<PAGE>
                                                           File No. 333-________
                                           
                                           
        As filed with the Securities and Exchange Commission on May 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)
                                           
                   PAGING NETWORK, INC. 1997 RESTRICTED STOCK PLAN
                               (Full Title of the Plan)
                                           
                                  GLENN W. MARSCHEL
                        President and Chief Executive Officer
                                  KENNETH W. SANDERS
                     Senior Vice President - Finance, Treasurer,
                   Chief Financial Officer and Assistant Secretary
                                 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 & Gould LLP
                                  150 Federal Street
                                  Boston, MA  02110
                                    (617) 951-8000
                                           

<PAGE>

                           CALCULATION OF REGISTRATION FEE


--------------------------------------------------------------------------------
                                         PROPOSED     PROPOSED
                                         MAXIMUM      MAXIMUM
TITLE OF EACH CLASS OF     AMOUNT        OFFERING     AGGREGATE     AMOUNT OF
SECURITIES TO BE            TO BE        PRICE PER    OFFERING     REGISTRATION
REGISTERED               REGISTERED      SHARE (1)    PRICE (1)        FEE
--------------------------------------------------------------------------------
Common Stock
$.01 par
value per share           300,000         $8.4375   $2,531,250.00      $768.00
--------------------------------------------------------------------------------


(1) The proposed maximum aggregate offering price has been calculated in
accordance with the provisions of Rule 457(h) under the Securities Act of 1933,
as amended, based on the average of the high and low prices of the Registrant's
Common Stock, $.01 par value per share, reported in the consolidated trading
system on May 19, 1997. 


<PAGE>


                                    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 Form 10-K 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 Form 10-Q for
the quarter ended March 31, 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 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

<PAGE>

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 application that, despite the adjudication of 
liability but in view of all the circumstances of

<PAGE>


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 corporation, or
is or was serving at the request of such constituent corporation as a director


<PAGE>

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>

    
    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).
    
    5    Opinion of Bingham, Dana & Gould LLP as to the legality of the
         securities being registered.
    
    23.1 Consent of Ernst & Young LLP.
         
    23.2 Consent of Bingham, Dana & Gould 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 offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof; 


<PAGE>

    (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>

                                      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 22nd day of 
May, 1997.

                                      PAGING NETWORK, INC.


                                      By: /s/ Glenn W. Marschel
                                          -------------------------------------
                                          Glenn W. Marschel
                                          President and Chief Executive Officer


                                  POWER OF ATTORNEY
                                           
    Each person whose signature appears below hereby appoints Glenn W. 
Marschel, 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 22nd day of May, 1997.


    Signature                     Title

    /s/ Glenn W. Marschel         President and Chief Executive Officer
 ---------------------------      (Principal Executive Officer)
    Glenn W. Marschel

    /s/ Kenneth W. Sanders        Senior Vice President - Finance, Treasurer,
 ---------------------------      Chief Financial Officer and Assistant
    Kenneth W. Sanders            Secretary (Principal Financial Officer and
                                  Principal Accounting Officer)
    
    /s/ Richard C. Alberding      Director
 ---------------------------
    Richard C. Alberding         

<PAGE>


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

    /s/ John P. Frazee, Jr.       Director
 ---------------------------
    John P. Frazee, 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>

                                 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).

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

23.1 Consent of Ernst & Young LLP.

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

24   Power of Attorney (included on the signature pages of the Registration
     Statement).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 25806}]
{"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": "333-27605", "film-number": "97612932"}, "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"}}
File No. 333-________
                                           
                                           
        As filed with the Securities and Exchange Commission on May 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)
                                           
                   PAGING NETWORK, INC. 1997 RESTRICTED STOCK PLAN
                               (Full Title of the Plan)
                                           
                                  GLENN W. MARSCHEL
                        President and Chief Executive Officer
                                  KENNETH W. SANDERS
                     Senior Vice President - Finance, Treasurer,
                   Chief Financial Officer and Assistant Secretary
                                 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 & Gould LLP
                                  150 Federal Street
                                  Boston, MA  02110
                                    (617) 951-8000
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                         PROPOSED     PROPOSED
                                         MAXIMUM      MAXIMUM
TITLE OF EACH CLASS OF     AMOUNT        OFFERING     AGGREGATE     AMOUNT OF
SECURITIES TO BE            TO BE        PRICE PER    OFFERING     REGISTRATION
REGISTERED               REGISTERED      SHARE (1)    PRICE (1)        FEE
--------------------------------------------------------------------------------
Common Stock
$.01 par
value per share           300,000         $8.4375   $2,531,250.00      $768.00
--------------------------------------------------------------------------------

(1) The proposed maximum aggregate offering price has been calculated in
accordance with the provisions of Rule 457(h) under the Securities Act of 1933,
as amended, based on the average of the high and low prices of the Registrant's
Common Stock, $.01 par value per share, reported in the consolidated trading
system on May 19, 1997.
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 Form 10-K 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 Form 10-Q for
the quarter ended March 31, 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 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 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 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:
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).
    
    5    Opinion of Bingham, Dana & Gould LLP as to the legality of the
         securities being registered.
    
    23.1 Consent of Ernst & Young LLP.
         
    23.2 Consent of Bingham, Dana & Gould 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 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.
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 22nd day of 
May, 1997.

                                      PAGING NETWORK, INC.

                                      By: /s/ Glenn W. Marschel
                                          -------------------------------------
                                          Glenn W. Marschel
                                          President and Chief Executive Officer

                                  POWER OF ATTORNEY
                                           
    Each person whose signature appears below hereby appoints Glenn W. 
Marschel, 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 22nd day of May, 1997.

    Signature                     Title

    /s/ Glenn W. Marschel         President and Chief Executive Officer
 ---------------------------      (Principal Executive Officer)
    Glenn W. Marschel

    /s/ Kenneth W. Sanders        Senior Vice President - Finance, Treasurer,
 ---------------------------      Chief Financial Officer and Assistant
    Kenneth W. Sanders            Secretary (Principal Financial Officer and
                                  Principal Accounting Officer)
    
    /s/ Richard C. Alberding      Director
 ---------------------------
    Richard C. Alberding
/s/ Bryan C. Cressey          Director
 ---------------------------
   Bryan C. Cressey

    /s/ John P. Frazee, Jr.       Director
 ---------------------------
    John P. Frazee, 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
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).

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

23.1 Consent of Ernst & Young LLP.

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

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