As filed with the Securities and Exchange Commission on July 12, 1999
                                                       Registration No. 33-76650
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------
                           AMENDMENT NO. 1 TO 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.)

             14911 Quorum Drive
               Dallas, Texas                                        75240
(Address of principal executive offices)                         (Zip Code)

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


                         PAGENET EMPLOYEES SAVINGS PLAN
                            (Full title of the plan)

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


                                                                   Copy to:
            John P. Frazee, Jr.                              Ruth Williams, Esq.
                Chairman                                   Senior Vice President
      and Chief Executive Officer                           and General Counsel
          Paging Network, Inc.                              Paging Network, Inc.
          14911 Quorum Drive                                 14911 Quorum Drive
         Dallas, Texas 75240                                 Dallas, Texas 75240
            (972) 801-8000                                     (972) 801-8000
  (Name, address and telephone number
including area code of agent for service)

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








<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                  (1) The Registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 31, 1998;

                  (2) The Registrant's  Quarterly Report on Form 10-Q filed with
         the Commission for the three months ended March 31, 1999;

                  (3) The  Plan's  Annual  Report  on Form 11-K  filed  with the
         Commission for the plan year ended December 31, 1998,

                  (4) The  description of the Common Stock of the Registrant set
         forth  in the  Registration  Statement  on  Form  8-A  filed  with  the
         Commission pursuant to Section 12(g) of the Securities Exchange Act, as
         amended (the "Exchange  Act"),  including any amendment or report filed
         for the purpose of updating such description; and

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this  registration  statement  shall be deemed to be  incorporated  herein by
reference and to be a part hereof from the date of the filing of such  documents
until such time as there shall have been filed a  post-effective  amendment that
indicates that all securities  offered hereby have been sold or that deregisters
all securities remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.


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


                                      II-1

<PAGE>
Item 6.  Indemnification of Directors and Officers.

         The Restated  Certificate of Incorporation  of the Registrant  provides
that the  Registrant  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,  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  Registrant,  or is or was
serving at the request of the Registrant as a director, officer, employee or the
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 attorney's fees, judgements, 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  Registrant  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
Registrant.

         The Registrant's Certificate of Incorporation also limits the liability
of directors,  providing that no director of the Registrant  shall be personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary  duty as a director.  Such  limitation of liability does not extend to
liability (i) for any breach of the director's duty loyalty to the Registrant or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the  Delaware  General  Corporation  Law,  relating to  prohibited  dividends or
distributions  or the  repurchase  or  redemption  of  stock,  or  (iv)  for any
transaction from which the director derives an improper personal benefit.

         The Registrant's Bylaws provide for indemnification as follows:

                                   "ARTICLE VI

                     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.

         Section 2. The  Corporation  shall indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action,  suit or proceeding 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 director  or officer of another  Corporation,  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection  with defense or settlement of such action or suit if he or she acted
in good  faith and in a manner  he or she  reasonably  believed  to be in or not
opposed  to  the  best   interest  of  the   Corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless  and only to the extent  that the court in which such  action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to 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.

                                      II-2
<PAGE>
         Section 4. Any  indemnification  under Sections I 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, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

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

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

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

         Section  8.  For  purposes  of  this  Article  VI,  references  to 'the
Corporation'  shall  include,  in addition  to the  resulting  Corporation,  any
constituent Corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors and officers so that any
person who is or was a director or officer of such constituent  Corporation,  or
is or was serving at the request of such  constituent  Corporation as a director
or officer of another  Corporation  shall stand in the same  position  under the
provisions  of this  Article  VI with  respect  to the  resulting  or  surviving
Corporation as he or she would have with respect to such constituent Corporation
if its separate existence had continued.

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

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

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

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he or
she is or  was a  director,  officer,  employee  or  agent  of any  corporation,
partnership,  joint  venture,  trust or other  enterprise,  against  any and all
expenses,  judgments,  fines  and  amounts  paid in  settlement  and  reasonably
incurred in  connection  with such  action,  suit or  proceedings.  The power to
indemnify  applies only if such person acted in good faith and in a manner he or
she reasonably  believed to be in the best interest,  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.

                                      II-3
<PAGE>
         The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall  be made  in the  event  of any  adjudication  unless  the  court,  in its
discretion,  believes that in the light of all the circumstances indemnification
should apply.

         To the extent any of the  persons  referred  to in the two  immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

         The Registrant has entered into Indemnification Agreements with each of
its directors  and the officers  subject to Section 16 of the Exchange Act. Each
Indemnification  Agreement  provides  for  indemnification  of  directors of the
Registrant  to the fullest  extent  permitted  by law and  additionally  permits
advancing attorney's fees and all other costs, expenses, fees, fines and losses,
paid or incurred by a director or officer in connection with the  investigation,
defense or other participation in any event or occurrence that is related to the
fact that the  director  or  officer  is or was a  director  or  officer  of the
Registrant  or is serving  at the  request of the  Registrant  as a director  or
officer in another  corporation,  partnership,  joint venture,  employee benefit
plan, trust or other  enterprise,  or by reason of any action taken or not taken
by the director or officer in any such  capacity.  The foregoing  provisions are
subject to the condition that the  Registrant's  Board of Directors or any other
person or body appointed by the Board who is not a party to the particular claim
for which the director or officer is seeking  indemnification has not determined
that the  indemnification  would not be  permitted  under  applicable  law.  The
Indemnification  Agreements  further  provide  that in the  event of a change in
control of the Registrant,  then with respect to all matters arising  concerning
the rights of directors to indemnification,  such decisions will be made only by
independent  legal  counsel  selected  by  the  director  and  approved  by  the
Registrant.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The  following  documents are filed as a part of this regis-
                  tration statement.

         Exhibit           Description of Exhibit
         -------           ----------------------

        4.1       Restated  Certificate of Incorporation  of the Registrant,  as
                  amended  and  filed  as  Exhibit   3.1  to  the   Registrant's
                  Registration   Statement  on  Form  S-1  (No.   33-46483)  and
                  incorporated herein by reference.

        4.2       Amended and Restated  Bylaws of the  Registrant  as adopted by
                  the  Board of  Directors  of the  Registrant  effective  as of
                  December  16,  1998 filed as Exhibit  3.3 to the  Registrant's
                  Annual  Report on Form 10-K (No.  0-19494)  for the year ended
                  December 31, 1998 and incorporated herein by reference.

       *4.3       PageNet Employees  Savings Plan,  effective as  of  January 1,
                  1993.

       *4.4       PageNet Employees Savings Plan Trust Agreement, effective as
                  of January 1, 1993.

        4.5       PageNet Employees Savings Plan as Amended and Restated effect-
                  ive January 1, 1997.

        4.6       First Amendment to PageNet  Employees  Savings Plan as Amended
                  and Restated  effective January 1, 1997,  effective January 1,
                  1998.

        4.7       Second Amendment to PageNet  Employees Savings Plan as Amended
                  and  Restated  effective  January 1, 1997,  effective  May 24,
                  1998.

        4.8       Third Amendment to PageNet  Employees  Savings Plan as Amended
                  and  Restated  effective  January  1,  1997,  effective  as of
                  October 10, 1998.

        4.9       Fourth Amendment to PageNet  Employees Savings Plan as Amended
                  and  Restated  effective  January  1,  1997,  effective  as of
                  January 1, 1999.

                                      II-4
<PAGE>



        4.10      Fifth Amendment to PageNet  Employees  Savings Plan as Amended
                  and  Restated  effective  January  1,  1997,  effective  as of
                  January 1, 1999.

        4.11      Sixth Amendment to PageNet  Employees  Savings Plan as Amended
                  and  Restated  effective  January  1,  1997,  effective  as of
                  January 1, 1999.

       23.1       Consent of Ernst & Young LLP

       24.1       Power of Attorney (included in the signature page of this
                  Registration Statement)

*        Previously filed

         (b) The Registrant hereby  undertakes to submit, or has submitted,  the
Plan and any amendments  thereto to the Internal  Revenue  Service  ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.


Item 9.  Undertakings.

         A.       The 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, 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; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The Registrant  hereby  undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant'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  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.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act 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  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 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  of 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.




                                      II-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
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 Dallas, Texas, on June 30, 1999.

                              PAGING NETWORK, INC.


                              By:   /s/ John P. Frazee, Jr.
                                    --------------------------------------------
                                    John P. Frazee, Jr.
                                    Chairman of the Board of Directors and Chief
                                    Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints John P. Frazee, Jr. and Ruth Williams and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same with all  exhibits,  thereto,  and all  documents in connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  each  of  said   attorneys-in-fact   and  agents  or  his
substitutes, may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

           Signature                                          Capacity                                     Date
           ---------                                          --------                                     ----
<S>                                   <C>                                                             <C>
/s/ John P. Frazee, Jr.               Chairman and Chief Executive Officer                            June 30, 1999
-------------------------------       (Principal Executive Officer)
John P. Frazee, Jr.

/s/ Julian Castelli                   Senior Vice President and Chief Financial Officer               June 30, 1999
-------------------------------       (Principal Financial Officer)
Julian Castelli

                                      Director                                                        June ___, 1999
-------------------------------
Jeffrey M. Cunningham

/s/ Robert J. Miller                  Director                                                        June 30, 1999
-------------------------------
Robert J. Miller

/s/ Carl D. Thoma                     Director                                                        June 30, 1999
-------------------------------
Carl D. Thoma

/s/ Richard C. Alberding              Director                                                        June 30, 1999
-------------------------------
Richard C. Alberding

                                      Director                                                        June ___, 1999
-------------------------------
Hermann Buerger





<PAGE>




                                      Director                                                        June ___, 1999
-------------------------------
Gary J. Fernandes

/s/ John P. Frazee, Jr.               Director                                                        June 30, 1999
-------------------------------
John P. Frazee, Jr.

/s/ John S. Llewelyn, Jr.             Director                                                        June 30, 1999
-------------------------------
John S. Llewelyn, Jr.

/s/ Lee M. Mitchell                   Director                                                        June 30, 1999
-------------------------------
Lee M. Mitchell

</TABLE>



<PAGE>



         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
as amended, the Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on June 30, 1999.


                    PAGENET EMPLOYEE SAVINGS PLAN (the Plan)

                    By:      Paging Network, Inc.

                             By:      /s/ Ruth Williams
                                      ------------------------------------------
                             Name:    Ruth Williams, Senior Vice President and
                                      General Counsel





<PAGE>

<TABLE>
<CAPTION>


                                  EXHIBIT INDEX



                                                                                                         Sequential
   Exhibit                                                                                                  Page
    Number                                       Document Description                                      Number
   -------                                       --------------------                                    ----------
<S>             <C>                                                                                        <C>

     4.5        PageNet Employee Savings Plan as Amended and Restated  effective
                as of January 1, 1997.

     4.6        First Amendment to PageNet Employees Savings Plan as Amended and
                Restated effective January 1, 1997, effective January 1, 1998.

     4.7        Second  Amendment to PageNet  Employees  Savings Plan as Amended
                and Restated effective January 1, 1997, effective May 24, 1998.

     4.8        Third Amendment to PageNet Employees Savings Plan as Amended and
                Restated effective January 1, 1997,  effective as of October 10,
                1998.

     4.9        Fourth  Amendment to PageNet  Employees  Savings Plan as Amended
                and Restated effective January 1, 1997,  effective as of January
                1, 1999.

     4.10       Fifth Amendment to PageNet Employees Savings Plan as Amended and
                Restated  effective January 1, 1997,  effective as of January 1,
                1999.

     4.11       Sixth Amendment to PageNet Employees Savings Plan as Amended and
                Restated  effective January 1, 1997,  effective as of January 1,
                1999.

     23.1       Consent of Ernst & Young LLP

     24.1       Power of Attorney (included on the signature page of this Regis-
                tration Statement)



</TABLE>
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As filed with the Securities and Exchange Commission on July 12, 1999
                                                       Registration No. 33-76650
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------
                           AMENDMENT NO. 1 TO 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.)

             14911 Quorum Drive
               Dallas, Texas                                        75240
(Address of principal executive offices)                         (Zip Code)

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

                         PAGENET EMPLOYEES SAVINGS PLAN
                            (Full title of the plan)

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

                                                                   Copy to:
            John P. Frazee, Jr.                              Ruth Williams, Esq.
                Chairman                                   Senior Vice President
      and Chief Executive Officer                           and General Counsel
          Paging Network, Inc.                              Paging Network, Inc.
          14911 Quorum Drive                                 14911 Quorum Drive
         Dallas, Texas 75240                                 Dallas, Texas 75240
            (972) 801-8000                                     (972) 801-8000
  (Name, address and telephone number
including area code of agent for service)

                     ---------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                  (1) The Registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 31, 1998;

                  (2) The Registrant's  Quarterly Report on Form 10-Q filed with
         the Commission for the three months ended March 31, 1999;

                  (3) The  Plan's  Annual  Report  on Form 11-K  filed  with the
         Commission for the plan year ended December 31, 1998,

                  (4) The  description of the Common Stock of the Registrant set
         forth  in the  Registration  Statement  on  Form  8-A  filed  with  the
         Commission pursuant to Section 12(g) of the Securities Exchange Act, as
         amended (the "Exchange  Act"),  including any amendment or report filed
         for the purpose of updating such description; and

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this  registration  statement  shall be deemed to be  incorporated  herein by
reference and to be a part hereof from the date of the filing of such  documents
until such time as there shall have been filed a  post-effective  amendment that
indicates that all securities  offered hereby have been sold or that deregisters
all securities remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

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

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         The Restated  Certificate of Incorporation  of the Registrant  provides
that the  Registrant  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,  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  Registrant,  or is or was
serving at the request of the Registrant as a director, officer, employee or the
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 attorney's fees, judgements, 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  Registrant  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
Registrant.

         The Registrant's Certificate of Incorporation also limits the liability
of directors,  providing that no director of the Registrant  shall be personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary  duty as a director.  Such  limitation of liability does not extend to
liability (i) for any breach of the director's duty loyalty to the Registrant or
its stockholders,  (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the  Delaware  General  Corporation  Law,  relating to  prohibited  dividends or
distributions  or the  repurchase  or  redemption  of  stock,  or  (iv)  for any
transaction from which the director derives an improper personal benefit.

         The Registrant's Bylaws provide for indemnification as follows:

                                   "ARTICLE VI

                     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.

         Section 2. The  Corporation  shall indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action,  suit or proceeding 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 director  or officer of another  Corporation,  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection  with defense or settlement of such action or suit if he or she acted
in good  faith and in a manner  he or she  reasonably  believed  to be in or not
opposed  to  the  best   interest  of  the   Corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless  and only to the extent  that the court in which such  action or suit was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and  reasonably  entitled to 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.

                                      II-2
Section 4. Any  indemnification  under Sections I 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, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

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

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

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

         Section  8.  For  purposes  of  this  Article  VI,  references  to 'the
Corporation'  shall  include,  in addition  to the  resulting  Corporation,  any
constituent Corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors and officers so that any
person who is or was a director or officer of such constituent  Corporation,  or
is or was serving at the request of such  constituent  Corporation as a director
or officer of another  Corporation  shall stand in the same  position  under the
provisions  of this  Article  VI with  respect  to the  resulting  or  surviving
Corporation as he or she would have with respect to such constituent Corporation
if its separate existence had continued.

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

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

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

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he or
she is or  was a  director,  officer,  employee  or  agent  of any  corporation,
partnership,  joint  venture,  trust or other  enterprise,  against  any and all
expenses,  judgments,  fines  and  amounts  paid in  settlement  and  reasonably
incurred in  connection  with such  action,  suit or  proceedings.  The power to
indemnify  applies only if such person acted in good faith and in a manner he or
she reasonably  believed to be in the best interest,  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.

                                      II-3
The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall  be made  in the  event  of any  adjudication  unless  the  court,  in its
discretion,  believes that in the light of all the circumstances indemnification
should apply.

         To the extent any of the  persons  referred  to in the two  immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

         The Registrant has entered into Indemnification Agreements with each of
its directors  and the officers  subject to Section 16 of the Exchange Act. Each
Indemnification  Agreement  provides  for  indemnification  of  directors of the
Registrant  to the fullest  extent  permitted  by law and  additionally  permits
advancing attorney's fees and all other costs, expenses, fees, fines and losses,
paid or incurred by a director or officer in connection with the  investigation,
defense or other participation in any event or occurrence that is related to the
fact that the  director  or  officer  is or was a  director  or  officer  of the
Registrant  or is serving  at the  request of the  Registrant  as a director  or
officer in another  corporation,  partnership,  joint venture,  employee benefit
plan, trust or other  enterprise,  or by reason of any action taken or not taken
by the director or officer in any such  capacity.  The foregoing  provisions are
subject to the condition that the  Registrant's  Board of Directors or any other
person or body appointed by the Board who is not a party to the particular claim
for which the director or officer is seeking  indemnification has not determined
that the  indemnification  would not be  permitted  under  applicable  law.  The
Indemnification  Agreements  further  provide  that in the  event of a change in
control of the Registrant,  then with respect to all matters arising  concerning
the rights of directors to indemnification,  such decisions will be made only by
independent  legal  counsel  selected  by  the  director  and  approved  by  the
Registrant.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The  following  documents are filed as a part of this regis-
                  tration statement.

         Exhibit           Description of Exhibit
         -------           ----------------------

        4.1       Restated  Certificate of Incorporation  of the Registrant,  as
                  amended  and  filed  as  Exhibit   3.1  to  the   Registrant's
                  Registration   Statement  on  Form  S-1  (No.   33-46483)  and
                  incorporated herein by reference.

        4.2       Amended and Restated  Bylaws of the  Registrant  as adopted by
                  the  Board of  Directors  of the  Registrant  effective  as of
                  December  16,  1998 filed as Exhibit  3.3 to the  Registrant's
                  Annual  Report on Form 10-K (No.  0-19494)  for the year ended
                  December 31, 1998 and incorporated herein by reference.

       *4.3       PageNet Employees  Savings Plan,  effective as  of  January 1,
                  1993.

       *4.4       PageNet Employees Savings Plan Trust Agreement, effective as
                  of January 1, 1993.

        4.5       PageNet Employees Savings Plan as Amended and Restated effect-
                  ive January 1, 1997.

        4.6       First Amendment to PageNet  Employees  Savings Plan as Amended
                  and Restated  effective January 1, 1997,  effective January 1,
                  1998.

        4.7       Second Amendment to PageNet  Employees Savings Plan as Amended
                  and  Restated  effective  January 1, 1997,  effective  May 24,
                  1998.

        4.8       Third Amendment to PageNet  Employees  Savings Plan as Amended
                  and  Restated  effective  January  1,  1997,  effective  as of
                  October 10, 1998.

        4.9       Fourth Amendment to PageNet  Employees Savings Plan as Amended
                  and  Restated  effective  January  1,  1997,  effective  as of
                  January 1, 1999.

                                      II-4
4.10      Fifth Amendment to PageNet  Employees  Savings Plan as Amended
                  and  Restated  effective  January  1,  1997,  effective  as of
                  January 1, 1999.

        4.11      Sixth Amendment to PageNet  Employees  Savings Plan as Amended
                  and  Restated  effective  January  1,  1997,  effective  as of
                  January 1, 1999.

       23.1       Consent of Ernst & Young LLP

       24.1       Power of Attorney (included in the signature page of this
                  Registration Statement)

*        Previously filed

         (b) The Registrant hereby  undertakes to submit, or has submitted,  the
Plan and any amendments  thereto to the Internal  Revenue  Service  ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.

Item 9.  Undertakings.

         A.       The 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, 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; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The Registrant  hereby  undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant'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  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.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act 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  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 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  of 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.

                                      II-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
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 Dallas, Texas, on June 30, 1999.

                              PAGING NETWORK, INC.

                              By:   /s/ John P. Frazee, Jr.
                                    --------------------------------------------
                                    John P. Frazee, Jr.
                                    Chairman of the Board of Directors and Chief
                                    Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below constitutes and appoints John P. Frazee, Jr. and Ruth Williams and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same with all  exhibits,  thereto,  and all  documents in connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  each  of  said   attorneys-in-fact   and  agents  or  his
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                          Capacity                                     Date
           ---------                                          --------                                     ----
/s/ John P. Frazee, Jr.               Chairman and Chief Executive Officer                            June 30, 1999
-------------------------------       (Principal Executive Officer)
John P. Frazee, Jr.

/s/ Julian Castelli                   Senior Vice President and Chief Financial Officer               June 30, 1999
-------------------------------       (Principal Financial Officer)
Julian Castelli

                                      Director                                                        June ___, 1999
-------------------------------
Jeffrey M. Cunningham

/s/ Robert J. Miller                  Director                                                        June 30, 1999
-------------------------------
Robert J. Miller

/s/ Carl D. Thoma                     Director                                                        June 30, 1999
-------------------------------
Carl D. Thoma

/s/ Richard C. Alberding              Director                                                        June 30, 1999
-------------------------------
Richard C. Alberding

                                      Director                                                        June ___, 1999
-------------------------------
Hermann Buerger
Director                                                        June ___, 1999
-------------------------------
Gary J. Fernandes

/s/ John P. Frazee, Jr.               Director                                                        June 30, 1999
-------------------------------
John P. Frazee, Jr.

/s/ John S. Llewelyn, Jr.             Director                                                        June 30, 1999
-------------------------------
John S. Llewelyn, Jr.

/s/ Lee M. Mitchell                   Director                                                        June 30, 1999
-------------------------------
Lee M. Mitchell
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
as amended, the Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on June 30, 1999.

                    PAGENET EMPLOYEE SAVINGS PLAN (the Plan)

                    By:      Paging Network, Inc.

                             By:      /s/ Ruth Williams
                                      ------------------------------------------
                             Name:    Ruth Williams, Senior Vice President and
                                      General Counsel
EXHIBIT INDEX

                                                                                                         Sequential
   Exhibit                                                                                                  Page
    Number                                       Document Description                                      Number
   -------                                       --------------------                                    ----------
4.5        PageNet Employee Savings Plan as Amended and Restated  effective
                as of January 1, 1997.

     4.6        First Amendment to PageNet Employees Savings Plan as Amended and
                Restated effective January 1, 1997, effective January 1, 1998.

     4.7        Second  Amendment to PageNet  Employees  Savings Plan as Amended
                and Restated effective January 1, 1997, effective May 24, 1998.

     4.8        Third Amendment to PageNet Employees Savings Plan as Amended and
                Restated effective January 1, 1997,  effective as of October 10,
                1998.

     4.9        Fourth  Amendment to PageNet  Employees  Savings Plan as Amended
                and Restated effective January 1, 1997,  effective as of January
                1, 1999.

     4.10       Fifth Amendment to PageNet Employees Savings Plan as Amended and
                Restated  effective January 1, 1997,  effective as of January 1,
                1999.

     4.11       Sixth Amendment to PageNet Employees Savings Plan as Amended and
                Restated  effective January 1, 1997,  effective as of January 1,
                1999.

     23.1       Consent of Ernst & Young LLP

     24.1       Power of Attorney (included on the signature page of this Regis-
                tration Statement)