As filed with the Securities and Exchange Commission on May 2, 1997

                                                    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 Identification No.)
of incorporation or organization)

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

                              American Paging, Inc.
                  Compensation Plan for Non-Employee Directors
                            (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,        50,000    
$1.00 par value     shares(2)       $3.53          $176,500         $100
===============    ==========    ============    ============   ============

(1)  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.

(2)  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 May 1,
     1997, pursuant to Rule 457(h) under the Securities Act of 1933.

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

     2.   The Company's  Annual Report on Form 10-K for the year ended
          December 31, 1996.

     3.   All other reports filed by the Company  pursuant to Sections  13(a) or
          15(d) of the Exchange Act since December 31, 1996.

          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.

     Certain legal matters relating to the securities  registered hereby will be
addressed by Sidley & Austin, One First National Plaza, Chicago, Illinois 60603.
The Company is controlled by Telephone and Data Systems, Inc. ("TDS"),  which 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.

     Section 145 of the Delaware  General  Corporation  Law ("DGCL")  empowers a
Delaware  corporation  to indemnify any persons who are, or are threatened to be
made,  parties to any  threatened,  pending or completed  legal action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  that such  officer or  director  acted in good faith in a
manner he reasonably  believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the  corporation  under the same  conditions,
except that no  indemnification  is permitted  without judicial  approval if the
officer  or  director  is  adjudged  to be  liable  to  the  corporation  in the
performance  of his duty.  Where an officer or  director  is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director actually and reasonably incurred.  Article XI of the Company's Restated
Certificate  of  Incorporation  provides for the  indemnification  of directors,
officers and employees of the Company within the limitations of Section 145.

     In accordance  with Section  102(b)(7) of the DGCL, the Company's  Restated
Certificate of  Incorporation  provides that  directors  shall not be personally
liable for monetary  damages for breaches of their  fiduciary  duty as directors
except  for  (i)  breaches  of  their  duty of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the DGCL  (unlawful  payment of dividends or unlawful stock
purchases or redemptions) or (iv)  transactions from which a director derives an
improper  personal  benefit.  The effect of the  provision is to  eliminate  the
personal  liability of directors  for monetary  damages for actions  involving a
breach of their  fiduciary duty of care,  including any actions  involving gross
negligence.

     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.  Such  policies  provide
coverage  to  certain  situations  where the  Company  cannot  directly  provide
indemnification under DGCL.


Item 7.  Exemption from Registration Claimed.

     Not Applicable.



                                       -3-

<PAGE>



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.
               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;

          (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;

          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 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 other-

                                       -4-

<PAGE>



          wise,  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 2nd day of May,
1997.

                                    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 2nd day of May, 1997.

                        POWER OF ATTORNEY AND SIGNATURES

     The  undersigned  officers and directors of American  Paging,  Inc.  hereby
severally constitute and appoint LeRoy T. Carlson, Jr. and Terrence T. Sullivan,
and each of them, our true and lawful  attorneys-in-fact  and agents,  with full
power of substitution,  to sign for us in our names in the capacities  indicated
below, all amendments to this  registration  statement,  and generally to do all
things in our names and on our  behalf  in such  capacities  to enable  American
Paging,  Inc. to comply with the  provisions of the  Securities  Act of 1933, as
amended,  and all  requirements  of the  Securities  and Exchange  Commission in
connection with this registration statement.

     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 2nd day of May, 1997.



/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 Director
Terrence T. Sullivan                    

/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/ Dennis M. Beste                   Vice President - Finance and Treasurer
------------------------------        (Chief Financial Officer)
Dennis M. Beste

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

<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 & Co.

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

24.1      Powers of Attorney (included on signature page)

99.1      American Paging, Inc. Compensation Plan for Non-Employee Directors
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED 5/2/97 FOR NON EMP DIR COMP PLAN", "secsgml_size_bytes": 19966}]
{"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": "333-26431", "film-number": "97594796"}, "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 May 2, 1997

                                                    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 Identification No.)
of incorporation or organization)

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

                              American Paging, Inc.
                  Compensation Plan for Non-Employee Directors
                            (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,        50,000    
$1.00 par value     shares(2)       $3.53          $176,500         $100
===============    ==========    ============    ============   ============

(1)  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.

(2)  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 May 1,
     1997, pursuant to Rule 457(h) under the Securities Act of 1933.

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

     2.   The Company's  Annual Report on Form 10-K for the year ended
          December 31, 1996.

     3.   All other reports filed by the Company  pursuant to Sections  13(a) or
          15(d) of the Exchange Act since December 31, 1996.

          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.

     Certain legal matters relating to the securities  registered hereby will be
addressed by Sidley & Austin, One First National Plaza, Chicago, Illinois 60603.
The Company is controlled by Telephone and Data Systems, Inc. ("TDS"),  which 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.

     Section 145 of the Delaware  General  Corporation  Law ("DGCL")  empowers a
Delaware  corporation  to indemnify any persons who are, or are threatened to be
made,  parties to any  threatened,  pending or completed  legal action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  that such  officer or  director  acted in good faith in a
manner he reasonably  believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the  corporation  under the same  conditions,
except that no  indemnification  is permitted  without judicial  approval if the
officer  or  director  is  adjudged  to be  liable  to  the  corporation  in the
performance  of his duty.  Where an officer or  director  is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director actually and reasonably incurred.  Article XI of the Company's Restated
Certificate  of  Incorporation  provides for the  indemnification  of directors,
officers and employees of the Company within the limitations of Section 145.

     In accordance  with Section  102(b)(7) of the DGCL, the Company's  Restated
Certificate of  Incorporation  provides that  directors  shall not be personally
liable for monetary  damages for breaches of their  fiduciary  duty as directors
except  for  (i)  breaches  of  their  duty of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the DGCL  (unlawful  payment of dividends or unlawful stock
purchases or redemptions) or (iv)  transactions from which a director derives an
improper  personal  benefit.  The effect of the  provision is to  eliminate  the
personal  liability of directors  for monetary  damages for actions  involving a
breach of their  fiduciary duty of care,  including any actions  involving gross
negligence.

     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.  Such  policies  provide
coverage  to  certain  situations  where the  Company  cannot  directly  provide
indemnification under DGCL.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

                                       -3-
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.
               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;

          (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;

          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 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 other-

                                       -4-
wise,  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 2nd day of May,
1997.

                                    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 2nd day of May, 1997.

                        POWER OF ATTORNEY AND SIGNATURES

     The  undersigned  officers and directors of American  Paging,  Inc.  hereby
severally constitute and appoint LeRoy T. Carlson, Jr. and Terrence T. Sullivan,
and each of them, our true and lawful  attorneys-in-fact  and agents,  with full
power of substitution,  to sign for us in our names in the capacities  indicated
below, all amendments to this  registration  statement,  and generally to do all
things in our names and on our  behalf  in such  capacities  to enable  American
Paging,  Inc. to comply with the  provisions of the  Securities  Act of 1933, as
amended,  and all  requirements  of the  Securities  and Exchange  Commission in
connection with this registration statement.

     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 2nd day of May, 1997.

/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 Director
Terrence T. Sullivan                    

/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/ Dennis M. Beste                   Vice President - Finance and Treasurer
------------------------------        (Chief Financial Officer)
Dennis M. Beste

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

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

24.1      Powers of Attorney (included on signature page)

99.1      American Paging, Inc. Compensation Plan for Non-Employee Directors