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                                                                     EXHIBIT 3.4



                       FIFTH AMENDED AND RESTATED BYLAWS

                                       OF

                                METROCALL, INC.


1.       OFFICES

         1.1.    REGISTERED OFFICE.

         The initial registered office of the Corporation shall be in Dover,
Delaware, and the initial registered agent in charge thereof shall be United
States Corporation Company.

         1.2.    OTHER OFFICES.

         The Corporation may also have offices at such other places, both
within and without the State of Delaware, as the Board of Directors may from
time to time determine or as may be necessary or useful in connection with the
business of the Corporation.


2.       MEETINGS OF STOCKHOLDERS

         2.1.    PLACE OF MEETINGS.

         All meetings of the stockholders shall be held at such place as may be
fixed from time to time by the Board of Directors.

         2.2.    ANNUAL MEETINGS.

         The Corporation shall hold annual meetings of stockholders on the
first Wednesday in May at 11 a.m. or at such other date and time as shall be
designated from time to time by the Board of Directors, at which stockholders
shall elect directors and transact such other business as may properly be
brought before the meeting.

         2.3.    SPECIAL MEETINGS.

         Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or the Corporation's Amended and
Restated Certificate of Incorporation, as





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amended (the "Certificate of Incorporation"), may be called by (a) the
Chairman, (b) a majority of the directors in office, whether or not a quorum,
or (c) the holder of not less than 85% of the total number of votes of the then
outstanding shares of stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class.  Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

         2.4.    NOTICE OF MEETINGS.

         Notice of any meeting of stockholders, stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be given to each stockholder entitled to vote at such meeting not less
than 10 days nor more than 60 days before the date of the meeting (except to
the extent that such notice is waived or is not required as provided in the
General Corporation Law of the State of Delaware (the "Delaware General
Corporation Law")).  Such notice shall be given in accordance with, and shall
be deemed effective as set forth in, Section 222 (or any successor section) of
the Delaware General Corporation Law.

         2.5.    WAIVERS OF NOTICE.

         Whenever the giving of any notice is required by statute, the
Certificate of Incorporation or these Bylaws, a waiver thereof, in writing and
delivered to the corporation, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice.  Attendance of a stockholder at a meeting
shall constitute a waiver of notice (a) of such meeting, except when the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) of consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the stockholder objects to considering the matter at
the beginning of the meeting.

         2.6.    BUSINESS AT ANNUAL MEETING.

         At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors or (e) otherwise properly brought
before the meeting by a stockholder.

         For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary.  To be timely, a stockholder's notice must be received at the
principal executive offices of the Corporation no later than the date
designated for receipt of stockholders' proposals in a prior public disclosure
made by the Corporation.  If there has been no such prior public disclosure,
then to be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the annual





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meeting; provided, however, that in the event that less than 70 days' notice of
the date of this annual meeting is given to stockholders or prior public
disclosure of the date of the meeting is made, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the date on which such notice of the date of the annual meeting was
mailed or such public disclosure was made.  A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reason for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, (d) any material interest of the stockholder in such business and
(e) the same information required by clauses (b), (c) and (d) above with
respect to any other stockholder that, to the knowledge of the stockholder
proposing such business, supports such proposal.  Notwithstanding anything in
these Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 2.6.
The Chairman of an annual meeting shall, if the facts warrant, determine and
declare to the annual meeting that a matter of business was not properly
brought before its meeting in accordance with the provisions of this Section
2.6, and if the Chairman should so determine, the Chairman shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted.

         2.7.    LIST OF STOCKHOLDERS.

         After the record date for a meeting of stockholders has been fixed, at
least 10 days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all stockholders entitled to
vote at the meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place in the city
where the meeting is to be held, which place is to be specified in the notice
of the meeting, or at the place where the meeting is to be held.  Such list,
also shall, for the duration of the meeting, be produced and kept open to the
examination of any stockholder who is present at the time and place of the
meeting.  The stock ledger of the Corporation shall be the only evidence as to
the stockholders entitled to examine the list required by Section 2.7 hereof or
to vote in person or by proxy at any meeting of stockholders.

         2.8.    QUORUM AT MEETINGS.

         Stockholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter.  Except as otherwise provided by statute or
by the Certificate of Incorporation, the holders of a majority of the stock
issued and outstanding and entitled to vote at the meeting, and, who are
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business.  Once a share is
represented for any purpose at a meeting (other than solely to object (a) to
holding the meeting or transacting business at the meeting or (b) to
consideration of a particular matter at the meeting that is not





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within the purpose or purposes described in the meeting notice), it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting. The holders of a majority of the voting shares represented
at a meeting, whether or not a quorum is present, may adjourn such meeting from
time to time.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.  If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
entitled to vote at the meeting.

         2.9.    VOTING AND PROXIES.

         Unless otherwise provided in the Delaware General Corporation Law or
in the Certificate of Incorporation, and subject to the other provisions of
these Bylaws, each stockholder shall be entitled to one vote on each matter, in
person or by proxy, for each share of the Corporation's capital stock that has
voting power and that is held by such stockholder.  No proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period.  A duly executed appointment of proxy shall be irrevocable if
the appointment form states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power.

         2.10.   REQUIRED VOTE.

         If a quorum exists, action on a matter (other than the election of
directors) is approved if the votes cast favoring the action exceed the votes
cast opposing the action, unless the Certificate of Incorporation or the
Delaware General Corporation Law requires a greater number of affirmative votes
(in which case such different requirement shall apply).  Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election (provided a quorum exists), and the election of directors need not be
by written ballot.  The Board of Directors, in its discretion, may require that
any votes cast at such meeting shall be cast by written ballot.

         2.11.   ACTION WITHOUT A MEETING.

         Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
stockholders, and may not be effected by any consent in writing by such
stockholders, unless such written consent is unanimous, and the writing or
writings are delivered to the Corporation for inclusion in the Minute Book of
the Corporation.

         2.12.   INSPECTORS OF ELECTION.

         The director or the person presiding at the meeting shall appoint one
or more inspectors of election and any substitute inspectors to act at the
meeting or any adjournment thereof.  Each





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inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the beat of his or her ability.  The
inspectors shall determine the number of shares of stock outstanding and the
voting power of each, the shares of stock represented at the meeting, the
existence of a quorum, the validity and effect of proxies and ballots, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, certify their determination of the number of
shares represented at the meeting, and their count of all votes and ballots,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders.  The inspectors may appoint and retain other persons or
entities to assist the inspectors in the performance of the duties of the
inspectors.  On request of the person presiding at the meeting, the inspectors
shall make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them.


3.       DIRECTORS

         3.1.    POWERS.

         The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things, subject to
any limitation set forth in the Certificate of Incorporation, these Bylaws or
agreements among stockholders which are otherwise lawful.

         3.2.    NUMBER AND ELECTION.

         The number of directors which shall constitute the whole board shall
not be fewer than three nor more than 11.  If, but only for so long as, any
shares of Series A Convertible Preferred Stock are outstanding, then, if a
"Triggering Event," as that term is defined in the Certificate of Designation,
Number, Powers, Preferences and Relative, Participating, Optional and other
Rights of Series A Convertible Preferred Stock (the "Certificate of
Designation") occurs and is continuing, the maximum number of directors shall
be increased to such number, not to exceed 15, that is sufficient to enable the
holders of Series A Convertible Preferred Stock to designate such number of
additional directors to the Board of Directors as permitted upon the occurrence
of a Triggering Event.  Within the limits specified, the number of directors
shall be determined by resolution of the Board of Directors.  Except as
otherwise provided in the Certificate of Designation, directors shall be
elected only by stockholders at annual meetings of stockholders, other than the
initial board of directors and except as provided in Section 3.3 hereof in the
case of vacancies and newly created directorships.  Each director elected shall
hold office for the term for which such director is elected and until such
director's successor is elected and qualified or until such director's earlier
resignation or removal.





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         3.3.    VACANCIES.

         Except as otherwise provided in the Certificate of Designation,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors shall be filled, for the unexpired term, by the
concurring vote of a majority of the directors then in office, whether or not a
quorum, and any director so chosen shall hold office for the remainder of the
full term of the class of directors in which the new directorship was created
or the vacancy occurred and until such director's successor shall have been
elected and qualified or until such director's earlier death, resignation or
removal.

         3.4.    CLASSES; TERMS OF OFFICE.

         Unless otherwise provided in the Certificate of Incorporation or the
Certificate of Designation, the Board of Directors shall divide the directors
into three classes; and, when the number of directors is changed, shall
determine the class or classes to which the increased or decreased number of
directors shall be apportioned; provided, however, that no decrease in the
number of directors shall affect the term of any director then in office.  At
each annual meeting of stockholders, directors elected to succeed those whose
terms are expiring shall be elected for a term of office expiring at the annual
meeting of stockholders held in the third year following their election and
until their respective successors are elected and qualified, or until such
director's earlier death, resignation or removal.

         3.5.    NOMINATION OF DIRECTORS.

         Except as otherwise provided in the Certificate of Designation,
nominations of persons for election to the Board of Directors may be made by
the Board of Directors, or by any stockholder of the Corporation entitled to
vote for the election of directors at the annual meeting who complies with the
notice procedures set forth in this Section 3.5. Nominations by stockholders
shall be made pursuant to timely notice in writing to the Secretary.  To be
timely, a stockholder's notice shall be received at the principal executive
offices of the Corporation no later than the date designated for receipt of
stockholders' proposals in a prior public disclosure made by the Corporation.
If there has been no such prior public disclosure, then to be timely, a
stockholders nomination must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the annual meeting; provided, however, that in the event
that less than 70 days' notice of the date of the meeting is given to
stockholders or prior public disclosure of the date of the meeting is made,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made.  Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director, (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares
of the Corporation which are beneficially owned by such person, and (iv) any
other information relating to such person that is





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required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including without limitation such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); and (b) as to the stockholder giving
notice (i) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such nomination, and (ii) the class and number of
shares of the Corporation which are beneficially owned by the stockholder.  No
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 3.5. The
Chairman of the meeting shall, if the facts warrant, determine and declare to
the annual meeting that a nomination was not made in accordance with the
provisions of this Section 3.5, and if the Chairman should so determine, the
Chairman shall so declare to the meeting and the defective nomination shall be
disregarded.

         3.6.    MEETINGS.

                 (a)      REGULAR MEETINGS.

         Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board of Directors.

                 (b)      SPECIAL MEETINGS.

         Special meetings of the Board of Directors may be called by the
Chairman, the Vice Chairman or Chief Executive Officer on one day's notice to
each director, either personally or by telephone, express delivery service (so
that the scheduled delivery date of the notice is at least one day in advance
of the meeting), telegram or facsimile transmission, and on five days' notice
by mail (effective upon deposit of such notice in the mail).  The notice need
not describe the purpose of a special meeting.

                 (c)   TELEPHONE MEETINGS.

         Members of the Board of Directors may participate in a meeting of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all participating directors can simultaneously hear
each other during the meeting.  A director participating in a meeting by this
means is deemed to be present in person at the meeting.

                 (d)  ACTION WITHOUT MEETING.

         Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if all members of the Board
of Directors consent thereto in writing, and the writing or writings are
delivered to the Corporation for inclusion in the Minute Book of the
Corporation.





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                 (e)  WAIVER OF NOTICE OF MEETING; PRESUMPTION OF ASSENT.

         A director may waive any notice required by statute, the Certificate
of Incorporation or these Bylaws before or after the date and time stated in
the notice.  Except as set forth below, the waiver must be in writing, signed
by the director entitled to the notice, and delivered to the Corporation for
inclusion in the Minute Book of the Corporation.  Notwithstanding the
foregoing, a director's attendance at or participation in a meeting waives any
required notice to the director of the meeting unless the director at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to action taken at
the meeting.  A director who is present at a meeting is presumed to have
assented to any action taken unless such director enters a dissent or
abstention in the minutes of the meeting or files a written dissent to such
action no later than five days after such director receives a copy of the
minutes of the meeting, provided that the right to dissent shall not apply to a
director who votes in favor of such action.

                 (f)  QUORUM AND VOTE AT MEETINGS.

         At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of a majority of the total number of directors prescribed
pursuant to Section 3.2 hereof (or, if no number is prescribed, the number in
office immediately before the meeting begins).  The vote of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation or by these Bylaws.  In the
absence of a quorum for any meeting of the Board of Directors, a majority of
the directors present thereat may adjourn such meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.

         3.7. COMPENSATION OF DIRECTORS.

         The Board of Directors shall have the authority to fix the
compensation of directors.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.


4.       COMMITTEES


         4.1.    CREATION OF COMMITTEES.

         The Board of Directors may by resolution create one or more committees
including, but not limited to, an Executive Committee, and appoint members of
the Board of Directors to serve on them.  The Board of Directors shall create
(a) an Audit Committee for the purpose of examining and considering matters
relating to the financial affairs of the Corporation, and (b) a Compensation
Committee for the purpose of establishing and implementing an executive





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compensation policy.  Each committee may have one or more members, who serve at
the pleasure of the Board of Directors, provided that the Audit Committee and
the Compensation Committee shall consist of at least a majority of non-employee
directors.  The creation of a committee and appointment of members to it shall
be approved by a majority of all the directors in office when the action is
taken, whether or not a quorum.  The same rules that govern meetings, action
without meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors apply to committees and their members as
well.

         4.2.    COMMITTEE AUTHORITY.

         To the extent specified by the Board of Directors or in the
Certificate of Incorporation, each committee may exercise the authority of the
Board of Directors, except that a committee may not: (i) approve or recommend
to stockholders action that is required by law to be approved by stockholders;
(ii) fill vacancies on the Board of Directors or on any of its committees;
(iii) amend the Certificate of Incorporation;  (iv) adopt, amend or repeal
these Bylaws; (v) approve a plan of merger not requiring stockholder approval;
(vi) authorize or approve a distribution, except according to a general formula
or method prescribed by the Board of Directors; or (vii) authorize or approve
the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except that the Board of Directors may authorize a committee,
or a senior executive officer of the Corporation, to do so within the limits
specifically prescribed by the Board of Directors.


5.       OFFICERS

         5.1.    POSITIONS.

         The officers of the Corporation shall be a Chairman, Vice Chairman, a
Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer,
a President, a Secretary and a Treasurer, and such other officers as the Board
of Directors (or an officer authorized by the Board of Directors) from time to
time may appoint, including one or more Executive Vice Presidents, Vice
Presidents, Assistant Secretaries and Assistant Treasurers.  Each such officer
shall exercise such powers and perform such duties as shall be set forth below
and such other powers and duties as from time to time may be specified by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the duties of such other officers.  Any number of offices may be held
by the same person.

         5.2.    POWERS.

         (a)     Each officer shall have, in addition to the duties and powers
set forth herein, such duties and powers as are commonly incident to such
officer's office and such additional duties and powers as the Board of
Directors may from time to time authorize.





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         (b)     Powers of attorney, proxies, waivers of notice of meetings,
consents and other instruments relating to securities or partnership interests
owned by the Corporation may be executed in the name of and on behalf of the
Corporation by the Chairman, the Chief Executive Officer or the President and
any such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the
Corporation may own securities, or at any meeting of any partnership in which
the Corporation owns an interest at any such meeting, and shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities or partnership interest and which, as the owner thereof, the
Corporation might have possessed and exercised if present.

         5.3.  CHAIRMAN.

         The Chairman shall (when present) preside at all meetings of the Board
of Directors and stockholders, and shall ensure that all orders and resolutions
of the Board of Directors and stockholders are carried into effect.  The
Chairman may execute bonds, mortgages and other contracts, under the seal of
the Corporation, if required, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.

         5.4.    VICE CHAIRMAN.

         The Vice Chairman shall, in the absence of the Chairman, preside at
all meetings of the Board of Directors and stockholders and, without limiting
the foregoing, shall when serving in such capacity exercise the powers vested
in the Chairman in Sections 2.6 and 3.5. The Vice Chairman may execute bonds,
mortgages and other contracts, under the seal of the Corporation, if required,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the Corporation.

         5.5     CHIEF EXECUTIVE OFFICER.

         The Chief Executive Officer of the Corporation shall have overall
responsibility and authority for the Corporation's strategic planning and for
evaluating potential mergers and acquisitions and new business opportunities,
subject to the authority of the Board of Directors and the Management
Operations Committee.  The Chief Executive Officer may execute bonds, mortgages
and other contracts, under the seal of the Corporation, if required, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation,
provided that the Chief Executive, in the absence of the President, may sign or
execute any document or instrument where the signing and execution thereof
shall be expressly delegated to the "President" of the Corporation.





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       5.6.      CHIEF OPERATING OFFICER.

       The Chief Operating Officer of the Corporation shall have overall
responsibility and authority for the technical systems, sales and marketing and
customer service operations of the Corporation, subject to the authority of the
Board of Directors and the Management Operations Committee.

       5.7.      CHIEF FINANCIAL OFFICER.

       The Chief Financial Officer of the Corporation shall have overall
responsibility and authority for the financial affairs of the Corporation
including, without limitation, oversight of the Corporation's accounting,
inventory, management information systems, internal audit and billing
functions, subject to the authority of the Board of Directors and the
Management Operations Committee.

       5.8       PRESIDENT.

       The President, subject to the authority of the Board of Directors, shall
have general charge and supervision of the business of the Corporation, and
shall have such duties and powers as shall be designated from time to time by
the Board of Directors.  The President may execute bonds, mortgages and other
contracts, under the seal of the Corporation, if required, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

       5.9.      VICE PRESIDENT.

       Any Vice President shall have such duties and powers as shall be set
forth in these Bylaws or as shall be designated from time to time by the Board
of Directors or by the Chairman, the Chief Executive Officer or the President.
Any Vice President may execute bonds, mortgages and other documents under the
seal of the Corporation, except where required or permitted by law to be
otherwise executed and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.

       5.10.     SECRETARY.

       The Secretary shall have responsibility for preparation of minutes of
meetings of the Board of Directors and of the stockholders and for
authenticating records of the Corporation.  The Secretary shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors.  The Secretary or an Assistant Secretary also may
attest all instruments signed by any other officer of the Corporation.





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       5.11.     ASSISTANT SECRETARY.

       The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there
shall have been no such determination, then in the order of their election),
shall, in the absence of the Secretary or in the event of the Secretary's
inability or refusal to act, perform the duties and exercise the powers of the
Secretary.

       5.12.     TREASURER.

       The Treasurer shall have responsibility for the custody of the corporate
funds and securities and shall see to it that full and accurate accounts of
receipts and disbursements are kept in books belonging to the Corporation.  The
Treasurer shall render to the Chairman, the Vice Chairman, the Chief Executive
Officer, the President, the Vice President, and the Board of Directors, upon
request, an account of all financial transactions and of the financial
condition of the Corporation.

       5.13.     ASSISTANT TREASURER.

       The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there shall have been no such determination, than in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer.

       5.14.     MANAGEMENT OPERATIONS COMMITTEE.

       The Management Operations Committee shall be comprised of the Vice
Chairman, who shall serve as the Chairman of such Committee, the Chief
Executive Officer, the Chief Operating Officer and the Chief Financial Officer.
The responsibilities of the Management Operations Committee shall include
development of a business plan of the Corporation which addresses acquisition,
strategies, the integration of the businesses of the Corporation and that of
any acquired entities, including FirstPAGE USA, Inc.  and MetroPaging, Inc.
(formerly AllCity Paging, Inc.), development of a strategy for exploitation of
nationwide licenses held by the Corporation, development of sales, marketing
and distribution strategies of the Corporation, coordination of the integrated
management and daily operations of the Corporation and in general recommend to
the Board of Directors of such other initiatives as the Management Operations
Committee considers appropriate to further the growth and successful operations
of the Corporation, subject to the authority of the Board of Directors.

       5.15.     TERM OF OFFICE.

       The officers of the Corporation shall hold office until their successors
are chosen and qualified or until their death, earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation.  Any
officer elected or appointed by the Board of





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Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the Board of Directors

       5.16.     COMPENSATION.

       The compensation of officers of the Corporation shall be fixed by the
Compensation Committee of the Board of Directors.

       5.17.     FIDELITY BONDS.

       The Corporation may secure the fidelity of any or all of its officers or
agents by bond or otherwise.


6.     CAPITAL STOCK.

       6.1.      CERTIFICATES OF STOCK; UNCERTIFICATED SHARES.

       The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's stock shall be
uncertificated shares.  Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation.  Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates, and upon request
every holder of uncertificated shares, shall be entitled to have a certificate
(representing the number of shares registered in certificate form) signed in
the name of the Corporation by the Chairman, the Vice Chairman, the Chief
Executive Officer, the President, or any Vice President, and by the Treasurer,
Secretary or any Assistant Treasurer or Assistant Secretary.  Any or all the
signatures on the certificate may be facsimile.  In case any officer, transfer
agent or registrar whose signature or facsimile signature appears on a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

       6.2.  LOST CERTIFICATES.

       The Board of Directors, Chairman, Vice Chairman, Chief Executive
Officer, President or Secretary may direct a new certificate of stock to be
issued in place of any certificate theretofore issued by the Corporation and
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming that the certificate of stock has been
lost, stolen or destroyed.  When authorizing such issuance of a new
certificate, the Board of Directors or any such officer may, as a condition
precedent to the issuance  thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or such owner's legal representative, to
advertise the same in such manner as the Board of Directors or such officer
shall require  and/or to give the Corporation a bond, in such sum as the Board
of Directors or such officer may direct,





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as indemnity against any claim that may be made against the Corporation on
account of the certificate alleged to have been lost, stolen or destroyed or an
account of the issuance of such new certificate or uncertified shares.

       6.3.      RECORD DATE.

                 (a)   ACTIONS BY STOCKHOLDERS.

       In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders (or to take any other
action), the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors and shall not be less than 10 nor more than
60 days before the meeting or action requiring a determination of stockholders.

       In order that the Corporation may determine the stockholders entitled to
consent to corporate action without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors.

       A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting, unless the Board of Directors fixes a new record date.

       If no record date is fixed by the Board of Directors, the record date
shall be at the close of business on the day next preceding the day on which
the notice is given, or if notice is not required or is waived, at the close of
business on the day next preceding the day on which the meeting is held or such
other action is taken, except that (if no record date is established by the
Board of Directors) the record date for determining stockholders entitled to
consent to corporate action without a meeting is the first date on which a
stockholder delivers a signed written consent to the Corporation for inclusion
in the Minute Book of the Corporation.

                 (b)      PAYMENTS.

       In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

                 (c)      STOCKHOLDERS OF RECORD.





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       The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights
and powers of an owner.  The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be provided by the Delaware General Corporation Law.


7.     INSURANCE

       The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
(or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise) against liability
asserted against or incurred by such person in such capacity or arising from
such person's status as such (whether or not the corporation would have the
power to indemnify such person against the same liability).

8.       INDEMNIFICATION

         8.1.    INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN
                 THOSE BY OR IN RIGHT OF THE CORPORATION.

         The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether criminal, administrative or investigative) by
reason of fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had
unreasonable cause to believe that such conduct was unlawful.

                 (b)      This Corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person is or was an employee
or agent of the Corporation, or is or





                                       15
<PAGE>   16
was serving at the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person acted
in good faith and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
conduct was unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that such conduct was unlawful.

         8.2.    INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE
                 RIGHT OF THE CORPORATION.

                 (a)      The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation.  No such indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the Corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

                 (b)      The Corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or
was an employee or agent of the Corporation, or is or was serving at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation.  No such indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to the Corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the





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<PAGE>   17
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.

         8.3.    AUTHORIZATION OF INDEMNIFICATION.

         Any indemnification under this Section 8 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person or persons have met the applicable standard
of conduct set forth in Sections 8.1 and 8.2 hereof.  Such determination shall
be made (a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel,  in a written
opinion, or (c) by a majority of the stockholders entitled to vote generally in
the election of directors.

         8.4.    ADVANCEMENT OF EXPENSES.

         The Corporation may advance expenses (including attorneys' fees)
incurred by a director or officer in advance of the final disposition of such
action, suit or proceeding upon the receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall ultimately be
determined that such director or officer is not entitled to indemnification.

         The Corporation may advance expenses (including attorneys' fees)
incurred by any employee or agent in advance of the final disposition of such
action, suit or proceeding upon such terms and condition, if any, as the Board
of Directors deems appropriate.


9.       GENERAL PROVISIONS

         9.1.    INSPECTION OF BOOKS AND RECORDS.

         Any stockholder, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during
the usual hours for business to inspect for any proper purpose the
Corporation's stock ledger, a list of its stockholders, and its other books and
records, and to make copies or extracts therefrom.  A proper purpose shall mean
a purpose reasonably related to such person's interest as a stockholder.  In
every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act an behalf of the stockholder.  The demand under oath shall be
directed to the Corporation at its registered office or at its principal place
of business.

         9.2.    DIVIDENDS.





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         The Board of Directors may declare dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of Incorporation
and the laws of the State of Delaware.

         9.3.    RESERVES.

         The Board of Directors may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

         9.4.    EXECUTION OF INSTRUMENTS.

         All checks, drafts or other orders for the payment of money, and
promissory notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

         9.5.    FISCAL YEAR.

         The fiscal year of the Corporation shall begin on January 1 and end on
December 31.

         9.6.    SEAL.

         The corporate seal shall be in such form as the Board of Directors
shall approve.  The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.


10.       AMENDMENTS TO BYLAWS

         The Board of Directors may from time to time adopt, amend and repeal
these Bylaws.  Such action by the Board of Directors shall require the
affirmative vote of at least a majority of the directors then in office.  If
stockholders are entitled to vote with respect thereto to amend or repeal
Bylaws adopted by the Board of Directors as may be provided in the Certificate
of Incorporation or by law, then the affirmative vote of 66-2/3% of the total
number of votes of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required for the amendment or repeal of
Bylaws by the stockholders of the Corporation.





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