As Filed with the Securities and Exchange Commission on November 26, 1996

                                                         Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             SECURITIES ACT OF 1933
                                 ---------------

                              AMERICAN PAGING, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                  36-3109408
  (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                 Identification No.)

                      1300 Godward Street, N.E., Suite 3100
                          Minneapolis, Minnesota 55413
               (Address of Principal Executive Offices) (Zip Code)

                              American Paging, Inc.
                        1997 Employee Stock Purchase Plan
                            (Full title of the plan)

                              LeRoy T. Carlson, Jr.
                                    Chairman
                              American Paging, Inc.
                      1300 Godward Street, N.E., Suite 3100
                          Minneapolis, Minnesota 55413
                     (Name and address of agent for service)
                                 (612) 623-3100
                          (Telephone number, including
                        area code, of agent for service)
                                 ---------------


                         CALCULATION OF REGISTRATION FEE


                                   Proposed        Proposed
   Title of                         Maximum         Maximum
  Securities         Amount        Offering        Aggregate      Amount of 
    to be            to be         Price Per       Offering     Registration
  Registered       Registered      Share (1)        Price            Fee
---------------    ----------    ------------    ------------   ------------

Common Shares,       100,000    
$1.00 par value     shares(2)       $5.8750        $587,500         $179
===============    ==========    ============    ============   ============

(1)  Estimated for the Common Shares solely for the purpose of  calculating  the
     registration  fee on the basis of the average of the high and low prices of
     the Common Shares of the Company on the American Stock Exchange on November
     21, 1996.

(2)  In  addition,  this  Registration  Statement  also covers an  indeterminate
     amount  of   additional   securities   which   may  be  issued   under  the
     above-referenced Plan pursuant to the anti-dilution provisions of such Plan
     and, if interests  in the  above-referenced  Plan are deemed to  constitute
     separate  securities,  pursuant to Rule 416(c) under the  Securities Act of
     1933, this registration  statement shall also cover an indeterminate amount
     of interests to be offered or sold pursuant to the above-referenced Plan.



                                       -1-

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual Information*

*         Information  required by Part I to be contained  in the Section  10(a)
          prospectus  is omitted from the  Registration  Statement in accordance
          with  Rule 428 under  the  Securities  Act of 1933,  as  amended  (the
          "Securities Act") and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The  following  documents  which have  heretofore  been  filed by  American
Paging,  Inc.  (the  "Company" or the  "Registrant"),  with the  Securities  and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are incorporated by reference herein
and shall be deemed to be a part hereof:

     1.   The Company's  Annual Report on Form 10-K for the year ended  December
          31, 1995;

     2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          March 31, June 30 and September 30, 1996;

     3.   The  description  of the  Common  Shares,  par  value  $1.00 per share
          ("Common Shares"), of the Company contained in the Company's Report on
          Form 8-A, as filed with the Commission on February 1, 1994; and

     4.   All other  reports  filed  pursuant to Sections  13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year ended December 31, 1995.

     All  documents,  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in this  Registration  Statement  and made a part  hereof  from their
respective dates of filing (such documents,  and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.


Item 4.  Description of Securities.

     See Item 3.


                                       -2-

<PAGE>



Item 5.  Interests of Named Experts and Counsel.

     The legality of the Common Shares  offered  hereby is being passed upon for
the Company by Sidley & Austin,  One First  National  Plaza,  Chicago,  Illinois
60603. The Company is controlled by Telephone and Data Systems, Inc. ("TDS") and
TDS is  controlled  by a voting  trust.  Walter  C.D.  Carlson,  a  trustee  and
beneficiary  of the voting trust and a director of TDS and certain  subsidiaries
of TDS,  Michael G. Hron,  the  Secretary of the Company,  TDS and certain other
subsidiaries  of TDS,  William S. DeCarlo,  the  Assistant  Secretary of TDS and
certain  subsidiaries  of TDS,  Stephen P.  Fitzell,  the  Secretary  of certain
subsidiaries of TDS, and Sherry S. Treston,  the Assistant  Secretary of certain
subsidiaries of TDS, are partners of Sidley & Austin.


Item 6.  Indemnification of Directors and Officers.

     The Company's  Restated  Certificate of Incorporation  contains a provision
providing that no director or officer of the Company shall be personally  liable
to the Company or its  stockholders for monetary damages for breach of fiduciary
duty as a director or officer  except for breach of the  director's or officer's
duty of loyalty to the Company or its  stockholders,  acts or  omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  unlawful payment of dividends,  unlawful stock  redemptions or repurchases
and transactions from which the director or officer derived an improper personal
benefit.

     Section  145  of  the   General   Corporation   Law  of  Delaware   permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain  conditions  and  subject  to  certain  limitations.  Article  XI of the
Company's Restated Certificate of Incorporation, as amended, contains provisions
for the  indemnification  of  directors,  officers and  employees of the Company
within the limitations permitted by Section 145.

     Section 145 of the General  Corporation Law of Delaware contains provisions
permitting (and, in some situations,  requiring)  Delaware  corporations such as
the Company to provide  indemnification  to their  officers  and  directors  for
losses and litigation  expense  incurred in connection with, among other things,
their service to the corporation in those capacities.  Among other things, these
provisions  provide that the Company is required to 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  (including  any  action  by or in the  right of the  Company)  (a
"Proceeding")  by reason of the fact that he is or was a  director,  officer  or
employee of the Company, or is or was serving at the request of the Company as a
director,  officer  or  employee  of  another  corporation,  partnership,  joint
venture,  trust or other  enterprise  (including  service  with  respect  to any
employee benefit plan) against expenses (including attorney's fees),  judgments,
fines, ERISA excise taxes, penalties and amounts paid in settlement actually and
reasonably  incurred by him in  connection  with such  Proceeding to the fullest
extent permitted by the Delaware General  Corporation Law, as the same exists or
may be amended (but, in the case of any such amendment,  only to the extent that
such amendment  permits the Company to provide  broader  indemnification  rights
than such law permitted the Company to provide prior to such  amendment).  These
provisions also provide for the advance payment of fees and expenses  reasonably
incurred by the director or officer in defense of any such  Proceeding,  subject
to reimbursement by the director or officer if it is ultimately  determined that
such officer or director is not entitled to be indemnified by the Company.

     The  Company  has  directors'  and  officers'   liability  insurance  which
provides,  subject to certain policy limits,  deductible amounts and exclusions,
coverage for all persons who have been,  are or may in the future be,  directors
or  officers  of the  Company,  against  amounts  which  such  persons  must pay
resulting  from claims  against them by reason of their being such  directors or
officers  during the policy  period for certain  breaches of duty,  omissions or
other acts done or wrongfully attempted or alleged.



                                       -3-

<PAGE>



Item 7.  Exemption from Registration Claimed.

     Not Applicable.


Item 8.  Exhibits.

     The exhibits  accompanying  this  Registration  Statement are listed on the
accompanying  Exhibit  Index.  The Plan is not  intended to be  qualified  under
Section 401(a) of the Internal Revenue Code.


Item 9.  Undertakings.

     The Company hereby undertakes:

          1.   To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (a)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

               (b)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

               (c)  To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration Statement.  Notwithstanding the foregoing,  any
                    increase or decrease in the volume of securities offered (if
                    the  total  dollar  value of  securities  offered  would not
                    exceed that which was registered) and any deviation from the
                    low or high end of the estimated  maximum offering range may
                    be  reflected  in the  form of  prospectus  filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in  volume  and price  represent  no more than a 20
                    percent change in the maximum  aggregate  offering price set
                    forth in the "Calculation of Registration  Fee" table in the
                    effective registration statement;

               provided,  however,  that paragraphs 1.(a) and 1.(b) do not apply
               if the  information  required to be included in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed by the Company  pursuant to Section 13 or Section  15(d) of
               the  Exchange  Act  that are  incorporated  by  reference  in the
               Registration Statement.

          2.   That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          3.   To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the Common Shares being registered  hereby which
               remain unsold at the termination of the offering.

          4.   That,  for the purposes of  determining  any liability  under the
               Securities  Act,  each  filing  of the  Company's  Annual  Report
               pursuant to Section  13(a) or Section  15(d) of the  Exchange Act
               (and, where applicable, each filing of an employee benefit plan's
               annual report pursuant to Section 15(d) of the Exchange Act) that
               is incorporated by reference in the registration statement shall


                                       -4-

<PAGE>



               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
               hereof.

          5.   That,  insofar as indemnification  for liabilities  arising under
               the  Securities  Act may be permitted to directors,  officers and
               controlling  persons of the  Company  pursuant  to the  foregoing
               provisions,  or  otherwise,  the Company has been advised that in
               the opinion of the  Commission  such  indemnification  is against
               public  policy  as  expressed  in  the  Securities  Act  and  is,
               therefore,   unenforceable.   In  the  event  that  a  claim  for
               indemnification  against such liabilities (other than the payment
               by the  Company  of  expenses  incurred  or paid  by a  director,
               officer or  controlling  person of the Company 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 Company  will,  unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.








                                       -5-

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Chicago,  State  of  Illinois,  on the 26th day of
November, 1996.

                                        AMERICAN PAGING, INC.


                                        By: /s/ Terrence T. Sullivan

                                        Terrence T. Sullivan
                                        President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 26th day of November, 1996.



/s/ LeRoy T. Carlson, Jr.       Chairman and Director
---------------------------
LeRoy T. Carlson, Jr.


/s/ Terrence T. Sullivan        President and Chief Executive Officer
---------------------------     (Principal Executive Officer) and
Terrence T. Sullivan            Director


/s/ Murray L. Swanson           Director
---------------------------
Murray L. Swanson


/s/ James Barr III              Director
---------------------------
James Barr III


/s/ Debora M. de Hoyos          Director
---------------------------
Debora M. de Hoyos


/s/ Edwin L. Russell            Director
---------------------------
Edwin L. Russell


/s/ Jean Burhardt Keffeler      Director
---------------------------
Jean Burhardt Keffeler


/s/ Michelle M. Haupt           Controller (Principal Accounting Officer)
---------------------------
Michelle M. Haupt




                                       -6-

<PAGE>



                                  EXHIBIT INDEX

          The following  documents are filed herewith or incorporated  herein by
reference.


Exhibit
  No.                             Description
-------                           -----------
         
  4.1     Restated  Certificate of Incorporation,  as amended, of the Company is
          hereby  incorporated  herein  by  reference  to  Exhibit  3(i)  to the
          Company's   Registration  Statement  on  Form  S-1  (Registration  No.
          33-72702)

  4.2     Restated Bylaws,  as amended,  of the Company are hereby  incorporated
          herein by reference  to Exhibit  3(ii) to the  Company's  Registration
          Statement on Form S-1 (Registration No. 33- 72702)

  5       Opinion of Sidley & Austin

 23.1     Consent of Arthur Andersen LLP

 23.2     Consent of Sidley & Austin (contained in Exhibit 5 hereto)

 99.1     American Paging, Inc. 1997 Employee Stock Purchase Plan







                                       -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED 11/26/96 FOR 1997 API ESPP", "secsgml_size_bytes": 19232}]
{"company-data": {"conformed-name": "AMERICAN PAGING INC", "cik": "0000916065", "assigned-sic": "4812", "irs-number": "363109408", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16811", "film-number": "96672575"}, "business-address": {"street1": "1300 GODWARD ST NE STE 3100", "city": "MINNEAPOLIS", "state": "MN", "zip": "55413-1767", "phone": "6126233100"}, "mail-address": {"street1": "1300 GODWARD ST NE", "street2": "SUITE 3100", "city": "MINNEAPOLIS", "state": "MN", "zip": "55413-1767"}}
As Filed with the Securities and Exchange Commission on November 26, 1996

                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             SECURITIES ACT OF 1933
                                 ---------------

                              AMERICAN PAGING, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                  36-3109408
  (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                 Identification No.)

                      1300 Godward Street, N.E., Suite 3100
                          Minneapolis, Minnesota 55413
               (Address of Principal Executive Offices) (Zip Code)

                              American Paging, Inc.
                        1997 Employee Stock Purchase Plan
                            (Full title of the plan)

                              LeRoy T. Carlson, Jr.
                                    Chairman
                              American Paging, Inc.
                      1300 Godward Street, N.E., Suite 3100
                          Minneapolis, Minnesota 55413
                     (Name and address of agent for service)
                                 (612) 623-3100
                          (Telephone number, including
                        area code, of agent for service)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE

                                   Proposed        Proposed
   Title of                         Maximum         Maximum
  Securities         Amount        Offering        Aggregate      Amount of 
    to be            to be         Price Per       Offering     Registration
  Registered       Registered      Share (1)        Price            Fee
---------------    ----------    ------------    ------------   ------------

Common Shares,       100,000    
$1.00 par value     shares(2)       $5.8750        $587,500         $179
===============    ==========    ============    ============   ============

(1)  Estimated for the Common Shares solely for the purpose of  calculating  the
     registration  fee on the basis of the average of the high and low prices of
     the Common Shares of the Company on the American Stock Exchange on November
     21, 1996.

(2)  In  addition,  this  Registration  Statement  also covers an  indeterminate
     amount  of   additional   securities   which   may  be  issued   under  the
     above-referenced Plan pursuant to the anti-dilution provisions of such Plan
     and, if interests  in the  above-referenced  Plan are deemed to  constitute
     separate  securities,  pursuant to Rule 416(c) under the  Securities Act of
     1933, this registration  statement shall also cover an indeterminate amount
     of interests to be offered or sold pursuant to the above-referenced Plan.

                                       -1-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual Information*

*         Information  required by Part I to be contained  in the Section  10(a)
          prospectus  is omitted from the  Registration  Statement in accordance
          with  Rule 428 under  the  Securities  Act of 1933,  as  amended  (the
          "Securities Act") and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents  which have  heretofore  been  filed by  American
Paging,  Inc.  (the  "Company" or the  "Registrant"),  with the  Securities  and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  are incorporated by reference herein
and shall be deemed to be a part hereof:

     1.   The Company's  Annual Report on Form 10-K for the year ended  December
          31, 1995;

     2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          March 31, June 30 and September 30, 1996;

     3.   The  description  of the  Common  Shares,  par  value  $1.00 per share
          ("Common Shares"), of the Company contained in the Company's Report on
          Form 8-A, as filed with the Commission on February 1, 1994; and

     4.   All other  reports  filed  pursuant to Sections  13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year ended December 31, 1995.

     All  documents,  subsequently  filed by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  in this  Registration  Statement  and made a part  hereof  from their
respective dates of filing (such documents,  and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     See Item 3.

                                       -2-
Item 5.  Interests of Named Experts and Counsel.

     The legality of the Common Shares  offered  hereby is being passed upon for
the Company by Sidley & Austin,  One First  National  Plaza,  Chicago,  Illinois
60603. The Company is controlled by Telephone and Data Systems, Inc. ("TDS") and
TDS is  controlled  by a voting  trust.  Walter  C.D.  Carlson,  a  trustee  and
beneficiary  of the voting trust and a director of TDS and certain  subsidiaries
of TDS,  Michael G. Hron,  the  Secretary of the Company,  TDS and certain other
subsidiaries  of TDS,  William S. DeCarlo,  the  Assistant  Secretary of TDS and
certain  subsidiaries  of TDS,  Stephen P.  Fitzell,  the  Secretary  of certain
subsidiaries of TDS, and Sherry S. Treston,  the Assistant  Secretary of certain
subsidiaries of TDS, are partners of Sidley & Austin.

Item 6.  Indemnification of Directors and Officers.

     The Company's  Restated  Certificate of Incorporation  contains a provision
providing that no director or officer of the Company shall be personally  liable
to the Company or its  stockholders for monetary damages for breach of fiduciary
duty as a director or officer  except for breach of the  director's or officer's
duty of loyalty to the Company or its  stockholders,  acts or  omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  unlawful payment of dividends,  unlawful stock  redemptions or repurchases
and transactions from which the director or officer derived an improper personal
benefit.

     Section  145  of  the   General   Corporation   Law  of  Delaware   permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain  conditions  and  subject  to  certain  limitations.  Article  XI of the
Company's Restated Certificate of Incorporation, as amended, contains provisions
for the  indemnification  of  directors,  officers and  employees of the Company
within the limitations permitted by Section 145.

     Section 145 of the General  Corporation Law of Delaware contains provisions
permitting (and, in some situations,  requiring)  Delaware  corporations such as
the Company to provide  indemnification  to their  officers  and  directors  for
losses and litigation  expense  incurred in connection with, among other things,
their service to the corporation in those capacities.  Among other things, these
provisions  provide that the Company is required to 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  (including  any  action  by or in the  right of the  Company)  (a
"Proceeding")  by reason of the fact that he is or was a  director,  officer  or
employee of the Company, or is or was serving at the request of the Company as a
director,  officer  or  employee  of  another  corporation,  partnership,  joint
venture,  trust or other  enterprise  (including  service  with  respect  to any
employee benefit plan) against expenses (including attorney's fees),  judgments,
fines, ERISA excise taxes, penalties and amounts paid in settlement actually and
reasonably  incurred by him in  connection  with such  Proceeding to the fullest
extent permitted by the Delaware General  Corporation Law, as the same exists or
may be amended (but, in the case of any such amendment,  only to the extent that
such amendment  permits the Company to provide  broader  indemnification  rights
than such law permitted the Company to provide prior to such  amendment).  These
provisions also provide for the advance payment of fees and expenses  reasonably
incurred by the director or officer in defense of any such  Proceeding,  subject
to reimbursement by the director or officer if it is ultimately  determined that
such officer or director is not entitled to be indemnified by the Company.

     The  Company  has  directors'  and  officers'   liability  insurance  which
provides,  subject to certain policy limits,  deductible amounts and exclusions,
coverage for all persons who have been,  are or may in the future be,  directors
or  officers  of the  Company,  against  amounts  which  such  persons  must pay
resulting  from claims  against them by reason of their being such  directors or
officers  during the policy  period for certain  breaches of duty,  omissions or
other acts done or wrongfully attempted or alleged.

                                       -3-
Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     The exhibits  accompanying  this  Registration  Statement are listed on the
accompanying  Exhibit  Index.  The Plan is not  intended to be  qualified  under
Section 401(a) of the Internal Revenue Code.

Item 9.  Undertakings.

     The Company hereby undertakes:

          1.   To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (a)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

               (b)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement;

               (c)  To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such  information in the
                    Registration Statement.  Notwithstanding the foregoing,  any
                    increase or decrease in the volume of securities offered (if
                    the  total  dollar  value of  securities  offered  would not
                    exceed that which was registered) and any deviation from the
                    low or high end of the estimated  maximum offering range may
                    be  reflected  in the  form of  prospectus  filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in  volume  and price  represent  no more than a 20
                    percent change in the maximum  aggregate  offering price set
                    forth in the "Calculation of Registration  Fee" table in the
                    effective registration statement;

               provided,  however,  that paragraphs 1.(a) and 1.(b) do not apply
               if the  information  required to be included in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed by the Company  pursuant to Section 13 or Section  15(d) of
               the  Exchange  Act  that are  incorporated  by  reference  in the
               Registration Statement.

          2.   That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          3.   To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the Common Shares being registered  hereby which
               remain unsold at the termination of the offering.

          4.   That,  for the purposes of  determining  any liability  under the
               Securities  Act,  each  filing  of the  Company's  Annual  Report
               pursuant to Section  13(a) or Section  15(d) of the  Exchange Act
               (and, where applicable, each filing of an employee benefit plan's
               annual report pursuant to Section 15(d) of the Exchange Act) that
               is incorporated by reference in the registration statement shall

                                       -4-
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
               hereof.

          5.   That,  insofar as indemnification  for liabilities  arising under
               the  Securities  Act may be permitted to directors,  officers and
               controlling  persons of the  Company  pursuant  to the  foregoing
               provisions,  or  otherwise,  the Company has been advised that in
               the opinion of the  Commission  such  indemnification  is against
               public  policy  as  expressed  in  the  Securities  Act  and  is,
               therefore,   unenforceable.   In  the  event  that  a  claim  for
               indemnification  against such liabilities (other than the payment
               by the  Company  of  expenses  incurred  or paid  by a  director,
               officer or  controlling  person of the Company 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 Company  will,  unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.

                                       -5-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Chicago,  State  of  Illinois,  on the 26th day of
November, 1996.

                                        AMERICAN PAGING, INC.

                                        By: /s/ Terrence T. Sullivan

                                        Terrence T. Sullivan
                                        President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 26th day of November, 1996.

/s/ LeRoy T. Carlson, Jr.       Chairman and Director
---------------------------
LeRoy T. Carlson, Jr.

/s/ Terrence T. Sullivan        President and Chief Executive Officer
---------------------------     (Principal Executive Officer) and
Terrence T. Sullivan            Director

/s/ Murray L. Swanson           Director
---------------------------
Murray L. Swanson

/s/ James Barr III              Director
---------------------------
James Barr III

/s/ Debora M. de Hoyos          Director
---------------------------
Debora M. de Hoyos

/s/ Edwin L. Russell            Director
---------------------------
Edwin L. Russell

/s/ Jean Burhardt Keffeler      Director
---------------------------
Jean Burhardt Keffeler

/s/ Michelle M. Haupt           Controller (Principal Accounting Officer)
---------------------------
Michelle M. Haupt

                                       -6-
EXHIBIT INDEX

          The following  documents are filed herewith or incorporated  herein by
reference.

Exhibit
  No.                             Description
-------                           -----------
         
  4.1     Restated  Certificate of Incorporation,  as amended, of the Company is
          hereby  incorporated  herein  by  reference  to  Exhibit  3(i)  to the
          Company's   Registration  Statement  on  Form  S-1  (Registration  No.
          33-72702)

  4.2     Restated Bylaws,  as amended,  of the Company are hereby  incorporated
          herein by reference  to Exhibit  3(ii) to the  Company's  Registration
          Statement on Form S-1 (Registration No. 33- 72702)

  5       Opinion of Sidley & Austin

 23.1     Consent of Arthur Andersen LLP

 23.2     Consent of Sidley & Austin (contained in Exhibit 5 hereto)

 99.1     American Paging, Inc. 1997 Employee Stock Purchase Plan

                                       -7-