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                                                                     EXHIBIT 3.2

                       EIGHTH AMENDED AND RESTATED BYLAWS
                                       OF
                                 METROCALL, INC.

                          (Effective February 3, 1999)

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 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 35% of the 


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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 (c) 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 

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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 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.

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         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 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.

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         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 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.

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         3.2.     NUMBER AND ELECTION.

         The number of directors which shall constitute the whole board shall
not be fewer than three nor more than 14. 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 20, 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.

         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.

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         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 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.

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         (b)      SPECIAL MEETINGS.

         Special meetings of the Board of Directors may be called by the
Chairman, the Vice Chairman, a majority of the Board of Directors 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.

         (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.

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         (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 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 

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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.

         (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 

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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.

         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 

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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.

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         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 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.

         (a)       The Board of Directors shall determine the salary and bonus 
for the Senior Officers of the Corporation and approve the employment contracts
of the Senior Officers (where "Senior Officers" means the officers of the
Corporation at the level of executive vice president and above), unless the
Board expressly delegates such authority to the Compensation Committee or
another committee of the Board. The Compensation Committee shall set the salary
and bonuses for other officers of the Corporation but may delegate the
determination of specific levels for such officers to the Senior Officers in
consultation with the Compensation Committee.

         (b)       The Compensation Committee may only make grants of stock 
options to Senior Officers, if either the Board of Directors subsequently
ratifies the grants or the Board expressly approves the future making of such
grants.

         (c)       Notwithstanding the provisions in subsections (a) and (b) 
above and unless the Board directs otherwise, the Compensation Committee may
grant options for up to 50,000 shares of Common Stock to a newly-hired Senior
Officer (other than a chief executive officer) and may establish an initial
salary for a newly-hired Senior Officer, which salary shall remain in effect
until the next regularly-scheduled meeting of the Board, at which time the
provisions of subsection (a) above shall apply.

         (d)       The Compensation Committee shall retain all other functions 
and responsibilities ascribed to it under the Corporation's option and
compensation plans, except as the Board decides to act in its stead.

         5.17.     FIDELITY BONDS.

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

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<PAGE>   15


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, 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 

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<PAGE>   16

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.

        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 

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<PAGE>   17

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.

         (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 (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 

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<PAGE>   18

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), 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 

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<PAGE>   19

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.

         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 

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<PAGE>   20

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.

         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.
Stockholders may from time to time adopt, amend and repeal these Bylaws by the
affirmative vote of the majority of shares present in person or represented by
proxy and entitled to vote on the matter at a stockholders meeting, voting
together as a single class.

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                                   CERTIFICATE

         The undersigned, being the duly appointed Assistant Secretary of
Metrocall, Inc. (the "Corporation"), hereby certifies the foregoing to be the
Bylaws of the Corporation as in effect on February 3, 1999.

                                          /s/Shirley B. White
                                          -------------------   
                                          Shirley B. White





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