<PAGE>   1

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
                                    FORM 10-Q

     [X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                                       OR

     [ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                FOR THE TRANSITION PERIOD FROM        TO        .
                                               -------  --------

                           COMMISSION FILE NO. 0-19494


                              PAGING NETWORK, INC.
             (Exact name of the Registrant as specified in charter)


                DELAWARE                              04-2740516
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)               Identification Number)


                          14911 QUORUM DRIVE, SUITE 600
                               DALLAS, TEXAS 75240
          (Address of principal executive offices, including zip code)

                                 (972) 801-8000
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

              Yes  X                                  No
                  ---                                   ---

      Indicate the number of shares outstanding of each of the Registrant's
classes of Common Stock, as of the latest practicable date.


            Title                  Shares Outstanding as of July 31, 1998
-----------------------------      --------------------------------------
Common Stock, $ .01 par value                   103,549,022


     The Company's Common Stock is publicly traded on the Nasdaq Stock Market
under the symbol "PAGE".

================================================================================

<PAGE>   2


                         PART I - FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>


                          Index to Financial Statements

                                                                                         PAGE
                                                                                         ----
<S>                                                                                      <C>
Paging Network, Inc. Consolidated Balance Sheets as of
     December 31, 1997 and June 30, 1998 (Unaudited).................................      3

Paging Network, Inc. Consolidated Statements of Operations
     for the Three and Six Months Ended June 30, 1997 and 1998 (Unaudited)...........      4

Paging Network, Inc. Consolidated Statements of Cash Flows
     for the Six Months Ended June 30, 1997 and 1998 (Unaudited).....................      5

Paging Network, Inc. Notes to Consolidated Financial Statements......................      6
</TABLE>


















                                       2








<PAGE>   3



                              PAGING NETWORK, INC.
                          CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share information)
                                  (Unaudited)

<TABLE>
<CAPTION>


                                                                                     DECEMBER 31,             JUNE 30,
                                                                                         1997                   1998
                                                                                    -------------           ------------     
<S>                                                                                 <C>                     <C>        
ASSETS

Current assets:                                                                                                              
     Cash and cash equivalents..................................................    $       2,924           $     14,405
     Accounts receivable, less allowance for doubtful                                                                        
          accounts..............................................................           63,288                 57,295     
     Inventories................................................................           24,114                 21,648     
     Prepaid expenses and other assets..........................................           14,888                 24,161     
                                                                                    -------------           ------------     
          Total current assets..................................................          105,214                117,509     
                                                                                                                             
                                                                                        
Property, equipment, and leasehold improvements, at cost........................        1,387,560              1,300,159     
     Less accumulated depreciation..............................................         (469,526)              (487,801)  
                                                                                    -------------           ------------     
          Net property, equipment, and leasehold improvements...................          918,034                812,358  
                                                                                                                             
Other non-current assets, at cost..............................................           659,661                679,118     
     Less accumulated amortization..............................................          (85,676)              (102,125)    
                                                                                    -------------           ------------     
          Net other non-current assets..........................................          573,985                576,993
                                                                                    -------------           ------------     
                                                                                    $   1,597,233           $  1,506,860     
                                                                                    =============           ============     
                                                                                         
                                                                                                                             
LIABILITIES AND SHAREOWNERS' DEFICIT                                                                                         
                                                                                                                             
Current liabilities:                                                                                                         
     Accounts payable...........................................................    $      42,640           $     31,194     
     Accrued interest...........................................................           40,085                 41,609     
     Accrued expenses...........................................................           36,854                 42,008     
     Accrued restructuring costs, current portion...............................               --                 17,691
     Customer deposits..........................................................           24,460                 23,802 
     Deferred revenue...........................................................           11,634                 15,776 
                                                                                    -------------           ------------     
          Total current liabilities.............................................          155,673                172,080
                                                                                    -------------           ------------

Long-term obligations...........................................................        1,779,491              1,757,704    

Accrued restructuring costs, non-current portion................................               --                 12,961

Minority interest...............................................................               --                  1,648

Commitments and contingencies...................................................               --                     --

Shareowners' deficit:      
     Common Stock - $.01 par, authorized 250,000,000 shares; 102,659,915 and   
          103,549,022 shares issued and outstanding                                                            
          at  December 31, 1997 and  June 30, 1998, respectively................            1,027                  1,035     
     Paid-in capital............................................................          124,908                132,179    
     Accumulated deficit........................................................         (464,774)              (572,765)
     Other comprehensive income.................................................              908                  2,018
                                                                                    -------------           ------------
          Total shareowners' deficit............................................         (337,931)              (437,533)
                                                                                    -------------           ------------      
                                                                                    $   1,597,233           $  1,506,860     
                                                                                    =============           ============     
                                                                                    
</TABLE>

                             See accompanying notes


                                       3
<PAGE>   4

                              PAGING NETWORK, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except share information)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                  THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                                        JUNE 30,                           JUNE 30,
                                                            ------------------------------      ------------------------------
                                                                1997              1998              1997              1998
                                                            ------------      ------------      ------------      ------------
<S>                                                         <C>               <C>               <C>               <C>         

Services, rent and maintenance revenues ...............     $    199,584      $    235,172      $    388,464      $    465,033
Product sales .........................................           33,666            29,329            70,034            55,218
                                                            ------------      ------------      ------------      ------------
     Total revenues ...................................          233,250           264,501           458,498           520,251
Cost of products sold .................................          (28,805)          (23,161)          (60,162)          (44,264)
                                                            ------------      ------------      ------------      ------------
                                                                 204,445           241,340           398,336           475,987
Operating expenses:
     Services, rent and maintenance ...................           41,320            53,545            82,262           105,368
     Selling ..........................................           25,427            23,546            53,698            45,036
     General and administrative .......................           62,318            74,153           122,716           144,224
     Depreciation and amortization ....................           69,260            70,293           133,728           144,161
     Restructuring charge .............................               --                --                --            74,000
                                                            ------------      ------------      ------------      ------------
          Total operating expenses ....................          198,325           221,537           392,404           512,789
                                                            ------------      ------------      ------------      ------------

Operating  income (loss) ..............................            6,120            19,803             5,932           (36,802)

Other income (expense):
     Interest expense .................................          (38,626)          (36,753)          (76,452)          (73,531)
     Interest income ..................................              906               518             1,898             1,030
     Minority interest ................................               21               813                46             1,312
     Equity in loss of an unconsolidated subsidiary ...             (384)               --              (701)               --
                                                            ------------      ------------      ------------      ------------
          Total other income (expense) ................          (38,083)          (35,422)          (75,209)          (71,189)
                                                            ------------      ------------      ------------      ------------
                                                                                                                       

Loss before extraordinary item ........................          (31,963)          (15,619)          (69,277)         (107,991)
Extraordinary loss ....................................          (15,544)               --           (15,544)               --
                                                            ------------      ------------      ------------      ------------

Net loss ..............................................     $    (47,507)     $    (15,619)     $    (84,821)     $   (107,991)
                                                            ============      ============      ============      ============

Net loss per share (basic and diluted):
Loss before extraordinary item ........................     $      (0.31)     $      (0.15)     $      (0.68)     $      (1.05)
Extraordinary loss ....................................            (0.15)               --             (0.15)               --
                                                            ------------      ------------      ------------      ------------

Net loss per share ....................................     $      (0.46)     $      (0.15)     $      (0.83)     $      (1.05)
                                                            ============      ============      ============      ============ 
                                                                   


</TABLE>


                             See accompanying notes






                                       4
<PAGE>   5



                              PAGING NETWORK, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                                                             SIX MONTHS ENDED
                                                                                                 JUNE 30,
                                                                                     ------------------------------
                                                                                         1997              1998
                                                                                     ------------      ------------
<S>                                                                                  <C>               <C>          
Operating activities:
     Net loss ..................................................................     $    (84,821)     $   (107,991)
          Adjustments to reconcile net loss to net cash provided by operating
           activities:
                 Restructuring charge ..........................................               --            74,000
                 Extraordinary loss ............................................           15,544                --
                 Depreciation ..................................................          120,953           130,146
                 Amortization ..................................................           12,775            14,015
                 Provision for doubtful accounts ...............................            8,933             9,201
                 Amortization of debt issuance costs ...........................            4,330             2,215
                 Minority interest .............................................              (46)           (1,312)
                 Other .........................................................              701             2,313

     Changes in operating assets and liabilities:
                 Accounts receivable ...........................................          (23,411)           (3,201)
                 Inventories ...................................................          (11,520)            3,080
                 Prepaid expenses and other assets .............................           (5,953)              147
                 Accounts payable ..............................................            9,634           (13,658)
                 Accrued expenses and accrued interest .........................            7,809             6,919
                 Accrued restructuring costs ...................................               --            (1,335)
                 Customer deposits and deferred revenue ........................            7,308             3,484
                                                                                     ------------      ------------
Net cash provided by operating activities ......................................           62,236           118,023
                                                                                     ------------      ------------

Investing activities:
     Capital expenditures ......................................................         (209,110)          (87,726)
     Payments for spectrum licenses ............................................          (66,905)           (4,524)
     Business acquisitions and joint venture investments .......................           (4,806)           (3,500)
     Restricted cash invested in money market instruments ......................           (4,619)               --
     Other, net ................................................................          (10,234)            7,753
                                                                                     ------------      ------------
Net cash used in investing activities..........................................          (295,674)          (87,997)
                                                                                     ------------      ------------ 
                                                                                     
Financing activities:
     Borrowings of long-term obligations .......................................          443,207           123,349
     Repayments of long-term obligations .......................................               --          (148,618)
     Redemption of $200 million senior subordinated notes ......................         (211,750)               --
     Proceeds from exercise of stock options ...................................               --             6,724
     Other.....................................................................               224                --  
                                                                                     ------------      ------------
Net cash provided by financing activities ......................................          231,681           (18,545)
                                                                                     ------------      ------------

Net increase (decrease) in cash and cash equivalents ...........................           (1,757)           11,481
Cash and cash equivalents at beginning of period ...............................            3,777             2,924
                                                                                     ------------      ------------
Cash and cash equivalents at end of period .....................................     $      2,020      $     14,405
                                                                                     ============      ============
                                                                                                              

</TABLE>


                             See accompanying notes




                                       5
<PAGE>   6
                              PAGING NETWORK, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (Unaudited)


1.       THE COMPANY

                  Paging Network, Inc. (the Company) is a provider of wireless
         messaging and information delivery services. The Company provides
         service in all 50 states, the District of Columbia, the U.S. Virgin
         Islands, Puerto Rico, and Canada, including local service in all of the
         largest 100 markets (in population) in the United States, and owns
         interests in wireless messaging companies in Spain and Brazil. The
         consolidated financial statements include the accounts of all of its
         wholly and majority-owned subsidiaries. Effective January 1, 1998, the
         Company began consolidating the results of its Spanish subsidiary,
         which had previously been accounted for under the equity method of
         accounting.  All intercompany transactions have been eliminated.

2.       UNAUDITED INTERIM FINANCIAL STATEMENTS

                  The interim consolidated financial information contained
         herein is unaudited but, in the opinion of management, includes all
         adjustments, which are of a normal recurring nature, except for the
         restructuring charge discussed in Note 3 and the extraordinary loss
         recorded during the three and six months ended June 30, 1997, necessary
         for a fair presentation of the financial position, results of
         operations, and cash flows for the periods presented. These financial
         statements have been prepared in accordance with generally accepted
         accounting principles for interim financial information and the
         instructions to Form 10-Q and Article 10 of Regulation S-X.
         Accordingly, these financial statements do not include all of the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements. The balance sheet as of
         December 31, 1997, has been derived from the audited financial
         statements as of that date. Results of operations for the periods
         presented herein are not necessarily indicative of results of
         operations for the entire year. These financial statements and related
         notes should be read in conjunction with the financial statements and
         notes included in the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997. Certain 1997 amounts have been reclassified to
         conform with the 1998 presentation.

3.       RESTRUCTURING CHARGE

                 On February 8, 1998, the Company's Board of Directors approved
         a restructuring of the Company's domestic operations (the
         Restructuring). As part of the Restructuring, the Company is
         reorganizing its operations to expand its sales organization, eliminate
         local and redundant administrative operations, and consolidate certain
         key support functions. The Company expects to eliminate approximately
         1,600 positions, net of positions added, through the consolidation of
         redundant administrative operations and certain key support functions
         today located in offices throughout the country into central facilities
         (the Centers of Excellence). As a result of the Restructuring, the
         Company recorded a charge of $74.0 million, or $0.72 per share (basic
         and diluted), during the quarter ended March 31, 1998. The components
         of the charge included (in thousands):

<TABLE>
<CAPTION>

<S>                                                                               <C>        
                           Write-down of property and equipment                   $    38,900
                           Lease obligations and terminations                          18,900
                           Severance and related benefits                              12,700
                           Other                                                        3,500
                                                                                  -----------
                                Total restructuring charge                        $    74,000
                                                                                  ===========
</TABLE>





                                       6

<PAGE>   7




                 The write-down of property and equipment relates to a non-cash
         charge to reduce the carrying amount of certain machinery and
         equipment, furniture and fixtures, and leasehold improvements, that the
         Company will not continue to utilize following the Restructuring, to
         their estimated net realizable value as of the date such assets are
         projected to be disposed of or abandoned by the Company, allowing for
         the recognition of normal depreciation expense on such assets through
         their projected disposal date. The net realizable value of these assets
         was determined based on management estimates, which considered such
         factors as the nature and age of the assets to be disposed of, the
         timing of the assets' disposal, and the method and potential costs of
         the disposal. Such estimates are subject to change.

                 The provision for lease obligations and terminations relates
         primarily to future lease commitments on local and regional office
         facilities that will be closed as part of the Restructuring. The charge
         represents future lease obligations, net of projected sublease income,
         on such leases past the dates the offices will be closed by the
         Company, or, for certain leases, the cost of terminating the leases
         prior to their scheduled expiration. Projected sublease income was
         based on management estimates, which are subject to change. Cash
         payments on the leases and lease terminations will occur over the
         remaining lease terms, the majority of which expire prior to 2003.
         During the three and six months ended June 30, 1998, cash payments
         totaling approximately $0.4 million and $0.9 million, respectively,
         were made for lease termination costs and charged against accrued
         restructuring costs.

                 Through the elimination of certain local and regional
         administrative operations and the consolidation of certain support
         functions, the Company will eliminate approximately 1,600 net
         positions, the majority of which are non-sales related positions in
         local and regional offices. As a result of eliminating these positions,
         the Company will involuntarily terminate an estimated 2,150 personnel.
         All of the severance and benefits costs to be paid by the Company will
         be paid during the remainder of 1998 and in 1999.

                 The Company's restructuring activity through June 30, 1998 is
         as follows (in thousands):
<TABLE>
<CAPTION>
                                                              Utilization of Reserve
                                              Initial         ----------------------         Remaining
                                              Charge           Cash         Non-Cash          Reserve
                                             --------         -------       --------         --------
<S>                                          <C>              <C>           <C>              <C>     
         Fixed assets impairments            $ 38,900         $    --       $ 38,900         $     --
         Lease obligation costs                18,900             621             --           18,279
         Severance costs                       12,700             327             --           12,373 
         Other                                  3,500             387          3,113               --
                                             --------         -------       --------         --------
              Total                          $ 74,000         $ 1,335       $ 42,013         $ 30,652
                                             ========         =======       ========         ========
</TABLE>

4.       PROPERTY AND EQUIPMENT AND OTHER ASSETS

               Included in inventories, property and equipment, and other 
         non-current assets as of June 30, 1998, is approximately $30 million
         of assets which are attributable to the Company's VoiceNow(R) service.
         While the Company currently believes such assets are recoverable, the
         ultimate recoverability of such assets is dependent upon the economic
         viability of the VoiceNow service, which was introduced in Chicago
         during the second quarter of 1998, as well as the extent to which
         certain assets attributable to VoiceNow can be utilized for the
         Company's advanced two-way messaging network.  However, a substantial
         portion of the assets attributable to the VoiceNow service will be
         written-off as of January 1, 1999, under the provisions of Statement
         of Position 98-5 discussed below.
         





                                       7

<PAGE>   8




                 In April 1998, the Accounting Standards Executive Committee of
         the American Institute of Certified Public Accountants issued Statement
         of Position 98-5 "Reporting on the Costs of Start-Up Activities" (SOP
         98-5), effective for years beginning after December 15, 1998. SOP 98-5
         requires the expensing of all start-up costs as incurred as well as
         writing off the remaining unamortized balance of capitalized start-up
         costs at the date of adoption of SOP 98-5 as a cumulative effect of a
         change in accounting principle. Start-up activities are defined as
         those one-time activities related to opening a new facility,
         introducing a new product or service, conducting business in a new
         territory, conducting business with a new class of customer, or
         initiating a significant new process in an existing facility. The
         Company is required to adopt the provisions of SOP 98-5 effective
         January 1, 1999 and will record a charge of approximately $30 million
         to $35 million at that date, representing a cumulative effect of a
         change in accounting principle to write-off estimated unamortized
         start-up costs, including amounts attributable to VoiceNow, as of
         January 1, 1999.

5.       LONG-TERM OBLIGATIONS

                 As of June 30, 1998, the Company had $511.0 million of
         borrowings outstanding under its domestic $1.0 billion revolving credit
         agreement (the Credit Agreement).

6.       INCOME TAX PROVISION

                 No provision or benefit for income taxes has been made for the
         three and six months ended June 30, 1998 and 1997, as the deferred
         benefit from operating losses was offset by the increase in the
         valuation allowance.

7.       COMMON STOCK AND NET LOSS PER SHARE

                 Net loss per share amounts are computed based on the weighted
         average number of common shares outstanding. The number of shares used
         to compute per share amounts for the three and six months ended June
         30, 1998 were 103.4 million and 103.1 million, respectively. The number
         of shares used to compute per share amounts for the three and six
         months ended June 30, 1997 was 102.6 million. The average number of
         options to purchase shares of the Company's Common Stock during the
         three and six months ended June 30, 1998 were 7.5 million and 6.9
         million, respectively, at exercise prices ranging from $2.67 per share
         to $25.50 per share. The average number of options to purchase shares
         of the Company's Common Stock during the three and six months ended
         June 30, 1997 was 6.6 million at exercise prices ranging from $2.67 per
         share to $26.50 per share. These stock options were not included in the
         computation of diluted earnings per share because the effect of
         assuming their exercise would have been antidilutive.

                 The Company has 275.0 million authorized shares, of which 250.0
         million are Common Stock and 25.0 million are preferred stock. As of
         June 30, 1998, there were no preferred shares issued or outstanding.

                 On May 21, 1998, the Company's shareowners approved an 
         amendment to its 1991 Stock Option Plan (1991 Plan) to broaden the
         group of employees eligible to receive stock options under such plan to
         include all employees of the Company and of its subsidiaries. On May
         22, 1998, the Company granted approximately 2.1 million of options
         under the 1991 Plan to certain employees at an exercise price of $13.94
         per share, which represents the market price of the Company's common
         stock at the date of grant.






                                       8

<PAGE>   9




8.        COMPREHENSIVE LOSS

                 As of January 1, 1998, the Company adopted Statement of
         Financial Accounting Standards No. 130, "Reporting Comprehensive
         Income" (SFAS 130), which establishes new rules for the reporting and
         display of comprehensive loss and its components. SFAS 130 requires
         certain items, including foreign currency translation adjustments,
         which prior to adoption were reported separately in shareowners'
         deficit, to be included in other comprehensive income (loss). The
         adoption of SFAS 130 had no impact on the Company's net loss or
         shareowners' deficit.

                 Comprehensive loss for the three and six months ended June 30,
         1997 and 1998, is as follows (in thousands):

<TABLE>
<CAPTION>

                                   THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                   ---------------------------     -------------------------
                                       1997        1998                1997          1998      
                                    ---------    ---------         ----------     ----------   
<S>                                 <C>          <C>                <C>           <C>          
Net loss                            $ (47,507)   $ (15,619)         $ (84,821)    $ (107,991)  
Foreign currency                                                                               
  translation adjustments                 (88)       1,295                 82          1,110   
                                    ---------    ---------          ---------     ----------   
Comprehensive loss                  $ (47,595)   $ (14,324)         $ (84,739)    $ (106,881)  
                                    =========    =========          =========     ==========   
</TABLE>


9.       STATEMENT OF CASH FLOWS INFORMATION

                 Cash and cash equivalents include highly liquid debt
         instruments with an original maturity of three months or less. As of
         June 30, 1998, cash equivalents also include investments in money
         market instruments, which are carried at fair market value. Cash
         payments made for interest during the six months ended June 30, 1997
         and 1998, were approximately $77.2 million and $69.8 million,
         respectively, net of interest capitalized during the six months ended
         June 30, 1997 and 1998 of $6.0 million and $9.3 million, respectively.
         There were no significant federal or state income taxes paid or
         refunded for the six months ended June 30, 1997 and 1998.





                                       9

<PAGE>   10



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         The statements contained in this filing which are not historical facts,
including but not limited to future capital expenditures, future borrowings,
introduction of new services, impact of Year 2000 issues on the Company's
operations, anticipated costs and expenses related to, and the timetable for,
the remediation of Year 2000 issues, expected annual recurring performance
improvements and cost savings as a result of the Restructuring, and sales
productivity increases and incremental annual increases in revenues expected to
result from the Restructuring together with associated price increases, are
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements. Among the factors that could cause actual future
results to differ materially are competitive pressures, growth rates, new market
opportunities, supplier constraints, market conditions, timing and techniques
used in marketing by third parties, third party Year 2000 modification plans,
new technologies, and acceptance of the Company's services in the marketplace.

RESULTS OF OPERATIONS

         Throughout this section the Company makes reference to earnings before
interest, income taxes, depreciation, amortization, minority interest, equity in
loss of an unconsolidated subsidiary, and restructuring charge (EBITDA). EBITDA
is a key performance measure used in the wireless messaging industry and is one
of the financial measures by which the Company's covenants are calculated under
the agreements governing its debt obligations. EBITDA is not a measure defined
in generally accepted accounting principles and should not be considered in
isolation or as a substitute for measures of performance in accordance with
generally accepted accounting principles.

         The following table presents certain items in the Consolidated
Statements of Operations as a percentage of revenues from services, rent and
maintenance plus product sales less the cost of products sold (Net Revenues) for
the three and six months ended June 30, 1997 and 1998, respectively.


<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                             JUNE 30,                            JUNE 30,
                                                   ---------------------------         ---------------------------
                                                      1997              1998              1997              1998
                                                   ---------         ---------         ---------         ---------
<S>                                                <C>               <C>               <C>               <C>    
Net Revenues ...............................         100.0%            100.0%            100.0%            100.0%

Operating expenses:
     Services, rent and maintenance ........          20.2(1)           22.2(1)           20.6(1)           22.1(1)
     Selling ...............................          12.4(1)            9.8(1)           13.5(1)            9.5(1)
     General and administrative ............          30.5              30.7              30.8              30.3
     Depreciation and amortization .........          33.9(1)           29.1(1)           33.6(1)           30.3(1)
     Restructuring charge ..................            --                --                --              15.5
                                                   ---------         ---------         ---------         ---------

Operating income (loss) ....................           3.0               8.2               1.5              (7.7)

Net loss ...................................         (23.2)             (6.5)            (21.3)            (22.7)

EBITDA .....................................          36.9              37.3              35.1              38.1

EBITDA for domestic operations .............          38.1              38.6              36.3              39.3

EBITDA for core domestic operations (2) ....          39.1              40.4              38.5              40.4
</TABLE>

(1) Excluding direct costs attributable to the Company's advanced messaging
    operations (primarily VoiceNow service) which was introduced during the
    first quarter of 1997, services, rent and maintenance expenses, selling
    expenses, and depreciation and amortization expense as a percentage of Net
    Revenues were 21.9%, 9.4%, and 27.6%, respectively, for the three months
    ended June 30, 1998; 20.0%, 11.6%, and 32.6%, respectively, for the three
    months ended June 30, 1997; 21.9%, 9.2%, and 28.7%, respectively, for the
    six months ended June 30, 1998; and 20.3%, 11.7%, and 32.9%, respectively,
    for the six months ended June 30, 1997.

(2) Represents EBITDA for the Company's domestic operations, excluding its
    domestic advanced messaging operations (primarily VoiceNow service) and its
    Centers of Excellence.






                                       10



<PAGE>   11
      Net Revenues for the three- and six-month periods ended June 30, 1998,
were $241.3 million and $476.0 million, respectively, representing increases of
18.0% and 19.5% from $204.4 million and $398.3 million, respectively, for the
comparable periods ended June 30, 1997. Revenues from services, rent and
maintenance, which the Company considers its primary business, increased 17.8%
to $235.2 million for the three months ended June 30, 1998, compared to $199.6
million for the three months ended June 30, 1997. Services, rent and
maintenance revenues for the six months ended June 30, 1998 increased 19.7% to
$465.0 million, compared to $388.5 million for the six months ended June 30,
1997. These increases were due to continued growth in the number of units in
service with subscribers of the Company and increases in average revenue per
unit resulting from pricing initiatives and the introduction of new higher
revenue products. The number of units in service with subscribers at June 30,
1998 was 10,604,013, compared to 9,753,636 units in service with subscribers at
June 30, 1997, an increase of 8.7%. The Company's local and national
third-party resellers represented 77.6% and 63.2%, respectively, of the
Company's net unit additions for the three months ended June 30, 1998 and 1997,
and 64.1% and 65.7%, respectively, of the Company's net unit additions for the
six months ended June 30, 1998 and 1997. The Company has instituted certain
price increases for existing customers and has set appropriate minimum pricing
levels for new business. As a result of these initiatives, average revenue per
unit for the Company has increased during 1998. Average revenue per unit for
the Company's core domestic operations increased to $7.44 and $7.40,
respectively, for the three and six months ended June 30, 1998, compared to
$7.03 and $7.05, respectively, for the corresponding periods of 1997. The
Company is continuing to review its pricing structure along all lines of its
businesses and anticipates certain additional price increases; however, the
impact of any future actions cannot be determined at this time.

      Product sales, less cost of products sold, and the related percentage of
Net Revenues, were relatively flat for the three and six months ended June 30,
1998, compared to the same periods in 1997. Product sales, less cost of products
sold, were $6.2 million (2.6% of Net Revenues) for the second quarter of 1998,
compared to $4.9 million (2.4% of Net Revenues) for the second quarter of 1997,
and were $11.0 million (2.3% of Net Revenues) for the first six months of 1998,
compared to $9.9 million (2.5% of Net Revenues) for the first six months of
1997.

      Services, rent and maintenance expenses increased 29.6% to $53.5 million
(22.2% of Net Revenues) for the three months ended June 30, 1998, compared to
$41.3 million (20.2% of Net Revenues) for the three months ended June 30, 1997.
Services, rent and maintenance expenses increased 28.1% to $105.4 million
(22.1% of Net Revenues) for the six months ended June 30, 1998, compared to
$82.3 million (20.6% of Net Revenues) for the six months ended June 30, 1997.
The increases in services, rent and maintenance expenses and the increases as a
percentage of Net Revenues for the three and six months ended June 30, 1998
were partially attributable to an increase in telephone expenses associated
with the regulation recently enacted requiring providers of payphones be
compensated for all calls placed from payphones to toll free numbers. This
requirement increased the Company's cost of providing toll free number service
commencing in the fourth quarter of 1997. Also contributing to the increases 
were increased contracted dispatch costs related to advanced messaging units
placed in service during these time periods, expenses associated with an
increase in transmitter sites, and expenses related to the Company's Spanish
subsidiary, which had not been included in the Company's consolidated results
prior to January 1, 1998.

      Selling expenses decreased 7.4% to $23.5 million (9.8% of Net Revenues)
for the three months ended June 30, 1998, from $25.4 million (12.4% of Net
Revenues) for the three months ended June 30, 1997. Selling expenses decreased
16.1% to $45.0 million (9.5% of Net Revenues) for the six months ended June 30,
1998, from $53.7 million (13.5% of Net Revenues) for the six months ended June
30, 1997. The decreases in selling expenses and the decreases as a percentage
of Net Revenues for the three and six months ended June 30, 1998 resulted
partially from the decrease in certain marketing research, development costs,
and advertising expenses associated with the Company's advanced messaging
operations (primarily VoiceNow service), along with a lower amount of sales
commissions paid in conjunction with the decline in net additions in units in
service with subscribers of the Company for the three- and six-month periods
ended June 30, 1998, compared to the corresponding periods of 1997. Net
additions in units in service with subscribers of the Company for the three and
six months ended June 30, 1998 were 125,330 and 233,180, respectively, compared
to 621,141 and 1,165,864, respectively, for the three and six months ended June
30, 1997. The marketing research, development costs, and advertising expenses
associated with the Company's advanced messaging operations were $1.0 million
and $1.7 million (0.4% and 0.8% of Net Revenues), respectively, for the three
months ended June 30, 1998 and 1997, and $1.3 million and $7.2 million (0.3%
and 1.8% of Net Revenues), respectively, for the six months ended June 30, 1998
and 1997.



                                      11
<PAGE>   12


      General and administrative expenses increased 19.0% to $74.2 million
(30.7% of Net Revenues) for the second quarter of 1998, compared to $62.3
million (30.5% of Net Revenues) for the corresponding period of 1997. General
and administrative expenses increased 17.5% to $144.2 million (30.3% of Net
Revenues) for the first six months of 1998, compared to $122.7 million (30.8% of
Net Revenues) for the same period of 1997. The increases in general and
administrative expenses for the three and six months ended June 30, 1998 were
primarily related to expenses incurred to support the growth in the number of
units in service with subscribers of the Company and non-capitalized costs
associated with the establishment of the Company's Centers of Excellence.

      Depreciation and amortization expense increased 1.5% to $70.3 million
(29.1% of Net Revenues) for the three months ended June 30, 1998, compared to
$69.3 million (33.9% of Net Revenues) for the three months ended June 30, 1997.
Depreciation and amortization expense increased 7.8% to $144.2 million (30.3%
of Net Revenues) for the six months ended June 30, 1998, compared to $133.7
million (33.6% of Net Revenues) for the six months ended June 30, 1997. The
increases in depreciation and amortization expense for the three and six months
ended June 30, 1998 were primarily attributable to the increase in the number of
subscriber devices owned by the Company and leased to subscribers, the expansion
of the nationwide transmission networks, and the increase in computer and
wireless messaging equipment used by the Company in its operations.

      The Company recorded a restructuring charge of $74.0 million during the
quarter ended March 31, 1998, as a result of a reorganization of the
Company's administrative and certain key support functions. See further
discussion in Note 3 to the Consolidated Financial Statements.

      As a result of the above factors, EBITDA increased 19.5% to $90.1 million
(37.3% of Net Revenues) for the second quarter of 1998, compared to $75.4
million (36.9% of Net Revenues) for the corresponding period in 1997. For the
six months ended June 30, 1998, EBITDA increased 29.9% to $181.4 million (38.1%
of Net Revenues) compared to $139.7 million (35.1% of Net Revenues) for the
same period of 1997. EBITDA and EBITDA as a percentage of Net Revenues were
negatively impacted by the Company's international operations, advanced
messaging operations (primarily VoiceNow service), and the formation of the
Centers of Excellence. Excluding the Company's international operations,
advanced messaging operations, and the formation of the Centers of Excellence,
EBITDA for the Company's core domestic operations increased 20.9% to $95.9
million (40.4% of Net Revenues) for the second quarter of 1998, compared to
$79.3 million (39.1% of Net Revenues) for the second quarter of 1997. Excluding
the Company's international operations, advanced messaging operations, and the
formation of the Centers of Excellence, EBITDA for the Company's core domestic
operations increased 24.4% to $189.2 million (40.4% of Net Revenues) for the
first six months of 1998, compared to $152.1 million (38.5% of Net Revenues) for
the corresponding period of 1997.

      Interest expense, net of amounts capitalized, was relatively flat for the
three and six months ended June 30, 1998, compared to the same periods of 1997.
Interest expense, net of amounts capitalized, was $36.8 million for the second
quarter of 1998, compared to $38.6 million for the second quarter of 1997.
Interest expense, net of amounts capitalized, was $73.5 million for the first
six months of 1998, compared to $76.5 million for the corresponding period of
1997.

      On May 14, 1997, the Company redeemed all $200.0 million of its
outstanding 11.75% Senior Subordinated Notes (11.75% Notes), utilizing funds
borrowed under the Company's Credit Agreement. The Company recorded an
extraordinary loss of $15.5 million in the second quarter of 1997 on the early
retirement of the 11.75% Notes. The extraordinary loss was comprised of the
redemption premium of $11.8 million and the write-off of unamortized issuance
costs of $3.7 million.






                                       12

<PAGE>   13


LIQUIDITY AND CAPITAL RESOURCES

      The Company's operations and expansion into new markets and product lines
have required substantial capital investment for the development and
installation of wireless communications systems and for the procurement of
various types and brands of pagers (subscriber devices) and related equipment.
Furthermore, the Company is currently in the process of building an advanced
two-way wireless network over which it can deploy new enhanced messaging
services and customized wireless information. Capital expenditures (excluding
payments for spectrum licenses) for the three and six months ended June 30,
1998, were $44.5 million and $87.7 million, respectively, compared to $106.1
million and $209.1 million, respectively, for the corresponding periods of 1997.
For the first six months of 1998, capital expenditures were funded by net
cash provided by operating activities of $118.0 million.

      Capital expenditures related to the Company's core domestic operations
decreased from $61.7 million and $142.8 million, respectively, for the three and
six months ended June 30, 1997, to $23.5 million and $52.4 million,
respectively, for the three and six months ended June 30, 1998. The decreases in
core domestic capital expenditures in 1998 were primarily due to a reduction in
the Company's network-related expenditures pertaining to geographic coverage and
capacity expansion. The Company believes it offers competitive geographic
coverage and further expansion will be undertaken as it deems appropriate. The
Company has also instituted programs to utilize subscriber devices more
effectively and to more closely control subscriber device capital expenditures,
including efficiencies established in the logistics management of the subscriber
device ordering process.

      The Company's capital expenditures related to the buildout of the advanced
two-way network decreased from $42.3 million and $63.3 million, respectively,
for the three and six months ended June 30, 1997, to $7.5 million and $17.0
million, respectively, for the three and six months ended June 30, 1998. The
Company expects to expend an additional $60 million to $85 million during the
remainder of 1998 and 1999 to achieve nationwide coverage with its advanced
two-way network. Additional capital expenditures for the advanced two-way
network will be determined based on the success of new products launched on this
platform.

      The amount of capital expenditures may fluctuate from quarter to quarter
and on an annual basis due to several factors; however, the Company anticipates
the total amount of capital expenditures in 1998 (including capital expenditures
made in connection with the Company's expansion of its two-way advanced network
and to establish the Centers of Excellence in connection with the Company's
Restructuring) to be relatively consistent with the amount incurred in 1997.

      During April 1996, the Company concluded its participation in a Federal
Communications Commission auction of specialized mobile radio (SMR) frequency
licenses, and ultimately acquired rights to two to four blocks of two-way
spectrum in markets across the United States for a purchase price of $45.6
million. The Company is in the process of purchasing exclusive rights to certain
of these SMR frequencies from incumbent operators. The total cost of the
investment will be approximately $230 million (including the $45.6 million
auction purchase price), of which $109 million, $93 million, and $5 million,
respectively, was paid in 1996, 1997, and the first six months of 1998.

      Under the Credit Agreement, the Company is able to borrow, provided it
meets certain financial covenants, the lesser of $1.0 billion or an amount based
primarily upon the Company's EBITDA for the most recent quarter. As of June 30,
1998, the Company had $511.0 million of borrowings outstanding under the Credit
Agreement and, under the terms of the Credit Agreement, an additional $489.0
million was available for borrowings as of that date. As of August 3, 1998, the
Company had $539.0 million of borrowings outstanding under its Credit Agreement.
Based on current and projected levels of EBITDA, the Company expects its maximum
available borrowings under the Credit Agreement to remain at $1.0 billion until
such maximum borrowings are permanently reduced beginning on June 30, 2001. The
Credit Agreement expires on December 31, 2004.

      The two credit agreements of the Company's Canadian subsidiaries provide
for total borrowings of approximately $72 million. As of June 30, 1998,
approximately $43 million of borrowings were outstanding under the credit
facilities. Additional borrowings are available under these facilities, provided
such borrowings are either collateralized or certain





                                       13

<PAGE>   14



financial covenants are met. Maximum borrowings which may be outstanding under
the credit facilities begin reducing on March 31, 2001, and both credit
agreements expire on December 31, 2004.

      Free cash flow, defined as EBITDA after capital expenditures (excluding
payments for spectrum licenses) and debt service, for the Company's core
domestic operations was $56.4 million and $104.0 million, respectively, for the
three and six months ended June 30, 1998. Free cash flow is not a measure
defined in generally accepted accounting principles and should not be considered
in isolation or as a substitute for a measure of performance in accordance with
generally accepted accounting principles. The deficiency in free cash flow for
the Company's core domestic operations for the three and six months ended June
30, 1997 was $7.0 million and $40.6 million, respectively. Free cash flow for
the Company's consolidated operations was $9.4 million and $21.1 million,
respectively, for the three and six months ended June 30, 1998, compared to a
deficiency of $68.5 million and $144.0 million, respectively, for the same
periods of 1997. The improvements in free cash flow in 1998 were primarily the
result of a decrease in capital expenditures and an increase in EBITDA in the
Company's core domestic operations, as previously noted. Payments for spectrum
licenses totaled $0.5 million and $19.1 million, respectively, for the three
months ended June 30, 1998 and 1997, and $4.5 million and $66.3 million,
respectively, for the six months ended June 30, 1998 and 1997. The amount of
capital expenditures and spectrum purchases may fluctuate from quarter to
quarter and on an annual basis due to several factors.

RESTRUCTURING

      On February 8, 1998, the Company's Board of Directors approved the
Restructuring. As part of the Restructuring, the Company is reorganizing its
operations to expand its sales organization and eliminate redundant
administrative operations by consolidating certain key support functions. The
Company expects to eliminate approximately 1,600 positions, net of positions
added, through the consolidation of redundant administrative operations and key
support functions today located in offices throughout the country into the
Centers of Excellence. The Company expects to realize annual recurring
performance improvements and cost savings of $45 million to $55 million when the
Restructuring is completed in 1999. Additionally, the Company presently
estimates that the Restructuring will result in sales productivity increases
that, together with associated price increases, will total approximately $75
million in incremental annual revenues upon its completion. As a result of the
Restructuring, the Company recorded a charge of $74.0 million during the quarter
ended March 31, 1998, as discussed in Note 3 to the Consolidated Financial
Statements.

VOICENOW

     The Company introduced its VoiceNow service in Dallas/Fort Worth, Atlanta,
and Sacramento during 1997. The VoiceNow service did not meet the Company's
original expectations in those markets. The Company introduced the VoiceNow
service in Chicago under a revised strategy in the second quarter of 1998. The
Company believes that, based on the foreseeable growth in its existing services
and the potential for future services, substantially all of the spectrum and
advanced two-way network constructed for its VoiceNow service can be utilized
for non-VoiceNow services, including existing services and new advanced
information offerings and messaging services. 

     Included in inventories, property and equipment, and other non-current
assets as of June 30, 1998, is approximately $30 million of assets which are
attributable to the Company's VoiceNow service. While the Company currently
believes such assets are recoverable, the ultimate recoverability of such assets
is dependent upon the economic viability of the VoiceNow service, as well as the
extent to which certain assets attributable to VoiceNow can be utilized for the
Company's advanced two-way messaging network.

YEAR 2000

     Year 2000 issues affects virtually all companies and organizations
throughout the world. Many existing computer programs were designed and
developed to use and store only two digits to identify a calendar year, without
considering the capability of properly recognizing the upcoming change in the
century. If not corrected by January 1, 2000, the Company could potentially
experience system failures or interruptions, such as a temporary inability to
deliver paging transmissions, system generation of erroneous data, or other
disruptions of normal business operations.

     The Company has implemented a task force and developed a comprehensive plan
to address Year 2000 issues, and is utilizing both internal and external
resources to identify, renovate, and test its systems. The Company has
identified the status of its computer applications and systems with reference to
the Year 2000 issues. Many applications are currently Year 2000 compliant, and
those that are not have been earmarked for retirement, replacement, or
remediation. The Company is in the process of testing both its software
application systems, and its embedded systems, such as its paging terminals and
paging network. To date, some of the Company's systems have either been fully
tested or partially tested, while other systems are scheduled to be tested.






                                       14
<PAGE>   15
     The Company is working with Motorola, Inc., Glenayre Technologies, Inc.,
and other primary vendors that currently supply the Company with subscriber
devices, wireless messaging terminals, and network facilities, to assess their
Year 2000 readiness. To date, confirmations have been received from the
Company's primary processing vendors indicating that plans are being implemented
to address Year 2000 issues. There can be no assurance that such third parties
on which the Company's business relies will successfully remediate their systems
on a timely basis. Therefore, the Company is currently developing contingency
plans to mitigate the impact of potential third party system failures related to
Year 2000 issues.

     The Company anticipates its total costs associated with correcting the Year
2000 problems, including the expenses necessary to remediate the Company's
existing systems and costs related to ensuring third party Year 2000 compliance,
will not have a material adverse effect on the Company's business, financial
position, or results of operations. In addition, in connection with the
Restructuring, the Company is currently in the process of replacing all of its
core systems for its new Centers of Excellence at an estimated cost of
approximately $80 million to $90 million, which will be capitalized in
accordance with the Company's existing asset capitalization policies. Prior to
implementing the new core systems, the Company will test these systems for Year
2000 compliance. 
        
     The cost of the Company's Year 2000 project and the timetable on which the
Company believes it will complete this project are based on management's best
estimates and include assumptions regarding third party modification plans.
However, in particular, due to the potential impact of third party modification
plans, there can be no assurance that these estimates and this timetable will be
achieved, and actual results could differ materially from those anticipated. The
Company's business, financial position, or results of operations could be
materially adversely affected by the failure of its computer systems and
applications, or those operated by third parties, to properly operate or manage
dates beyond 1999.

RECENT ACCOUNTING PRONOUNCEMENTS

      In June 1997, the Financial Accounting Standards Board (FASB) issued
  Statement of Financial Accounting Standards No. 131, "Disclosures about
  Segments of an Enterprise and Related Information" (SFAS 131). The Company
  will initially adopt SFAS 131 in its 1998 annual financial statements. SFAS
  131 supersedes Statement of Financial Accounting Standards No. 14, "Financial
  Reporting for Segments of a Business Enterprise," and requires that a public
  company report annual and interim financial and descriptive information about
  its reportable operating segments pursuant to criteria that differ from
  current accounting practice. Operating segments, as defined, are components of
  an enterprise about which separate financial information is available that is
  evaluated regularly by the chief operating decision-maker in deciding how to
  allocate resources and in assessing performance. Because this statement
  addresses how supplemental financial information is disclosed in annual and
  interim reports, the adoption of SFAS 131 will have no impact on the Company's
  financial statements, but may require the disclosure of segment information.

      In March 1998, the Accounting Standards Executive Committee of the
  American Institute of Certified Public Accountants issued Statement of
  Position 98-1, "Accounting for the Costs of Computer Software Developed For or
  Obtained for Internal Use" (SOP 98-1). SOP 98-1 requires the capitalization of
  certain costs of developing or acquiring computer software for internal use.
  The Company will be required to adopt the provisions of SOP 98-1 effective
  January 1, 1999; however, the adoption is not expected to have a material
  impact on the Company's results of operations or financial position as the
  Company's current policy for accounting for the costs of developing or
  acquiring computer software for internal use is generally consistent with the
  provisions of SOP 98-1.






                                       15

<PAGE>   16




                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

                 The Company is involved in various lawsuits arising in the
       normal course of business. In management's opinion, the ultimate outcome
       of these lawsuits will not have a material adverse effect on the
       Company's business or consolidated financial statements.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                 On May 21, 1998, the Company held its Annual Meeting of
       Shareowners, at which all of the matters listed below were approved.

                 (a)    Mr. John P. Frazee, Jr. was elected as a Class I
                        Director for a three year term to expire in 2001
                        (89,196,345 voting for and 283,691 withholding
                        authority). Mr. John S. Llewellyn, Jr. was elected as a
                        Class I Director for a three year term to expire in 2001
                        (89,190,590 voting for and 289,446 withholding
                        authority).

                 (b)    The adoption of an amendment to the Company's 1991 Stock
                        Option Plan to broaden the group of employees to be
                        eligible to receive stock options under such plan to
                        include all employees of the Company and of its
                        subsidiaries was approved (73,301,451 voting for,
                        15,991,300 voting against, and 187,285 abstaining or not
                        voting).

                 As of the record date of March 23, 1998, there were 103,309,788
       shares of the Company's Common Stock issued and outstanding and entitled
       to vote.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

       (a)       Exhibits.

                 The exhibits listed on the accompanying index to exhibits are
                 filed as part of this quarterly report.

       (b)       Reports on Form 8-K.

                 None.








                                       16

<PAGE>   17



                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                               PAGING NETWORK, INC.




Date: August 11, 1998          By:/s/ JOHN P. FRAZEE, JR.
                                  -------------------------------------------
                                      John P. Frazee, Jr.
                                      Chairman of the Board of Directors,
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)







Date: August 11, 1998          By:/s/ MARK A. KNICKREHM
                                  -------------------------------------------
                                      Mark A. Knickrehm
                                      Executive Vice President and Chief
                                      Financial Officer (Principal Financial
                                      Officer and Principal Accounting Officer)












                                       17







<PAGE>   18



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                        DESCRIPTION
----------                         -----------                           
<S>           <C>
      3.1     Restated Certificate of Incorporation of the Registrant, as 
              amended (1)
     
      3.3     By-laws of the Registrant, as amended (1)

      4.1     Articles Sixth, Seventh, Eighth, Twelfth, and Thirteenth of the
              Restated Certificate of Incorporation of the Registrant, as
              amended (1)

      4.2     Articles II, III, and VII and Section I of Article VIII of the
              Registrant's By-laws, as amended (1)

      4.3     Form of Indenture (2)

      4.4     Article V, Sections I, VI, and VII of the Registrant's By-Laws, as
              amended (3)

     10.1     1982 Incentive Stock Option Plan, as amended and restated (1)

     10.2     Form of Stock Option Agreement executed by recipients of options
              granted under the 1982 Incentive Stock Option Plan (1)

     10.3     Form of Management Agreement executed by recipients of options
              granted under the 1982 Incentive Stock Option Plan (1)

     10.4     Form of Vesting Agreement executed by recipients of options
              granted under the 1982 Incentive Stock Option Plan (1)

     10.5     Form of Stock Option Agreement executed by recipients of options
              granted under the 1991 Stock Option Plan (1)

     10.6     Form of Indemnification Agreement executed by recipients of
              options granted under the 1991 Stock Option Plan (1)

     10.7     Form of First Amendment to Vesting Agreement executed by
              recipients of options granted under the 1982 Incentive Stock
              Option Plan (1)

     10.8     Form of First Amendment to Management Agreement executed by
              recipients of options granted under the 1982 Incentive Stock
              Option Plan (1)

     10.9     Amended and Restated Credit Agreement dated as of May 2, 1995
              among the Registrant, NationsBank of Texas, N.A., Toronto Dominion
              (Texas), Inc., The First National Bank of Boston, and certain
              other lenders (3)

    10.10     Amendment No. 1 dated as of December 12, 1995 to the Amended and
              Restated Credit Agreement dated as of May 2, 1995 among the
              Registrant, NationsBank of Texas, N.A., Toronto Dominion (Texas),
              Inc., The First National Bank of Boston, and certain other
              lenders (4)

</TABLE>



                                       18

<PAGE>   19


<TABLE>
<CAPTION>
EXHIBIT NO.                        DESCRIPTION
----------                         -----------
<S>           <C>
      10.11   Second Amended and Restated Credit Agreement dated as of June 5,
              1996, among the Registrant, NationsBank of Texas, N.A., Toronto
              Dominion (Texas), Inc., The First National Bank of Boston, Chase
              Securities Inc., and certain other lenders (5)

      10.12   Loan Agreement dated as of June 5, 1996 among Paging Network of
              Canada Inc., The Toronto-Dominion Bank, and such other financial
              institutions as become banks (5)

      10.13   Loan Agreement dated as of June 5, 1996 among Madison
              Telecommunications Holdings, Inc., The Toronto-Dominion Bank, and
              such other financial institutions as become banks (5)

      10.14   1997 Restricted Stock Plan as approved by shareowners on May 22,
              1997 (6)

      10.15   Employment Agreement dated as of August 4, 1997 among the
              Registrant and John P. Frazee, Jr. (7)

      10.16   First Amendment dated April 18, 1997 to the Loan Agreement dated
              as of June 5, 1996 among Paging Network of Canada Inc., The
              Toronto-Dominion Bank, and such other financial institutions as
              become banks (8)

      10.17   First Amendment dated April 18, 1997 to the Loan Agreement dated
              as of June 5, 1996 among Madison Telecommunications Holdings,
              Inc., The Toronto-Dominion Bank, and such other financial
              institutions as become banks (8)

      10.18   1992 Director Compensation Plan, as amended and restated on April
              22, 1998 (9)

      10.19   Amended and Restated 1991 Stock Option Plan as approved by
              shareowners on May 21, 1998 (9)

      10.20   Letter dated May 26, 1998 regarding Second Amendments effective
              March 31, 1998 to the Loan Agreements dated as of June 5, 1996:
              (1) among Paging Network of Canada Inc., The Toronto-Dominion
              Bank, and such other financial institutions as become banks (2)
              among Madison Telecommunications Holdings, Inc., The
              Toronto-Dominion Bank, and such other financial institutions as
              become banks (9)

         12   Ratio of Earnings to Fixed Charges for the three and six months
              ended June 30, 1997 and 1998 (9)

         27   Financial Data Schedule (9)
</TABLE>
                 ------------------------------------------------------------
                 (1)     Previously filed as an exhibit to Registration
                         Statement No. 33-42253 on Form S-1 and
                         incorporated herein by reference.

                 (2)     Previously filed as an exhibit to Registration
                         Statement No. 33-46803 on Form S-1 and incorporated
                         herein by reference.





                                       19

<PAGE>   20

                 (3)     Previously filed as an exhibit to the Registrant's
                         Quarterly Report on Form 10-Q for the quarterly period
                         ended June 30, 1995.

                 (4)     Previously filed as an exhibit to the Registrant's
                         Annual Report on Form 10-K for the fiscal year ended
                         December 31, 1995.

                 (5)     Previously filed as an exhibit to the Registrant's
                         Quarterly Report on Form 10-Q for the quarterly period
                         ended June 30, 1996.

                 (6)     Previously filed as an exhibit to the Registrant's
                         Quarterly Report on Form 10-Q for the quarterly period
                         ended June 30, 1997.

                 (7)     Previously filed as an exhibit to the Registrant's
                         Quarterly Report on Form 10-Q for the quarterly period
                         ended September 30, 1997.

                 (8)     Previously filed as an exhibit to the Registrant's
                         Annual Report on Form 10-K for the fiscal year ended
                         December 31, 1997.

                 (9)     Filed herewith.




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