<PAGE>
                                                       File No. 33-_____________


  As filed with the Securities and Exchange Commission on December 23, 1996.
                       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                                          04-2740516
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

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

               PAGING NETWORK, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                               GLENN W. MARSCHEL
                    President and Chief Executive Officer
                               KENNETH W. SANDERS
                  Senior Vice President -- Finance, Treasurer
                              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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
                                                     PROPOSED            PROPOSED
                                     AMOUNT           MAXIMUM            MAXIMUM         AMOUNT OF
 TITLE OF EACH CLASS OF              TO BE         OFFERING PRICE      AGGREGATE(1)     REGISTRATION
SECURITIES TO BE REGISTERED        REGISTERED       PER SHARE(1)      OFFERING PRICE        FEE
---------------------------------------------------------------------------------------------------
<S>                                <C>             <C>               <C>               <C>

Common Stock, $0.01 par value
per share(2)                       2,000,000        $16.44            $32,880,000       $9,963
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</TABLE>

(1)  The proposed maximum aggregate offering price has been calculated in 
accordance with the provisions of Rule 457(h) under the Securities Act based 
on the high and low prices of the Registrant's Common Stock, $.01 par value 
(the "COMMON STOCK") reported in the consolidated trading system on December 
17, 1996. It is not known how many shares, if any, will be purchased upon 
exercise of options granted under the Paging Network, Inc. Employee Stock 
Purchase Plan (the "PLAN").

(2)  In accordance with Rule 416 under the Securities Act, this registration
statement also registers an indeterminate amount of interests in the Plan that 
are separate securities from the shares of Common Stock being registered 
hereunder.


<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 in this Registration Statement: (1) the 
Registrant's Annual Report on Form 10-K for the Registrant's fiscal year 
ended December 31, 1995 filed pursuant to Section 13(a) of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"); (2) all reports 
previously filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 
15(d) of the Exchange Act since the end of the Registrant's 1995 fiscal year, 
including the Registrant's Quarterly Reports on Form 10-Q for the quarters 
ended March 31, 1996, June 30, 1996 and September 30, 1996, and the 
Registrant's Current Report on Form 8-K dated October 16, 1996; and (3) the 
description of the Common Stock contained in the Registrant's registration 
statement on Form 8-A filed with the SEC under Section 12(g) of the Exchange 
Act, including any amendment or report filed for the purpose of updating such 
description.

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


ITEM 4.   DESCRIPTION OF SECURITIES

      Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS OR 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:


<PAGE>

                                   -2-


     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 and 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.


<PAGE>


                                   -3-


     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 or 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 the 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 interests 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
indemnity 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 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


<PAGE>

                                   -4-


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 Article 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 Sections 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 VI 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.
          
     Pursuant to a certain Amended and Restated Registration Agreement dated as
of January 1, 1987 among the Registrant and certain stockholders of the
Registrant, such stockholders are obligated, under certain circumstances, to
indemnify Directors, officers and controlling persons of the Registrant against
certain liabilities arising out of the registration of the shares of the
Registrant owned by such stockholders under the Act.  Reference is made to such
agreement filed as Exhibit 99.1 hereto.


<PAGE>


                                   -5-


     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.



<PAGE>

                                   -6-

     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).

     99.1      Amended and Restated Registration Agreement among the 
               Registrant, The Golder Thoma Fund, First Capital
               Corporation of Chicago and George M. Perrin dated as of
               January 1, 1987, incorporated by reference to Exhibit 10.5 
               to the Registrant's Registration Statement on Form S-1 
               (No. 33-42253).


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; and

    (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



<PAGE>


                                   -7-

          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.

    (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>

                                   -8-


                                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, on the 23rd day of 
December, 1996.

                                   PAGING NETWORK, INC.

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




                             POWER OF ATTORNEY

      Each person whose signature appears below hereby appoints Glenn W. 
Marschel and Roger D. Feldman, Esq. and each of them severally, acting alone 
and without the 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 on the 23rd day of December, 1996.


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

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

/s/ Kenneth W. Sanders
------------------------     Senior Vice President-Finance, Treasurer,
    Kenneth W. Sanders       Chief Financial Officer and Assistant 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

------------------------     Director
    Carl D. Thoma


<PAGE>

                                   -9-


                              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).

     99.1      Amended and Restated Registration Agreement among the 
               Registrant, The Golder Thoma Fund, First Capital
               Corporation of Chicago and George M. Perrin dated as of
               January 1, 1987, incorporated by reference to Exhibit 10.5 
               to the Registrant's Registration Statement on Form S-1 
               (No. 33-42253).

----------------------
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 27685}]
{"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": "333-18587", "film-number": "96684901"}, "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. 33-_____________

  As filed with the Securities and Exchange Commission on December 23, 1996.
                       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                                          04-2740516
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

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

               PAGING NETWORK, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                               GLENN W. MARSCHEL
                    President and Chief Executive Officer
                               KENNETH W. SANDERS
                  Senior Vice President -- Finance, Treasurer
                              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
                                     AMOUNT           MAXIMUM            MAXIMUM         AMOUNT OF
 TITLE OF EACH CLASS OF              TO BE         OFFERING PRICE      AGGREGATE(1)     REGISTRATION
SECURITIES TO BE REGISTERED        REGISTERED       PER SHARE(1)      OFFERING PRICE        FEE
---------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value
per share(2)                       2,000,000        $16.44            $32,880,000       $9,963
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
(1)  The proposed maximum aggregate offering price has been calculated in 
accordance with the provisions of Rule 457(h) under the Securities Act based 
on the high and low prices of the Registrant's Common Stock, $.01 par value 
(the "COMMON STOCK") reported in the consolidated trading system on December 
17, 1996. It is not known how many shares, if any, will be purchased upon 
exercise of options granted under the Paging Network, Inc. Employee Stock 
Purchase Plan (the "PLAN").

(2)  In accordance with Rule 416 under the Securities Act, this registration
statement also registers an indeterminate amount of interests in the Plan that 
are separate securities from the shares of Common Stock being registered 
hereunder.
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 in this Registration Statement: (1) the 
Registrant's Annual Report on Form 10-K for the Registrant's fiscal year 
ended December 31, 1995 filed pursuant to Section 13(a) of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"); (2) all reports 
previously filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 
15(d) of the Exchange Act since the end of the Registrant's 1995 fiscal year, 
including the Registrant's Quarterly Reports on Form 10-Q for the quarters 
ended March 31, 1996, June 30, 1996 and September 30, 1996, and the 
Registrant's Current Report on Form 8-K dated October 16, 1996; and (3) the 
description of the Common Stock contained in the Registrant's registration 
statement on Form 8-A filed with the SEC under Section 12(g) of the Exchange 
Act, including any amendment or report filed for the purpose of updating such 
description.

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

ITEM 4.   DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS OR 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:
-2-

     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 and 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.
-3-

     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 or 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 the 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 interests 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
indemnity 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 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
-4-

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 Article 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 Sections 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 VI 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.
          
     Pursuant to a certain Amended and Restated Registration Agreement dated as
of January 1, 1987 among the Registrant and certain stockholders of the
Registrant, such stockholders are obligated, under certain circumstances, to
indemnify Directors, officers and controlling persons of the Registrant against
certain liabilities arising out of the registration of the shares of the
Registrant owned by such stockholders under the Act.  Reference is made to such
agreement filed as Exhibit 99.1 hereto.
-5-

     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.
-6-

     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).

     99.1      Amended and Restated Registration Agreement among the 
               Registrant, The Golder Thoma Fund, First Capital
               Corporation of Chicago and George M. Perrin dated as of
               January 1, 1987, incorporated by reference to Exhibit 10.5 
               to the Registrant's Registration Statement on Form S-1 
               (No. 33-42253).

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; and

    (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
-7-

          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.

    (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.
-8-

                                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, on the 23rd day of 
December, 1996.

                                   PAGING NETWORK, INC.

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

                             POWER OF ATTORNEY

      Each person whose signature appears below hereby appoints Glenn W. 
Marschel and Roger D. Feldman, Esq. and each of them severally, acting alone 
and without the 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 on the 23rd day of December, 1996.

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

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

/s/ Kenneth W. Sanders
------------------------     Senior Vice President-Finance, Treasurer,
    Kenneth W. Sanders       Chief Financial Officer and Assistant 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

------------------------     Director
    Carl D. Thoma
-9-

                              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).

     99.1      Amended and Restated Registration Agreement among the 
               Registrant, The Golder Thoma Fund, First Capital
               Corporation of Chicago and George M. Perrin dated as of
               January 1, 1987, incorporated by reference to Exhibit 10.5 
               to the Registrant's Registration Statement on Form S-1 
               (No. 33-42253).

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