8-K

                 SECURITIES AND EXCHANGE COMMISSION 
                       WASHINGTON, D.C. 20549 
  
                              FORM 8-K 
                           CURRENT REPORT 
  
               Pursuant to Section 13 or 15(d) of the 
                  Securities Exchange Act of 1934 
  
                            February 9, 1998 
                   _________________________________ 
                   (Date of earliest event reported) 
  
                          Paging Network, Inc. 
         ______________________________________________________ 
         (Exact name of Registrant as specified in its charter) 
  
   Delaware               0-19494                  04-2740516 
 ______________     _____________________      __________________ 
 (State of          (Commission File No.)      (IRS Employer 
 Incorporation)                                Identification No.) 
  
                      4965 Preston Park Boulevard 
                          Plano, Texas  75093 
                                     
      ____________________________________________________________ 
      (Address of principal executive offices, including zip code) 
  
                             (972) 985-4100 
          ____________________________________________________ 
          (Registrant's telephone number, including area code) 
  
                                  n/a 
     _____________________________________________________________ 
     (Former name or former address, if changed since last report) 
  

 Item 5.   Other Events 
  
 On February 9, 1998, the Registrant issued the attached press release. 


 Item 7.   Financial Statements and Exhibits 
  
           99.1   Press Release, dated February 9, 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 hereunto duly authorized. 
  
 Dated: February 13, 1998 
  
                          Paging Network, Inc. 
  
  
                          By:  /s/ G. Robert Thompson
                               ____________________________
                               G. Robert Thompson 
                               Vice President - Finance 
                                

EX-99

 FOR IMMEDIATE RELEASE 
 Contacts: Jenny Haynes 
 (972) 985-6750 
 Scott Baradell 
 (972) 985-6791 

  
      PAGENET ANNOUNCES REORGANIZATION TO FACILITATE NEW STRATEGY, 
            POSITION COMPANY FOR LONG-TERM PROFITABLE GROWTH 

  
 DALLAS, February 9, 1998 -- PageNet (Nasdaq: PAGE), the world's largest
 wireless messaging company, today announced it will implement a major
 realignment of its U.S. operations. 
  
 John P. Frazee, Jr., PageNet's chairman, president and CEO, said the
 reogranization is aimed at creating a world-class organization that
 will achieve long-term profitable growth through the creation and
 delivery of branded, customized, value-added wireless information
 services. 
  
 "Fundamentally, our network, our distribution channels and our customer
 base are a platform -- a powerful platform for supplying all kinds of
 information broadly, quickly and conveniently.  That information can be
 a simple personal alert -- the traditional paging message -- but it also
 can be much more than that.  As PageNet will soon begin demonstrating
 through a number of promising initiatives, we are beginning to evolve
 from a paging or wireless messaging company to something significantly
 broader: a wireless information provider," said Mr. Frazee. 
  
 "We have barely scratched the surface of our ability to offer
 customized, value-added information services to our customers.  These
 information services will span the worlds of business and finance;
 government and education; sports and entertainment; information
 oriented to consumers and to individual corporations; and other
 targeted, branded applications that will be marketed and distributed by
 PageNet and transmitted over our wireless network," he said. 
  
 "The primary objective of this realignment is to create the
 organization that can best take advantage of the opportunities ahead
 while improving the fundamentals of our core business.  Our aim is to
 create an organization that achieves profitable growth and a strong
 balance sheet for our shareowners, provides superior service to our
 customers, and offers an exciting and rewarding work environment for
 our employees." 
  
 To accommodate the realignment, PageNet will record a charge in the
 range of $65 million to $80 million during the first quarter of 1998. 
 The company said it expects to realize annual recurring performance
 improvements and cost savings of $45 million to $55 million when the
 realignment plan is completed in nine to 15 months.  Additionally, the
 company expects the realignment to result in sales productivity
 increases that, together with associated price increases, will result
 in approximately $75 million in incremental annual revenues upon
 completion of the reorganization. 
  
 PageNet will create an expanded sales organization, eliminate redundant
 regional administrative operations, and consolidate key support
 functions into company-wide Centers of Excellence.  Support functions
 to be consolidated include customer service, billing and accounting,
 order fulfillment and inventory management, and some technical
 operations. 
  
 While the addition of sales personnel and the creation of Centers of
 Excellence will create jobs in some cities, the consolidation of
 support functions -- today dispersed across approximately 50 locations
 across the country -- will result in the net elimination of about 30
 percent of the company's 6,000 positions in the United States over the
 next nine to 15 months.  The company expects a large percentage of the
 workforce reductions to be accomplished through attrition, although
 severance, outplacement and counseling plans are being established to
 assist employees whose jobs will be eliminated or relocated. 
  
 "This realignment is the culmination of a collaborative effort between
 PageNet associates and outside consultants, and has included input from
 more than 300 PageNet colleagues.  While it has required a number of
 difficult decisions and will ultimately affect the jobs of many of our
 associates, it is a solid, forward-looking plan that will help us to
 reach our goals as an organization.  The realignment creates a
 flexible, efficient organization for launching and supporting our new
 strategy," Mr. Frazee said. 
  
 PageNet is a wireless information provider serving more than 10.3
 million subscribers in the United States and Canada through a
 coast-to-coast network of sales and service offices, resellers and
 affiliates.  PageNet offers text and numeric messaging with local,
 regional and nationwide coverage options.  PageNet also provides
 broadcast and personalized information services, including exclusive
 CNN news, sports and financial updates.  Detailed information and
 coverage maps for PageNet services are available on the Internet at
 www.pagenet.com. 
  
                                  ### 
  
 Safe Harbor Under the Private Securities Litigation Reform Act of 1995 
  
 The statements contained in this release which are not historical
 facts, such as those concerning the future development and performance
 of new products and services and future charges, performance
 improvements, cost savings, attrition rates, and sales productivity and
 revenue increases, are forward-looking statements that are subject to
 risks and uncertainties and could differ materially from those set
 forth in the forward-looking statements.  Among the factors that could
 cause actual future results to differ materially are the accuracy of
 assumptions regarding the reorganization plan, timing considerations,
 competitive pressures, growth rates and acceptance of PageNet's
 services in the marketplace. 
  
 PageNet(R) is a registered trademark of Paging Network, Inc.