<PAGE>
PRONET INC.
SUPPLEMENT TO PROSPECTUS DATED OCTOBER 5, 1995
____________________
THE DATE OF THIS SUPPLEMENT IS MARCH 12, 1996.
____________________
The following information supplements the Prospectus dated October 5,
1995, of ProNet Inc., a Delaware corporation ("ProNet" or the "Company"),
relating to the offering by the Selling Stockholders (the "Selling
Stockholders") of up to an aggregate of 2,000,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), of ProNet. Unless otherwise defined
herein, certain capitalized terms have the meanings ascribed to them in the
Prospectus.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder and
relationship, if any, with the Company and (i) the number of shares of Common
Stock owned by each Selling Stockholder as of March 12, 1996 (assuming no
shares have been sold under this Prospectus as of such date), (ii) the
maximum number of shares of Common Stock which may be offered for the account
of such Selling Stockholder under this Prospectus, and (iii) the amount and
percentage of Common Stock to be owned by the Selling Stockholder after the
completion of the Offering assuming the sale of all the Common Stock which
may be offered hereunder.
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE
MAXIMUM NUMBER OF OF COMMON STOCK
NAME OF SELLING STOCKHOLDER AND SHARES OWNED PRIOR SHARES WHICH MAY OWNED AFTER THE
RELATIONSHIP TO COMPANY TO OFFERING BE SOLD HEREUNDER OFFERING (1) AMOUNT - %
----------------------- ----------- ----------------- -----------------------
<S> <C> <C> <C>
Chicago Communications Service, Inc. . . . 44,166 44,166 ---
All City Communication Company, Inc. (2) . --- --- ---
Carrier Paging Systems, Inc. . . . . . . . 114,994 114,994 ---
Signet Paging of Charlotte, Inc. . . . . . 171,509 171,509 ---
American Paging Corporation (2). . . . . . --- --- ---
SigNet Paging of Raleigh, Inc. . . . . . . 109,091 109,091 ---
Sam Zarcone. . . . . . . . . . . . . . . . 129,211 129,211 ---
Jill DiFoggio. . . . . . . . . . . . . . . 43,071 43,071 ---
</TABLE>
____________
(1) Assumes the sale of all shares of Common Stock registered hereunder,
although none of the Selling Stockholders are under any obligation known
to the Company to sell any shares of Common Stock.
(2) The shares of Common Stock held by such Selling Stockholders were
acquired by such Selling Stockholder in connection with the sale of its
paging business to the Company. Such shares are subject to certain
rights to indemnification on the part of the Company. As a result of
such rights, it is not possible to determine the number of such shares
that ultimately will be available for sale hereunder.
The Company will pay the expenses of registering the shares of Common
Stock being sold hereunder which are estimated to be $30,000.
