BY-LAWS



                                       OF



                        PAGING NETWORK OF COLORADO, INC.





                                   ARTICLE I.



                          Certificate of Incorporation



      These by-laws, the powers of the corporation and of its directors and

stockholders, and all matters concerning the conduct and regulation of the

business of the corporation shall be subject to such provisions in regard

thereto as are set forth in the certificate of incorporation filed pursuant to

the General Corporation Law of Delaware which is hereby made a part of these

by-laws.



      The term "certificate of incorporation" in these by-laws, unless the

context requires otherwise, includes not only the original certificate of

incorporation filed to create the corporation but also all other certificates,

agreements of merger or consolidation, plans of reorganization, or other

instruments, howsoever designated, filed pursuant to the General Corporation Law

of Delaware which have the effect of amending or supplementing in some respect

the corporation's original certificate of incorporation.



                                  ARTICLE II.



                                 Annual Meeting



      An annual meeting of stockholders shall be held for the election of

directors and for the transaction of any other business for the transaction of

which the meeting shall have been properly convened on the fourth Thursday in

April in each year, within or without the State of Delaware, and at such time as

shall be fixed by the board of directors and specified in the notice of the

meeting, if such date is not a legal holiday and if a legal holiday, then at the

same hour on the next succeeding day not a legal holiday. Any other proper

business may be transacted at the annual meeting. If the annual meeting for

election of directors shall not be held on the date designated therefor, the

directors shall cause the meeting to be held as soon thereafter as convenient.

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                                      -2-





                                  ARTICLE III.



                        Special Meetings of Stockholders



      Special meetings of the stockholders may be held either within or without

the State of Delaware, at such time and place and for such purposes as shall be

specified in a call for such meeting made by the board of directors or by a

writing filed with the secretary signed by the president, by any vice president

or by a majority of the directors.



                                  ARTICLE IV.



                        Notice of Stockholders' Meetings



      Whenever stockholders are required or permitted to take any action at a

meeting, a written notice of the meeting shall be given which shall state the

place, date and hour of the meeting and, in the case of a special meeting, the

purpose or purposes for which the meeting is called, which notice shall be given

not less than ten nor more than sixty days before the date of the meeting,

except where longer notice is required by law, to each stockholder entitled to

vote at such meeting, by leaving such notice with him or by mailing it, postage

prepaid, directed to him at his address as it appears upon the records of the

corporation. In case of the death, absence, incapacity or refusal of the

secretary, such notice may be given by a person designated either by the

secretary or by the person or persons calling the meeting or by the board of

directors. When a meeting is adjourned to another time or place, notice need not

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