    (4,649)       (3,670)        (13,405)      (11,316)
                                                  --------       --------       --------      --------
                                                    (4,585)       (3,650)        (13,204)      (11,082)
                                                  --------       --------       --------      --------
    LOSS BEFORE INCOME TAXES . . . . . . . . . .   (12,457)       (7,364)        (45,856)      (27,534)
Income tax expense . . . . . . . . . . . . . . .         6           124             173           224
                                                  --------       --------       --------      --------
    NET LOSS . . . . . . . . . . . . . . . . . .  $(12,463)      $(7,488)       $(46,029)     $(27,758)
                                                  --------       --------       --------      --------
                                                  --------       --------       --------      --------

NET LOSS PER SHARE . . . . . . . . . . . . . . .  $  (0.99)      $ (0.65)       $  (3.65)     $  (3.10)
                                                  --------       --------       --------      --------
                                                  --------       --------       --------      --------

  WEIGHTED AVERAGE SHARES. . . . . . . . . . . .    12,638        11,572          12,613         8,962
                                                  --------       --------       --------      --------
                                                  --------       --------       --------      --------
</TABLE>
                                       
              See notes to consolidated financial statements.

                                       2
<PAGE>

                             PRONET INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN THOUSANDS)

<TABLE>
                                                                          NINE MONTHS ENDED
                                                                             SEPTEMBER 30,
                                                                       -----------------------
                                                                         1997           1996
                                                                       --------      ---------
                                                                            (Unaudited)
<S>                                                                    <C>           <C>
OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(46,029)     $ (27,758)
Adjustments to reconcile net loss to net cash provided by
 operating activities:
   Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . .    37,092         16,763
   Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,922          9,999
   Amortization of discount . . . . . . . . . . . . . . . . . . . . .        53             42
   Provision for losses on accounts receivable. . . . . . . . . . . .     1,455          1,084
   Provision for settlement costs . . . . . . . . . . . . . . . . . .     4,000             --
   Changes in operating assets and liabilities:
    Increase in trade accounts receivable . . . . . . . . . . . . . .      (830)        (3,674)
    Increase in inventories . . . . . . . . . . . . . . . . . . . . .      (720)        (1,159)
    (Increase) decrease in other current assets . . . . . . . . . . .       675         (2,395)
    Decrease in other assets. . . . . . . . . . . . . . . . . . . . .        --          5,476
    Increase in trade payables and 
     other accrued expenses and liabilities . . . . . . . . . . . . .    12,008          2,771
                                                                       --------      ---------
   Net cash provided by operating activities. . . . . . . . . . . . .    19,626          1,149
INVESTING ACTIVITIES:
   Purchase of equipment, net . . . . . . . . . . . . . . . . . . . .    (6,979)       (11,768)
   Purchase of pagers, net of disposals . . . . . . . . . . . . . . .   (14,486)       (24,132)
   Acquisitions, net of cash acquired . . . . . . . . . . . . . . . .   (14,114)       (76,703)
   Computer system software, product enhancements
    and other intangible assets . . . . . . . . . . . . . . . . . . .    (6,254)          (934)
   Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       366           (390)
                                                                       --------      ---------
   Net cash used in investing activities. . . . . . . . . . . . . . .   (41,467)      (113,927)
FINANCING ACTIVITIES:
   Bank debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23,000         67,000
   Sale of common stock - net . . . . . . . . . . . . . . . . . . . .        --         94,800
   Payment on bank debt . . . . . . . . . . . . . . . . . . . . . . .        --        (48,000)
   Debt financing costs . . . . . . . . . . . . . . . . . . . . . . .        --         (8,948)
   Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        52           (294)
                                                                       --------      ---------
   Net cash provided by financing activities. . . . . . . . . . . . .    23,052        104,558
                                                                       --------      ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . . . . . . .     1,211         (8,220)
CASH AND CASH EQUIVALENTS:
   Beginning of period. . . . . . . . . . . . . . . . . . . . . . . .     2,286         10,154
                                                                       --------      ---------
   End of period. . . . . . . . . . . . . . . . . . . . . . . . . . .  $  3,497      $   1,934
                                                                       --------      ---------
                                                                       --------      ---------
</TABLE>

                See notes to consolidated financial statements.

                                       3
<PAGE>

                             PRONET INC. AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         NINE MONTHS ENDED SEPTEMBER 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 nine month
period ended September 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") for the year ended December 31, 1996 filed with the Securities and
Exchange Commission (the "SEC") on March 28, 1997 and May 1, 1997, respectively.

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

                                                SEPTEMBER 30,  DECEMBER 31,
                                                    1997           1996
                                                  ---------     ---------
              Goodwill.........................   $ 171,927     $ 164,786
              FCC licenses.....................      34,674        34,665
              Other............................      37,795        31,003
                                                  ---------     ---------
                                                    244,396       230,454
              Less accumulated amortization....     (34,592)      (22,297)
                                                  ---------     ---------
                                                  $ 209,804     $ 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.

    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
                         NINE MONTHS ENDED SEPTEMBER 30, 1997


NOTE B - LONG-TERM DEBT

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

                                            SEPTEMBER 30,   DECEMBER 31,
                                               1997            1996
                                             ---------       --------- 
              Senior subordinated notes....  $  99,444       $  99,391
              Revolving line of credit.....     72,300          49,300
                                             ---------       --------- 
                                               171,744         148,691
              Less current maturities......     (1,656)             --
                                             ---------       --------- 
                                             $ 170,088       $ 148,691
                                             ---------       --------- 
                                             ---------       --------- 

NOTE C - DEFERRED CREDITS

    Deferred credits consist of the following (in thousands):

                                            SEPTEMBER 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.

    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 G - 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
                      NINE MONTHS ENDED SEPTEMBER 30, 1997


NOTE D - ACQUISITIONS (CONTINUED)

    The pro forma unaudited results of operations for the nine months ended
September 30, 1997 and 1996 are not materially different from the historical 
results and therefore are not presented.

    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 - PENDING MERGER

    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 based on 
the market value of ProNet's Common Stock on August 8, 1997.  Metrocall will 
also assume all of 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 transaction 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.

NOTE F - INCOME TAXES

    For the three and nine months ended September 30, 1997, the primary
difference 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.


                                       6

<PAGE>

                         PRONET INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED SEPTEMBER 30, 1997


NOTE G - 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 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 entered into an agreement effective May 14, 1997 to settle the
pending securities class actions. The Company, its insurance carriers and its
former underwriters will pay $8.25 million to claims against the defendants. The
Company has agreed to pay $1.7 million of this amount. In addition, the Company
will issue one million shares of the Company's Common Stock to the class. 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
transactions which results in a "change of control" of the Company. The proposed
settlement is subject to court approval. The proposed settlement will resolve
all disputes to the litigation.

    On September 24, 1997, the United States District Court for the Northern
District of Texas preliminarily approved the proposed settlement. The Court set
a hearing on the parties' joint motion for entry of a final judgement approving
the settlement for November 19, 1997.

    On August 13, 1997, the Company and certain of its directors were named in
a class action complaint in the Court of Chancery for the State of Delaware in
and for New Castle County. The case is styled, JERRY KRIM V. PRONET INC., ET
AL., C.A. No. 15873. In this action, the plaintiff alleges that the Company's
stockholders will receive inadequate consideration in connection with the
Company's proposed merger with Metrocall. The plaintiff further alleges various
breaches by the director defendants in connection with the proposed merger. The
defendants view the complaint as meritless and on September 5, 1997, filed a
motion to dismiss the plaintiff's complaint. That motion is pending before the
Court.


                                       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 that 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 September 30, 1997, the Company had 
1,426,274 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 2.7% 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 

                                       8

<PAGE>

resellers is lower than for direct sales due to the wholesale rates charged 
to this distribution channel.  Such resellers do, however, assume all 
selling, marketing, subscriber management and related costs that would 
otherwise be incurred by the Company.  

    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 nine months 
of 1997 and have the potential to continue this trend in the future.

    The following discussion and analysis of financial condition and results 
of operations includes the historical results of operations of the Company 
and the results of operations from the respective acquisition dates of all 
acquisitions completed by the Company since 1994.

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

<TABLE>
                                                         THREE MONTHS ENDED    NINE MONTHS ENDED   
                                                            SEPTEMBER 30,         SEPTEMBER 30,    
                                                         ------------------    ------------------  
                                                           1997       1996       1997      1996    
                                                         -------    -------    -------    -------  
                                                            (in thousands)       (in thousands)
    <S>                                                  <C>        <C>        <C>        <C>
    Revenues
         Service revenues . . . . . . . . . . . . . .    $23,389    $19,998    $ 68,796   $ 59,134  
         Product sales. . . . . . . . . . . . . . . .      4,447      3,999      14,869     11,012
                                                         -------    -------    --------   --------  
    Total revenues. . . . . . . . . . . . . . . . . .     27,836     23,997      83,665     70,146  
         Cost of products sold. . . . . . . . . . . .     (2,718)    (3,303)     (9,901)    (9,439)  
                                                         -------    -------    --------   --------  
    Net revenues (1). . . . . . . . . . . . . . . . .     25,118     20,694      73,764     60,707  
         Cost of services . . . . . . . . . . . . . .     (7,434)    (6,184)    (21,884)   (17,408)  
                                                         -------    -------    --------   --------  
    Gross margin. . . . . . . . . . . . . . . . . . .     17,684     14,510      51,880     43,299  
         Sales and marketing expenses . . . . . . . .      4,318      3,847      12,763     11,584  
         General and administrative expenses. . . . .      6,566      5,662      19,519     16,662  
         Depreciation and amortization expenses . . .     15,471      9,244      47,784     25,571  
         Nonrecurring charges . . . . . . . . . . . .       (200)        26       6,350      7,400  
                                                         -------    -------    --------   --------  
    Operating loss. . . . . . . . . . . . . . . . . .    $(8,471)   $(4,269)   $(34,536)  $(17,918)  
                                                         -------    -------    --------   --------  
                                                         -------    -------    --------   --------  
    EBITDA. . . . . . . . . . . . . . . . . . . . . .     $6,800    $ 5,001    $ 19,598   $ 15,053   
                                                         -------    -------    --------   --------  
                                                         -------    -------    --------   --------  
</TABLE>

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


                                       9

<PAGE>

    PAGING SYSTEMS' NET REVENUES for the three and nine months ended September
30, 1997 increased 21% to $25.1 million and 22% to $73.8 million,
respectively, from $20.7 million and $60.7 million, respectively, for the
comparable periods in 1996.  Service revenues increased 17% and 16%, to $23.4
million and $68.8 million, respectively, for the three and nine months ended
September 30, 1997, compared to $20.0 million and $59.1 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 September 30, 1996 and September
30, 1997. Pagers in service increased 25% to 1,426,274 at September 30, 1997
from 1,142,570 at September 30, 1996. The increase in pagers in service was
primarily the result of internal growth.  In 1994, 1995 and 1996, most of the
Company's growth in pagers in service was from acquisitions.  In addition,
internal growth accounted for 40,920 units during the quarter ended September
30, 1997, which represents a year over year internal growth rate of
approximately 25%.

    ARPU was $5.54 for the quarter ended September 30, 1997 compared to $5.88 
for the quarter ended September 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 September 30, 1997 compared to 74% at 
September 30, 1996.  The Company believes that ARPU will continue to 
decrease, although at a slower rate, as the Company continues to expand its 
indirect distribution channel.

    PRODUCT SALES LESS NET BOOK VALUE OF PRODUCTS SOLD was $1.7 million and 
$5.0 million for the three and nine months ended September 30, 1997, compared 
to $696,000 and $1.6 million for each of the comparable periods in 1996. The 
increase in 1997 is 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 on pager sales may vary from market to market due to 
competition and other factors. 

    PAGING SYSTEMS' GROSS MARGIN (net revenues less cost of services) was 
$17.7 million (70% of paging systems' net revenues) and $51.9 million (70% of 
paging systems' net revenues) for the three and nine months ended September 
30, 1997, compared to $14.5 million (70% of paging systems' net revenues) and 
$43.3 million (71% of paging systems' net revenues) for the comparable 
periods in 1996. The decrease in gross margin as a percentage of paging 
systems' net revenues for the nine months ended September 30, 1997 was due to 
increased expenses related to the buildout of existing and acquired 
frequencies in its marketplaces, primarily consisting of salaries and tower 
rent, offset by lower telephone costs.  The Company currently anticipates 
that these margins will remain constant in the short term, and 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 costs. 
The cost of services increased to $7.4 million and $21.9 million for the 
three and nine months ended September 30, 1997, compared to $6.2 million and 
$17.4 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 $4.3 million (17% of 
paging systems' net revenues) and $12.8 million (17% of paging systems' net 
revenues) for the three and nine months ended September 30, 1997, compared to 
$3.8 million (19% of paging systems' net revenues) and $11.6 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 if the Company expands its retail distribution channel.

    PAGING SYSTEMS' GENERAL AND ADMINISTRATIVE EXPENSES were $6.6 million 
(26% of paging systems' net revenues) and $19.5 million (27% of paging 
systems' net revenues) for the three and nine months ended September 30, 
1997, compared to $5.7 million (27% of paging systems' net revenues) and 
$16.7 million (27% 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 September 1996 into the SuperCenter structure, as well as the 
increase in the number of acquired retail store locations referred to 

                                      10

<PAGE>

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.

    PAGING SYSTEMS' DEPRECIATION AND AMORTIZATION EXPENSES for the three and 
nine months ended September 30, 1997 increased 67% to $15.5 million and 87% 
to $47.8 million, respectively, from $9.2 million and $25.6 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 AND CREDITS were $(200,000) and $6.4 
million, respectively, for the three and nine months ended September 30, 
1997.  The nonrecurring charge for the nine months ended September 30, 1997 
represents costs related to the settlement of pending litigation and 
consisted primarily of settlement, legal and accounting costs associated with 
the settlement.  Nonrecurring charges were $26,000 and $7.4 million for the 
three and nine months ended September 30, 1996, respectively. 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 $6.8 million (27% of paging 
systems' net revenues) and $19.6 million (27% of paging systems' net 
revenues) for the three and nine months ended September 30, 1997, compared to 
$5.0 million (24% of paging systems' net revenues) and $15.1 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 achieves resulting economies of scale and operating efficiencies.

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

<TABLE>
                                             THREE MONTHS ENDED    NINE MONTHS ENDED 
                                               SEPTEMBER 30,         SEPTEMBER 30,
                                             ------------------    -----------------
                                               1997      1996       1997       1996
                                             --------  --------    ------     ------
                                               (in thousands)        (in thousands)
    <S>                                      <C>       <C>         <C>        <C>
    Revenues
      Service revenues                        $1,521    $1,462     $ 4,676    $4,268
      Product sales                               11        18          19        40
                                              ------    ------     -------    ------
    Total revenues                             1,532     1,480       4,695     4,308
      Cost of products sold                       (8)       (4)         (8)       (4)
                                              ------    ------     -------    ------
    Net revenues (1)                           1,524     1,476       4,687     4,304
      Cost of services                          (341)     (292)     (1,242)     (882)
                                              ------    ------     -------    ------
    Gross margin                               1,183     1,184       3,445     3,422
      Sales and marketing expenses                41        43          78       221
      General and administrative expenses        117       200         253       544
      Depreciation and amortization expenses     426       386       1,230     1,191
                                              ------    ------     -------    ------
    Operating income                          $  599    $  555     $ 1,884    $1,466
                                              ------    ------     -------    ------
                                              ------    ------     -------    ------
    EBITDA                                    $1,025    $  941     $ 3,114    $2,657
                                              ------    ------     -------    ------
                                              ------    ------     -------    ------
</TABLE>

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

                                      11
<PAGE>

    SECURITY SYSTEMS' TOTAL REVENUES increased 4% to $1.5 million and 9% to 
$4.7 million for the three and nine months ended September 30, 1997, from 
$1.5 million and $4.3 million for the comparable periods in 1996.  The 
increase was due to the installation of two new systems since September 30, 
1996, as well as expansion of and additional penetration in existing markets. 
The number of TracPacs in service decreased 5% to 27,229 at September 30, 
1997, from 28,710 at September 30, 1996.

    SECURITY SYSTEMS' OPERATING INCOME was $599,000 and $1.9 million for the 
three and nine months ended September 30, 1997, compared to $555,000 and $1.5 
million for the same periods in 1996. The increase in operating income for 
the three and nine months ended September 30, 1997 resulted primarily from 
increased revenues and decreased sales and marketing and general and 
administrative expenses.

    EBITDA for the security systems' operations was $1.0 million (67% of 
security systems' net revenues) and $3.1 million (66% of security systems' 
service revenues) for the three and nine months ended September 30, 1997, 
compared to $941,000 (64% of security systems' net revenues) and $2.7 
million (62% 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 and nine months ended September 30, 1997 from prior periods 
primarily due to increased borrowings 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 nine months ended September 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 $19.6 million for the nine months ended 
September 30, 1997, compared to net cash provided by operating activities of 
$1.1 million for the comparable period in 1996. The increase in net cash 
provided by operating activities was primarily due to increases in the net 
loss offset by increases in depreciation and amortization, trade payables and 
other accrued expenses and liabilities and decreases in other assets.  
Acquisitions prior to September 1995 were financed with borrowings under the 
Company's revolving line of credit. Proceeds from the sale of the senior 
subordinated notes issued in 1995 were used to repay all indebtedness 
outstanding under the 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.

                                      12
<PAGE>

CAPITAL EXPENDITURES

    As of September 30, 1997, the Company had invested $114.0 million in 
system equipment and pagers for its major metropolitan markets and $14.1 
million in system equipment and TracPacs for its 34 security systems. 

    Capital expenditures for paging systems' equipment was $6.6 million for 
the nine months ended September 30, 1997 compared to $10.9 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 nine months ended September 30, 1997 was 
$363,000 compared to $821,000 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 September 30, 1997, the Company anticipates capital expenditures 
for the remainder of 1997 to be $500,000 for the purchase of system equipment 
for its current paging systems operations and $100,000 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.  At September 30, 1997, the Company had 
approximately $2.9 million of available funds under the Credit Facilities.

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.

                                      13
<PAGE>

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 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.

PENDING MERGER

    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 all of 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 transaction 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.

LITIGATION

    The final outcome of the issues subject to litigation as described in 
"Item 1 - Legal Proceedings" and "Note F - Litigation" to the Consolidated 
Financial Statements could have a material adverse effect on the Company's 
results of operations during fiscal year 1997 or subsequent periods.

                                      14
<PAGE>

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 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 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 entered into an agreement effective May 14, 1997 to settle 
the pending securities class actions. The Company, its insurance carriers and 
its former underwriters will pay $8.25 million to claims against the 
defendants. The Company has agreed to pay $1.7 million of this amount. In 
addition, the Company will issue one million shares of the Company's Common 
Stock to the class. 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 transactions which results in a change of "control" of 
the Company. The proposed settlement is subject to court approval. The 
proposed settlement will resolve all disputes to the litigation.

    On September 24, 1997, the United States District Court for the Northern 
District of Texas preliminarily approved the proposed settlement. The Court 
set a hearing on the parties' joint motion for entry of a final judgement 
approving the settlement for November 19, 1997.

    On August 13, 1997, the Company and certain of its directors were named 
in a class action complaint in the Court of Chancery for the State of 
Delaware in and for New Castle County. The case is styled, JERRY KRIM V. 
PRONET INC., ET AL., C.A. No. 15873. In this action, the plaintiff alleges 
that the Company's stockholders will receive inadequate consideration in 
connection with the Company's proposed merger with Metrocall. The plaintiff 
further alleges various breaches by the director defendants in connection 
with the proposed merger. The defendants view the complaint as meritless and 
on September 5, 1997, filed a motion to dismiss the plaintiff's complaint. 
That motion is pending before the Court.

                                      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).

                                      17
<PAGE>

10.9  -   Amendment Letter No. Two to Stock Purchase Agreement dated
          January 4, 1994, by and between the Company and Contact
          Communications, Inc. (filed as an exhibit to the Company's Current
          Report on Form 8-K, dated March 1, 1994, and incorporated herein by
          reference). 
10.10 -   Amendment Letter No. Three to Stock Purchase Agreement dated
          March 1, 1994, by and between the Company and Contact
          Communications, Inc. (filed as an exhibit to the Company's Current
          Report on Form 8-K, dated March 1, 1994, and incorporated herein by
          reference).
10.11 -   1994 Employee Stock Purchase Plan of the Company (filed as an
          exhibit to the Company's Proxy Statement filed April 26, 1994, and
          incorporated herein by reference).
10.12 -   Stock Purchase Agreement dated April 20, 1995, regarding the
          acquisition of the outstanding capital stock of Metropolitan
          Houston Paging Services, Inc., ("Metropolitan") by and among
          Contact Communications Inc., Metropolitan and the shareholders of
          Metropolitan (filed as an exhibit to the Company's Quarterly Report
          on Form 10-Q for the fiscal quarter ended March 31, 1995, and
          incorporated herein by reference).
10.13 -   Form PS-58 Split Dollar Agreement between the Company and each of
          its executive officers (filed as an exhibit to the Company's
          Registration Statement on Form S-2 (File No. 33-85696) filed
          October 28, 1994, and incorporated herein by reference).
10.14 -   Employment Agreement dated May 18, 1994, by and between the Company
          and Jackie R. Kimzey (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).
10.15 -   Employment Agreement dated May 18, 1994, by and between the Company
          and David J. Vucina (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
          incorporated herein by reference).
10.16 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Bo Bernard (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).
10.17 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Jan E. Gaulding (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).
10.18 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and 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).

                                      18
<PAGE>

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, 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 and 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).
10.39 -   Amendment to Option Agreement dated as of August 29, 1997 between
          Metrocall, Inc. and the Company (filed as an exhibit to
          Metrocall's Form 8-K dated September 8, 1997, and incorporated
          herein by reference).
(b)   -   Reports on Form 8-K: No Current Reports on Form 8-K were filed by
          the Company during the quarter ended September 30, 1997.

------------------------

                                      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: November 14, 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 

<PAGE>

          Company's Current Report on Form 8-K, dated March 1, 1994, and 
          incorporated herein by reference).
10.9  -   Amendment Letter No. Two to Stock Purchase Agreement dated
          January 4, 1994, by and between the Company and Contact
          Communications, Inc. (filed as an exhibit to the Company's Current
          Report on Form 8-K, dated March 1, 1994, and incorporated herein by
          reference). 
10.10 -   Amendment Letter No. Three to Stock Purchase Agreement dated
          March 1, 1994, by and between the Company and Contact
          Communications, Inc. (filed as an exhibit to the Company's Current
          Report on Form 8-K, dated March 1, 1994, and incorporated herein by
          reference).
10.11 -   1994 Employee Stock Purchase Plan of the Company (filed as an
          exhibit to the Company's Proxy Statement filed April 26, 1994, and
          incorporated herein by reference).
10.12 -   Stock Purchase Agreement dated April 20, 1995, regarding the
          acquisition of the outstanding capital stock of Metropolitan
          Houston Paging Services, Inc., ("Metropolitan") by and among
          Contact Communications Inc., Metropolitan and the shareholders of
          Metropolitan (filed as an exhibit to the Company's Quarterly Report
          on Form 10-Q for the fiscal quarter ended March 31, 1995, and
          incorporated herein by reference).
10.13 -   Form PS-58 Split Dollar Agreement between the Company and each of
          its executive officers (filed as an exhibit to the Company's
          Registration Statement on Form S-2 (File No. 33-85696) filed
          October 28, 1994, and incorporated herein by reference).
10.14 -   Employment Agreement dated May 18, 1994, by and between the Company
          and Jackie R. Kimzey (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).
10.15 -   Employment Agreement dated May 18, 1994, by and between the Company
          and David J. Vucina (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended June 30, 1994, and
          incorporated herein by reference).
10.16 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Bo Bernard (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).
10.17 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Jan E. Gaulding (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).
10.18 -   Change in Control Agreement dated May 18, 1994, by and between the
          Company and Jeffery Owens (filed as an exhibit to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
          1994, and incorporated herein by reference).
10.19 -   Change in Control Agreement dated January 17, 1995, by and between
          the Company and Mark A. Solls (filed as an exhibit to the Company's
          Annual Report on Form 10-K for the year ended December 31, 1994,
          and incorporated herein by reference).
10.20 -   Asset Purchase Agreement dated May 24, 1995, regarding the
          acquisition of substantially all of the paging assets of Americom
          Paging Corporation, by and among the Company, Gregory W. Hadley, Mo
          Shebaclo and American 900 Paging, Inc. dba Americom Paging
          Corporation (filed as an exhibit to the Company's Current Report on
          Form 8-K, dated July 7, 1995, and incorporated herein by
          reference).
10.21 -   Amended and Restated Credit Agreement dated February 9, 1995, by
          and among the Company, The First National Bank of Chicago, as
          Agent, and the Lenders party thereto (filed as an exhibit to the
          Company's Annual Report on Form 10-K for the year ended December
          31, 1994, and incorporated herein by reference).
10.22 -   Waiver, Consent and Amendment No. 1 dated as of June 12, 1995 by
          and among the Company, The First National Bank of Chicago, as
          Agent, and the Lenders party thereto (filed as an exhibit to the
          Company's Registration Statement on Form S-4  (File No. 33-60925)
          filed July 7, 1995, and incorporated herein by reference).
10.23 -   Office Lease Agreement by and between the Company and Carter-Crowley 
          Properties, Inc., as Landlord (filed as an exhibit to the Company's 
          Current Report on Form 8-K, dated July 5, 1995, and incorporated 
          herein by reference).

<PAGE>

10.24 -   Stock Purchase Agreement dated October 6, 1995, regarding the
          acquisition of all of the outstanding capital stock of Apple
          Communication, Inc., by and among CCI, Apple Communication, Inc.,
          and Salvatore Zarcone and Jill DiFoggio (filed as an exhibit to the
          Company's Current Report on Form 8-K, dated January 16, 1996, and
          incorporated herein by reference).
10.25 -   Stock Purchase Agreement dated November 22, 1995, regarding the
          acquisition of all of the outstanding capital stock of Cobbwells,
          Inc. d/b/a Page One, by and among the Company, CCI, Cobbwells, Inc.
          d/b/a Page One, James H. Cobb, III and Warren K. Wells (filed as an
          exhibit to the Company's Current Report on Form 8-K, dated January
          16, 1996, and incorporated herein by reference).
10.26 -   1995 Long-Term Incentive Plan of the Company (filed as an exhibit
          to the Company's Proxy Statement filed April 24, 1995, and
          incorporated herein by reference).
10.27 -   Voting Agreement by and among the Company and Continental Illinois
          Venture Corporation, CIVC Partners I, GM Holdings, LLC, Rainbow
          Resources, Inc., Robert McMurrey and G. David Higginbotham, dated
          as of April 15, 1996 (filed as an exhibit to the Company's Schedule
          13D filed April 26, 1996, and incorporated by reference).
10.28 -   Agreement and Plan of Merger by and among the Company, ProNet
          Subsidiary, Inc. and Teletouch Communications, Inc., dated as of
          April 15, 1996 (filed as an exhibit to the Company's Schedule 13D
          filed April 26, 1996, and incorporated by reference).
10.29 -   Asset Purchase Agreement dated April 19, 1996, regarding the
          purchase of a nationwide data transmission license and associated
          system equipment from EMBARC Communication Services, Inc., by and
          among Contact Communications Inc., the Company, EMBARC
          Communication Services, Inc. and Motorola Inc. (filed as an exhibit
          to the Company's Quarterly Report on Form 10-Q for the fiscal
          quarter ended March 31, 1996, and incorporated herein by
          reference).
10.30 -   Stock Purchase Agreement dated April 24, 1996, regarding the
          acquisition of all of the outstanding capital stock of Strategic
          Products Corporation, by and among the Company, Strategic Products
          Corporation, John K. LaRue and Keith Bussman (filed as an exhibit
          to the Company's Quarterly Report on Form 10-Q for the fiscal
          quarter ended March 31, 1996, and incorporated herein by
          reference).
10.31 -   Merger Agreement dated April 24, 1996, by and among the Company,
          Pac-West Telecomm, Inc., John K. LaRue, William E. Koch and Bay
          Alarm Company (filed as an exhibit to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended March 31, 1996,
          and incorporated herein by reference).
10.32 -   Termination Agreement and Release by and among the Company, ProNet
          Subsidiary, Inc. and Teletouch Communications, Inc., dated as of
          July 24, 1995.
10.33 -   Second Amended and Restated Credit Agreement dated as of June
          14,1996, among the Company, The First National Bank of Chicago,
          individually and as Agent and the Lenders party thereto.
10.34 -   Amendment No. 1 to Credit Agreement dated as of September 30,1996,
          by and among the Company, each of the Company's subsidiaries, The
          First National Bank of Chicago, individually and as Agent and the
          Lenders party thereto.
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 and 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).

<PAGE>

10.39 -   Amendment to Option Agreement dated as of August 29, 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).

27*   -   Financial Data Schedule.

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