<PAGE>

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                         Commission File Number: 0-21924

                                 METROCALL, INC.
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                   54-1215634
  (State of incorporation )                 (I.R.S. Employer Identification No.)

   6677 RICHMOND HIGHWAY, ALEXANDRIA,
                VIRGINIA                                    22306
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

       Registrant's Telephone Number, including area code: (703) 660-6677

          Securities registered pursuant to Section 12(b) of the Act:

                                 Not applicable

          Securities registered pursuant to Section 12(g) of the Act:

                                 TITLE OF CLASS
                                 --------------

                          Common Stock ($.01 par value)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

    Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

    The aggregate market value of the common stock held by non-affiliates of the
Registrant was approximately $5,673,124 based on the closing sales price on
March 4, 2002.

 COMMON STOCK, PAR VALUE $0.01 - 89,975,772 SHARES OUTSTANDING ON APRIL 1, 2002

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE



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



<PAGE>

EXPLANATORY NOTE

        The registrant amends its Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, filed with the Securities and Exchange Commission on
April 12, 2002, as follows: (1) Part III, Item 10, Directors and Executive
Officers of the Registrant, (2) Part III, Item 11, Executive Compensation, (3)
Part III, Item 12, Security Ownership of Certain Beneficial Owners and
Management, and (4) Part III, Item 13, Certain Relationships and Related
Transactions. The specific changes are incorporated into the text and exhibits
below. No other changes were made.



                                       2
<PAGE>

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The following table sets forth the names of the directors of Metrocall.
The table also sets forth each such person's age as of April 1, 2002, the period
during which he has served as a director, the expiration of his term, and the
positions he currently holds with Metrocall.

<TABLE>
<CAPTION>
                                             DIRECTOR       EXPIRATION              POSITIONS HELD
           NAME                      AGE       SINCE         OF TERM                WITH METROCALL
           ----                      ---       -----         -------                --------------
<S>                                 <C>      <C>            <C>                     <C>

CLASS I DIRECTORS:
------------------
None

CLASS II DIRECTORS:
-------------------
Ronald V. Aprahamian                 55        1995                                    Director
Max D. Hopper                        67        1997                                    Director

CLASS III DIRECTORS:
--------------------
William L. Collins III               51        1994            2003              President, Chief Executive
                                                                            Officer, and Chairman of the Board
Edward E. Jungerman                  59        1997            2003                    Director
Francis A. Martin, III               58        1994            2003                    Director
Harold S. ("Pete") Wills             59        2000            2003                    Director

SERIES A PREFERRED STOCK
------------------------
DESIGNATED DIRECTORS:
---------------------
Michael Greene                       40        1997            2002                    Director
Royce R. Yudkoff                     46        1997            2002                    Director
</TABLE>

        We set forth below certain biographical information regarding the
directors of Metrocall.

        Ronald V. Aprahamian has been a member of Metrocall's Board since May
1995. Mr. Aprahamian also serves on the Board of Directors of Sunrise Assisted
Living, Inc., and Inciscent, Inc. is Chairman of Superior Consultants, a
healthcare computer services firm, and is an independent investor. Mr.
Aprahamian was Chairman and Chief Executive Officer of The Compucare Company, a
health care computer software services firm, from January 1988 to October 1996.

        William L. Collins III has been President and Chief Executive Officer of
Metrocall since January 1996 and has served as Director and Vice Chairman of the
Board since September 1994, and has served as Chairman since May 2000. From 1988
to 1994, Mr. Collins was the Chairman of the Board, Chief Executive Officer,
President and a director of FirstPAGE USA, Inc. and its predecessor companies.
Mr. Collins serves as Chairman of the Board of Directors of USA
Telecommunications, Inc., and Inciscent Inc. From 1977 to 1988, Mr. Collins was
President of C&C, Inc., a national communications marketing and management
company.

        Michael Greene has been a director of Metrocall since January 1997. He
is a Partner of UBS Capital Americas LLC, which is the private equity subsidiary
of the Union Bank of Switzerland. Mr. Greene has worked in Union Bank's private
equity and leveraged finance businesses since he joined it in 1990. Mr. Greene
serves on the Board of Directors of CBP Resources Inc.

        Max D. Hopper has been a director of Metrocall since December 1997. Mr.
Hopper was also a director of ProNet Inc. ("ProNet") from May 1997 until
ProNet's merger with Metrocall in December 1997. Since 1995, Mr. Hopper has been
a Principal and CEO of Max D. Hopper Associates, a consulting firm that
specializes in creating benefits for the strategic use of advanced information
technologies. Prior to 1995, Mr. Hopper spent 20 years in several positions with
AMR Corporation, American Airlines' parent company. Mr. Hopper is also a
director for Accrue Software, Inc., Exodus Communications, Inc., Gartner Group,
Inc., Payless Cashways, Inc., United Stationers, Inc, and US Data Corporation.

        Edward E. Jungerman has been a director of Metrocall since December
1997. Mr. Jungerman was a director of ProNet from



                                       3
<PAGE>

May 1992 until the merger of ProNet with Metrocall in December 1997. He has been
President of Impulse Telecommunications Corporation, a strategic consulting
firm, since 1986. Mr. Jungerman has over 25 years experience in the
telecommunications field, including senior executive positions at Northern
Telecom, Inc. and private, start-up ventures in the specialized advanced
telecommunications services field.

        Francis A. Martin, III has been a director of Metrocall since November
1994. Mr. Martin is the President and Chief Executive Officer of MCP Holdings,
LLC and Chairman of the Board, President and Chief Executive officer of Media
Holdings, Inc. Mr. Martin previously served as President and Chief Executive
Officer of Chronicle Broadcasting Company, a publicly-held television
broadcasting company. Mr. Martin also serves on the Board of Directors of
Inciscent, Inc.

        Harold S. ("Pete") Wills has been a director of Metrocall since March
2000. Mr. Wills was President of PSINet Inc. from September 1998 to November
2000 and a Director and Chief Operating Officer of PSINet from April 1996 to
November 2000. He was Executive Vice President of PSINet from April 1996 to
September 1998. Mr. Wills served as Chief Operating Officer of Hospitality
Information Networks, Inc. from July 1995 through January 1996. Mr. Wills was
elected to the Board of Directors pursuant to the terms of PSINet's stock
purchase agreement with Metrocall, dated February 2, 2000.

        Royce R. Yudkoff has been a director of Metrocall since April 1997. Mr.
Yudkoff is the Managing Partner of ABRY Partners, Inc., a private equity
investment firm which invests in the communications and media industries. Prior
to co-founding ABRY in 1988, Mr. Yudkoff was a partner at Bain & Company, an
international management consulting firm where he had significant responsibility
for Bain's media practice. Mr. Yudkoff serves on the Board of Directors of Muzak
Holdings LLC.


EXECUTIVE OFFICERS

        Executive officers of Metrocall serve at the pleasure of the Board of
Directors, subject to the provisions of their employment agreements. This table
sets forth the names of the executive officers of Metrocall, their ages as of
April 1, 2002, and their positions with Metrocall.

<TABLE>
<CAPTION>
          NAME                    AGE                              POSITION
          ----                    ---                              --------
<S>                               <C>      <C>

William L. Collins III            51       President, Chief Executive Officer and Chairman of the Board
Vincent D. Kelly                  42       Chief Financial Officer, Treasurer, and Executive Vice President
</TABLE>


        We set forth below certain biographical information regarding the
executive officers of Metrocall.

        William L. Collins III has been President and Chief Executive Officer of
Metrocall since January 1996 and Chairman of the Board of Directors since May
2000. He served as Director and Vice Chairman of the Board from September 1994
to May 2000. From 1988 to 1994, Mr. Collins was the Chairman of the Board, Chief
Executive Officer, President and a director of FirstPAGE USA, Inc. and its
predecessor companies. Mr. Collins serves as Chairman of the Board of Directors
of USA Telecommunications, Inc. From 1977 to 1988, Mr. Collins was President of
C&C, Inc., a national communications marketing and management company.

        Vincent D. Kelly has been the Chief Financial Officer and Vice President
of Metrocall since January 1989. Mr. Kelly has also served as Treasurer since
August 1995. He was appointed Executive Vice President in February 1997. Mr.
Kelly served as Chief Operating Officer of Metrocall from February 1993 through
August 31, 1994, when Metrocall acquired FirstPAGE USA, Inc. Mr. Kelly was a
director of Metrocall from 1990 until November 1996. Mr. Kelly is a certified
public accountant.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Based on our records and other information, we believe that our
directors and officers reported all transactions in Metrocall's common stock and
options on a timely basis during the fiscal year ended December 31, 2001.



                                       4
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth a summary of all compensation during the last
three fiscal years for (1) Metrocall's Chief Executive Officer, and (2) the
executive officers of Metrocall whose aggregate annual salary and bonus exceed
$100,000 for the year ended December 31, 2001 (the "named executive officers").


<TABLE>
<CAPTION>
                                                        FOR THE                                   LONG TERM
                                                          YEAR                                   COMPENSATION
              NAME AND                                    ENDED                                  ------------        ALL OTHER
         PRINCIPAL POSITION                            DECEMBER 31   SALARY           BONUS(a)      OPTIONS         COMPENSATION
         ------------------                            -----------   ------           --------      -------         ------------
<S>                                                        <C>     <C>                <C>           <C>            <C>

William L. Collins III ............................        2001     $530,000          $      -             -       $1,104,882(b)
  President, Chief Executive Officer and ..........        2000      530,000           425,000       225,000           44,800(c)
  Chairman of the Board ...........................        1999      500,000           425,000       150,000           51,292(c)

Vincent D. Kelly ..................................        2001     $400,000          $      -             -       $  803,300(d)
  Chief Financial Officer, ........................        2000      400,000           320,000       150,000            3,643(e)
  Treasurer, and Executive Vice ...................        1999      375,000           325,000       100,000            3,200(e)

Steven K. Jacoby ..................................        2001     $292,315(f)       $      -             -       $  803,077(f)
  Chief Operating Officer .........................        2000      400,000           320,000       150,000            5,558(e)
  and Executive Vice President ....................        1999      375,000           325,000       100,000            3,200(e)
</TABLE>

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

(a) Includes bonuses earned in the year indicated, whether paid in the year
    indicated or the following year.

(b) Payments by Metrocall for life insurance premiums pursuant to Mr. Collins'
    employment contract and retention payments made under his retention
    agreement as described under Employment Arrangements.

(c) Payments made by Metrocall for life insurance premiums pursuant to Mr.
    Collins' employment contract.

(d) Allocation of employer contribution under the Metrocall, Inc. Savings and
    Retirement Plan and retention payments made under Mr. Kelly's retention
    agreement as described under Employment Arrangements.

(e) Allocation of employer contribution under the Metrocall, Inc. Savings and
    Retirement Plan.

(f) Mr. Jacoby's 2001 salary is through September 11, 2001, the date of his
    death. Metrocall also paid Mr. Jacoby $800,000 under the terms of his
    retention agreement and paid Mr. Jacoby's estate upon his death $1,338,454
    under the terms of his employment agreement.

OPTION GRANTS IN 2001

        No options were granted to the named executive officers during 2001.

DIRECTOR COMPENSATION

        Directors who are full-time officers of Metrocall receive no additional
compensation for serving on the Board or its committees. Directors who are not
full-time officers of Metrocall receive an annual fee of $20,000, plus $2,500
for each regular board meeting attended and $1,500 for each special board or
committee meeting attended (other than a committee meeting that occurs on the
same day as an otherwise scheduled board meeting). Directors are reimbursed for
travel costs and other out-of-pocket expenses



                                       5
<PAGE>

incurred in attending meetings.

        The Metrocall, Inc. 1996 Stock Option Plan, as amended, provides for
formula grants of stock options to directors who have never been officers or
employees of Metrocall and allows the Board to make discretionary grants to any
director. Under the plan, every eligible director who begins service on the
Board receives an initial option to purchase 10,000 shares of Metrocall's common
stock. Each eligible director also receives an additional option to purchase
1,000 shares of Metrocall's common stock on each anniversary of the initial
option, provided that the director continues to be an eligible director on each
anniversary date. These options become fully exercisable six months after the
date of grant. The exercise price for options granted to directors is the fair
market value of Metrocall's common stock on the date the option is granted.
During 2000, each non-employee director received formula options to purchase
1,000 shares of Metrocall's common stock at prices ranging from $1.969 per share
to $9.00 per share. Each director who was not a full-time officer received
discretionary grants to purchase 10,000 shares of Metrocall's common stock at
$2.03 per share. In 2002, Metrocall terminated the 1996 Stock Option Plan.

        Messrs. Collins and Martin were appointed by Metrocall as directors of
Inciscent, Inc., a strategic venture between Metrocall, Aether, PSINet, Hicks,
Muse and others. In that capacity, each was awarded, along with the other
Inciscent directors, options to purchase 20,000 shares of Inciscent common stock
at an exercise price of $2.00 per share. One-third of the options become
exercisable on May 4, 2001, and an additional 2.778% become exercisable each
month thereafter so long as the director remains on the Inciscent board. The
options expire on May 4, 2010.

EMPLOYMENT ARRANGEMENTS

        Messrs. Collins and Kelly are parties to employment contracts that
presently provide for terms of employment through December 31, 2004 (with
automatic extensions). Under these agreements, as amended, Messrs. Collins and
Kelly have salaries of $530,000 and $400,000 respectively. Each of these
contracts provides for certain payments if the executive's employment is
terminated without cause, if the executive terminates the contract for good
reason or if the executive's employment is terminated by reason of death or
disability. In such event, Metrocall will pay the executive or his estate the
full base salary and benefits (in connection with termination without cause or
resignation for good reason) that would otherwise have been paid to the
executive during the remaining term of the agreement. Terminations without cause
or resignations for good reason would also require Metrocall to pay the
executive, at his election, the difference between the fair market value of
stock subject to options (including those otherwise unexercisable) and the price
he would have had to pay to exercise the options. If the executive voluntarily
terminates employment (other than for good reason), Metrocall will pay the
executive one year's base salary and benefits under the contract. The reasons
for resignation for good reason under each contract include the termination of
the employment of the other executive by the Company without cause or by the
other executive for "good reason."

        Messrs. Collins and Kelly also are parties to separate change of control
agreements which currently run through December 31, 2003 (with automatic
extensions). Changes of control are defined as (1) any person's acquiring more
than 50% of Metrocall voting stock that has the right to vote for the election
of directors; (2) changes in Board membership such that those directors who were
Board members on April 1, 2001, along with any directors subsequently added with
approval of two-thirds of the Board, do not constitute at least 66 2/3% of the
Board; (3) the consummation of a merger, consolidation or other business
combination of Metrocall or any subsidiary with any other corporation unless the
outstanding voting securities of Metrocall continue to represent at least a
majority of the combined voting power of the securities of the surviving entity;
(4) the consummation of an agreement for the sale, lease or other disposition by
Metrocall of all or substantially all of its assets, other than to an entity, at
least a majority of the combined voting power of outstanding securities of which
are owned by stockholders of Metrocall in substantially the same proportions as
their ownership in Metrocall prior to the sale, lease or other disposition; or
(5) upon an entry by a court of an order confirming a plan of reorganization of
Metrocall under Chapter 11 of the Bankruptcy Code. A change of control is also
deemed to occur if the executive is removed at the request of a third party who
has taken steps to effect a change of control or the termination was otherwise
caused by a change of control. If an executive were terminated within two years
following a change of control without "cause" or by the executive for "good
reason" (each as defined in the agreements), the executive would be entitled to
payment of two times the sum of his salary and annual target recent bonus within
30 days after termination of employment, together with a payment of the option
spread (as described above), paid health coverage for up to 18 months, and
certain other benefits. Payment would be grossed up, as necessary, to provide
that the executive receives his payments net of any parachute excise taxes and
any taxes on the excise payment (but the executive would remain responsible for
any income taxes on the payment). Messrs. Collins and Kelly have entered into
retention agreements whereby Metrocall paid them an amount equal to their annual
base salary as currently in effect and their target annual bonus amount for the
current fiscal year, reduced by any applicable withholding taxes, in one lump
sum of cash or immediately available funds, as incentives for them to remain
with the Company through its restructuring process and in consideration of
amendments to their existing



                                       6
<PAGE>

employment and change of-control agreements. The executives are obligated to
repay the amount of the payments (net of taxes paid and/or withheld) if the
executive's employment ends prior to the earliest of (1) confirmation of a plan
of reorganization in a Chapter 11 proceeding; (2) sale of all or substantially
all of the assets of the company; (3) appointment of a trustee for the company;
and (4) April 1, 2003.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Board of Directors has appointed a Compensation Committee to
consider compensation matters. At December 31, 2001, Messrs. Wills, Greene and
Yudkoff were members of the Compensation Committee. No member of this Committee
was at any time during the 2001 fiscal year or at any other time an officer or
employee of Metrocall.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Under the rules of the Securities and Exchange Commission, a beneficial
owner of Metrocall's common stock is a person who directly or indirectly has or
shares voting power or investment power with respect to the shares of common
stock. Voting power is the power to direct the vote of the shares. Investment
power is the power to dispose of or direct the disposition of the shares.
Beneficial ownership of the shares also includes those shares as to which voting
power or investment power may be acquired within 60 days.

        The information on beneficial ownership in the table and the footnotes
below is based upon Metrocall's records and the most recent Schedule 13D or 13G
filed by each such person or entity. Unless otherwise indicated, each person has
sole voting power and sole investment power with respect to the shares shown.

<TABLE>
<CAPTION>
                                                                          NUMBER OF SHARES       PERCENT OF COMMON
                                                                            BENEFICIALLY               STOCK
                                 NAME                                           OWNED                OUTSTANDING
                                 ----                                           -----                -----------
<S>                                                                       <C>                        <C>
William L. Collins III, President, Chief Executive Officer and
   Chairman of the Board                                                    1,074,933(a)                1.2%
Vincent D. Kelly, Chief Financial Officer, Treasurer and Executive
   Vice President                                                            481,588(b)                  *
Ronald V. Aprahamian, Director                                               106,000( c)                 *
Michael Greene, Director                                                      62,280(d)                  *
Max D. Hopper, Director                                                       60,000(e)                  *
Edward E. Jungerman, Director                                                 63,150(f)                  *
Francis A. Martin, III, Director                                             103,000(g)                  *
Harold S. Wills, Director                                                   6,930,137(h)                7.7%
Royce R. Yudkoff, Director                                                    60,061(I)                   *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (9 PERSONS)                 8,941,149(j)               9.93%

Global Card Holdings Inc.                                                    13,250,000               14.73%
Affiliate of Hicks, Muse, Tate and Furst                                      7,832,422                 8.7%
Aether Systems, LLC.                                                          7,776,769                 8.6%
PSINet Inc.                                                                   6,930,137                 7.7%
</TABLE>

*   Less than 1%.

(a) Includes 19,396 shares owned of record by USA Telecommunications, Inc. ("USA
    Tel."); 305 shares owned by William L. Collins Jr.; and 711,846 shares to be
    issued upon the exercise of options granted under Metrocall's stock option
    plans.

(b) Includes 406,588 shares issuable upon the exercise of options granted under
    Metrocall's stock option plans.

(c) Includes 51,000 shares of Metrocall's common stock issuable upon the
    exercise of options granted under Metrocall's stock option plans.

(d) Includes 14,280 shares held by UBS Capital LLC, of which Mr. Greene is a
    Managing Director and 48,000 shares of Metrocall's common stock issuable
    upon exercise of options granted under Metrocall's stock option plans.



                                       7
<PAGE>

(e) Includes 51,000 shares of Metrocall's common stock issuable upon exercise of
    options granted under Metrocall's stock plans.

(f) Includes 62,250 shares of Metrocall's common stock issuable upon exercise of
    options granted under Metrocall's stock option plans.

(g) Includes 53,000 shares of Metrocall's common stock issuable upon exercise of
    options granted under Metrocall's stock option plans.

(h) Includes 6,920,137 shares held by PSINet Inc., as to which Mr. Wills
    disclaims beneficial ownership, and 10,000 shares of Metrocall's common
    stock to be issued upon exercise of options granted under Metrocall's stock
    option plans.

(i) Includes 48,000 shares of Metrocall's common stock issuable upon exercise of
    options granted under Metrocall's stock option plans.

(j) Includes an aggregate of 1,441,684 shares of Metrocall's common stock to be
    issued upon the exercise of options granted under Metrocall's stock option
    plans; and 19,701 shares through beneficial ownership.


        The following table sets forth beneficial ownership by Metrocall's
directors and executive officers of shares of common stock of Inciscent, Inc.,
which may be deemed to be a subsidiary of Metrocall.

<TABLE>
<CAPTION>
                                                                              NUMBER OF
                                                                          INCISCENT SHARES       PERCENT OF COMMON
                                                                            BENEFICIALLY               STOCK
                                 NAME                                           OWNED                OUTSTANDING
                                 ----                                           -----                -----------
<S>                                                                       <C>                    <C>
William L. Collins III, President, Chief Executive Officer and
Chairman of the Board                                                         628,164 (a)              3.5%
Vincent D. Kelly, Chief Financial Officer, Treasurer and Executive
Vice President                                                                461,538                  2.6%
Ronald V. Aprahamian, Director                                                 35,000                    *
Michael Greene, Director                                                       35,000                    *
Max D. Hopper, Director                                                        35,000                    *
Edward E. Jungerman, Director                                                  35,000                    *
Francis A. Martin, III, Director                                               47,778 (a)                *
Royce R. Yudkoff, Director                                                     35,000                    *

All Metrocall officers and directors as a group.                            1,312,480                  7.2%
</TABLE>

(a) Includes options to acquire 12,778 shares of Inciscent common stock
Messrs. Collins and Martin were appointed as directors by Metrocall of
Inciscent, Inc. In that capacity, each was awarded, along with the other
Inciscent directors, options to purchase 20,000 shares of Inciscent common stock
at an exercise price of $2.00 per share. One-third of the options became
exercisable on May 4, 2001, and an additional 2.778% become exercisable each
month thereafter so long as the director remains on the Inciscent board. The
options expire on May 4, 2010.


AGGREGATE OPTION EXERCISES IN 2001 AND OPTION YEAR-END VALUE

        No options were exercised in 2001. The following table sets forth the
fiscal year-end value of all unexercised options held by the named executive
officers.

<TABLE>
<CAPTION>
NAME                             NUMBER OF SHARES UNDERLYING UNEXERCISED OPTIONS AT DECEMBER   VALUE OF UNEXERCISED IN-THE-MONEY
                                             31, 2001 EXERCISABLE/UNEXERCISABLE                   OPTIONS AT DECEMBER 31, 2001
                                                                                                   EXERCISABLE/UNEXERCISABLE
<S>                                                    <C>                                      <C>
William L. Collins III                                 711,846/375,000                                        -/-
Vincent D. Kelly                                       406,588/250,000                                        -/-
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



                                       8
<PAGE>

        Mr. William L. Collins, III, President, Chief Executive Officer,
Director, and Chairman of the Board of Directors of Metrocall, is a general
partner in three real estate partnerships that leased commercial office space to
Metrocall in Alexandria, Virginia during 2001. The lease payments to entities
with whom Mr. Collins is affiliated amounted to approximately $14,000 for the
year ended December 31, 2001. Metrocall expects that the annual rent for the
remaining lease in 2002 will amount to approximately $14,000.

        In July 1993, Metrocall entered into a Tax Indemnification Agreement
with, among others, Mr. Vincent D. Kelly and certain former board members (the
"Subchapter S stockholders"), which agreement relates to their respective income
tax liabilities in connection with Metrocall's earlier status as an S
Corporation. Because Metrocall became subject to corporate income taxation after
Metrocall's initial public offering, the reallocation of income and deductions
between the period during which Metrocall was treated as an S Corporation and
the period during which Metrocall became subject to corporate income taxation
may have increased the taxable income of one party while decreasing that of
another party. Accordingly, the Tax Indemnification Agreement was intended to
assure that taxes are borne by Metrocall on the one hand and the Subchapter S
stockholders on the other hand only to the extent that such parties are required
to report the related income for tax purposes. Subject to certain limitations,
the Tax Indemnification Agreement generally provides that the Subchapter S
stockholders will be indemnified by Metrocall with respect to federal and state
income taxes (plus interest and penalties) shifted from a taxable year
subsequent to the initial public offering to a taxable year in which Metrocall
was an S Corporation. In addition, Metrocall will be indemnified by the
Subchapter S stockholders, subject to certain limitations, with respect to
federal and state income taxes (plus interest and penalties) that arise from a
termination of S Corporation status prior to the date of such termination or
which are shifted from taxable year in which Metrocall was an S Corporation to a
taxable year subsequent to the consummation of the initial public offering. Any
payment made by Metrocall to the Subchapter S stockholders pursuant to the Tax
Indemnification Agreement likely will be considered by the Internal Revenue
Service or the applicable state taxing authorities to be nondeductible by
Metrocall for income tax purposes. As of April 1, 2002, no indemnification
obligations have arisen under the Tax Indemnification Agreement with respect to
any of the parties thereto.

        ProNet (and Metrocall as successor-in-interest) entered into an
Incentive Compensation Agreement dated July 7, 1997 with Impulse
Telecommunications Corporation regarding the development of certain messaging
services. Mr. Jungerman is the President of Impulse Telecommunications
Corporation. Maximum compensation under the Incentive Compensation Arrangement
is $350,000. Metrocall also has a consulting service agreement with Impulse
Telecommunications Corporation under which costs of services were approximately
$60,000 and $0 in 2000 and 2001, respectively. No costs are expected to be
incurred in 2002.

        Metrocall has agreed to provide services in an amount of $15 million to
Inciscent, Inc. in return for Metrocall's ownership interest in Inciscent. Some
members of Metrocall's Board of Directors have relationships with entities that
have agreed to provide services or cash to Inciscent. Metrocall believes all
transactions between Inciscent and Metrocall and between Inciscent and those
entities of which some of Metrocall's directors and officers are directors or
officers are on terms that are no less favorable than arms-length. During 2001,
Metrocall provided administrative and other services in an amount of $1.0
million to Inciscent


        William L. Collins III is indebted to Inciscent, Inc., in the amount of
$123,077, and Vincent D. Kelly is indebted to Inciscent in the amount of
$92,308. This indebtedness was incurred in February 2000 to pay for Inciscent
founders shares issued to each executive in connection with the organization of
Inciscent. The notes bear interest at the rate of 6.25% and are repayable
February 2, 2004 or earlier, if the executive ceases to be an employee of
Inciscent or Metrocall. The indebtedness is secured by a pledge of the Inciscent
stock issued to the executive.



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<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized on
April 30, 2002.

                                            METROCALL, INC.

                                            By:/s/ VINCENT D. KELLY
                                               ----------------------------
                                                 Vincent D. Kelly
                                                 Chief Financial Office



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