PAGING PARTNERS CORP
10-C, 1996-05-15
RADIOTELEPHONE COMMUNICATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                              OR 15d-17 THEREUNDER

                           PAGING PARTNERS CORPORATION
             (Exact name of registrant as specified in its charter)

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

                                 (908) 409-7088
                (Issuer's telephone number, including area code)

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


                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the number
shares outstanding:

1. Title of security:                                Common Stock, 
                                                     par value .01 per share

2. Number of shares outstanding before the change:   4,800,000

3. Number of shares outstanding after the change:    5,657,143

4. Effective date of change:                         May 10, 1996

5. Method of change:                                 Sale of Common Stock

Give brief description of transaction:

     Pursuant to a Common Stock Purchase Agreement, dated May 7, 1996, the
     issuer sold and issued 857,143 shares of its Common Stock, at a price of
     $1.75 per share, to various purchasers. The transaction closed on May 10,
     1996.


                                        PAGING PARTNERS CORPORATION


Dated: May 15, 1996                     By:    /s/ Jeffrey M. Bachrach
                                           ---------------------------------
                                               Jeffrey Bachrach
                                               Chief Accounting Officer




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