<PAGE>   1
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

   
                       FORM 10-Q/A (Amendment Number 1)
    

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                       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)


   
                     4965 PRESTON PARK BOULEVARD, SUITE 800
                               PLANO, TEXAS 75093
    


          (Address of principal executive offices, including zip code)


                                (972) 985-4100


              (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 April 30, 1997
---------------------------------       ---------------------------------------
Common Stock, $ .01 par value                            102,621,077


The Company's Common Stock is publicly traded under the symbol "PAGE" through
the National Association of Securities Dealers Automated Quotation National
Market System.



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



<PAGE>   2
                         PART I - FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS.


                         Index to Financial Statements

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                        <C>
Paging Network, Inc. Consolidated Balance Sheets as of
     March 31, 1997 and December 31, 1996 (Unaudited)....................................  3

Paging Network, Inc. Consolidated Statements of Operations
     for the Three Months Ended March 31, 1997 and 1996 (Unaudited)......................  4

Paging Network, Inc. Consolidated Statements of Cash Flows
     for the Three Months Ended March 31, 1997 and 1996 (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>
                                                                     March 31,     December 31,
                                                                       1997            1996
                                                                   ------------    ------------
                                                                     (Restated)      (Restated)
<S>                                                                <C>             <C>         
ASSETS

Current assets:
    Cash and cash equivalents ..................................   $      3,300    $      3,777
    Accounts receivable, less allowance
       for doubtful accounts ...................................         63,293          60,089
    Inventories ................................................         62,808          57,690
    Prepaid expenses and other assets...........................         15,846           8,872
                                                                   ------------    ------------
       Total current assets ....................................        145,247         130,428

Property, equipment, and leasehold improvements, at cost .......      1,217,100       1,137,729
    Less accumulated depreciation ..............................       (353,925)       (319,194)
                                                                   ------------    ------------
       Net property, equipment, and leasehold improvements .....        863,175         818,535

Other non-current assets, at cost ..............................        610,473         547,067
    Less accumulated amortization ..............................        (63,906)        (56,417)
                                                                   ------------    ------------
       Net other non-current assets ............................        546,567         490,650
                                                                   ------------    ------------
                                                                   $  1,554,989    $  1,439,613
                                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Accounts payable ...........................................   $     68,352    $     59,857
    Accrued interest ...........................................         44,807          41,853
    Accrued expenses ...........................................         45,734          38,460
    Customer deposits ..........................................         23,066          22,430
                                                                   ------------    ------------
       Total current liabilities ...............................        181,959         162,600

Long-term obligations ..........................................      1,579,416       1,459,188

Other long-term liabilities ....................................         12,933            --

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

Stockholders' deficit:
    Common Stock:  $.01 par, 250,000,000 shares
       authorized, 102,621,077 shares issued and
       outstanding in 1997 and 1996, respectively ..............          1,026           1,026
    Paid-in capital ............................................        124,522         124,522
    Accumulated deficit ........................................       (345,141)       (307,827)
    Foreign currency translation adjustments ...................            274             104
                                                                   ------------    ------------
       Total stockholders' deficit .............................       (219,319)       (182,175)
                                                                   ------------    ------------
                                                                   $  1,554,989    $  1,439,613
                                                                   ============    ============
</TABLE>
    

                             See accompanying notes


                                       3

<PAGE>   4




                              PAGING NETWORK, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  (in thousands, except per share information)
                                  (Unaudited)


   
<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,
                                                             ----------------------------
                                                                  1997           1996
                                                             ------------    ------------
                                                              (Restated)      
<S>                                                          <C>             <C>         
Services, rent and maintenance revenues ..................   $    188,880    $    158,775
Product sales ............................................         36,368          27,598
                                                             ------------    ------------
    Total revenues .......................................        225,248         186,373
Cost of products sold ....................................        (31,357)        (23,352)
                                                             ------------    ------------
                                                                  193,891         163,021

Operating expenses:
    Services, rent and maintenance .......................         40,942          33,651
    Selling ..............................................         28,271          18,511
    General and administrative ...........................         60,398          49,796
    Depreciation and amortization ........................         64,468          45,338
                                                             ------------    ------------
       Total operating expenses ..........................        194,079         147,296
                                                             ------------    ------------

Operating income (loss) ..................................           (188)         15,725

Other income (expense):
    Interest expense .....................................        (37,826)        (29,735)
    Interest income ......................................            992           2,019
    Equity in loss of an unconsolidated subsidiary .......           (292)           (115)
                                                             ------------    ------------
       Total other income (expense) ......................        (37,126)        (27,831)
                                                             ------------    ------------

Net loss .................................................   $    (37,314)   $    (12,106)
                                                             ============    ============

Net loss per share .......................................   $      (0.36)   $      (0.12)
                                                             ============    ============
</TABLE>
    



                             See accompanying notes





                                       4
<PAGE>   5



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


   
<TABLE>
<CAPTION>
                                                                          Three Months ended
                                                                              March 31,
                                                                   ----------------------------
                                                                       1997             1996
                                                                   ------------    ------------
                                                                     (Restated)     
<S>                                                                <C>             <C>          
Operating activities:
    Net loss ...................................................   $    (37,314)   $    (12,106)
       Adjustments to reconcile net loss to net cash provided
       by operating activities:
           Depreciation ........................................         59,059          39,854
           Amortization ........................................          5,409           5,484
           Provision for doubtful accounts .....................          4,163           2,992
           Equity in loss of an unconsolidated subsidiary ......            292             115
           Amortization of debt issuance costs .................          2,471           1,285
       Changes in operating assets and liabilities:
           Accounts receivable .................................         (7,367)         (4,636)
           Inventories .........................................         (5,118)         (4,134)
           Prepaid expenses and other assets ...................         (6,974)         (6,030)
           Accounts payable ....................................          8,495         (12,629)
           Accrued interest ....................................          2,954         (11,898)
           Accrued expenses ....................................          7,274          (2,241)
           Customer deposits ...................................            636             156
                                                                   ------------    ------------
Net cash provided by (used in) operating activities ............         33,980          (3,788)
                                                                   ------------    ------------

Investing activities:
    Capital expenditures .......................................       (102,990)        (99,633)
    Payments for spectrum licenses .............................        (47,835)            (41)
    Business acquisitions and joint venture investments ........         (1,769)         (5,392)
    Restricted cash invested in money market instruments .......         (2,022)           --
    Other ......................................................           (251)         (1,818)
                                                                   ------------    ------------
Net cash used in investing activities ..........................       (154,867)       (106,884)
                                                                   ------------    ------------

Financing activities:
    Borrowings under credit agreements .........................        120,228            --
    Proceeds from exercise of Common Stock options .............           --             1,343
    Other ......................................................            182             (58)
                                                                   ------------    ------------
Net cash provided by financing activities ......................        120,410           1,285
                                                                   ------------    ------------

Net increase (decrease) in cash and cash equivalents ...........           (477)       (109,387)
Cash and cash equivalents at beginning of period ...............          3,777         198,182
                                                                   ------------    ------------
Cash and cash equivalents at end of period .....................   $      3,300    $     88,795
                                                                   ============    ============
</TABLE>
    


                             See accompanying notes




                                       5
<PAGE>   6
                              PAGING NETWORK, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997
                                  (Unaudited)

   
    1.   RESTATEMENT OF FINANCIAL STATEMENTS
    

   
                 During the third quarter of 1997, management of Paging Network,
         Inc. (the Company) reviewed agreements with a national marketing
         affiliate entered into prior to the issuance of the December 31, 1996
         financial statements. This review resulted in the determination that an
         earlier judgment that the Company ultimately would recover or be
         compensated for certain pagers distributed through that affiliate to
         customers who later discontinued service was not correct. Accordingly,
         the Company has restated its financial statements  for 1996 to reflect
         a provision of $22.5 million to write-off the pagers deemed to be
         unrecoverable as of December 31, 1996.  
    
         
   
                 The financial statements for the three months ended March 31, 
         1997, have also been restated as a result of the restatement of the
         1996 financial statements discussed above to (i) write-off the pagers
         that have been deemed to be unrecoverable, (ii) reduce depreciation
         expense by $2.6 million to eliminate depreciation previously recorded
         during the quarter ended March 31, 1997, on the pagers deemed
         unrecoverable, and (iii) record assets and liabilities of the same
         amount, $19.2 million as of March 31, 1997, related to the amounts
         receivable and payable under the agreements discussed above and to
         accrete the related interest expense and interest income.
    

   
                 The impact of the restatements on the consolidated statement 
         of operations for the three months ended March 31, 1997 is as follows:
    

   
<TABLE>
<CAPTION>
                                                                                                                
         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)  As Previously Reported         As Restated   
                                                   ----------------------     ------------------
                                                     Three months ended       Three months ended
                                                       March 31, 1997           March 31, 1997  
                                                   ----------------------     ------------------
         <S>                                       <C>                           <C>            
         Depreciation and amortization                  $  67,068                   $  64,468   
         Operating income (loss)                           (2,788)                       (188)  
         Interest expense                                 (37,579)                    (37,826)  
         Interest income                                      745                         992   
         Net loss                                         (39,914)                    (37,314)  
         Net loss per share                                 (0.39)                      (0.36)  
</TABLE>
    

   
                 The impact of the restatements on the consolidated
         balance sheets as of March 31, 1997, and December 31, 1996, is as
         follows:
    

   
<TABLE>
<CAPTION>
                                                    As Previously Reported                       As Restated               
                                              ----------------------------------     ------------------------------------- 
         (IN THOUSANDS)                         March 31,        December 31,              March 31,        December 31,         
                                                  1997              1996                     1997              1996
                                              ----------------------------------     ------------------------------------- 
         <S>                                   <C>               <C>                      <C>               <C>            
         Prepaid expense and other assets      $    9,611        $    8,872               $   15,846        $    8,872     
         Net property, equipment,                                                                                          
            and leasehold improvements            883,075           841,035                  863,175           818,535     
         Net other non-current assets             533,634           490,650                  546,567           490,650     
         Accounts payable                          62,117            59,857                   68,352            59,857     
         Other long-term liabilities                   --                --                   12,933                --     
         Accumulated deficit                     (325,241)         (285,327)                (345,141)         (307,827)    
</TABLE>
    

   
         In addition, the impact of the restatement also resulted in changes to
         the consolidated statement of cash flows for the three months ended 
         March 31, 1997.
    

   
    2.   THE COMPANY
    

                 The Company is a provider of paging and wireless messaging 
         services. The Company provides paging services in all 50 states, the
         District of Columbia, the U.S. Virgin Islands, Puerto Rico, and Canada,
         including local paging service in all of the largest 100 markets (in
         population) in the United States, and owns a minority interest in
         paging companies in Spain and Brazil. The consolidated financial
         statements include the accounts of all of its wholly and majority-owned
         subsidiaries. All intercompany transactions have been eliminated.
        

   
    3.   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, 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, they 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, 1996, 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/A for the year ended December 31, 1996.
    

                 Certain 1996 amounts have been reclassified to conform with
         the 1997 presentation.


   
    4.   LONG-TERM OBLIGATIONS
    

                 As of March 31, 1997, the Company had $148.0 million of 
         borrowings outstanding under its domestic $1.0 billion revolving
         credit agreement (the Credit Agreement).


   
    5.   DEPRECIATION EXPENSE
    

   
                 Effective January 1, 1997, the Company shortened the 
         depreciable lives of its pagers from four to three years, and revised
         the related residual values. The change had an effect of increasing
         depreciation expense by approximately $8 million for the three months
         ended March 31, 1997.
    






                                       6
<PAGE>   7



   
    6.   INCOME TAX PROVISION
    

                 No provision or benefit for income taxes has been made for the
         three months ended March 31, 1997 and 1996, 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 months ended March 31, 1997
         and 1996 were 102.6 million and 102.4 million, respectively.

                 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 March 31, 1997, there were no preferred shares issued or 
         outstanding.

                 In February 1997, the Financial Accounting Standards Board 
         issued Statement of Financial Accounting Standards No. 128, "Earnings 
         Per Share" (SFAS No. 128), which the Company will be required to
         initially adopt in the fourth quarter of 1997. The Company
         anticipates the adoption of SFAS No. 128 will have no impact on its
         reporting of loss per share for 1997 or prior years.


   
    8.   STATEMENT OF CASH FLOWS INFORMATION
    

                 Cash and cash equivalents include highly liquid debt
         instruments with an original maturity of three months or less. Cash
         payments made for interest during the three months ended March 31,
         1997 and 1996 were approximately $35.2 million and $40.3 million,
         respectively. There were no significant federal or state income taxes
         paid or refunded for the three months ended March 31, 1997 and 1996.






                                       7
<PAGE>   8
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, such as future capital expenditures, future borrowings, international
investments expectations, and introduction of new products 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-party distributors, 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, and equity in loss of an
unconsolidated subsidiary (EBITDA). EBITDA is a key performance measure used in
the paging 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 months ended March 31, 1997 and 1996, respectively.

   
<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                   -----------------------
                                                     1997           1996
                                                   --------       --------
                                                   (Restated)
<S>                                                   <C>            <C>   
Net Revenues ...................................      100.0%         100.0%

Operating expenses:
      Services, rent and maintenance ...........       21.1(1)        20.6
      Selling ..................................       14.6(1)        11.4
      General and administrative ...............       31.1           30.5
      Depreciation and amortization ............       33.3           27.8
                                                   --------       --------

Operating income (loss) ........................       (0.1)           9.7

Net Loss .......................................      (19.2)          (7.4)

EBITDA .........................................       33.2           37.5

EBITDA for domestic operations .................       34.4           37.5

EBITDA for core domestic paging operations .....       37.8           37.5
</TABLE>
    


(1)  Excluding expenses related to the launch of the Company's new VoiceNow(R)
     service, which was introduced during the first quarter of 1997, services,
     rent and maintenance expenses and selling expenses as a percentage of Net
     Revenues were 20.6% and 11.7%, respectively.


                                       8
<PAGE>   9

   
      Net Revenues for the three-month period ended March 31, 1997 were $193.9
million, an increase of 18.9% from $163.0 million for the comparable period
ended March 31, 1996. Net Revenues for the Company's Canadian operations were
$1.2 million for the first quarter of 1997. Revenues from services, rent and
maintenance, which the Company considers its primary business, increased 19.0%
to $188.9 million for the three months ended March 31, 1997, compared to $158.8
million for the three months ended March 31, 1996. This increase was primarily
due to continued growth in the number of pagers in service with subscribers of
the Company. The number of pagers in service with subscribers at March 31, 1997
was 9,132,495 compared to 7,300,538 pagers in service with subscribers at March
31, 1996, an increase of 25.1%, and 8,587,772 pagers in service with
subscribers at December 31, 1996, an increase of 6.3%. Contributing to the
growth in the number of pagers in service with subscribers is the Company's
expanding local and national third-party reseller customer base, which includes
the impact of the Company's National Accounts Division. The Company's increased
reliance on distribution of pagers and paging services through resellers and
marketing affiliates could generate variability in quarterly and annual results
relating to the net addition of pagers.
    

      Product sales, less cost of products sold, were relatively flat for the
three months ended March 31, 1997 compared to the same period in 1996. Product
sales, less cost of products sold, were $5.0 million (2.6% of Net Revenues) for
the first quarter of 1997 compared to $4.2 million (2.6% of Net Revenues) for
the first quarter of 1996.

      Services, rent and maintenance expenses increased 21.7% to $40.9 million
(21.1% of Net Revenues) for the three months ended March 31, 1997, compared to
$33.7 million (20.6% of Net Revenues) for the three months ended March 31,
1996. The increase in services, rent and maintenance expenses and the increase
as a percentage of Net Revenues was a result of $0.7 million (0.4% of Net
Revenues) of costs incurred by the Company's Canadian operations, $1.0 million
(0.5% of Net Revenues) of costs associated with the Company's new VoiceNow
service, which was introduced on February 24, 1997, growth in the number of
pagers in service with subscribers of the Company, expenses associated with an
increase in transmitter sites in order to ensure reliable transmission of
enhanced messaging services, and expansion of the nationwide transmission
networks.

      For the three months ended March 31, 1997, selling expenses increased
52.7% to $28.3 million (14.6% of Net Revenues) from $18.5 million (11.4% of Net
Revenues) for the three months ended March 31, 1996. The increase in selling
expenses and the increase as a percentage of Net Revenues resulted primarily 
from $5.5 million (2.9% of Net Revenues) of certain VoiceNow marketing research
and development costs associated with the Company's new VoiceNow service, and
from the addition of sales personnel to support continued growth in both Net
Revenues and the number of pagers in service with subscribers.

      General and administrative expenses increased 21.3% to $60.4 million
(31.1% of Net Revenues) for the first quarter of 1997, compared to $49.8
million (30.5% of Net Revenues) for the corresponding period of 1996. The
increase in general and administrative expenses occurred to support the growth
in the number of pagers in service with subscribers of the Company. The
increase in general and administrative expenses as a percentage of Net Revenues
for the three months ended March 31, 1997 was primarily attributable to $1.8
million (0.9% of Net Revenues) of costs incurred by the Company's Canadian
operations, which commenced in April 1996 with minimal initial revenues
available to offset their operating expenses, including staffing costs.




                                       9
<PAGE>   10


   
      Depreciation and amortization expenses increased for the first quarter of
1997 as compared to the corresponding period in the prior year by 42.2% from
$45.3 million (27.8% of Net Revenues) to $64.5 million (33.3% of Net Revenues).
The increase in depreciation and amortization expenses was primarily
attributable to the increase in the number of pagers owned by the Company and
leased to subscribers, the increase in computer and paging equipment, and the
changes in pager depreciation. Effective January 1, 1997, the Company shortened
the depreciable life of its pagers from four to three years, and revised the
related residual values, in order to better reflect the estimated periods
during which the pagers will remain in service. The change had an effect of
increasing depreciation expense by approximately $8 million in the first
quarter of 1997 and is expected to increase depreciation expense by
approximately $30 million for the full year of 1997. As previously reported,
depreciation and amortization expenses will increase significantly for the year
ended December 31, 1997 due to the shorter depreciable lives for pagers and the
commencement of amortization of the licenses for spectrum and certain other
costs associated with the introduction of the Company's VoiceNow service, which
occurred on February 24, 1997.
    

      As a result of the above factors, EBITDA increased 5.3% to $64.3 million
(33.2% of Net Revenues) for the first quarter of 1997 compared to $61.1 million
(37.5% of Net Revenues) for the corresponding period in 1996. As expected, in
the first quarter of 1997 EBITDA and EBITDA as a percentage of Net Revenues was
negatively impacted by the Company's international operations and its
introduction of VoiceNow. The Company's international operations and its
start-up of the VoiceNow service resulted in a decrease to EBITDA of $2.1
million and $6.4 million, respectively, in the first quarter of 1997. EBITDA
for the Company's domestic operations increased 8.7% to $66.4 million (34.4%
of Net Revenues) for the first quarter of 1997 compared to $61.1 million (37.5%
of Net Revenues) for the first quarter of 1996. Excluding the Company's
VoiceNow operations, EBITDA for the Company's core domestic paging operations
increased 19.2% to $72.8 million (37.8% of Net Revenues) for the first quarter
of 1997 compared to $61.1 million (37.5% of Net Revenues) for the first quarter
of 1996. The Company anticipates that during 1997 its VoiceNow service will
have an incremental negative impact of $30 million to $40 million on
consolidated operating cash flow.

   
      Interest expense, net of amounts capitalized, increased $8.1 million 
from the three-month period ended March 31, 1996, to the corresponding period
in 1997, primarily due to a higher average level of indebtedness outstanding in
1997. The average level of indebtedness outstanding during the three months
ended March 31, 1997 was approximately $1.53 billion compared to approximately
$1.15 billion outstanding during the three months ended March 31, 1996.
    


LIQUIDITY AND CAPITAL RESOURCES

      The Company's operations and expansion into new markets and product lines
require substantial capital investment for the development and installation of
wireless communications systems and for the procurement of pagers and paging
equipment. Capital expenditures (excluding payments for licenses) were $103.0
million for the three months ended March 31, 1997 and $99.6 million for the
same period in 1996. For the first three months of 1997, capital expenditures
were funded by net cash provided by operating activities ($34.0 million) and
borrowings.

      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 $250 million (including the $45.6 million
auction purchase price), of which $109 million was paid in 1996 and $47 million
was paid in the first quarter of 1997, and the remainder will be paid in last
nine months of 1997 and in 1998.



                                      10
<PAGE>   11


      The Company intends to employ its narrowband personal communications
services and SMR frequencies to build a two-way network over which it can
deploy new products such as its new voice paging service, VoiceNow. The Company
currently estimates that the capital expenditures to build the two-way network,
exclusive of the costs of acquiring SMR frequencies and of VoiceNow pagers, may
total approximately $200 million, of which $47 million was incurred during 1996
and $18 million was incurred during the three months ended March 31, 1997.

   
      Through its wholly-owned subsidiary, Paging Network of Canada Inc., the
Company began offering paging services in Canada in April 1996. In July 1996,
the Company purchased a 25% interest in an existing Spanish paging company. In
December 1996, the Company signed agreements as the operational partner with a
20% interest in a joint venture to provide paging services in Brazil which
commenced operations during the first quarter of 1997. The Company is
considering other opportunities for international expansion, with the goal of
creating a portfolio of select international operations. Paging market
penetration in many international markets is relatively low, and many such
markets have only a small number of existing paging providers. The Company
believes that in these markets its strategy of low-cost, high quality service
is likely to be successful. Additional investments will depend on such factors
as growth rates, new market opportunities, and execution of financing plans
that maximize value for the Company's stockholders.
    

      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 upon a calculation which is reduced by total outstanding domestic
indebtedness for borrowed monies (as defined) and outstanding letters of
credit. The amount of total indebtedness allowed at the end of each quarter is
equal to 6.5 times annualized domestic EBITDA. As of April 30, 1997, the
Company had $228.0 million of borrowings outstanding under its Credit
Agreement. The Credit Agreement expires on December 31, 2004. The maximum
borrowings which may be outstanding under the Credit Agreement begin reducing
on June 30, 2001.

      The credit agreements of the Company's Canadian subsidiaries provide for
total borrowings of approximately $65 million, of which approximately $36
million was initially available under fully collateralized borrowings. The
remaining amounts are available for borrowings provided they are either
collateralized or certain financial covenants are met. As of March 31, 1997,
approximately $31 million of borrowings were outstanding under the credit
facilities. The maximum borrowings which may be outstanding under the credit
facilities begin reducing on June 30, 1999, and both credit agreements expire
on June 30, 2003.

      On February 19, 1997, the Board of Directors of the Company voted to
redeem all $200.0 million of the Company's outstanding 11.75% Senior
Subordinated Notes (11.75% Notes). The redemption will occur on May 14, 1997
utilizing funds to be borrowed under the Company's Credit Agreement. The
Company expects to record an extraordinary loss on the early retirement of the
11.75% Notes of approximately $15 million in the second quarter of 1997.

      It is anticipated that 1997 net cash from operating activities will be
insufficient to fund 1997 capital expenditures (including the costs to build
the two-way network) and frequency purchases. These expenditures, which are
expected to exceed $600 million, primarily relate to the development of a new
nationwide digital transmission network for the Company's new VoiceNow service
and the Company's ongoing paging operations, including greater market share of
existing markets and expansion of the Company's operations into new markets.
These expenditures will be funded through the Company's operating cash flow and
from borrowings under its credit facility. The Company currently estimates 1997
incremental indebtedness may aggregate in excess of $500 million.



                                      11
<PAGE>   12



                          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 financial position or results of operations.


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.




                                      12
<PAGE>   13




                                   SIGNATURES



Pursuant to the requirements 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:  September 29 , 1997              /s/ JOHN P. FRAZEE, JR.
                                        ---------------------------------------
                                        John P. Frazee, Jr.
                                        Chairman of the Board of Directors,
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)
    






   
Date:  September 29 , 1997              /s/ G. ROBERT THOMPSON
                                        ---------------------------------------
                                        G. Robert Thompson
                                        Vice President - Finance and Acting
                                        Chief Financial Officer
                                        (Principal Financial Officer and
                                        Principal Accounting Officer)
    





                                      13
<PAGE>   14




                                 EXHIBIT INDEX



EXHIBIT NO.                          DESCRIPTION
-----------                          -----------

   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 (4)                                                          
                                                                                
  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     1991 Stock Option Plan (1)                                           
                                                                                
  10.6     Form of Stock Option Agreement executed by recipients of options     
           granted under the 1991 Stock Option Plan (1)                         
                                                                                
  10.7     Form of Indemnification Agreement executed by directors and officers 
           of the Registrant (1)                                                
                                                                                
  10.8     Form of First Amendment to Vesting Agreement executed by recipients  
           of options granted under the 1982 Incentive Stock Option Plan (1)    
                                                                                
  10.9     Form of First Amendment to Management Agreement executed by          
           recipients of options granted under the 1982 Incentive Stock Option  
           Plan (1)                                                             
                                                                                
  10.10    1992 Stock Option Plan for Directors (3)                             
                                                                                
  10.11    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)                                                                  
                                                                                
  10.12    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   
           (5)                                                                  


                                      14

<PAGE>   15



EXHIBIT NO.                     DESCRIPTION
-----------                     -----------

  10.13    Employment Agreement dated as of December 1, 1995 among the          
           Registrant and Glenn W. Marschel (5)                                 
                                                                                
  10.14    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 (6)                       
                                                                                
  10.15    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 (6)                                     
                                                                                
  10.16    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 (6)                
                                                                                
   
  12       Ratio of Earnings to Fixed Charges for the three months ended March  
           31, 1997 and 1996 (restated) (7)

  27       Financial Data Schedule (restated) (7)
    
                                                                                
           ---------------------------------------------------------------------
                                                                                
           (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.      
                                                                                
           (3)  Previously filed as an exhibit to the Registrant's Annual Report
                on Form 10-K for the fiscal year ended December 31, 1991.       
                                                                                
           (4)  Previously filed as an exhibit to the Registrant's Quarterly    
                Report on Form 10-Q for the quarterly period ended June 30,     
                1995.                                                           
                                                                                
           (5)  Previously filed as an exhibit to the Registrant's Annual Report
                on Form 10-K for the fiscal year ended December 31, 1995.       
                                                                                
           (6)  Previously filed as an exhibit to the Registrant's Quarterly    
                Report on Form 10-Q for the quarterly period ended June 30, 
                1996. 
                                                                                
           (7)  Filed herewith.                                                 




                                      15