<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
AND RULE 424(c)
REGISTRATION NO. 333-3356
PITTENCRIEFF COMMUNICATIONS, INC.
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED APRIL 19, 1996
(AS SUPPLEMENTED BY PROSPECTUS SUPPLEMENT NO. 1
DATED MAY 30, 1996)
On June 4, 1996, 197,000 of the shares of PCI Common Stock held by
Trustees Philanthropic Fund were sold in open market transactions pursuant to
delivery of the Prospectus, as supplemented. On June 13, 1996, 303,000 of the
shares of PCI Common Stock held by Trustees Philanthropic Fund were
transferred to National Financial Services Corporation, a subsidiary of FMR,
in a private transaction.
The table under the caption "Selling Stockholders" is revised to
reflect these transfers by deleting the entry for Trustees Philanthropic
Fund and replacing it with the following:
<TABLE>
<CAPTION>
Shares of PCI Common Stock
AMI Seller Number Percentage
---------- ---------------------------
<S> <C> <C>
National Financial Services
Corporation......................... 303,000 1.2%
</TABLE>
In clause (iii) under the caption "Incorporation of Certain Documents
by Reference," "October 18, 1996" is corrected to read "October 18, 1995".
All initially capitalized terms used herein shall have the same meaning
as specified in the Prospectus (as supplemented to date).
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 14, 1996
