SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ORISTANO MATTHEW

(Last)

(First)

(Middle)

C/O USA MOBILITY, INC.

6677 RICHMOND HIGHWAY

(Street)

ALEXANDRIA

22306

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2004

3. Issuer Name and Ticker or Trading Symbol
USA Mobility, Inc [ USMO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,439⁽¹⁾	I	By Limited Partnership⁽²⁾
Common Stock	185⁽³⁾	I	By Trust⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	06/12/2013	Common Stock	41,666⁽⁶⁾	$0.001	D

Explanation of Responses:

1. Received in exchange for 5,439 shares of Arch Wireless, Inc. common stock in connection with the merger of Metrocall Holdings, Inc. and Arch Wireless, Inc. as described in Amendment No. 3 to USA Mobility's Registration Statement on Form S-4, Registration No. 333- 115769 (the "S-4"). These shares were inadvertently not included in the Form 3 filed on behalf of Mr. Oristano on 11/17/2004.

2. Shares owned by Alda Limited Partnership, the general partner of which is a corporation controlled by the reporting person.

3. Received in exchange for 185 shares of Arch Wireless, Inc. common stock in connection with the merger of Metrocall Holdings, Inc. and Arch Wireless, Inc. as described in the S-4. These shares were inadvertently not included in the Form 3 filed on behalf of Mr. Oristano on 11/17/2004.

4. Shares owned by Oristano Foundation, the trust of which the reporting person is the trustee.

5. These options vested in equal installments on June 12, 2003 and May 29, 2004.

6. Received in exchange for 41,666 options to acquire shares of Arch Wireless, Inc. common stock in connection with the merger of Metrocall Holdings, Inc. and Arch Wireless, Inc. as described in the S-4. These options were granted pursuant to Arch Wireless, Inc. 2002 Stock Incentive Plan Stock Option Plan and were converted into options to acquire shares of USA Mobility common stock in connection with the merger.

Remarks:

	/s/ Matthew Oristano	11/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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