PRONET INC /DE/, POS AM, 1996-04-05

PRONET INC /DE/
POS AM, 1996-04-05
RADIOTELEPHONE COMMUNICATIONS

Previous: MUTUAL FUND GROUP, 497, 1996-04-05

Next: INTERCARGO CORP, 10-K/A, 1996-04-05

<PAGE>

As filed with the Securities and Exchange Commission on April 5, 1996

==============================================================================
REGISTRATION NO. 33-61279

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

POST-EFFECTIVE
AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

______________

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

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

6340 LBJ FREEWAY
DALLAS, TEXAS 75240
(214) 687-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

MARK A. SOLLS Copies of all communications,
VICE PRESIDENT AND GENERAL COUNSEL including all communications to the
6340 LBJ FREEWAY agent for service, should be sent to:
DALLAS, TEXAS 75240
(214) 687-2000 JEFFREY A. CHAPMAN
MARK EARLY
(Name, address, including zip code, VINSON & ELKINS L.L.P.
and telephone number, including area 3700 TRAMMELL CROW CENTER
code, of agent for service) 2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7700

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
in light of market conditions and other factors.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/

This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c)
of the Securities Act of 1933, as amended.

<PAGE>

PROSPECTUS

PRONET INC.
2,000,000 SHARES OF COMMON STOCK, $.01 PAR VALUE

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

____________________

This Prospectus relates 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 Inc., a Delaware
corporation ("ProNet" or the "Company"). The shares of Common Stock offered
hereby (the "Offered Securities") were privately offered by the Company
pursuant to acquisitions of paging businesses in a series of unrelated
transactions that have occurred since June 30, 1994. See "Resales and Plan of
Distribution" for information relating to such resales.

SEE "RISK FACTORS" ON PAGE 9 FOR CERTAIN FACTORS RELEVANT TO AN INVESTMENT
IN THE COMMON STOCK.

The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholders. The Offered Securities may be sold
by the Selling Stockholders in ordinary brokerage transactions, in
transactions in which brokers solicit purchases, in negotiated transactions,
or in a combination of such methods of sale, at market prices prevailing at
the time of sale, at prices relating to such prevailing market prices or at
negotiated prices. See "Plan of Distribution." The distribution of the
Offered Securities is not subject to any underwriting agreement. The Company
will receive no part of the proceeds of sales from the offering by the
Selling Stockholders. All expenses of registration incurred in connection
with this offering are being borne by the Company, but all selling and other
expenses incurred by the Selling Stockholders will be borne by such Selling
Stockholders. None of the securities offered pursuant to this Prospectus
have been registered prior to the filing of the Registration Statement of
which this Prospectus is a part.

The Common Stock is quoted on The Nasdaq Stock Market. The last reported
sale price of the Common Stock on April 4, 1996 was $28.75.

____________________

The date of this Prospectus is April 5, 1996

<PAGE>

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM PRONET INC., 6340 LBJ FREEWAY, DALLAS, TEXAS 75240,
ATTENTION: GENERAL COUNSEL (TELEPHONE (214) 687-2000). IN ORDER TO INSURE
TIMELY DELIVERY OF THE DOCUMENTS, POTENTIAL INVESTORS SHOULD ALLOW FIVE
BUSINESS DAYS FOR DELIVERY. SEE "INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE."

AVAILABLE INFORMATION

No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus. If given or made, such representations must not be relied
upon as having been authorized by the Company or any Selling Stockholder.
This Prospectus shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any State
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any such State.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy and information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's Regional Offices at Seven World Trade Center,
13th Floor, New York, New York 10048 and CitiCorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained by mail from the Public Reference Branch of the Commission at 450
West Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which were omitted in accordance with
the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement. Any statements
contained herein concerning the provisions of any document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of
such document so filed. Each such statement is qualified in its entirety by
such reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

(i) Annual Report on Form 10-K for the fiscal year ended December 31,
1995;

(ii) Current Report on Form 8-K filed January 16, 1996;

(iii) Current Report on Form 8-K filed April 4, 1996;

(iv) The description of the Company's Common Stock contained in Item 1
of the Registration Statement on Form 8-A dated July 15, 1987, as
amended by Form 8-A/A dated April 19, 1995; and

(v) The description of the Company's Series A Junior Participating
Preferred Stock contained in Item 1 of the Registration Statement
on Form 8-A dated April 7, 1995.

-2-
<PAGE>

All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities offered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the documents which are incorporated by reference
herein, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to Mark A. Solls, Vice President, General Counsel and Secretary,
at the Company's principal executive offices.

-3-

<PAGE>
THE COMPANY

ProNet is one of the fastest growing wireless messaging providers in the
United States. The Company focuses its activities in five geographic
regions, or communication "SuperCenters" centered around major metropolitan
markets and population corridors, which generally have the demographics,
market size, travel patterns and types of businesses that indicate
significant potential demand for the Company's products and services. The
Company is a leading provider of paging services in 14 major metropolitan
markets in the United States, including New York, Chicago, Dallas/Fort Worth,
Houston, Charlotte and Los Angeles. As of December 31, 1995, the Company had
856,302 pagers in service, which was the sixth largest subscriber base of all
publicly traded paging companies in the United States. Upon completion of the
acquisitions described herein, the Company will have approximately 1,051,000
paging subscribers.

The Company was founded in 1982 with the purpose of providing paging
services to hospitals, doctors and other healthcare providers. Prior to
January 1994, the Company provided paging services solely to the healthcare
industry. The Company is a solutions-oriented organization dedicated to
customer service which has concentrated on identifying market opportunities
in the wireless communications market where it can provide users with
enhanced wireless services. See "--Enhanced Wireless Services and Products."
By utilizing proprietary technologies to manage the under-served market of
both the in-house and wide-area paging requirements of hospitals, the Company
quickly became the premier provider of customized, enhanced wireless services
to healthcare institutions in all of its major metropolitan markets. In
1988, the Company began to apply advanced wireless technology to the security
business by marketing radio-activated electronic tracking systems to
financial institutions. As of December 31, 1995, the Company's security
systems consisted of 27,548 miniature radio transmitters, or "TracPacs," in
service.

In 1993, ProNet management recognized that the Company's operating
expertise combined with its presence in major metropolitan markets presented
an opportunity to capitalize on the growing demand for pagers among both
business users and the population at large. The Company believes that much of
the future growth in pagers in service will occur in large population centers
where demand from both business and individual subscribers will be primarily
for metropolitan and/or regional coverage. In 1994, the Company began to
market to these constituents through both direct and indirect distribution
channels and began to pursue acquisitions that complemented its existing
market presence. As a result of the Company's recent acquisition strategy, the
Company primarily provides pagers in the commercial marketplace.

The Company's strategy is to achieve rapid growth of its subscriber base
and expand service offerings while maintaining its low cost operating
structure. The Company believes that by further developing its SuperCenters,
it will continue to realize the benefits of operational consolidation while
maintaining the flexibility to react to regional market developments. Key
elements of the Company's operating strategy include:

GEOGRAPHIC CONCENTRATION. ProNet management believes that
focusing the Company's planned growth strategy around its SuperCenters
allows the Company to receive the greatest benefit for each dollar
invested and will most effectively address anticipated demand by new
paging subscribers for metropolitan and/or regional coverage. ProNet
ultimately intends to offer coverage to more than 60% of the United States
population through its SuperCenters encompassing the Northeast (anchored
by New York City), Midwest (anchored by Chicago), Southeast (anchored by
Charlotte), South Central (anchored by Houston) and West (anchored by
Los Angeles).

SELECTIVE ACQUISITIONS. The Company attributes a substantial
portion of its growth to acquisitions of commercial paging companies
in its SuperCenter regions. ProNet carefully screens and evaluates
acquisition candidates according to their synergistic qualities such as
technical and operational characteristics, frequency compatabilities,
geographic coverage and distribution capabilities within the SuperCenter
strategy. Through technical, operational and financial field teams, each
new acquisition is quickly and thoroughly integrated into the existing
SuperCenter operations to maximize cost savings and operating efficiencies.
Since January 1, 1994, the Company has completed 19 acquisitions and signed
a definitive agreement with respect to one additional acquisition that is
expected to close in 1996.

INCREASE MARKET PENETRATION. ProNet intends to become a market
leader in both its current and future markets by utilizing a variety of
existing distribution channels and by continually exploring new
channels. The Company uses its highly trained direct sales force to
target businesses, medical institutions and individual customers. The
Company also sells paging services through non-exclusive agreements with
resellers or agents and through local and regional retailers. Emphasis on
any one channel in a particular region is dictated by market
characteristics and business opportunities. Based upon industry estimates,
the Company maintained a monthly disconnect ("churn") rate significantly
below the industry average. Churn is the number of customers discontinuing
service each month as a percentage of the total subscriber base. The
Company's emphasis on customer service and system reliability is intended
to enable the Company to continue to maintain this below average monthly
churn rate and thereby further strengthen its market share within its
SuperCenters.

COST EFFICIENT PROVIDER. The Company operates efficiently through
consolidation of key operating functions in one location per SuperCenter
and through the elimination of redundant operations in acquired
companies. The Company believes that subscriber volume, automation and
shared overhead will allow each SuperCenter to be one of the most cost
efficient providers in its marketplace.

-4-

<PAGE>

ENHANCED WIRELESS SERVICES AND PRODUCTS. ProNet currently offers
a number of enhanced wireless products and services. The Company's
proprietary Intelligent Processing Terminal ("ipt") system for large
corporate accounts is a multi-tasking wide-area communications system
capable of managing a company's in-house and wide-area paging
requirements within a single system. The Company also offers value-
added paging services such as voice-mail, simultaneous group paging,
news and sports highlights, stock quotes, remote alpha entry and other
specialized marketing applications. ProNet's security systems,
consisting of TracPacs and tracking receivers, provide a wireless
solution to the specialized asset recovery needs of various governmental
agencies and business customers. The Company expects to offer
additional enhanced services and technologies as they become available.

Wireless messaging is a high growth industry. Industry sources estimate
that there are currently 34 million pagers in service in the United States, a
penetration rate of 14% of the population. The number of pagers in service
in the United States has grown at a compound annual rate of 26-29% over the
last ten years. Industry reports continue to project rapid growth for one-way
pagers and other wireless messaging services. Factors contributing to this
level of growth include (i) increasing mobility of the population, (ii)
movement toward a service-based economy, (iii) growing consumer awareness of
the benefits of mobile communications, (iv) technical advances in equipment
and services offered, and (v) continuing price efficiencies in equipment and
services offered.

Certain statements contained in this Prospectus are not based on
historical facts, but are forward-looking statements that are based upon
numerous assumptions about future conditions that could prove not to be
accurate. Actual events and results may materially differ from the
anticipated results described in such statements. The Company's ability to
achieve such results is subject to certain risks and uncertainties. Such
risks and uncertainties include, but are not limited to, the existence of
demand for and acceptance of the Company's products and services, the
availability of appropriate candidates for acquisition by the Company,
economic conditions, the impact of competition and pricing, results of
financing efforts and other factors affecting the Company's business that are
beyond the Company's control, including but not limited to the matters
described under the caption "Risk Factors."

The Company was incorporated under Delaware law in 1982. The Company's
principal executive office is located at 6340 LBJ Freeway, Dallas, Texas 75240
and its telephone number is (214) 687-2000.

-5-

<PAGE>

SUMMARY FINANCIAL AND OPERATING INFORMATION

The following table presents summary financial data for the Company as
of the dates and for the periods indicated. The financial data for the years
ended December 31, 1991, 1992, 1993, 1994 and 1995 were derived from the
audited consolidated financial statements of the Company. The following
information should be read in conjunction with the Company's pro forma
condensed consolidated financial statements and the consolidated financial
statements and related notes thereto incorporated by reference herein.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------

PRO
FORMA
1991 1992 1993 1994 1995 1995(1)
-------- -------- -------- -------- -------- ---------
(IN THOUSANDS, EXCEPT PERCENTAGE, RATIO, UNIT AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Service revenues (2)...... $ 15,084 $ 16,845 $ 19,234 $ 33,079 $ 56,108 $ 87,472
Product sales (3)......... 1,466 1,855 2,040 6,639 10,036 17,502
-------- -------- -------- -------- -------- ----------
Total revenues............ 16,550 18,700 21,274 39,718 66,144 104,974
Depreciation and
amortization expenses.... 3,748 4,077 4,656 8,574 18,662 28,208
Operating income (loss)... 1,223 1,834 2,732 3,189 (270) (1,887)
Interest expense.......... 425 310 292 1,774 8,640 16,074
Income (loss) before
extraordinary item....... 794 1,754 1,574 693 (7,697) (16,602)
Net income (loss)......... 1,312 1,754 1,574 693 (7,697) (16,602)
Net income (loss) per share
Before extraordinary item .20 .43 .40 .16 (1.23) (2.42)
Net income (loss)........ .33 .43 .40 .16 (1.23) (2.42)
OTHER DATA:
Pagers in service at
end of period............ 103,157 114,356 130,000 353,830 856,302 1,051,000
TracPacs in service at
end of period............ 13,846 19,210 25,841 27,595 27,548 27,548
Pagers in service per
employee (4)............. 570 880 1,000 1,325 1,619 1,548
ARPU-Paging (5)........... $ 10.64 $ 10.48 $ 10.23 $ 8.51 $ 6.57 $ 6.64
ARPU-TracPac (6).......... 15.00 14.75 15.90 16.52 15.90 15.90
Operating, general and
administrative costs
per paging
subscriber (7)........... 4.80 5.13 5.33 3.30 3.53 4.61
Cash flow from operating
activities (8)........... 3,493 6,720 7,144 9,821 12,298 12,939
EBITDA (9)................ 4,971 5,911 7,388 11,763 18,392 26,321
EBITDA margin (10)........ 32% 34% 36% 36% 32% 30%
Capital expenditures (11). $ 4,193 $ 5,523 $ 5,497 $ 5,777 $17,528 $20,768
Ratio of total debt to
EBITDA (12).............. -- -- -- 0.8x 5.4x 4.9x
Ratio of EBITDA to
interest expense......... 11.7 19.1 25.3 6.6 2.1 1.6
</TABLE>

-6-

<PAGE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1995
----------------------------
ACTUAL PRO FORMA (13)
------ --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.................... $ 10,154 $ 2,354
Working capital.............................. 3,242 (4,600)
Total assets................................. 186,969 236,120
Total debt................................... 99,319 129,244
Total liabilities............................ 137,413 174,451
Total shareholders' equity................... 49,556 61,669
</TABLE>

(1) Gives effect to (a) the acquisition of Contact Communications, Inc.
("Contact"), Metropolitan Houston Paging Services, Inc. ("Metropolitan"),
Apple Communication, Inc. ("Apple"), Cobbwells, Inc. dba Page One ("Page
One"), Total Communication Services, Inc. ("Total"), A.G.R. Electronics, Inc.
and affiliates ("AGR"), and Williams Metro Communications Corp. and affiliates
("Williams"), and the acquisition of the paging assets of Radio Call Company,
Inc. ("Radio Call"), the RCC division of Chicago Communication Service, Inc.
("ChiComm"), High Tech Communications Corp. ("High Tech"), Carrier Paging
Systems, Inc. ("Carrier"), Signet Paging of Charlotte, Inc. ("Signet"), All
City Communication Company, Inc. ("All City"), Americom Paging Corporation
("Americom"), Gold Coast Paging, Inc. ("Gold Coast"), Lewis Paging, Inc.
("Lewis"), Paging & Cellular of Texas, a Sole Proprietorship ("Paging &
Cellular"), Sun Paging Communications ("Sun"), and SigNet Paging of
Raleigh, Inc. ("Signet Raleigh" and, together with Contact, Metropolitan,
Apple, Page One, Total, AGR, Williams, Radio Call, ChiComm, High Tech, Carrier,
Signet, All City, Americom, Gold Coast, Lewis, Paging & Cellular and Sun,
the "Completed Acquisitions") and (b) the acquisition of Nationwide
Paging, Inc. ("Nationwide" or the "Pending Acquisition") as if they had
occurred at the beginning of the period presented. The Completed Acquisitions
and the Pending Acquisition are collectively referred to as the
"Acquisitions."

(2) Service revenues consist of fixed monthly, quarterly, annual and
bi-annual service and leasing fees.

(3) Product sales include pager and paging equipment sales and other
security systems' income.

(4) Calculated by dividing pagers in service at the end of such month
by the number of employees at the end of the period presented. This calculation
excludes employees directly related to the security systems' business.

(5) ARPU-Paging (average revenue per paging unit) is calculated by dividing
paging systems' average monthly service revenues for the last quarter in the
period by the number of pagers in service at the beginning of such months.

(6) ARPU-TracPac (average revenue per TracPac unit) is calculated by
dividing security systems' service revenues for the last month in the
period by the number of TracPacs in service at the beginning of such month.

(7) Calculated by dividing the sum of the cost of pager lease and access
fees and general and administrative expenses for the last month in the period
by the number of pagers in service at the beginning of such month.

(8) Cash flow from operating activities is derived from the statement of
cash flows and differs from EBITDA (as defined below) primarily due to
interest expense and changes in working capital.

(9) EBITDA is earnings before other income (expense), income taxes,
depreciation and amortization. Other income (expense) consists
primarily of interest expense. EBITDA does not represent operating cash flows as
defined by generally accepted accounting principles and does not necessarily
indicate that cash flows are sufficient to fund all of the Company's cash
needs. EBITDA should not be considered in isolation or as a substitute for
net income, cash from operating activities or other measures of liquidity
determined in accordance with generally accepted accounting principles.

(10) Calculated by dividing EBITDA by the remainder of total revenues less
cost of products sold for the period presented.

(11) Excludes acquisition costs.

-7-

<PAGE>

(12) Calculated by dividing total debt at the end of the period by EBITDA for
the 12 months ended on the last day of the period. Total debt includes debt
associated with the paging systems' business. Prior to March 1994, no debt
was associated with the paging systems' business.

(13) Gives effect to the acquisitions of Sun, Signet Raleigh, Page One, AGR,
Total, Williams and Nationwide as if they had occurred on December 31, 1995.

-8-

<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY BY EACH PROSPECTIVE PURCHASER OF COMMON
STOCK.

ACQUISITION AND GROWTH STRATEGY

The Company intends to continue to pursue an aggressive acquisition
strategy. Since January 1, 1994, the Company has purchased 19 paging
operations and signed a definitive agreement to purchase one additional
company, representing approximately 70,000 pagers in service. No assurances
can be given that the Pending Acquisition will be consummated, that further
suitable acquisition candidates can be found or purchased on favorable terms,
or that the Pending Acquisition, if completed, will be successful. Moreover,
there can be no assurance that the Company will be able to integrate the
paging operations of each of the acquired companies successfully. If the
Company is not successful in integrating such paging operations, the business
of the Company may be adversely affected. In addition, integration of new
acquisitions may, at least in the short term, have an adverse impact upon the
Company's operations.

Prior to 1994, the Company delivered paging services solely to members
of the healthcare industry. However, most of the Company's growth since
January 1994 has resulted from, and much of the Company's future growth is
expected to result from, the addition of non-healthcare subscribers, such as
small businesses and individual consumers, many of whom will purchase and
maintain their own pagers rather than lease their pagers from the Company.
This may tend to reduce the Company's average revenue per unit ("ARPU")
because such subscribers will not generate leasing revenues. The combined
lease and access fee of a single leased pager currently ranges from
approximately $3.00 to $25.00 per month, depending upon the type of pager and
optional features selected. The Company charges a monthly access fee for
service to each customer owned and maintained ("COAM") pager from $2.00 to
$15.00.

The following table sets forth as of December 31, 1995, 1994 and 1993
the respective numbers and percentages of pagers that are (i) serviced and
owned by the Company, (ii) serviced by the Company and owned by subscribers
and (iii) serviced by the Company through resellers and owned by the
resellers or their subscribers.

OWNERSHIP OF PAGERS IN SERVICE
-------------------------------------------------------------
DECEMBER 31,
-------------------------------------------------------------
1995(1) 1994(2) 1993
----------------- ------------------ ------------------
Number Percent Number Percent Number Percent
------ ------- ------ ------- ------ -------

<S> <C> <C> <C> <C> <C> <C>
Company owned and leased
to subscribers . . . . . . 280,339 33% 165,359 47% 106,600 82%
Subscriber owned (COAM). . . 44,418 5% 20,163 6% 23,400 18%
Retail Counters. . . . . . . 46,934 5% 1,675 0% -- --
Resellers. . . . . . . . . . 484,611 57% 166,633 47% -- --
------- ---- ------- ---- ------- ---
Total. . . . . . . . . 856,302 100% 353,830 100% 130,000 100%
======= ==== ======= ==== ======= ====
<FN>

(1) Includes approximately 373,700 pagers in service acquired in the Signet,
Carrier, Metropolitan, All City, Americom, Lewis, Gold Coast and Apple
acquisitions in 1995.

(2) Includes approximately 180,000 pagers in service acquired in the Contact,
Radio Call, ChiComm and High Tech acquisitions in 1994.

</TABLE>

See "Summary Financial and Operating Information." Marketing and providing
paging services to such businesses and consumers can vary significantly from
marketing and providing such services to healthcare subscribers. No
assurances can be given that the Company will be successful in the general
marketplace. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

HIGH DEGREE OF LEVERAGE; RESTRICTIONS IMPOSED BY LENDERS

The Company is highly leveraged. At December 31, 1995, the Company had
approximately $99.3 million of debt outstanding and the Company's long-term
debt as a percentage of total capitalization would have been 67%.

The Company's high degree of leverage will have important consequences
to the Company, including the following: (i) the ability of the Company to
obtain additional financing in the future for acquisitions, working capital,
capital expenditures or other purposes, should it need to do so, may be
impaired; (ii) a substantial portion of the Company's cash flow from
operations will be required to be dedicated to the payment of the Company's
interest expense, which will reduce the funds available to the Company for its
operations and future business opportunities; (iii) the Company may be more
highly leveraged than some of its competitors, which may place it at a
competitive disadvantage; and (iv) the Company's high degree of leverage may
make it more vulnerable to a downturn in its business or the economy
generally.

The Company's credit facility and the Indenture governing the Company's
senior subordinated notes contain financial and operating covenants
including, among other things, requirements that the Company maintain certain
financial ratios and satisfy certain financial tests and limitations on the
Company's ability to incur other indebtedness, pay dividends, engage in
transactions with affiliates, sell assets and engage in mergers and
consolidations and other acquisitions. If the Company fails to comply with
these covenants, the lenders will be able to accelerate the maturity of the
applicable indebtedness.

FUTURE PROFITABILITY

The Company was profitable in 1991, 1992, 1993 and 1994. However, due to
the incurrence of significantly greater general and administrative expenses
and depreciation, amortization and interest expenses in 1995 as a result of
the Company's recent acquisitions of commercial paging companies and the
offering of the Company's senior subordinated notes, the Company was not
profitable in 1995. Such increased expenses may continue, and, if continued,
will reduce net income and may contribute to the Company's incurrence of
losses in future periods. In any event, no assurances can be given that the
Company will achieve profitability. See "Selected Financial Data."

-9-

<PAGE>

SUBSCRIBER TURNOVER

The results of operations of paging service providers such as the
Company may be significantly affected by subscriber cancellations. In order
to realize net growth in pagers in service, disconnected users must be
replaced and additional users must be added. However, the sales and marketing
costs associated with attracting new subscribers are substantial relative to
the costs of providing service to existing customers. Although the Company's
current disconnect rate is below the industry average, the Company
anticipates that, as the number of its commercial subscribers increases, it
will experience a higher disconnect rate in the future among small
businesses, individual consumers and other non-healthcare subscribers than it
has experienced historically, primarily because commercial subscribers tend
to disconnect their paging services more frequently than do healthcare
subscribers. A significant increase in the Company's subscriber cancellation
rate may adversely affect the Company's operating results.

COMPETITION AND TECHNOLOGICAL CHANGE

The Company faces direct competition in all of its paging markets.
Competition for subscribers to the Company's paging services in most
geographic markets is based primarily on the price and quality of services
offered and the geographic area covered. Some of the Company's competitors,
which include certain national and regional paging companies and Regional
Bell Operating Companies, possess greater financial and other resources than
the Company. There can be no assurance that additional competitors will not
enter markets served by the Company or that the Company will be able to
continue to compete successfully. In addition, the telecommunications
industry is characterized by rapid technological change. Future technological
advances in the industry may result in the availability of new services or
products that could compete directly with the services and products being
provided or developed by the Company. Recent and proposed regulatory changes
by the Federal Communications Commission (the "FCC") are aimed at encouraging
such new services and products. Moreover, changes in technology could lower
the cost of competitive services and products to a level at which the
Company's services and products would become less competitive or the Company
would be required to reduce the prices of its services and products. There
can be no assurance that the Company will be able to develop or introduce new
services and products to remain competitive or that the Company will not be
adversely affected in the event of such technological developments.

GOVERNMENT REGULATION

The paging industry is subject to regulation by the FCC and, depending
on the jurisdiction, may be regulated by state regulatory agencies. There can
be no assurance that either the FCC or those state agencies having
jurisdiction over the Company's business will not adopt regulations or take
other actions that would adversely affect the business of the Company.

RELIANCE ON SELECT GROUP OF EXECUTIVES

The Company believes that its success will depend to a significant
extent on the efforts and abilities of a relatively small group of executive
personnel. The loss of services of one or more of these key executives could
adversely affect the Company. The Company does not maintain "key man" life
insurance policies on its executives. However, the Company has entered into
three-year employment agreements with Jackie R. Kimzey, the Company's Chairman
and Chief Executive Officer, and David J. Vucina, the Company's President and
Chief Operating Officer.

-10-

<PAGE>

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 April 5, 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 OF
MAXIMUM NUMBER OF COMMON STOCK OWNED
NAME OF SELLING HOLDER AND RELATIONSHIP TO SHARES OWNED PRIOR TO SHARES WHICH MAY BE AFTER THE OFFERING (1)
COMPANY OFFERING SOLD HEREUNDER AMOUNT - %
- ------------------------------------------ --------------------- ------------------- ------------------------
<S> <C> <C> <C>
Chicago Communication Service, Inc. 44,166 44,166 --
All City Communication Company, Inc. (2) -- -- --
Carrier Paging Systems, Inc. 144,994 144,994 --
Signet Paging of Charlotte, Inc. 171,509 171,509 --
Americom Paging Corporation (2) -- -- --
SigNet Paging of Raleigh, Inc. 109,091 109,091 --
Sam Zarcone 129,211 129,211 --
Jill DiFoggio 43,071 43,071 --
Frank K. Spain and Mary Jane Spain 47,797 47,797 --
Michael S. Matakaetis 24,636 24,636 --
Kenneth Fisher (2) -- -- --
Lewis Paging, Inc. (2) -- -- --
Michael J. Frawley (2) -- -- --
James H. Cobb, III (2) -- -- --
Warren K. Wells (2) -- -- --

<FN>
- --------------------
(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 to be held by such Selling Stockholder will be acquired by such Selling
Stockholder in connection with the sale of its paging business to the Company. The number of shares
to be issued in connection with such sales is subject to adjustment in certain circumstances and
such shares may also be subject to certain rights to indemnification on the part of the Company. As
a result, it is not possible to determine the number of such shares that ultimately will be
available for sale hereunder.

</TABLE>

The Company will pay the expenses of registering the shares of Common
Stock being sold hereunder which are estimated to be approximately $67,000.

-11-

<PAGE>
PLAN OF DISTRIBUTION

The Offered Securities were issued to the Selling Stockholders in
connection with the acquisition by the Company of the various paging
businesses of the Selling Stockholders in a series of separate transactions.
The Offered Securities may be sold from time to time by the Selling
Stockholders. The Selling Stockholders may from time to time sell all or a
portion of the Offered Securities in transactions on The Nasdaq Stock Market,
in the over-the-counter market, in negotiated transactions, or a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices;
provided that such transactions will not include an underwritten public
offering. The Offered Securities may be sold directly or through
broker-dealers. If shares of Common Stock are sold through broker-dealers,
the Selling Stockholders may pay brokerage commissions and charges. The
methods by which the Offered Securities may be sold include (a) a block trade
(which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its own
account pursuant to this Prospectus; (c) exchange distributions and/or
secondary distributions in accordance with the rules of The Nasdaq Stock
Market; (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (e) privately negotiated transactions.

Pursuant to the provisions of various Registration Rights Agreements
entered into by and between the Company and each of the Selling Stockholders,
the Selling Stockholders will pay their costs and expenses of selling the
shares of Common Stock offered hereunder, including commissions and discounts
of brokers, dealers, or agents, and the Company has agreed to pay the costs
and expenses incident to its registration and qualification of the Common
Stock offered hereby, including registration and filing fees. In addition,
the Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities arising under the Securities Act.

The Selling Stockholders and any broker-dealer participating in the
distribution of the Offered Securities may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit and any commissions
paid or any discounts or concessions allowed to any such broker-dealer may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of shares of Common Stock against certain
liabilities, including liabilities under the Securities Act.

There can be no assurances that the Selling Stockholders will sell any
or all of the shares of Common Stock offered by them hereunder.

VALIDITY OF SECURITIES

The validity of the shares of Common Stock will be passed upon by Vinson
& Elkins L.L.P., Dallas, Texas.

-12-

<PAGE>

EXPERTS

The consolidated financial statements of ProNet Inc. for the three years
ended December 31, 1995, appearing in ProNet Inc.'s Annual Report on Form
10-K have been audited by Ernst & Young LLP, independent auditors, as
indicated in their report thereon included therein. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting
and auditing.

The financial statements of Paging and Cellular of Texas (a sole
proprietorship) and Sun Paging Communications appearing in one of the
documents incorporated herein by reference to the extent and for the periods
indicated in their reports have been audited by KPMG Peat Marwick LLP,
independent auditors, as indicated in their reports incorporated by
reference herein in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.

The financial statements of Apple Communication, Inc., SigNet Paging of
Raleigh, Inc., and Cobbwells, Inc. dba Page One Messaging Services appearing
in one of the documents incorporated herein by reference to the extent and
for the periods indicated in their reports have been audited by Ernst & Young
LLP, independent auditors as indicated in their reports thereon included
therein. Such financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.

-13-

<PAGE>

===================================
No dealer, salesman or other
person has been authorized to give
any information or to make any
representations other than those
contained in this Prospectus in
connection with the offer made by
this Prospectus and, if given or
made, such information or
representations must not be relied
upon as having been authorized by
the Company, by any selling
stockholder or underwriter. Neither
the delivery of this Prospectus nor
any sale made hereunder shall under
any circumstances create an
implication that there has been no
change in the affairs of the Company
since the date hereof. This
Prospectus does not constitute an
offer or solicitation by anyone in
any state in which such offer or
solicitation is not authorized or in
which the person making such offer
or solicitation is not qualified to
do so to anyone to whom it is
unlawful to make such offer or
solicitation

_____________________

TABLE OF CONTENTS

PAGE
----
Available Information. . . 2
Incorporation of Certain
Information by Reference. 2
The Company. . . . . . . . 4
Summary Financial and
Operating Information . . 8

Risk Factors . . . . . . . 9
Selling Stockholders . . . 11
Plan of Distribution . . . 12
Validity of Securities . . 12
Experts. . . . . . . . . . 13

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

PRONET INC.

2,000,000 Shares
of Common Stock

____________

Prospectus
____________

April 5, 1996

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

<PAGE>

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses, all of which will be paid by the Registrant, in
connection with the registration of Common Stock offered hereby, other than
commissions, are as follows:

<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . $15,131.03
NASD Filing Fee. . . . . . . . . . . 5,000.00
Printing and Engraving Expenses* . . 10,000.00
Legal Fees and Expenses* . . . . . . 20,000.00
Accounting Fees and Expenses*. . . . 15,000.00
"Blue Sky" Fees and Expenses*. . . . 1,000.00
Transfer Agent and Registrar Fees* . --
Miscelleaneous*. . . . . . . . . . . 1,000.00
----------
Total* . . . . . . . . . . . . . . $67,131.03
----------
----------
</TABLE>
_____________
* Estimate

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Six of the Restated Certificate of Incorporation of the
Registrant provides that the Registrant shall indemnify its directors and
officers to the maximum extent allowed by the Delaware General Corporation
Law. Pursuant to Section 145 of the Delaware General Corporation Law, the
Registrant generally has the power to indemnify its present and former
directors and officers against expenses and liabilities incurred by them in
connection with any suit to which they are, or are threatened to be made, a
party by reason of their serving in those positions so long as they acted in
good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the Registrant, and with respect to any criminal
action, so long as they had no reasonable cause to believe their conduct was
unlawful. With respect to suits by or in the right of the Registrant,
however, indemnification is generally limited to attorneys' fees and other
expenses and is not available if the person is adjudged to be liable to the
Registrant, unless the court determines that indemnification is appropriate.
The statute expressly provides that the power to indemnify authorized thereby
is not exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The Registrant also
has the power to purchase and maintain insurance for its directors and
officers and has recently obtained such insurance.

The preceding discussion of the Registrant's Restated Certificate of
Incorporation and Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is qualified in its entirety by the Restated
Certificate of Incorporation and Section 145 of the Delaware General
Corporation Law.

The Registrant has entered into indemnity agreements with the
Registrant's directors and officers. Pursuant to such agreements, the
Registrant will, to the extent permitted by applicable law, indemnify such
persons against all expenses, judgments, fines and penalties incurred in
connection with the defense or settlement of any actions brought against them
by reason of the fact that they were directors or officers of the Registrant
or assumed certain responsibilities at the direction of the Registrant.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
3.1 -- Restated Certificate of Incorporation dated July 31, 1987
(filed as an exhibit to the Registrant'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 Registrant'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 Registrant's Current Report on Form 8-K,
dated July 5, 1995, and incorporated herein by
reference).

3.4 -- Restated Bylaws of the Registrant, as amended (filed as an
exhibit to the Registrant'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
Registrant and First Interstate Bank of Texas, N.A.,
as Trustee (filed as an exhibit to the Registrant'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 Registrant, Lehman Brothers, Inc.,
Alex. Brown & Sons Incorporated and PaineWebber
Incorporated (filed as an exhibit to the Registrant'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 Registrant and Chemical Shareholder
Services Group, Inc., as Rights Agent, specifying
the terms of the rights to purchase the Registrant's
Series A Junior Participating Preferred Stock, and
the exhibits thereto (filed as an exhibit to the
Registrant's Registration Statement on Form 8-A dated
April 7, 1995, and incorporated herein by reference).

II-1
<PAGE>

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
5.1 -- Opinion of Vinson & Elkins L.L.P.*

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 September 24, 1993, by and between the
Registrant and Contact Communications, Inc. (filed as an exhibit to
the Registrant'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 Registrant and Contact Communications,
Inc. (filed as an exhibit to the Registrant'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 Registrant and Contact Communications, Inc.
(filed as an exhibit to the Registrant'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 Registrant and Contact Communications, Inc.
(filed as an exhibit to the Registrant'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).

II-2

<PAGE>

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
10.12 -- Stock Purchase Agreement dated April 20, 1994, regarding the
acquisition of the outstanding capital stock of Metropolitan Houston
Paging Services, Inc., ("Metro Houston") by and among Contact
Communications Inc., Metro Houston and the shareholders of Metro
Houston (filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1995, and
incorporated herein by reference).
10.13 -- Form of PS-58 Split Dollar Agreement between the Registrant and each
of its executive officers (filed as an exhibit to the Registrant's
Registration Statement on Form S-2 (File No. 33-85696) filed with
the Commission on October 28, 1994, and incorporated herein by
reference).

10.14 -- Employment Agreement dated May 18, 1994, by and between the
Registrant and Jackie R. Kimzey (filed as an exhibit to the
Registrant'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
Registrant and David J. Vucina (filed as an exhibit to the
Registrant'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
Registrant and Bo Bernard (filed as an exhibit to the Registrant'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
Registrant and Jan E. Gaulding (filed as an exhibit to the
Registrant'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
Registrant and Jeffery Owens (filed as an exhibit to the Registrant'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 Registrant and Mark A. Solls (filed as an exhibit to the
Registrant'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 Registrant, Gregory W. Hadley,
Mo Shebaclo and American 900 Paging, Inc. dba Americom Paging
Corporation (filed as an exhibit to the Registrant'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 Registrant, The First National Bank of Chicago, as Agent,
and the Lenders party thereto (filed as an exhibit to the
Registrant'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 Registrant, The First National Bank of Chicago, as Agent,
and the Lenders party thereto (filed as an exhibit to the
Registrant's Registration Statement on Form S-4 (File No. 33-60925)
filed July 7, 1995, and incorporated herein by reference).

II-3

<PAGE>

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------

10.23 -- Office Lease Agreement by and between the Registrant and
Carter-Crowley Properties, Inc., as Landlord (filed as an exhibit
to the Registrant's Current Report on Form 8-K, dated July 5, 1995,
and incorporated herein by reference).
10.24 -- Stock Purchase Agreement dated October 26, 1995, regarding the
acquisition of all of the outstanding capital stock of Apple
Communication, Inc., by and among CCI, Apple Communication, Inc.,
and Salvatore Zarcone and Jill DiFoggio (filed as an exhibit to the
Company's Current Report on 8-K, dated January 16, 1996,
incorporated herein by reference).
10.25 -- Stock Purchase Agreement dated November 22, 1995, regarding the
acquisition of all of the outstanding capital stock of Cobbwells,
Inc. d/b/a Page One, by and among the Company, CCI, Cobbwells, Inc.
d/b/a Page One, James H. Cobb, III and Warren K. Wells (filed as an
exhibit to the Company's Current Report on 8-K, dated January 16,
1996, and incorporated herein by reference).
10.26 -- 1995 Long-Term Incentive Plan of the Company (filed as an exhibit
to the Company's Proxy Statement filed April 24, 1995, and
incorporated herein by reference).
21.1 -- Subsidiaries of the Registrant (filed as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994, and incorporated herein by reference).
23.1 -- Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).
23.2 -- Consent of Ernst & Young LLP, Independent Auditors.
23.3 -- Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.4 -- Consent of KPMG Peat Marwick LLP, Independent Auditors.
24.1 -- Powers of Attorney (set forth on signature page).

- ---------------
* Previously filed.

II-4

<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

(ii) To include any prospectus required in Section 10(a) (3) of
the Securities Act of 1933, as amended (the "Securities
Act");

(iii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;

(iv) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

II-5

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Amendment to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on April 4, 1996.

PRONET INC.

By: /s/ Jan E. Gaulding
---------------------------------
Jan E. Gaulding
Senior Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to Registration Statement has been signed by the
following persons in the capacities indicated on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- -----
<S> <C> <C>
/s/ Jackie R. Kimzey* Chairman, Chief Executive April 4, 1996
- ------------------------------- Officer and Director
Jackie R. Kimzey (Principal Executive Officer)

/s/ David J. Vucina* President, Chief Operating April 4, 1996
- ------------------------------- Officer and Director
David J. Vucina

/s/ Jan E. Gaulding Senior Vice President, April 4, 1996
- ------------------------------- and Chief Financial Officer
Jan E. Gaulding (Principal Financial and
Accounting Officer)

/s/ Thomas V. Bruns* Director April 4, 1996
- -------------------------------
Thomas V. Bruns

/s/ Harvey B. Cash* Director April 4, 1996
- -------------------------------
Harvey B. Cash

/s/ Edward E. Jungerman* Director April 4, 1996
- -------------------------------
Edward E. Jungerman

/s/ Mark C. Masur* Director April 4, 1996
- -------------------------------
Mark C. Masur

*By /s/ Jan E. Gaulding
----------------------------
Jan E. Gaulding
Attorney-in-Fact
</TABLE>

<PAGE>

EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS PAGE NO.
------ ----------------------- --------
3.1 -- Restated Certificate of Incorporation dated July 31, 1987
(filed as an exhibit to the Registrant'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 Registrant'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 Registrant's Current Report on Form 8-K,
dated July 5, 1995, and incorporated herein by
reference).

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

<PAGE>

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS PAGE NO.
------ ----------------------- --------
10.12 -- Stock Purchase Agreement dated April 20, 1994, regarding the
acquisition of the outstanding capital stock of Metropolitan Houston
Paging Services, Inc., ("Metro Houston") by and among Contact
Communications Inc., Metro Houston and the shareholders of Metro
Houston (filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1995, and
incorporated herein by reference).
10.13 -- Form of PS-58 Split Dollar Agreement between the Registrant and each
of its executive officers (filed as an exhibit to the Registrant's
Registration Statement on Form S-2 (File No. 33-85696) filed with
the Commission on October 28, 1994, and incorporated herein by
reference).

<PAGE>

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS PAGE NO.
------ ----------------------- --------

- ---------------
* Previously filed.

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the caption "Experts" in the
Post-Effective Amendment No. 1 to the Registration Statement (Form S-3,
No. 33-61279) and related Prospectus of ProNet Inc. for the registration of
2,000,000 shares of its common stock and to the incorporation by reference
therein of our reports (a) dated February 5, 1996, with respect to the
consolidated financial statements and schedule of ProNet Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, and (b) with
respect to the financial statements of companies to be acquired as follows:

<TABLE>
<CAPTION>
WITH RESPECT TO YEAR ENDED REPORT DATE
- --------------------------------------------- ----------------------- -----------------------
<S> <C> <C>
Apple Communications, Inc. December 31, 1994 August 4, 1995
SigNet of Raleigh, Inc. December 31, 1994 August 9, 1995
Cobbwells, Inc. d/b/a Page One
Messaging Services December 31, 1994 August 24, 1995

</TABLE>

all such statements are included in ProNet Inc.'s Current Report on Form 8-K
dated January 16, 1996, and all filed with the Securities and Exchange
Commission.

Ernst & Young LLP

April 3, 1996
Dallas, Texas

<PAGE>

EXHIBIT 23.3

The Board of Directors
Paging and Cellular of Texas:

We consent to the incorporation by reference in the registration statement
(No. 33-61279) on Form S-3 of ProNet Inc. of our report dated September 8,
1995, with respect to the balance sheet of Paging and Cellular of Texas as
of December 31, 1994 and the related statement of operations, stockholder's
equity and cash flows for the year then ended, which report appears in the
Form 8-K of ProNet Inc. dated January 16, 1996.

/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG Peat Marwick LLP

Houston, Texas
April 3, 1996

<PAGE>

EXHIBIT 23.4

INDEPENDENT AUDITORS CONSENT

The Partners
Sun Paging Communications:

We consent to the incorporation by reference in the registration statement
(No. 33-61279) on Form S-3 of ProNet Inc. of our report dated May 24 1995,
except for note 5 which was as of July 26, 1995, with respect to the balance
sheet of Sun Paging Communications (a Joint Venture) as of December 31, 1994
and 1993, and the related statement of operations, partners' equity, and cash
flows for the year ended December 31, 1994 and the period August 6, 1993
(inception) to December 31, 1993, which report appears in the Form 8-K of
ProNet Inc. dated January 16, 1996.

/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG Peat Marwick LLP

Des Moines, Iowa
April 3, 1996