8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

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

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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 6, 1998


                              PAGING NETWORK, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                        0-19494                04-2740516
(State or other jurisdiction of        (Commission           (I.R.S. Employer
incorporation or organization)         File Number)          Identification No.)



     4965 PRESTON PARK BOULEVARD
         PLANO, TX 75093                                         75093
(Address of principal executive offices)                       (zip code)



REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 985-4100





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                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS

     On January 6, 1998, Paging Network, Inc. (the "Company") announced that
George M. Perrin, who founded the Company in 1981, will retire as anticipated
from its Board of Directors effective January 31, 1998.

     The Company's press release regarding this matter is attached hereto as an
exhibit and incorporated herein by reference.


EXHIBITS

     1.   Press Release issued January 6, 1998.


                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.

                                       PAGING NETWORK, INC.


                                       By: s/ G. Robert Thompson
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                                           G. Robert Thompson, Vice
                                           President-Finance

DATED:  January 7, 1998

EX-1

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             PAGENET ANNOUNCES GEORGE M. PERRIN TO RETIRE FROM BOARD

Dallas, Texas (January 6, 1998) -- PageNet announced today that George M.
Perrin, who founded the company in 1981, will retire as anticipated from its
board of directors January 31, 1998. Mr. Perrin served as the company's chairman
from January 1994 to August 1997 and president and CEO from 1981 to 1993.
PageNet's board of directors consolidated the chairman, president and chief
executive roles in August 1997 and named John P. Frazee, Jr., a PageNet board
member since 1995, to that position.

"Through the past several years, I've expressed my intent to take an
ever-decreasing role in PageNet," said Mr. Perrin. "With strong, new management
in place that has a background in telecommunications, I feel confident in taking
this step now."

"Through the years Mr. Perrin has built an unsurpassed nationwide wireless
transmission network and a subscriber base of more than 10 million. The vision,
talent and dedication necessary to create such an industry-leading organization
is enormous," said Mr. Frazee. "Those of us associated with the company today
are committed to taking the strategic assets which he and the employees he led
have created to the next level of achievement in the fast-paced and exciting
wireless arena."

Paging Network, Inc. (Nasdaq: PAGE) provides service to more than 10.2 million
users in the United States and Canada through its coast-to-coast network of
sales and service offices, resellers and affiliates. PageNet services include
numeric and text messaging with local, regional and nationwide coverage options.
Detailed information is available on the Internet at WWW.PAGENET.COM.