<PAGE>   1


                                                           File No. 333-________


  As filed with the Securities and Exchange Commission on December 22, 1997.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              PAGING NETWORK, INC.
             (Exact name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-2740516
                      (I.R.S. Employer Identification No.)

           4965 PRESTON PARK BOULEVARD, SUITE 600, PLANO, TEXAS 75093
              (Address of Principal Executive Offices)        (Zip Code)

           NONSTATUTORY STOCK OPTION AGREEMENT FOR JOHN P. FRAZEE, JR.
                            (Full Title of the Plan)

                               JOHN P. FRAZEE, JR.
                 Chairman, President and Chief Executive Officer
                               G. ROBERT THOMPSON
          Vice President - Finance, and Acting Chief Financial Officer
                              Paging Network, Inc.
                           4965 Preston Park Boulevard
                                    Suite 600
                               Plano, Texas 75093
                    (Name and Address of Agents For Service)

                                 (972) 985-4100
          Telephone Number, Including Area Code, of Agents For Service.

                                    Copy to:
                             ROGER D. FELDMAN, ESQ.
                                Bingham Dana LLP
                               150 Federal Street
                                Boston, MA 02110
                                 (617) 951-8000


<PAGE>   2
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                      PROPOSED       PROPOSED 
                                      MAXIMUM        MAXIMUM  
  TITLE OF EACH CLASS      AMOUNT     OFFERING      AGGREGATE       AMOUNT OF
  OF SECURITIES TO BE      TO BE      PRICE PER      OFFERING      REGISTRATION 
      REGISTERED         REGISTERED    SHARE          PRICE            FEE
--------------------------------------------------------------------------------
<S>                       <C>          <C>           <C>             <C>    

Common Stock, $.01 par    100,000      $8.688        $868,800        $263.25
value per share

--------------------------------------------------------------------------------
</TABLE>



<PAGE>   3

PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed by Paging Network, Inc. (the "REGISTRANT")
with the Securities and Exchange Commission (the "SEC") are hereby incorporated
by reference into this Registration Statement: (1) the Registrant's Annual
Report on Forms 10-K and 10-K/A for the Registrant's fiscal year ended December
31, 1996 filed pursuant to Section 13(a) of the Exchange Act; (2) all reports
filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act
since December 31, 1996, including the Registrant's Quarterly Report on Forms
10-Q and 10-Q/A for the quarters ended March 31, 1997 and June 30, 1997, the
Registrant's Current Report on Form 8-K filed September 25, 1997 and the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997; and (3) the description of the Common Stock contained in the Registrant's
registration statement on Form 8-A filed with the SEC pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT")
including any amendment or report filed for the purpose of updating such
description.

        In addition, all documents filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all of
such securities then remaining unsold shall be incorporated by reference into
this Registration Statement as of the filing date of each.

ITEM 4.  DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.

        Article TENTH of the Registrant's Certificate of Incorporation provides
as follows:

        "The Corporation shall indemnify, defend and hold harmless any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or other, including appeals, by reason of the fact
that he or she is or was a Director, officer, employee or other agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or other agent of any corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
other agent of any corporation, partnership, joint venture, trust or other
enterprise, including service with 



<PAGE>   4

respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or other
agent, to the fullest extent authorized by the Delaware General Corporation Law,
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes and penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith; provided, however, that except with respect to proceedings seeking to
enforce the rights to indemnification granted herein, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if the proceeding (or
part thereof) was authorized by the Board of Directors of the Corporation.
Without limiting the generality or the effect of the foregoing, the Corporation
may enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in this Article TENTH.
Any amendment or repeal of this Article TENTH shall not adversely affect any
right or protection existing hereunder immediately prior to such amendment or
repeal."

        Article VI of the Registrant's By-Laws contains indemnification
provisions permitted by Section 145 of Delaware's General Corporation Law as
follows:

                     "INDEMNIFICATION OF OFFICERS AND OTHERS

        Section 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was an officer of the corporation, or is
or was serving at the request of the corporation as director or officer of
another corporation, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if he or she acted in
good faith in a manner he or she reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

        Section 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was an officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with defense or settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interest of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon




<PAGE>   5

application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the court shall deem proper.

        Section 3. To the extent that an officer of the corporation or person
serving at the request of the corporation as a director or officer of another
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article VI or
in defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.

        Section 4. Any indemnification under Sections 1 and 2 of this Article VI
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer or
person serving at the request of the corporation as a director or officer of
another corporation is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

        Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the officer or person serving at the request of the corporation
as a director or officer of another corporation to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation as authorized in this Article VI.

        Section 6. The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

        Section 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was an officer of the corporation or
is or was serving at the request of the corporation as a director or officer of
another corporation against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of this Article VI.

        Section 8. For purposes of this Article VI, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors and officers so that any
person who is or was a director or officer of such constituent 



<PAGE>   6


corporation, or is or was serving at the request of such constituent corporation
as a director or officer of another corporation shall stand in the same position
under the provisions of this Article VI with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.

        Section 9. The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be an officer,
employee or person serving at the request of the corporation as a director or
officer of another corporation and shall inure to the benefit of the heirs,
executors and administrators of such a person.

        Section 10. This Article VI may be amended or repealed only by the
affirmative vote of the holders of a majority of the Voting Stock; provided that
no such amendment or repeal shall adversely affect any right to indemnification
for any act or omission of any person referred to in Section 1 and 2 of this
Article VI which occurred or allegedly occurred prior to the effective date of
such amendment or repeal.

        Section 11. If in any action, suit or other proceeding or investigation,
a Director of the corporation is held not liable for monetary damages because
that director is relieved of personal liability under Article NINTH of the
Certificate of Incorporation or otherwise, the Director shall be deemed to have
met the standards of conduct set forth above and to be entitled to
indemnification as provided above."

        The Registrant has entered into indemnification agreements with each of
its present Directors and executive officers. These agreements provide rights of
indemnification that are substantially similar to those provided by the
Registrant's Certificate of Incorporation and By-Laws, and in addition provide
that within thirty days of a written demand for indemnification, and within five
business days of a request for an advance of expenses, the Registrant shall
either make payment or determine that the relevant standards for indemnification
have not been met; that in any action brought by an indemnitee to enforce the
right to indemnification or advances, the burden of proving that any
indemnification or advance is not appropriate shall be on the Registrant; that
neither the timing of the Registrant's decision whether to indemnify nor any
Registrant determination that the indemnitee has not met such standards shall
create any presumption in such an action that the indemnitee has not met such
standards; and that the indemnitee's expenses incurred in bringing such an
action and/or in an action seeking recovery under any Directors' and officers'
liability insurance policies maintained by the Registrant shall also be
indemnified by the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS

        The following exhibits are filed as part of this Registration Statement:


<PAGE>   7


        4.1     Restated Certificate of Incorporation of the Registrant, as
                amended, incorporated by reference to Exhibit No. 3.1 to the
                Registrant's Registration Statement on Form S-1 (No. 33-42253).

        4.2     By-Laws of the Registrant, as amended, incorporated by reference
                to Exhibit No. 3.3 to the Registrant's Registration Statement on
                Form S-1 (No. 33-42253).

        4.3     Nonstatutory Stock Option Agreement for John P. Frazee, Jr.

        5       Opinion of Bingham Dana LLP as to the legality of the securities
                being registered.

        23.1    Consent of Ernst & Young LLP.

        23.2    Consent of Bingham Dana LLP (included in Exhibit 5).

        24      Power of Attorney (included on the signature pages of the
                Registration Statement).

ITEM 9.  UNDERTAKINGS

        The undersigned 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
                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.

        (2)     That, for the purpose of determining any liability under the
                Securities Act of 1933, 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 that remain
                unsold at the termination of the offering;

        (4)     That, for purposes of determining any liability under the
                Securities Act of 1933, each filing of the Registrant's annual
                report pursuant to Section 13(a) or 15(d) of the Securities
                Exchange Act of 1934 (and, where applicable, each filing of an
                employee benefit plan's annual report pursuant to Section 15(d)
                of the Securities Exchange Act of 1934) that is incorporated by
                reference in this Registration Statement shall be deemed to be a
                new registration statement relating to the securities offered
                therein, and the 


<PAGE>   8

                offering of such securities at that time shall be deemed to be
                the initial BONA FIDE offering thereof;

        (5)     The undersigned registrant hereby undertakes to deliver or cause
                to be delivered with the prospectus, to each person to whom the
                prospectus is sent or given, the latest annual report, to
                security holders that is incorporated by reference in the
                prospectus and furnished pursuant to and meeting the
                requirements of Rule 14a-3 or Rule 14c-3 under the Securities
                Exchange Act of 1934; and, where interim financial information
                required to be presented by Article 3 of Regulation S-X is not
                set forth in the prospectus, to deliver, or cause to be
                delivered to each person to whom the prospectus is sent or
                given, the latest quarterly report that is specifically
                incorporated by reference in the prospectus to provide such
                interim financial information; and

        (6)     Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 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 Securities and Exchange
                Commission such indemnification is against public policy as
                expressed in the 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 Act and will be governed by the final adjudication of such
                issue.





<PAGE>   9

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Town of Plano, Texas, as of the 22 day of December,
1997.


                           PAGING NETWORK, INC.


                           By: /s/ John P. Frazee, Jr.
                               -----------------------------------------------
                               John P. Frazee, Jr.
                               Chairman, President and Chief Executive Officer



                                POWER OF ATTORNEY

        Each person whose signature appears below hereby appoints John P.
Frazee, Jr., G. Robert Thompson and Roger D. Feldman and each of them severally,
acting alone and without any other, his true and lawful attorney-in-fact with
the authority to execute in the name of each such person, and to file with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including without limitation
post-effective amendments) to this Registration Statement on Form S-8 necessary
or advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in the Registration Statement as the aforesaid attorney-in-fact
executing the same deems appropriate.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 22 day of December, 1997.


         Signature                                Title
         ---------                                -----

/s/ John P. Frazee, Jr.                Chairman, President and Chief Executive 
-----------------------------          Officer (Principal Executive Officer)
John P. Frazee, Jr.                    


/s/ G. Robert Thompson                 Vice President - Finance, and  
-----------------------------          Acting Chief Financial Officer 
G. Robert Thompson                     (Principal Financial Officer and 
                                       Principal Accounting Officer)
                                        
/s/ Richard C. Alberding               Director
-----------------------------
Richard C. Alberding



<PAGE>   10



/s/ Bryan C. Cressey                   Director
-----------------------------
Bryan C. Cressey


/s/ John S. Llewellyn, Jr.             Director
-----------------------------
John S. Llewellyn, Jr.


/s/ Lee M. Mitchell                    Director
-----------------------------
Lee M. Mitchell


/s/ George M. Perrin                   Director
-----------------------------
George M. Perrin


/s/ Carl D. Thoma                      Director
-----------------------------
Carl D. Thoma


/s/ Roy A. Wilkens                     Director
-----------------------------
Roy A. Wilkens




<PAGE>   11

                                  Exhibit Index


Exhibit No.            Description Of Documents
-----------            ------------------------

4.1         Restated Certificate of Incorporation of the Registrant, as amended,
            incorporated by reference to Exhibit No. 3.1 to the Registrant's
            Registration Statement on Form S-1 (No. 33-42253).

4.2         By-Laws of the Registrant, as amended, incorporated by reference to
            Exhibit No. 3.3 to the Registrant's Registration Statement on Form
            S-1 (No. 33-42253).

4.3         Nonstatutory Stock Option Agreement for John P. Frazee, Jr.

5           Opinion of Bingham Dana LLP as to the legality of the securities
            being registered.

23.1        Consent of Ernst & Young LLP.

23.2        Consent of Bingham Dana LLP (included in Exhibit 5).

24          Power of Attorney (included on the signature pages of the
            Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "PAGING NETWORK INC. FORM S-8", "secsgml_size_bytes": 25800}]
{"company-data": {"conformed-name": "PAGING NETWORK INC", "cik": "0000878324", "assigned-sic": "4812", "irs-number": "042740516", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42893", "film-number": "97742154"}, "business-address": {"street1": "4965 PRESTON PARK BLVD STE 600", "city": "PLANO", "state": "TX", "zip": "75093", "phone": "2149854100"}, "mail-address": {"street1": "4965 PRESTON PARK BLVD", "street2": "SUITE 600", "city": "PLANO", "state": "TX", "zip": "75093"}}
1

                                                           File No. 333-________

  As filed with the Securities and Exchange Commission on December 22, 1997.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              PAGING NETWORK, INC.
             (Exact name of Registrant as Specified in its Charter)

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-2740516
                      (I.R.S. Employer Identification No.)

           4965 PRESTON PARK BOULEVARD, SUITE 600, PLANO, TEXAS 75093
              (Address of Principal Executive Offices)        (Zip Code)

           NONSTATUTORY STOCK OPTION AGREEMENT FOR JOHN P. FRAZEE, JR.
                            (Full Title of the Plan)

                               JOHN P. FRAZEE, JR.
                 Chairman, President and Chief Executive Officer
                               G. ROBERT THOMPSON
          Vice President - Finance, and Acting Chief Financial Officer
                              Paging Network, Inc.
                           4965 Preston Park Boulevard
                                    Suite 600
                               Plano, Texas 75093
                    (Name and Address of Agents For Service)

                                 (972) 985-4100
          Telephone Number, Including Area Code, of Agents For Service.

                                    Copy to:
                             ROGER D. FELDMAN, ESQ.
                                Bingham Dana LLP
                               150 Federal Street
                                Boston, MA 02110
                                 (617) 951-8000
2
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                      PROPOSED       PROPOSED 
                                      MAXIMUM        MAXIMUM  
  TITLE OF EACH CLASS      AMOUNT     OFFERING      AGGREGATE       AMOUNT OF
  OF SECURITIES TO BE      TO BE      PRICE PER      OFFERING      REGISTRATION 
      REGISTERED         REGISTERED    SHARE          PRICE            FEE
--------------------------------------------------------------------------------
Common Stock, $.01 par    100,000      $8.688        $868,800        $263.25
value per share

--------------------------------------------------------------------------------
3

PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed by Paging Network, Inc. (the "REGISTRANT")
with the Securities and Exchange Commission (the "SEC") are hereby incorporated
by reference into this Registration Statement: (1) the Registrant's Annual
Report on Forms 10-K and 10-K/A for the Registrant's fiscal year ended December
31, 1996 filed pursuant to Section 13(a) of the Exchange Act; (2) all reports
filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act
since December 31, 1996, including the Registrant's Quarterly Report on Forms
10-Q and 10-Q/A for the quarters ended March 31, 1997 and June 30, 1997, the
Registrant's Current Report on Form 8-K filed September 25, 1997 and the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997; and (3) the description of the Common Stock contained in the Registrant's
registration statement on Form 8-A filed with the SEC pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended, (the "EXCHANGE ACT")
including any amendment or report filed for the purpose of updating such
description.

        In addition, all documents filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which deregisters all of
such securities then remaining unsold shall be incorporated by reference into
this Registration Statement as of the filing date of each.

ITEM 4.  DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.

        Article TENTH of the Registrant's Certificate of Incorporation provides
as follows:

        "The Corporation shall indemnify, defend and hold harmless any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or other, including appeals, by reason of the fact
that he or she is or was a Director, officer, employee or other agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or other agent of any corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
other agent of any corporation, partnership, joint venture, trust or other
enterprise, including service with
4

respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or other
agent, to the fullest extent authorized by the Delaware General Corporation Law,
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes and penalties, and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith; provided, however, that except with respect to proceedings seeking to
enforce the rights to indemnification granted herein, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if the proceeding (or
part thereof) was authorized by the Board of Directors of the Corporation.
Without limiting the generality or the effect of the foregoing, the Corporation
may enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in this Article TENTH.
Any amendment or repeal of this Article TENTH shall not adversely affect any
right or protection existing hereunder immediately prior to such amendment or
repeal."

        Article VI of the Registrant's By-Laws contains indemnification
provisions permitted by Section 145 of Delaware's General Corporation Law as
follows:

                     "INDEMNIFICATION OF OFFICERS AND OTHERS

        Section 1. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was an officer of the corporation, or is
or was serving at the request of the corporation as director or officer of
another corporation, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if he or she acted in
good faith in a manner he or she reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

        Section 2. The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was an officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with defense or settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interest of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
5

application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the court shall deem proper.

        Section 3. To the extent that an officer of the corporation or person
serving at the request of the corporation as a director or officer of another
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article VI or
in defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.

        Section 4. Any indemnification under Sections 1 and 2 of this Article VI
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer or
person serving at the request of the corporation as a director or officer of
another corporation is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 1 and 2 of this Article VI.
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

        Section 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the officer or person serving at the request of the corporation
as a director or officer of another corporation to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation as authorized in this Article VI.

        Section 6. The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

        Section 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was an officer of the corporation or
is or was serving at the request of the corporation as a director or officer of
another corporation against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of this Article VI.

        Section 8. For purposes of this Article VI, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors and officers so that any
person who is or was a director or officer of such constituent
6

corporation, or is or was serving at the request of such constituent corporation
as a director or officer of another corporation shall stand in the same position
under the provisions of this Article VI with respect to the resulting or
surviving corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.

        Section 9. The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be an officer,
employee or person serving at the request of the corporation as a director or
officer of another corporation and shall inure to the benefit of the heirs,
executors and administrators of such a person.

        Section 10. This Article VI may be amended or repealed only by the
affirmative vote of the holders of a majority of the Voting Stock; provided that
no such amendment or repeal shall adversely affect any right to indemnification
for any act or omission of any person referred to in Section 1 and 2 of this
Article VI which occurred or allegedly occurred prior to the effective date of
such amendment or repeal.

        Section 11. If in any action, suit or other proceeding or investigation,
a Director of the corporation is held not liable for monetary damages because
that director is relieved of personal liability under Article NINTH of the
Certificate of Incorporation or otherwise, the Director shall be deemed to have
met the standards of conduct set forth above and to be entitled to
indemnification as provided above."

        The Registrant has entered into indemnification agreements with each of
its present Directors and executive officers. These agreements provide rights of
indemnification that are substantially similar to those provided by the
Registrant's Certificate of Incorporation and By-Laws, and in addition provide
that within thirty days of a written demand for indemnification, and within five
business days of a request for an advance of expenses, the Registrant shall
either make payment or determine that the relevant standards for indemnification
have not been met; that in any action brought by an indemnitee to enforce the
right to indemnification or advances, the burden of proving that any
indemnification or advance is not appropriate shall be on the Registrant; that
neither the timing of the Registrant's decision whether to indemnify nor any
Registrant determination that the indemnitee has not met such standards shall
create any presumption in such an action that the indemnitee has not met such
standards; and that the indemnitee's expenses incurred in bringing such an
action and/or in an action seeking recovery under any Directors' and officers'
liability insurance policies maintained by the Registrant shall also be
indemnified by the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS

        The following exhibits are filed as part of this Registration Statement:
7

        4.1     Restated Certificate of Incorporation of the Registrant, as
                amended, incorporated by reference to Exhibit No. 3.1 to the
                Registrant's Registration Statement on Form S-1 (No. 33-42253).

        4.2     By-Laws of the Registrant, as amended, incorporated by reference
                to Exhibit No. 3.3 to the Registrant's Registration Statement on
                Form S-1 (No. 33-42253).

        4.3     Nonstatutory Stock Option Agreement for John P. Frazee, Jr.

        5       Opinion of Bingham Dana LLP as to the legality of the securities
                being registered.

        23.1    Consent of Ernst & Young LLP.

        23.2    Consent of Bingham Dana LLP (included in Exhibit 5).

        24      Power of Attorney (included on the signature pages of the
                Registration Statement).

ITEM 9.  UNDERTAKINGS

        The undersigned 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
                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.

        (2)     That, for the purpose of determining any liability under the
                Securities Act of 1933, 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 that remain
                unsold at the termination of the offering;

        (4)     That, for purposes of determining any liability under the
                Securities Act of 1933, each filing of the Registrant's annual
                report pursuant to Section 13(a) or 15(d) of the Securities
                Exchange Act of 1934 (and, where applicable, each filing of an
                employee benefit plan's annual report pursuant to Section 15(d)
                of the Securities Exchange Act of 1934) that is incorporated by
                reference in this Registration Statement shall be deemed to be a
                new registration statement relating to the securities offered
                therein, and the
8

                offering of such securities at that time shall be deemed to be
                the initial BONA FIDE offering thereof;

        (5)     The undersigned registrant hereby undertakes to deliver or cause
                to be delivered with the prospectus, to each person to whom the
                prospectus is sent or given, the latest annual report, to
                security holders that is incorporated by reference in the
                prospectus and furnished pursuant to and meeting the
                requirements of Rule 14a-3 or Rule 14c-3 under the Securities
                Exchange Act of 1934; and, where interim financial information
                required to be presented by Article 3 of Regulation S-X is not
                set forth in the prospectus, to deliver, or cause to be
                delivered to each person to whom the prospectus is sent or
                given, the latest quarterly report that is specifically
                incorporated by reference in the prospectus to provide such
                interim financial information; and

        (6)     Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 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 Securities and Exchange
                Commission such indemnification is against public policy as
                expressed in the 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 Act and will be governed by the final adjudication of such
                issue.
9

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Town of Plano, Texas, as of the 22 day of December,
1997.

                           PAGING NETWORK, INC.

                           By: /s/ John P. Frazee, Jr.
                               -----------------------------------------------
                               John P. Frazee, Jr.
                               Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below hereby appoints John P.
Frazee, Jr., G. Robert Thompson and Roger D. Feldman and each of them severally,
acting alone and without any other, his true and lawful attorney-in-fact with
the authority to execute in the name of each such person, and to file with the
Securities and Exchange Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including without limitation
post-effective amendments) to this Registration Statement on Form S-8 necessary
or advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in the Registration Statement as the aforesaid attorney-in-fact
executing the same deems appropriate.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 22 day of December, 1997.

         Signature                                Title
         ---------                                -----

/s/ John P. Frazee, Jr.                Chairman, President and Chief Executive 
-----------------------------          Officer (Principal Executive Officer)
John P. Frazee, Jr.                    

/s/ G. Robert Thompson                 Vice President - Finance, and  
-----------------------------          Acting Chief Financial Officer 
G. Robert Thompson                     (Principal Financial Officer and 
                                       Principal Accounting Officer)
                                        
/s/ Richard C. Alberding               Director
-----------------------------
Richard C. Alberding
10

/s/ Bryan C. Cressey                   Director
-----------------------------
Bryan C. Cressey

/s/ John S. Llewellyn, Jr.             Director
-----------------------------
John S. Llewellyn, Jr.

/s/ Lee M. Mitchell                    Director
-----------------------------
Lee M. Mitchell

/s/ George M. Perrin                   Director
-----------------------------
George M. Perrin

/s/ Carl D. Thoma                      Director
-----------------------------
Carl D. Thoma

/s/ Roy A. Wilkens                     Director
-----------------------------
Roy A. Wilkens
11

                                  Exhibit Index

Exhibit No.            Description Of Documents
-----------            ------------------------

4.1         Restated Certificate of Incorporation of the Registrant, as amended,
            incorporated by reference to Exhibit No. 3.1 to the Registrant's
            Registration Statement on Form S-1 (No. 33-42253).

4.2         By-Laws of the Registrant, as amended, incorporated by reference to
            Exhibit No. 3.3 to the Registrant's Registration Statement on Form
            S-1 (No. 33-42253).

4.3         Nonstatutory Stock Option Agreement for John P. Frazee, Jr.

5           Opinion of Bingham Dana LLP as to the legality of the securities
            being registered.

23.1        Consent of Ernst & Young LLP.

23.2        Consent of Bingham Dana LLP (included in Exhibit 5).

24          Power of Attorney (included on the signature pages of the
            Registration Statement).