~~UNITED~~SECURITIES ~~STATESSECURITIES~~ 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 ~~Date of Report (Date of earliest event reported): October 21, 2004~~

Date of Report (Date of earliest event reported): November 5, 2004

METROCALL HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-21924	54-1215634
(State or other jurisdiction of incorporation )	(Commission File Number)	(I.R.S. Employer Identification No.)
6677 Richmond Highway, Alexandria, Virginia		22306
(Address of principal executive offices)		(Zip Code)


6677 Richmond Highway, Alexandria, Virginia			22306

(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (703) 660-6677

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On ~~October~~November 225, 2004, Metrocall Holdings, Inc. ~~and~~issued ~~Arch~~a ~~Wireless,~~press ~~Inc. will~~release ~~mail~~announcing athat ~~supplement~~the toDepartment ~~their~~of ~~joint~~Justice ~~proxy~~closed ~~statement/prospectus~~its ~~dated~~investigation ~~October 6, 2004,~~of ~~relating to~~ the pending ~~special~~merger ~~meeting~~ of ~~stockholders of~~ Metrocall ~~and~~with Arch ~~to be held on November 8~~Wireless, ~~2004~~Inc. ~~to approve the merger of Metrocall~~ and ~~Arch.~~certain ~~The~~other matters ~~supplement~~relating to the ~~joint~~pending ~~proxy~~merger ~~statement/prospectus~~with Arch, which is included as Exhibit 99.1 hereto and ~~has been~~ incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable. (b) Not applicable. (c) Exhibits.

(b) Not applicable.


Exhibit No.		Description
99.1		Press Release dated November 5, 2004

Exhibit No.		Description
99.1		Supplement to joint proxy statement/prospectus to be mailed to stockholders of Metrocall and Arch on or about October 22, 2004.

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This filing includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including ~~statements~~ statements relating to the ~~anticipated~~consummation ~~settlement~~and timing of the ~~two~~merger ~~purported~~between ~~class~~Metrocall ~~action~~Holdings, ~~lawsuits~~Inc ~~filed~~and ~~against~~Arch ~~USA~~Wireless, ~~Mobility~~Inc. and expected future revenues, ~~Metrocall~~liquidity, products ~~Arch~~ and ~~the~~growth ~~members~~opportunities of the ~~board~~combined ofcompany. ~~directors~~These ofstatements are ~~Metrocall~~based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors, financial markets, the ~~approval~~failure of ~~such~~the ~~settlement,~~proposed transaction described above to be completed for any reason or the parties being ~~consummation~~unable ~~and~~to ~~timing~~recognize the benefits of the ~~merger~~transaction. ~~between~~More detailed information about those factors is contained in Metrocall’s and Arch’s ~~and~~filings ~~expected~~with the ~~future~~Securities ~~revenues~~and Exchange Commission, ~~operating~~including ~~expenses~~their respective annual reports on Form 10-K for the year ended December 31, ~~synergies~~2003, ~~cash~~each ~~and~~as ~~long-term~~amended ~~debt~~by an ~~balances~~Amendment No. 1 to Form 10-K filed on April 29, ~~liquidity~~2004, ~~financial~~Metrocall’s ~~condition~~quarterly report on Form 10-Q for the quarter ended March 31, ~~products~~2004 ~~and~~as ~~growth~~amended ~~opportunities~~by ofan ~~USA~~Amendment ~~Mobility~~No. 1 ~~Words~~to ~~such~~Form as10-Q ~~“projections,”~~filed ~~“assumptions”~~on ~~“anticipate~~June 11,” 2004 and Amendment No. 2 to Form ~~“estimate,”~~10-Q ~~“expects,”~~filed ~~“projects~~on July 16,~~” “intends,”~~ ~~“plans~~2004,” ~~“believes”~~Metrocall’s ~~and~~quarterly ~~words~~report ~~and~~on Form 10-Q for the ~~terms~~quarter ofended ~~similar~~June 30, ~~substance~~2004 ~~identify~~as ~~forward-looking~~amended ~~statements~~by an Amendment No. 1 ~~All forward~~to Form 10-~~looking~~Q ~~statements~~filed on ~~reflect~~August 20, ~~present~~2004, ~~expectations~~Metrocall’s ofquarterly ~~future~~report ~~events~~on ~~and are~~Form ~~subject~~10-Q tofor ~~material~~the ~~risks~~quarter ended September 30, 2004 and ~~uncertainties~~Arch’s ~~that~~quarterly ~~could~~reports ~~cause~~on ~~actual~~Form ~~results~~10-Q for the toquarters ~~differ~~ended ~~materially~~March 31, ~~from~~2004, ~~those~~June 30, in2004, ~~the~~and ~~forward-looking~~September 30, ~~statements~~2004.

~~More~~USA ~~detailed~~Mobility, ~~information~~Inc. ~~about~~(formerly ~~these~~Wizards-Patriots ~~material~~Holdings, ~~risks~~Inc.), ~~and~~a recently-formed ~~uncertainties~~Delaware ~~is contained~~corporation inthat will become the ~~joint~~parent ~~proxy~~holding company ~~statement/prospectus~~for ~~previously~~each ~~mailed~~of to Metrocall’s and Arch’s ~~stockholders,~~upon ~~including~~completion ~~under~~of the ~~caption~~proposed ~~“Risk Factors~~merger,” has ~~and~~filed ~~Metrocall’s~~an ~~and~~amended ~~Arch’s~~Registration ~~filings~~Statement on Form S-4 with the ~~Securities~~SEC ~~and Exchange~~containing ~~Commission,~~the ~~including~~form ~~their~~of ~~respective~~a ~~annual~~joint ~~reports~~proxy onstatement/prospectus ~~Form~~and ~~10-K~~other ~~for~~relevant ~~the year~~documents ~~ended~~concerning ~~December 31,~~the ~~2003,~~proposed ~~each~~transaction aswith ~~amended~~the bySEC. anInvestors ~~Amendment~~are ~~No. 1~~urged to ~~Form 10-K~~read ~~filed~~the ondefinitive ~~April 29,~~joint ~~2004,~~proxy ~~Metrocall’s~~statement/prospectus ~~quarterly~~and ~~report~~any onother ~~Form~~relevant documents ~~10-Q~~filed ~~for~~with the ~~quarter~~ ~~ended~~SEC ~~March 31,~~because ~~2004,~~they aswill ~~amended~~contain byimportant aninformation. Investors ~~Amendment~~will ~~No. 1~~be able to ~~Form~~obtain ~~10-Q filed~~these ondocuments ~~June 11,~~free ~~2004~~of ~~and~~charge ~~Amendment~~at Nothe SEC’s website (www. 2sec.gov). toIn ~~Form~~addition, ~~10-Q~~documents filed onwith ~~July 16,~~the ~~2004, Metrocall’s~~SEC ~~quarterly~~by ~~report~~Metrocall or onArch ~~Form 10-Q~~with ~~for~~respect to the ~~quarter~~proposed ~~ended~~transaction ~~June 30,~~may ~~2004 as~~be ~~amended~~obtained free of charge by ancontacting ~~Amendment~~Metrocall NoHoldings, Inc. 1, to6677 ~~Form 10-Q~~Richmond ~~filed~~Highway, onAlexandria, Virginia ~~August 20~~22306, ~~2004~~Attention: Brett Mankey (tel.: 703-660-6677, ~~and~~extension 6231) or Arch’s ~~quarterly~~Wireless, ~~reports~~Inc., onAttention: ~~Form 10-Q~~Bob ~~for~~Lougee, ~~the~~Lougee ~~quarters~~Consulting ~~ended~~Group, ~~March 31~~7 Bridgeton Way, ~~2004~~Hopkinton, ~~and June 30~~MA 01748, ~~2004~~(tel.: 508-435-6117).

~~Stockholders~~Investors ~~are~~should ~~cautioned~~read ~~not to place undue reliance on~~ the ~~forward-looking~~ ~~statements,~~definitive ~~which~~joint ~~speak~~proxy ~~only~~statement/ ~~as of the date of this filing.~~prospectus ~~None~~carefully ofbefore ~~Metrocall,~~making ~~Arch or USA Mobility is under~~ any ~~obligation,~~voting ~~and each expressly disclaims any obligation, to update~~ or ~~alter~~investment ~~any forward-looking statements, whether as a result of new information, future events or otherwise~~decision.

~~All~~Metrocall ~~subsequent~~and ~~forward-looking~~its ~~statements~~directors ~~attributable~~and executive officers may be deemed to be participants in the solicitation of proxies from Metrocall,. ~~Arch~~The directors and orexecutive ~~USA~~officers ~~Mobility~~of orMetrocall ~~any~~include: ~~person~~Vincent ~~acting~~D. onKelly, ~~their~~Royce ~~behalf~~Yudkoff, Eugene ~~are~~I. ~~expressly~~Davis, ~~qualified~~Nicholas inA. Gallopo, David J. Leonard, Brian O’Reilly, Steven ~~their~~D. ~~entirety~~Scheiwe, byGeorge ~~the~~Z. ~~cautionary~~Moratis ~~statements~~and ~~contained~~Stan orSech. ~~referred~~Stockholders tomay inobtain ~~this~~additional ~~section~~information regarding the interests of such participants by reading the definitive joint proxy statement/prospectus.

~~USA~~Arch ~~Mobility~~and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Arch stockholders. The directors and executive officers of Arch include: William E. Redmond, ~~Inc~~Jr, Richard A. ~~(formerly~~Rubin, Samme ~~Wizards-Patriots~~L. ~~Holdings~~Thompson, ~~Inc~~James V.) Continenza, aEric Gold, Carroll D. McHenry, Matthew ~~recently-formed~~Oristano, ~~Delaware~~and ~~corporation~~C. ~~that~~Edward ~~will~~Baker, ~~become~~Jr. ~~the~~Stockholders ~~parent~~may ~~holding~~obtain additional ~~company~~information ~~for~~regarding ~~each~~the interests of ~~Metrocall~~such ~~and~~participants ~~Arch~~by ~~upon~~reading ~~completion~~the definitive joint proxy statement/prospectus.

of the proposed merger, has filed an amended Registration Statement on Form S-4 with the SEC containing the form of a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction with the SEC. Investors are urged to carefully read the definitive joint proxy statement/prospectus and any other relevant documents filed with the SEC before making any voting or investment decision. Investors will be able to obtain these documents free of charge at the SEC’s website (www.sec.gov). Please call Metrocall’s and Arch’s information agent, MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500 (call collect) if you need an additional copy of the joint proxy statement/prospectus, proxy card or any additional information or have any questions. In addition, documents filed with the SEC by Metrocall or Arch with respect to the proposed transaction may be obtained free of charge by contacting Metrocall Holdings, Inc., 6677 Richmond Highway, Alexandria, Virginia 22306, Attention: Brett Mankey (tel.: (703) 660-6677, ext. 6231) or Arch Wireless, Inc., Attention: Bob Lougee, Lougee Consulting Group, 7 Bridgeton Way, Hopkinton, MA 01748, (tel.: (508) 435-6117).

Metrocall and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Metrocall. The directors and executive officers of Metrocall include: Vincent D. Kelly, Royce Yudkoff, Eugene I. Davis, Nicholas A. Gallopo, David J. Leonard Brian O’Reilly, Steven D. Scheiwe, George Z. Moratis and Stan Sech. Collectively, as of October 5, 2004, the beneficial common stock ownership of the directors and executive officers of Metrocall was approximately 1.8%. Stockholders may obtain additional information regarding the interests of such participants by reading the definitive joint proxy statement/prospectus.

Arch and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Arch stockholders. The directors and executive officers of Arch include: William E. Redmond, Jr., Richard A. Rubin, Samme L. Thompson, James V. Continenza, Eric Gold, Carroll D. McHenry, Matthew Oristano, J. Roy Pottle and C. Edward Baker, Jr. Collectively, as of October 5, 2004, the beneficial common stock ownership of the directors and executive officers of Arch was approximately 6.2%. Stockholders may obtain additional information regarding the interests of such participants by reading the definitive joint proxy statement/prospectus.

SIGNATURES

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.

	METROCALL HOLDINGS, INC.
	By:	/s/ George Z. Moratis
		Name:	George Z. Moratis
Dated: October 21, 2004		Title:	Chief Financial Officer and Treasurer
Dated: November 8, 2004		Title:	Chief Financial Officer and Treasurer

	Exhibit No.			Description
	99.1			Supplement to joint proxy statement/prospectus to be mailed to stockholders of Metrocall and Arch on or about October 22, 2004.

Exhibit List

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Exhibit No.		Description
99.1		Press Release dated November 5, 2004

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