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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  FORM 10 - QSB

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 

For the quarterly period ended June 30, 1998.

      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 1-13002

                           PAGING PARTNERS CORPORATION
        (Exact name of small business issuer as specified in its charter)

                 Delaware                                   22-3281446
      (State or other jurisdiction of                     (IRS Employer
       incorporation or organization)                  Identification No.)

                              Freehold Office Plaza
                             4249 Route 9N, Bldg. 2
                           Freehold, New Jersey 07728
                    (address of principal executive offices)

                                 (732) 409-7088
                           (Issuer's telephone number)

               (Former name, former address and former fiscal year
                          if changed since last report)

      Check whether the issuer (1) 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 |_|

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 6,308,000 shares of Common
Stock, $.01 par value, were outstanding, as of July 31, 1998

      Transitional Small Business Disclosure Format (check one):

            Yes |_|                         No |X|
<PAGE>

                                   Form 10-QSB

                                      INDEX

                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements

              Condensed Balance Sheets                                      3

              Condensed Statements of Operations                            4

              Condensed Statements of Cash Flows                            5

              Notes to Condensed Financial Statements                       6

  Item 2. Management's Discussion and Analysis of Financial 
          Condition and Results of Operations                               7

PART II.  OTHER INFORMATION                                                10

SIGNATURES                                                                 11


                                        2
<PAGE>

                           PAGING PARTNERS CORPORATION

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     June 30,      December 31,
Assets                                                                                 1998            1997
                                                                                       ----            ----
                                                                                   (Unaudited)
<S>                                                                                <C>             <C>         
    Current Assets:

      Cash and cash equivalents ................................................   $    586,000    $    752,000
      Accounts receivable (net of allowances of $46,000 and $61,000) ...........        429,000         522,000
      Inventory ................................................................         36,000         106,000
      Other current assets .....................................................        118,000         194,000
                                                                                   ------------    ------------
          Total current assets .................................................      1,169,000       1,574,000

      Property and equipment ...................................................      4,220,000       4,608,000
      Licenses (less accumulated amortization of $808,000 and $775,000) ........        475,000         541,000
                                                                                   ------------    ------------
                                                                                   $  5,864,000    $  6,723,000
                                                                                   ============    ============

Liabilities

    Current Liabilities:

      Current maturities of notes payable ......................................   $    414,000    $    384,000
      Accounts payable and accrued expenses ....................................        909,000         989,000
                                                                                   ------------    ------------
          Total current liabilities ............................................      1,323,000       1,373,000

      Notes payable (less current maturities) ..................................      1,368,000       1,590,000
                                                                                   ------------    ------------
                                                                                      2,691,000       2,963,000
                                                                                   ------------    ------------

      Commitments

Stockholders' Equity

      Common stock, $.01 par value, 20,000,000 shares authorized ...............         63,000          63,000
      Preferred stock, $.01 par value, 1,000,000 shares authorized (none issued)             -0-             -0-
      Additional paid-in capital ...............................................     12,643,000      12,643,000
      Accumulated deficit ......................................................     (9,533,000)     (8,946,000)
                                                                                   ------------    ------------
                                                                                      3,173,000       3,760,000
                                                                                   ------------    ------------

                                                                                   $  5,864,000    $  6,723,000
                                                                                   ============    ============
</TABLE>

See accompanying note to condensed financial statements.


                                        3
<PAGE>

                           PAGING PARTNERS CORPORATION

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Six months ended June 30,   Three months ended June 30,
                                                    -------------------------   ---------------------------
                                                       1998           1997           1998           1997
                                                       ----           ----           ----           ----
<S>                                                <C>            <C>            <C>            <C>        
Revenues:
     Service ...................................   $ 3,767,000    $ 3,145,000    $ 1,895,000    $ 1,674,000
     Equipment sales ...........................     1,224,000        778,000        623,000        474,000
                                                   -----------    -----------    -----------    -----------
                                                     4,991,000      3,923,000      2,518,000      2,148,000
                                                   -----------    -----------    -----------    -----------

Expenses:
     Service ...................................     2,170,000      1,909,000      1,108,000      1,001,000
     Cost of equipment sold ....................     1,283,000        857,000        643,000        523,000
     Selling ...................................       464,000        579,000        218,000        284,000
     Administrative ............................       828,000        750,000        415,000        369,000
                                                   -----------    -----------    -----------    -----------
                                                     4,745,000      4,095,000      2,384,000      2,177,000
                                                   -----------    -----------    -----------    -----------
Income (loss) from operations before
  depreciation and amortization ................       246,000       (172,000)       134,000        (29,000)
Depreciation and amortization ..................       630,000        564,000        315,000        285,000
                                                   -----------    -----------    -----------    -----------
Loss from operations ...........................      (384,000)      (736,000)      (181,000)      (314,000)

Provision for emergency satellite transfer costs       100,000             -0-       100,000             -0-
Interest expense ...............................       103,000         83,000         50,000         41,000
                                                   -----------    -----------    -----------    -----------

NET LOSS .......................................   $  (587,000)   $  (819,000)   $  (331,000)   $  (355,000)
                                                   ===========    ===========    ===========    ===========

NET LOSS PER COMMON SHARE ......................   $     (0.09)   $     (0.14)   $     (0.05)   $     (0.06)
                                                   ===========    ===========    ===========    ===========

Weighted average common shares outstanding .....     6,301,000      6,059,000      6,301,000      6,288,000
                                                   ===========    ===========    ===========    ===========
</TABLE>

See accompanying note to condensed financial statements.


                                        4
<PAGE>

                           PAGING PARTNERS CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Six months ended June 30,
                                                         -------------------------
                                                             1998         1997
                                                             ----         ----
<S>                                                       <C>          <C>       
Cash flows from operating activities:
   Net loss ...........................................   $(587,000)   $(819,000)
   Adjustments to reconcile net loss to net
     cash provided by operating activities:
       Depreciation and amortization ..................     630,000      564,000
   Changes in operating assets and liabilities ........     126,000      293,000
                                                          ---------    ---------

       Net cash provided by operating activities ......     169,000       38,000
                                                          ---------    ---------

Cash flows used by investing activities:
   Acquisition of property, equipment and licenses ....    (143,000)     (68,000)
                                                          ---------    ---------

Cash flows from financing activities:
   Net proceeds from private equity placement .........          -0-     500,000
   Repayment of notes payable .........................    (192,000)     (38,000)
                                                          ---------    ---------

       Net cash provided (used) by financing activities    (192,000)     462,000
                                                          ---------    ---------

   Net increase (decrease) in cash and cash equivalents    (166,000)     432,000
   Cash and cash equivalents - beginning of period ....     752,000      507,000
                                                          ---------    ---------
   Cash and cash equivalents - end of period ..........   $ 586,000    $ 939,000
                                                          =========    =========

   Supplemental disclosures of cash flow information:
       Cash paid for interest .........................   $ 109,000    $  79,000
       Common stock issued in exchange for services ...          -0-     120,000
       Debt issued for the purchase of equipment ......          -0-     735,000
</TABLE>

See accompanying note to condensed financial statements.


                                       5
<PAGE>

                          PAGING PARTNERS CORPORATION

                     NOTE TO CONDENSED FINANCIAL STATEMENTS

1.    The Company and basis of presentation:

      The financial statements presented herein as of June 30, 1998 and for the
      six and three month periods ended June 30, 1998 and 1997 are unaudited
      and, in the opinion of management, include all adjustments (consisting
      only of normal and recurring adjustments) necessary for a fair
      presentation of financial position and results of operations. Such
      financial statements do not include all of the information and footnote
      disclosures normally included in audited financial statements prepared in
      accordance with generally accepted accounting principles. The results of
      operations for the six and three month periods ended June 30, 1998 are not
      necessarily indicative of the results that may be expected for the full
      year ended December 31, 1998. It is suggested that these financial
      statements be read in conjunction with the financial statements and notes
      thereto included in the Company's 1997 Annual Report on Form 10-KSB.


                                        6
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results Of Operations

      The tables on the following page present certain items in the Company's
statements of operations in dollars and as percentages of total revenues
including changes therein for the six and three month periods ended June 30,
1998 and 1997. The tables also present certain key operating statistics for the
same periods.

      The increase in the Company's service revenues reflects a substantial
increase in the number of (equivalent) units in service offset in part by
reduced service revenue per unit. Service revenue per unit on reseller units has
declined due in part to continued competitive pricing in the industry, offset in
part by increased market penetration on reseller units by the Company of higher
(per unit) revenue alphanumeric messaging. Additionally, the portion of the
Company's revenues generated by transmission-only services has increased. The
Company generally charges a lower unit price to customers for transmission-only
services as the customers operate their own switching terminal equipment and
procure their own telephone numbers from local exchange carriers and are only
using the Company's radio transmission network. In turn, the Company incurs
virtually no incremental telecommunications, selling, customer service, or
capital costs from servicing these units. Service revenue per unit for
transmission-only units has declined because early customers were alphanumeric
information providers who were charged a fixed monthly fee for use of the
Company's systems. Since the Company began active marketing of transmission-only
capability in early 1997, new customers have mostly added numeric paging units
with lower revenue per unit.

      Unit growth between the first half of 1997 and the first half of 1998
resulted from factors which include:

            o     Increased penetration of transmission-only services.
            o     Overall wireless messaging industry growth.
            o     Increased penetration of add-on services to alphanumeric
                  messaging (message dispatch, sports and news offerings)
            o     Improved responsiveness to industry price competition in a
                  selective manner through price simplification and discounting
                  incremental units in service.

      The Company reports its units in service on the basis of "(equivalent)
units in service". Certain of the Company's customers are serviced and billed on
a measurement basis other than one which relates to the number of units in
service. In such case the number of units reported is based upon the monthly
revenue received converted into units at the lowest unit pricing given to any of
the Company's customers for equivalent service. The number of units in service
excludes subscribers receiving AlphaPlus(R) data services but not subscribing
to basic paging services.

      Service cost includes transmission site rentals, telephone interconnect
services, message dispatch costs, and the costs (mostly personnel-related) of
the Company's engineering function. The increases in service costs in 1998 as
compared to 1997 are primarily attributable to increased message dispatch costs
resulting from continued alphanumeric penetration and increased telephone
interconnect costs.

      Equipment sales increased during 1998 as compared to the same period in
1997 due to new product introductions by the Company's primary supplier
(Motorola) as well as price increases and decreased availability from certain
competitors. The Company continues to sell pagers as an accommodation to
Resellers and not as a source of profit. However, lessened competition has
permitted narrower loss margins on pager sales during 1998 than in previous
years. Management expects this improvement to continue during the remainder of
1998.

      Selling expenses decreased in 1998 as compared to 1997. This reflects
lower promotional expenditures, lower sales commissions due to lower
intra-quarter sales growth, and lower salary expense due to a sales department
reorganization more fully described in the Current Trends section below.

      General and administrative expense increased during 1998 as compared to
1997 as a result of increases in MIS headcount and salaries.


                                        7
<PAGE>

                           PAGING PARTNERS CORPORATION

                        RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                         Six months ended June 30,    Six months ended June 30,            
                                         -------------------------    -------------------------          
                                                    1998                          1997                      Chg.
                                                    ----                          ----                      ----
                                              $               %            $               %            $           %
<S>                                        <C>              <C>        <C>               <C>        <C>           <C> 
Revenues:                                                                                         
       Service                             3,767,000        100.0       3,145,000        100.0         622,000     19.8
       Equipment sales                     1,224,000         32.5         778,000         24.7         446,000     57.3
                                          ----------        -----      ----------        -----      ----------
       Total Revenues                      4,991,000        132.5       3,923,000        124.7       1,068,000     27.2
       Cost of equipment                   1,283,000         34.1         857,000         27.2         426,000     49.7
                                          ----------        -----      ----------        -----      ----------
                                           3,708,000         98.4       3,066,000         97.5         642,000     20.9
                                          ----------        -----      ----------        -----      ----------
Operating expenses:                                                                               
       Service                             2,170,000         57.6       1,909,000         60.7         261,000     13.7
       Selling                               464,000         12.3         579,000         18.4        (115,000)   (19.9)
       General and administrative            828,000         22.0         750,000         23.8          78,000     10.4
                                          ----------        -----      ----------        -----      ----------
                                           3,462,000         91.9       3,238,000        103.0         224,000      6.9
                                          ----------        -----      ----------        -----      ----------
                                                                                                  
EBITDA                                       246,000          6.5        (172,000)        (5.5)        418,000    243.0
Depreciation and amortization                630,000         16.7         564,000         17.9          66,000     11.7
                                          ----------        -----      ----------        -----      ----------
Loss from operations                        (384,000)       (10.2)       (736,000)       (23.4)        352,000     47.8
Interest and other expense                   103,000          2.7          83,000          2.6          20,000     24.1
Emergency satellite transfer costs           100,000          2.7               0          0.0         100,000       NA
                                          ----------        -----      ----------        -----      ----------
Net loss                                    (587,000)       (15.6)       (819,000)       (26.0)        232,000     28.3
                                          ----------        -----      ----------        -----      ----------
                                                                     
Equivalent Units                                                     
       Reseller                               117000                        99000                       18,000     18.2
       Transmission only                       52000                        21000                       31,000    147.6
                                          ----------                   ----------                   ----------
                                              169000                       120000                       49,000     40.8
                                          ----------                   ----------                   ----------
Avg. monthly (per unit) service revenue                                                           
       Reseller                           $     5.11                 $     5.66                   $    (0.55)    (9.7)
       Transmission only                  $     0.97                 $     1.96                   $    (0.99)   (50.5)

<CAPTION>

                                        Three months ended June 30,   Three months ended June 30,
                                        ---------------------------   ---------------------------
                                                    1998                          1997                        Chg.
                                                    ----                          ----                        ----
                                              $               %            $               %              $           %
<S>                                        <C>              <C>        <C>               <C>          <C>           <C> 
Revenues:                                                             
       Service                             1,895,000        100.0       1,674,000        100.0           221,000     13.2
       Equipment sales                       623,000         32.9         474,000         28.3           149,000     31.4
                                          ----------        -----      ----------        -----        ----------
       Total Revenues                      2,518,000        132.9       2,148,000        128.3           370,000     17.2
       Cost of equipment                     643,000         33.9         523,000         31.2           120,000     22.9
                                          ----------        -----      ----------        -----        ----------
                                           1,875,000         99.0       1,625,000         97.1           250,000     15.4
                                          ----------        -----      ----------        -----        ----------
Operating expenses:                                                                                
       Service                             1,108,000         58.5       1,001,000         59.8           107,000     10.7
       Selling                               218,000         11.5         284,000         17.0           (66,000)   (23.2)
       General and administrative            415,000         21.9         369,000         22.0            46,000     12.5
                                          ----------        -----      ----------        -----        ----------
                                           1,741,000         91.9       1,654,000         98.8            87,000      5.3
                                          ----------        -----      ----------        -----        ----------
                                                                                                   
EBITDA                                       134,000          7.1         (29,000)        (1.7)          163,000    562.1
Depreciation and amortization                315,000         16.6         285,000         17.0            30,000     10.5
                                          ----------        -----      ----------        -----        ----------
Loss from operations                        (181,000)        (9.5)       (314,000)       (18.7)          133,000     42.4
Interest and other expense                    50,000          2.6          41,000          2.4             9,000     22.0
Emergency satellite transfer costs           100,000          5.3               0          0.0           100,000       NA
                                          ----------        -----      ----------        -----        ----------
Net loss                                    (331,000)       (17.4)       (355,000)       (21.1)           24,000      6.8
                                          ----------        -----      ----------        -----        ----------
                                                                                                 
Equivalent Units (June 30)                                                                       
       Reseller                               117000                        99000                         18,000     18.2
       Transmission only                       52000                        21000                         31,000    147.6
                                          ----------                   ----------                     ----------    -----
                                              169000                       120000                         49,000     40.8
                                          ----------                   ----------                     ----------    -----
Avg. monthly (per unit) service revenue                                                          
       Reseller                                 5.08                         5.52                     $    (0.44)    (8.0)
       Transmission only                        0.97                         1.63                     $    (0.66)   (40.5)
</TABLE>


                                       8
<PAGE>

      EBITDA reflects the Company's earnings (excluding interest and
non-operating items) before taxes, depreciation and amortization and measures
the Company's operating cash flows, which the Company considers to be a
significant measure of performance. EBITDA is commonly used in the paging
industry and by financial analysts and others who follow the industry to measure
operating performance, but should not be considered in isolation or as an
alternative to measures of operating performance or cash flows pursuant to
generally accepted accounting principles. EBITDA improved significantly during
1998 as compared to the same period in 1997 reflecting the fact that the
increase in service revenue exceeded the resulting increase in cost of service.
Now that the Company's paging systems are built-out, increases in service
revenues should not result in proportional increases in operating expenses.

      Interest expense primarily reflects the Company's equipment financing with
Motorola and has increased as a result of the Metro System upgrade described
below.

      Depreciation increased as the Company put into service equipment purchased
for the final portion of the Corridor System as well as the Metro System upgrade
described below.

      Net loss decreased consistent with the improvement in EBITDA noted above,
partially offset by increased depreciation and interest expense and by the
emergency satellite transfer costs described below.

Emergency Satellite Transfer Costs

      The Company relies on a satellite for dissemination of its paging signal
from its paging hub in Freehold, New Jersey to its network of over 240 radio
transmitters in the Eastern United States. On the evening of May 19,1998, the
unprecedented sudden failure of the Galaxy IV satellite used by the Company (as
well as most other large paging carriers) caused the suspension of paging
service. Within 24 hours, the Company made a successful transition to an
alternate satellite (SBS-6) on which it had previously reserved backup time.
However, the Company had to engage subcontractors to reorient the satellite
receiver on each transmission tower to receive radio signals from the new
satellite. The Company has made a provision of $100,000 in the quarter ended
June 30, 1998 to cover the costs of these realignments.

Current Trends

      Service revenue was lower in the six months ended June 30, 1998 than in
the previous six months (ended December 31, 1997) due to a reduction in
alphanumeric and message dispatch units and revenue. Management believes that a
significant factor in such reduction was a new per-call charge instituted in
October 1997 under the Telecommunications Act of 1996 for calls to toll-free
numbers made from pay phones. This charge disrupted the cost structures of the
Company's message dispatch providers which either had to absorb the cost
(approximately $.30 per call) or pass it on to the Company which would likely,
in turn, seek to pass it on to the Company's resellers (and ultimately to end
users). Rather than elect to absorb the new cost without knowing whether it
could successfully be recovered from end-users, the Company, with its major
dispatch providers, determined to block calls originating from pay phones to the
toll free numbers maintained by the dispatch providers to receive messages for
end users. The inability to receive messages from callers using pay phones may
have caused some end-users to stop obtaining message dispatch (and possibly
numeric and alphanumeric) service from the Company's resellers.

      Additionally, in an effort to reduce the impact of the new per call
charge, certain of the Company's dispatchers switched long distance carriers or
made programming changes to their internal switches. In some cases this may have
interfered with the quality of service provided to the Company's end-users,
which may have caused them to seek an alternative service provider.

      The disruption to the Company's alphanumeric sales growth from the
foregoing coincided with other negative trends which adversely affected the
Company's revenue. Consistent with an industry-wide trend, revenue growth from
numeric display paging slowed during the first half of 1998. In addition,
although the Company's "churn" rate (the monthly ratio of service disconnects to
total units serviced) is not directly comparable to that of paging companies
which do not rely upon resellers, the Company has recently experienced a
noticeable increase in its churn rate as compared to prior years.


                                        9
<PAGE>

      The paging industry experienced substantial consolidation during 1997 as
well as announcements of additional transactions during 1998. There have also
been significant management changes at many of the larger companies in the
industry. In response to investor dissatisfaction, management at several major
paging companies announced their intention to shift from a price competitive
strategy intended to increase subscriber base, towards a strategy intended to
increase operating margins.

      In an effort to capitalize on any opportunity that may result from its
competitors' strategy shifts and offset the impact of the negative trends
discussed above, the Company is making several changes in how it markets its
services and supports its resellers and, in turn, end-users. The Company has
restructured its salaried sales force into regional teams, emphasizing field
representatives for major reseller solicitations and less costly internal
support personnel servicing existing resellers and soliciting increased business
from smaller accounts. This has started to reduce churn while enabling the
Company to increase market share with its current reseller base, which trend
should continue particularly if other carriers choose to increase reseller
prices while reducing support to resellers. The efforts of the Company's
employed sales personnel will be supplemented by independent agents targeted
towards the geographic areas serviced by the Company's systems and market niches
not covered by the Company's salaried sales force.

      Senior management continues to solicit large, established resellers and
carriers for transmission-only service. Although the Company's per unit revenues
for such service are lower, the Company incurs no incremental costs and the
Company is partnered with organizations having the financial and management
strength to purchase and maintain their own paging terminals. Further, to
address what management believes are significant opportunities for sales on a
"business-to-business" basis, the Company will solicit, independently or
partnered with established resellers and carriers, a limited number of medium
and large corporate accounts which would be interested in taking advantage of
the Company's automated "24/7" pager programming capabilities and are only
willing to purchase service directly from a paging carrier.

Liquidity and Capital Resources

      By relying primarily upon Resellers to build its subscriber base, the
Company has been able to avoid many of the expenses associated with the
solicitation and servicing of subscribers. Nevertheless, the construction and
initial operation and marketing of a paging system requires substantial
expenditures which can only be recouped, if at all, from the subsequent
operation of the system. At this point the Company anticipates that it will from
time to time make substantial capital expenditures to upgrade its Systems to
assure that they remain technologically current, but the level of such
expenditures should be less than those associated with the initial construction
of its Systems. During 1997, the Company incurred approximately $750,000 of net
capital expenditures, primarily for technological upgrades of the Metro System,
substantially all of which was financed by Motorola. During the first six months
of 1998, the Company incurred $143,000 of capital expenditures and expects such
spending to remain at or below such levels for the balance of 1998.

      During the quarters ended March 31 and June 30, 1998, the Company's
revenues did not grow sufficiently to enable the Company to meet the increasing
EBITDA covenant of its Loan Agreement with Motorola, as amended. Under the terms
of the Motorola Loan Agreement the Company can cure any default resulting from
its failure to meet the EBITDA covenant by obtaining a capital contribution or
subordinated loan in the amount of the deficiency. The Company has obtained a
commitment for $28,800 of such financing from two of its principal shareholders
sufficient to cure the deficiency for the quarter ended March 31, 1998.

      The Company anticipates that it can obtain a capital contribution or
subordinated loan sufficient to offset the EBITDA covenant shortfall of $66,000
for the quarter ended June 30, 1998. Nevertheless, in light of the Company's
continued financial progress, in particular the fact that if the Company
continues its present trends it will be generating sufficient cash from
operations to meet its scheduled Motorola debt payments, the Company has
requested that Motorola revise its loan covenants to avoid the necessity of
future equity contributions or subordinated debt.

      The ability of the Company to achieve the financial results reflected in
the discussions above is dependent upon future uncertainties and factors that
could cause actual results to differ, in some cases materially, from
expectations. Among the factors that impact the Company's results are the level
of price competition in the paging industry, the rate of technological change in
the wireless industry, the performance of the Company's systems and changes in
regulations applicable to the paging industry.

PART II. OTHER INFORMATION - None 


                                       10
<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.


                                      PAGING PARTNERS CORPORATION



                                      /s/ Jeffrey M. Bachrach
                                      -----------------------------------------
Dated: August 3, 1998                 By: Jeffrey M. Bachrach
                                          Vice President and Principal Financial
                                          and Accounting Officer


                                      11