content: <PAGE>   1
       As filed with the Securities and Exchange Commission on July 29, 1996
  
                                              Registration No. 333-_______________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              PAGEMART WIRELESS, INC.
               (Exact name of registrant as specified in its charter)
  
              Delaware                                      75-2575229
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)              
                                               
   6688 N. Central Expressway, Suite 800       
                Dallas, Texas                               75206
   (Address of principal executive offices)               (zip code)
  
  
                PAGEMART WIRELESS, INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                               Todd A. Bergwall, Esq.
                          Corporate Counsel and Secretary
                       6688 N. Central Expressway, Suite 800
                                Dallas, Texas  75206
                      (Name and address of agent for service)
  
                                   (214) 750-5809
           (Telephone number, including area code, of agent for service)
  
                                     Copies to:
                           Robert E. Crawford, Jr., Esq.
                          Winstead Sechrest & Minick P.C.
                      1201 Elm Street, 5400 Renaissance Tower
                                Dallas, Texas  75270
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  - -----------------------------------------------------------------------------------------------------------
                                                              Proposed           Proposed
               Title of                     Amount             Maximum           Maximum           Amount of
              Securities                    to be          Offering Price       Aggregate        Registration
           to be Registered               Registered        Per Share(1)    Offering Price(1)       Fee(2)
  - -----------------------------------------------------------------------------------------------------------
  <S>                                     <C>                  <C>              <C>                <C>
  Class A Convertible Common Stock,
  $0.0001 par value per share             500,000 shares       $10.375          $5,187,500         $1,788.81
  - -----------------------------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1)      Estimated solely for the purpose of calculating the registration fee.
  
  (2)      Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
           registration fee has been calculated based on the average of the high
           and low prices of the Class A Convertible Common Stock (the "Common
           Stock") of the Registrant on the NASDAQ National Market System on July
           24, 1996.
  <PAGE>   2
                                      PART I.
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  - ---------------
  
  *        Information required in Part I of Form S-8 to be contained in a
           prospectus meeting the requirements of Section 10(a) of the Securities
           Act of 1933, as amended (the "Securities Act") is omitted from this
           Registration Statement in accordance with Rule 428 under the
           Securities Act and the Note to Part I of Form S-8.
  
  
  
  
  
                                        I-1
  <PAGE>   3
                                      PART II.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Registrant hereby incorporates by reference into this Registration
  Statement the reports and prospectus listed below (which include all reports
  filed by the Registrant with the Securities and Exchange Commission (the
  "Commission") pursuant to Sections 13(a) or 15(d) of the Securities Exchange
  Act of 1934, as amended (the "Exchange Act") since December 31, 1995.
  
                         Reports Incorporated by Reference
  
           (a)     The prospectus dated June 13, 1996, filed with the Commission
                   by the Registrant on June 14, 1996 pursuant to Rule 424(b)
                   under the Securities Act in connection with the registration
                   of 6,000,000 shares of Common Stock pursuant to that certain
                   registration statement on Form S-1 under the Securities Act
                   (Registration No. 333-03012);
  
           (b)     The Registrant's Annual Report on Form 10-K, for the fiscal
                   year ended December 31, 1995;
  
           (c)     The Registrant's Quarterly Report on Form 10-Q, for the fiscal
                   quarter ended March 31, 1996; and
  
           (d)     The description of the Common Stock contained in the
                   Registrant's registration statement on Form 8-A under the
                   Exchange Act (Registration No. 0-28196) filed by the
                   Registrant with the Commission, including any amendments or
                   reports filed for the purpose of updating such description,
                   which was declared effective on June 13, 1996.
  
           In addition, all documents filed by the Registrant subsequent to the
  date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
  but prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of the filing of
  such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not required.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
  
  
  
  
                                        II-1
  <PAGE>   4
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the General Corporation Law of the State of Delaware
  permits the Registrant, subject to the standards set forth therein, to
  indemnify any person in connection with any action, suit or proceeding brought
  or threatened by reason of the fact that such person is or was a director,
  officer, employee or agent of the Registrant or is or was serving as such with
  respect to another corporation or entity at the request of the Registrant.
  Article IX, Section B of the Registrant's Restated Certificate of Incorporation
  provides for full indemnification of its officers, directors, employees and
  agents to the extent permitted by Section 145.
  
       The Registrant provides insurance from commercial carriers against
  certain liabilities incurred by the directors and officers of the Registrant.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       The following exhibits are furnished pursuant to Item 601 of Regulation 
  S-K:
  
  Exhibit Number and Description
  
  (4)  Instruments defining the rights of securityholders,
       including debentures
  
       4.1    PageMart Wireless, Inc. Employee Stock
              Purchase Plan
  
  (5)  Opinion regarding legality
  
        5.1   Opinion of Winstead
              Sechrest & Minick P.C.
  
  (23)        Consents of experts and counsel
  
       23.1   Consent of Arthur Andersen LLP
  
       23.2   Consent of Winstead
              Sechrest & Minick P.C.
              (included in Exhibit 5.1)
  
  
  
  
  
                                        II-2
  <PAGE>   5
  (24) Power of attorney
  
       24.1   Power of Attorney
              (included on Page II-5)
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)      The Registrant hereby undertakes:
  
           (1)     to file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:
  
                   (i)      to include any prospectus required by Section
                            10(a)(3) of the Securities Act;
  
                   (ii)     to reflect in the prospectus any facts or events
                            arising after the effective date of this Registration
                            Statement (or the most recent post-effective
                            amendment hereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in this Registration Statement;
  
                   (iii)    to include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change to
                            such information in this Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in this 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.
  
           The Registrant hereby undertakes 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 (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement
  
  
  
  
  
                                        II-3
  <PAGE>   6
  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 foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the 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-4
  <PAGE>   7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of New York, State of New York, on July 26, 1996.
  
                                          PAGEMART WIRELESS, INC.
                                                                                  
  
                                          By: /s/ JOHN D. BELETIC
                                             -------------------------------------
                                             John D. Beletic, Chairman, 
                                             President and Chief
                                             Executive Officer
  
  
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints John D. Beletic and G. Clay Myers, or either of them, his true and
  lawful attorney-in-fact and agent, with full power of substitution and
  resubstitution, for him and on his behalf and in his name, place and stead, in
  any and all capacities, to sign, execute and file any and all documents
  relating to this Registration Statement, including any and all amendments,
  post-effective amendments, abbreviated registration statements pursuant to Rule
  462 under the Securities Act, exhibits and supplements thereto, with the
  Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
  and agents, and each of them, full power and authority to do and perform each
  and every act and thing requisite and necessary to be done, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them, or their
  or his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
  
  
  
  
                                        II-5
  <PAGE>   8
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
   Signature and Title                                         Date
   -------------------                                         ----
   <S>                                                     <C>
                                                        
                                                 
    /s/ JOHN D. BELETIC                                    July 26, 1996
   -------------------------------------                      
   John D. Beletic                               
   Chairman, President, and                      
   Chief Executive Officer                       
   (Principal Executive Officer)                 
                                                 
                                                 
                                                 
    /s/ G. CLAY MYERS                                      July 26, 1996
   -------------------------------------                      
   G. Clay Myers                                 
   Vice President, Finance,                      
   Chief Financial Officer and Treasurer         
   (Principal Financial and Accounting  
   Officer)                             
                                                 
                                                 
                                                 
    /s/ FRANK V. SICA                                      July 26, 1996
   -------------------------------------                      
   Frank V. Sica                                 
   Director                                      
                                                 
                                                 
                                                 
                                                 
    /s/ GUY L. DE CHAZAL                                   July 26, 1996
   -------------------------------------                      
   Guy L. de Chazal                              
   Director                                      
                                                 
                                                 
                                                 
    /s/ ARTHUR PATTERSON                                   July 26, 1996
   ------------------------------------- 
   Arthur Patterson                     
   Director                             
  
  </TABLE>
  
  
  
  
                                        II-6
  <PAGE>   9
  <TABLE>
   <S>                                                     <C>
                                                           July ___, 1996
   -------------------------------------
   Andrew C. Cooper                               
   Director                                       
                                                  
                                                  
                                                  
                                                  
                                                           July ___, 1996
   -------------------------------------
   Roger D. Linquist         
   Director                  
                             
                             
                             
     /s/ LEIGH J. ABRAMSON                                 July 26, 1996
   -------------------------------------
   Leigh J. Abramson         
   Director                  
                             
                             
                             
                             
     /s/ ALEJANDRO PEREZ ELIZONDO                          July 26, 1996
   -------------------------------------
   Alejandro Perez Elizondo  
   Director                  
                             
                             
                             
                             
     /s/ PAMELA D. A. REEVE                                July 26, 1996
   -------------------------------------
   Pamela D. A. Reeve        
   Director                  
  </TABLE>                   
                             
                             
  
  
  
                                        II-7
  <PAGE>   10
                                 INDEX TO EXHIBITS
  
  
  
  
  Exhibit Number and Description
  
  (4)  Instruments defining the rights of securityholders,
       including debentures
  
       4.1    PageMart Wireless, Inc. Employee Stock
              Purchase Plan
  
  (5)  Opinion regarding legality
  
        5.1   Opinion of Winstead
              Sechrest & Minick P.C.
  
  (23) Consents of experts and counsel
  
       23.1   Consent of Arthur Andersen LLP
  
       23.2   Consent of Winstead
              Sechrest & Minick P.C.
              (included in Exhibit 5.1)
  
  (24) Power of attorney
  
       24.1   Power of Attorney
              (included on Page II-5)
  
  
  
  
  
                                        II-8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18977}]
metadata_filer: {"company-data": {"conformed-name": "PAGEMART WIRELESS INC", "cik": "0000947268", "assigned-sic": "4812", "irs-number": "752575229", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09083", "film-number": "96600475"}, "business-address": {"street1": "6688 N CENTRAL EXPRESSWAY", "street2": "STE 800", "city": "DALLAS", "state": "TX", "zip": "75206", "phone": "2147505809"}, "mail-address": {"street1": "6688 NORTH CENTRAL EXPRESSWAY", "street2": "STE 800", "city": "DALLAS", "state": "TX", "zip": "75206"}, "former-company": {"former-conformed-name": "PAGEMART NATIONWIDE INC /DE", "date-changed": "19950627"}}
text: 1
       As filed with the Securities and Exchange Commission on July 29, 1996
  
                                              Registration No. 333-_______________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              PAGEMART WIRELESS, INC.
               (Exact name of registrant as specified in its charter)
  
              Delaware                                      75-2575229
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)              
                                               
   6688 N. Central Expressway, Suite 800       
                Dallas, Texas                               75206
   (Address of principal executive offices)               (zip code)
  
                PAGEMART WIRELESS, INC. EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                               Todd A. Bergwall, Esq.
                          Corporate Counsel and Secretary
                       6688 N. Central Expressway, Suite 800
                                Dallas, Texas  75206
                      (Name and address of agent for service)
  
                                   (214) 750-5809
           (Telephone number, including area code, of agent for service)
  
                                     Copies to:
                           Robert E. Crawford, Jr., Esq.
                          Winstead Sechrest & Minick P.C.
                      1201 Elm Street, 5400 Renaissance Tower
                                Dallas, Texas  75270
  
                          CALCULATION OF REGISTRATION FEE
  - -----------------------------------------------------------------------------------------------------------
                                                              Proposed           Proposed
               Title of                     Amount             Maximum           Maximum           Amount of
              Securities                    to be          Offering Price       Aggregate        Registration
           to be Registered               Registered        Per Share(1)    Offering Price(1)       Fee(2)
  - -----------------------------------------------------------------------------------------------------------
  Class A Convertible Common Stock,
  $0.0001 par value per share             500,000 shares       $10.375          $5,187,500         $1,788.81
  - -----------------------------------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of calculating the registration fee.
  
  (2)      Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
           registration fee has been calculated based on the average of the high
           and low prices of the Class A Convertible Common Stock (the "Common
           Stock") of the Registrant on the NASDAQ National Market System on July
           24, 1996.
  2
                                      PART I.
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  - ---------------
  
  *        Information required in Part I of Form S-8 to be contained in a
           prospectus meeting the requirements of Section 10(a) of the Securities
           Act of 1933, as amended (the "Securities Act") is omitted from this
           Registration Statement in accordance with Rule 428 under the
           Securities Act and the Note to Part I of Form S-8.
  
                                        I-1
  3
                                      PART II.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The Registrant hereby incorporates by reference into this Registration
  Statement the reports and prospectus listed below (which include all reports
  filed by the Registrant with the Securities and Exchange Commission (the
  "Commission") pursuant to Sections 13(a) or 15(d) of the Securities Exchange
  Act of 1934, as amended (the "Exchange Act") since December 31, 1995.
  
                         Reports Incorporated by Reference
  
           (a)     The prospectus dated June 13, 1996, filed with the Commission
                   by the Registrant on June 14, 1996 pursuant to Rule 424(b)
                   under the Securities Act in connection with the registration
                   of 6,000,000 shares of Common Stock pursuant to that certain
                   registration statement on Form S-1 under the Securities Act
                   (Registration No. 333-03012);
  
           (b)     The Registrant's Annual Report on Form 10-K, for the fiscal
                   year ended December 31, 1995;
  
           (c)     The Registrant's Quarterly Report on Form 10-Q, for the fiscal
                   quarter ended March 31, 1996; and
  
           (d)     The description of the Common Stock contained in the
                   Registrant's registration statement on Form 8-A under the
                   Exchange Act (Registration No. 0-28196) filed by the
                   Registrant with the Commission, including any amendments or
                   reports filed for the purpose of updating such description,
                   which was declared effective on June 13, 1996.
  
           In addition, all documents filed by the Registrant subsequent to the
  date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
  but prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of the filing of
  such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
       Not required.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not applicable.
  
                                        II-1
  4
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the General Corporation Law of the State of Delaware
  permits the Registrant, subject to the standards set forth therein, to
  indemnify any person in connection with any action, suit or proceeding brought
  or threatened by reason of the fact that such person is or was a director,
  officer, employee or agent of the Registrant or is or was serving as such with
  respect to another corporation or entity at the request of the Registrant.
  Article IX, Section B of the Registrant's Restated Certificate of Incorporation
  provides for full indemnification of its officers, directors, employees and
  agents to the extent permitted by Section 145.
  
       The Registrant provides insurance from commercial carriers against
  certain liabilities incurred by the directors and officers of the Registrant.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  ITEM 8.  EXHIBITS.
  
       The following exhibits are furnished pursuant to Item 601 of Regulation 
  S-K:
  
  Exhibit Number and Description
  
  (4)  Instruments defining the rights of securityholders,
       including debentures
  
       4.1    PageMart Wireless, Inc. Employee Stock
              Purchase Plan
  
  (5)  Opinion regarding legality
  
        5.1   Opinion of Winstead
              Sechrest & Minick P.C.
  
  (23)        Consents of experts and counsel
  
       23.1   Consent of Arthur Andersen LLP
  
       23.2   Consent of Winstead
              Sechrest & Minick P.C.
              (included in Exhibit 5.1)
  
                                        II-2
  5
  (24) Power of attorney
  
       24.1   Power of Attorney
              (included on Page II-5)
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)      The Registrant hereby undertakes:
  
           (1)     to file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:
  
                   (i)      to include any prospectus required by Section
                            10(a)(3) of the Securities Act;
  
                   (ii)     to reflect in the prospectus any facts or events
                            arising after the effective date of this Registration
                            Statement (or the most recent post-effective
                            amendment hereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in this Registration Statement;
  
                   (iii)    to include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change to
                            such information in this Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in this 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.
  
           The Registrant hereby undertakes 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 (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to Section 15(d) of the Exchange Act) that is incorporated by
  reference in this Registration Statement shall be deemed to be a new
  registration statement
  
                                        II-3
  6
  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 foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the 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-4
  7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of New York, State of New York, on July 26, 1996.
  
                                          PAGEMART WIRELESS, INC.
                                                                                  
  
                                          By: /s/ JOHN D. BELETIC
                                             -------------------------------------
                                             John D. Beletic, Chairman, 
                                             President and Chief
                                             Executive Officer
  
                                 POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints John D. Beletic and G. Clay Myers, or either of them, his true and
  lawful attorney-in-fact and agent, with full power of substitution and
  resubstitution, for him and on his behalf and in his name, place and stead, in
  any and all capacities, to sign, execute and file any and all documents
  relating to this Registration Statement, including any and all amendments,
  post-effective amendments, abbreviated registration statements pursuant to Rule
  462 under the Securities Act, exhibits and supplements thereto, with the
  Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
  and agents, and each of them, full power and authority to do and perform each
  and every act and thing requisite and necessary to be done, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents or any of them, or their
  or his substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
                                        II-5
  8
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature and Title                                         Date
   -------------------                                         ----
  /s/ JOHN D. BELETIC                                    July 26, 1996
   -------------------------------------                      
   John D. Beletic                               
   Chairman, President, and                      
   Chief Executive Officer                       
   (Principal Executive Officer)                 
                                                 
                                                 
                                                 
    /s/ G. CLAY MYERS                                      July 26, 1996
   -------------------------------------                      
   G. Clay Myers                                 
   Vice President, Finance,                      
   Chief Financial Officer and Treasurer         
   (Principal Financial and Accounting  
   Officer)                             
                                                 
                                                 
                                                 
    /s/ FRANK V. SICA                                      July 26, 1996
   -------------------------------------                      
   Frank V. Sica                                 
   Director                                      
                                                 
                                                 
                                                 
                                                 
    /s/ GUY L. DE CHAZAL                                   July 26, 1996
   -------------------------------------                      
   Guy L. de Chazal                              
   Director                                      
                                                 
                                                 
                                                 
    /s/ ARTHUR PATTERSON                                   July 26, 1996
   ------------------------------------- 
   Arthur Patterson                     
   Director
  II-6
  9
  July ___, 1996
   -------------------------------------
   Andrew C. Cooper                               
   Director                                       
                                                  
                                                  
                                                  
                                                  
                                                           July ___, 1996
   -------------------------------------
   Roger D. Linquist         
   Director                  
                             
                             
                             
     /s/ LEIGH J. ABRAMSON                                 July 26, 1996
   -------------------------------------
   Leigh J. Abramson         
   Director                  
                             
                             
                             
                             
     /s/ ALEJANDRO PEREZ ELIZONDO                          July 26, 1996
   -------------------------------------
   Alejandro Perez Elizondo  
   Director                  
                             
                             
                             
                             
     /s/ PAMELA D. A. REEVE                                July 26, 1996
   -------------------------------------
   Pamela D. A. Reeve        
   Director
  II-7
  10
                                 INDEX TO EXHIBITS
  
  Exhibit Number and Description
  
  (4)  Instruments defining the rights of securityholders,
       including debentures
  
       4.1    PageMart Wireless, Inc. Employee Stock
              Purchase Plan
  
  (5)  Opinion regarding legality
  
        5.1   Opinion of Winstead
              Sechrest & Minick P.C.
  
  (23) Consents of experts and counsel
  
       23.1   Consent of Arthur Andersen LLP
  
       23.2   Consent of Winstead
              Sechrest & Minick P.C.
              (included in Exhibit 5.1)
  
  (24) Power of attorney
  
       24.1   Power of Attorney
              (included on Page II-5)
  
                                        II-8