EXHIBIT 2

                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                          OPTIONAL AND OTHER RIGHTS OF
                            SERIES A PREFERRED STOCK
                                       OF
                            METROCALL HOLDINGS, INC.

                Metrocall Holdings, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, hereby certifies that, pursuant to the provisions of Section 303 of
the General Corporation Law of the State of Delaware, there is hereby authorized
a series of preferred stock on the terms and with the provisions herein set
forth on Annex A attached to this resolution.

                                            ----------------------
                                            Name: Shirley B. White
                                            Title:  Assistant Secretary


ATTEST:

------------------------
Name:   Vincent D. Kelly
Title:  Chief Financial Officer,
        Chief Operating Officer, Secretary
        and Treasurer






                                     ANNEX A

                            SERIES A PREFERRED STOCK

                The powers, designations, preferences and relative,
participating, optional or other rights of the Series A Preferred Stock of
Metrocall Holdings, Inc. (the "Corporation") are as follows:

1.      DESIGNATION AND AMOUNT.

                This series of preferred stock shall be designated as "Series A
Preferred Stock," and shall have $0.01 par value per share. The number of
authorized shares constituting this series shall be 8,500,000 shares. Shares of
the Series A Preferred Stock shall have a stated value of $10 per share (the
"Liquidation Preference").

2.      DIVIDENDS.

                (a)     Right to Receive Dividends. Holders of the Series A
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors of the Corporation (the "Board of Directors"), to the extent
permitted by the General Corporation Law of the State of Delaware, cumulative
dividends at the rate, in the form, at the times and in the manner set forth in
this Section 2. Such dividends shall accrue on any given share from the day of
issuance of such share and shall accrue from day to day whether or not earned or
declared.

                (b)     Form of Dividend. Except as provided in Section 2(d),
all dividend payments made with respect to the Series A Preferred Stock shall be
made in cash out of funds legally available for such purpose.

                (c)     Dividend Rate. The dividend rate on the Series A
Preferred Stock shall be 15% of the then-current Liquidation Preference per
share per annum (such rate, the "Dividend Rate").

                (d)     Accrual of Dividends. Dividends shall accrue on each
share of Series A Preferred Stock from October ____, 2002 (the "Issuance Date"),
and from and after each Dividend Payment Date, based on the number of days
elapsed since the last dividend payment and a 365-day year. All dividends which
accrue prior to the Initial Dividend Payment Date and any dividend which is
payable on or after the Initial Dividend Payment Date but is not paid on the
Dividend Payment Date, shall accrue and the amount of each such dividend shall
be added to the then-current Liquidation Preference. The dividend payable on the
Initial Dividend Payment Date with respect to any share of Series A Preferred
Stock shall be the pro rata portion of the Dividend Rate based upon the number
of days from and including the Issuance Date, up to and including the Initial
Dividend Payment Date and a 365-day year.

                (e)     Payment of Dividends. Dividends shall be payable
quarterly in arrears, when and as declared by the Board of Directors, commencing
on the first day of the calendar quarter immediately following the quarter in
which both the $60,000,000 Senior Secured Note (the "Senior Secured Note")
issued by Metrocall, Inc., a wholly-owned subsidiary of the




Corporation, in favor of certain financial institutions and other Lenders (the
"Lenders") and the $20,000,000 Senior Secured PIK Notes (the "Senior Secured PIK
Notes") are paid in full (such commencement date the "Initial Dividend Payment
Date" and each such quarterly payment date a "Dividend Payment Date"), except
that if any such date is a Saturday, Sunday or legal holiday then such dividend
shall be payable on the first immediately succeeding calendar day which is not a
Saturday, Sunday or legal holiday.

                (f)     Payment and Record Holders. Each dividend shall be paid
to the holders of record of shares of the Series A Preferred Stock pursuant to
Section 2(e) as they appear on the books of the Corporation on such record date,
not more than 45 days nor fewer than 10 days preceding the relevant Dividend
Payment Date, as shall be fixed by the Board of Directors.

                (g)     Dividend Preference. Dividends on the Series A Preferred
Stock shall be payable before any dividends or distributions or other payments
shall be paid or set aside for payment upon the common stock, par value $0.01
per share, of the Corporation (the "Common Stock"), or any other stock ranking
on liquidation or as to dividends or distributions junior to the Series A
Preferred Stock (any such stock, together with the Common Stock, being referred
to hereinafter as "Junior Stock"), other than a dividend, distribution or
payment paid solely in shares of Common Stock or other Junior Stock that is not
Redeemable Stock. If at any time dividends on the outstanding Series A Preferred
Stock at the rate set forth herein shall not have been paid or declared and set
apart for payment with respect to all preceding and current periods, the amount
of the deficiency shall be fully paid or declared and set apart for payment,
before any dividend, distribution or payment shall be declared or paid upon or
set apart for the shares of any other class or series of stock of the
Corporation, other than a dividend, distribution or payment paid solely in
shares of Common Stock or other Junior Stock that is not Redeemable Stock.
Dividends which are not paid shall be accrued in accordance with Section 2(d)
above. The term "Redeemable Stock" shall mean any equity security that by its
terms or otherwise is required to be redeemed for cash on or prior to the Final
Redemption Date (as defined in Section 6) or is redeemable for cash at the
option of the holder thereof at any time prior to the Final Redemption Date.

                If there shall be outstanding shares of any Parity Securities,
no dividends shall be declared or paid or set apart for payment on any such
Parity Securities for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Series A Preferred Stock for
all dividend periods terminating on or prior to the date of payment of such
dividends; provided that in no event shall any dividends be declared or paid in
cash on Parity Securities unless dividends in cash of not less than a ratable
amount are declared and paid on Series A Preferred Stock. The term "Parity
Securities" shall mean any class or series of capital stock which is entitled to
share ratably with the Series A Preferred Stock in the payment of dividends,
including accumulations, if any, and, in the event that the amounts payable
thereon on liquidation are not paid in full, are entitled to share ratably with
the Series A Preferred Stock in any distribution of assets.


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3.      LIQUIDATION PREFERENCE.

                In the event of any bankruptcy, liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, each holder of
Series A Preferred Stock at the time thereof shall be entitled to receive, prior
and in preference to any distribution of any of the assets or funds of the
Corporation to the holders of the Common Stock or other Junior Stock by reason
of their ownership of such stock, an amount per share of Series A Preferred
Stock equal to the then-current Liquidation Preference (as increased by any
accrued dividends) plus any accrued and unpaid dividends to the date of
liquidation. If the assets and funds legally available for distribution among
the holders of Series A Preferred Stock shall be insufficient to permit the
payment to the holders of the full aforesaid preferential amount, then the
assets and funds shall be distributed ratably among holders of Series A
Preferred Stock in proportion to the number of shares of Series A Preferred
Stock owned by each holder.

4.      VOTING RIGHTS.

                In addition to any voting rights provided by law, holders of
shares of Series A Preferred Stock shall be entitled to attend all special and
annual meetings of the stockholders of the Corporation and shall be entitled to
cast votes which in the aggregate shall constitute 95% of the votes which may be
cast if all holders of shares of all classes of stock entitled to attend such
meetings and to vote on such matters did vote, upon any matter or thing
(including without limitation, the election of one or more directors) properly
considered and acted upon by the stockholders, except as otherwise provided
herein, in the Corporation's Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") or by applicable law. Each holder of shares
of Series A Preferred Stock shall be entitled to cast the number of votes equal
to his pro rata portion of all votes to be cast by the holders of Series A
Preferred Stock in accordance with this Section 4. In the event of a partial
redemption of the Series A Preferred Stock, each holder's pro rata portion of
all votes shall be adjusted accordingly so that the aggregate votes of all
holders shall constitute 95% of the votes which may be cast if all holders of
shares of all classes of stock entitled to attend such meetings and to vote on
such matters did vote.

                (a)     Certain Corporate Actions.

                        (i)     So long as any shares of the Series A Preferred
Stock are outstanding, the Corporation shall not, without first obtaining the
affirmative vote or written consent of the holders of 100% of the then
outstanding shares of Series A Preferred Stock:

                        (A)     amend, repeal, modify or supplement any
        provision of the Certificate of Incorporation, the Amended and Restated
        Bylaws of the Corporation, as in effect on October ____, 2002, or any
        successor bylaws or this Certificate of Designation, Number, Powers,
        Preferences and Relative, Participating, Optional and Other Rights of
        Series A Preferred Stock ("Certificate of Designation"), if such
        amendment, repeal, modification or supplement in any way adversely
        affects the powers, designations, preferences or other rights of the
        Series A Preferred Stock;


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                        (B)     authorize or effect, in a single transaction or
        through a series of related transactions, a liquidation, winding up or
        dissolution of the Corporation or adoption of any plan not conditioned
        upon such approval for the same;

                        (C)     declare or pay or set aside for payment any
        dividend or distribution or other payment (other than a dividend or
        distribution paid solely in shares of Common Stock or other Junior Stock
        that is not Redeemable Stock) with respect to the Common Stock or any
        other Junior Stock, redeem, purchase or otherwise acquire any Common
        Stock or other Junior Stock for any consideration (or pay or make
        available any moneys, whether by means of a sinking fund or otherwise,
        for the redemption of or other distribution or payment with respect to
        any shares of any Common Stock or other Junior Stock), except by
        conversion or exchange of Common Stock or other Junior Stock for such
        stock that is not Redeemable Stock.

                        (D)     authorize or permit the Corporation or any
        subsidiary of the Corporation, (i) to issue any shares of Series A
        Preferred Stock except for the Series A Preferred Stock issued pursuant
        to the [Plan of Reorganization]on the Issuance Date; or (ii) to issue
        any Parity Securities.

                (b)     Means of Voting. The rights of the holders of Series A
Preferred Stock under this Section 4 may be exercised (i) at any meeting of
stockholders of the Corporation for the election of directors; (ii) at a meeting
of the holders of shares of such Series A Preferred Stock, called for the
purpose by the Corporation or by the holders of record of 25% or more of the
outstanding shares of the Series A Preferred Stock, pursuant to requests
delivered in writing to the Secretary or Assistant Secretary of the Corporation;
or (iii) by written consent signed by the holders of the requisite percentage of
the then outstanding shares of the Series A Preferred Stock, delivered to the
Secretary or Assistant Secretary of the Corporation. Except to the extent
otherwise provided herein or to the extent that holders of 75% of the Series A
Preferred Stock decide otherwise, any meeting of the holders of Series A
Preferred Stock shall be conducted in accordance with the provisions of the
By-Laws of the Corporation applicable to meetings of stockholders. In the event
of a conflict or inconsistency between the By-Laws of the Corporation and any
term of this Certificate of Designation, including, but not limited to this
Section 4, the terms of this Certificate of Designation shall prevail.

5.      OPTIONAL REDEMPTION

                (a)     Redemption Price. The Corporation, at its sole option,
may redeem shares of the Series A Preferred Stock on or after the date of
payment in full of the Senior Secured Note and the Senior Secured PIK Notes (the
"Debt Repayment Date"), in whole or (except for redemptions pursuant to Section
5(a)(iv)) in part (subject to Section 5(b)), for cash, at any time or from time
to time, for a redemption price per share equal to the sum of the Liquidation
Preference and any accrued and unpaid dividends on such shares; provided, that
the Corporation shall redeem all the shares of the Series A Preferred Stock
prior to the Debt Repayment Date at or the date on which there is a sale or
merger with respect to all or substantially all of the Corporation's assets or
any liquidation, dissolution or winding up of the Corporation to the extent
permitted under Section 4(a)(B), in either case at a redemption price per share
equal to the sum of the Liquidation Preference and any accrued and unpaid
dividends on such shares with such



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redemption price payable in full prior to any payment to any holder of any other
capital stock of the Corporation.

                (b)     Selection of Shares to be Redeemed. Any partial
redemption of Series A Preferred Stock shall be for a minimum number of shares
having an aggregate Liquidation Preference of $5million or such greater amount
that is an integral multiple of $1 million. In the event that fewer than all of
the outstanding shares of the Series A Preferred Stock are to be called for
redemption, the Series A Preferred Stock called for redemption shall be redeemed
ratably from each holder of Series A Preferred Stock proportionate to the amount
of Series A Preferred Stock held by each holder.

                (c)     Notice of Redemptions. Notice of redemptions shall be
given by first class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the redemption date or, if such notice period is not
feasible in connection with a Sale of the Company, such notice period as is
practicable in the circumstances to each holder of record of the shares to be
redeemed, at such holder's address as the same appears on the books of the
Corporation. Each such notice shall state: (i) the redemption date; (ii) the
number of shares of the Series A Preferred Stock to be redeemed and, if fewer
than all of the shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder; (iii) the calculation of the
redemption price; (iv) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on the redemption
date.

                (d)     Cessation of Dividends on Shares Redeemed. Notice having
been mailed as stated in subsection (c) above, from and after the close of
business on the redemption date (unless default shall be made by the Corporation
in providing money for the payment of the redemption price of the shares called
for redemption), dividends on the shares of the Series A Preferred Stock
redeemed shall cease to accrue, and said shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said notice of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If fewer than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

                (e)     Status of Redeemed Shares. Upon redemption, any shares
of the Series A Preferred Stock which have been so redeemed shall be retired and
thereafter have the status of authorized but unissued shares of preferred stock,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors or a duly authorized
committee thereof.

6.      MANDATORY REDEMPTION.

                (a)     After the Debt Repayment Date, the Corporation shall
redeem all of the shares of the Series A Preferred Stock then outstanding at a
redemption price equal to the Liquidation Preference per share, plus, without
duplication, an amount in cash equal to all



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accumulated and unpaid dividends per share to the Debt Repayment Date. Such
redemption shall be made quarterly in an amount equal to 100% of Unrestricted
Cash in excess of $10,000,000 (as defined in the Senior Secured Note) as of the
last day of the immediately preceding quarter. If such redemption shall be for
fewer than all of the outstanding shares of the Series A Preferred Stock, the
Series A Preferred Stock called for redemption shall be redeemed ratably from
each holder of Series A Preferred Stock proportionate to the amount of Series A
Preferred Stock held by each holder. The Corporation shall have redeemed all of
the shares of the Series A Preferred Stock in accordance with this Section 6 on
or before the date that is the later of (i) December 31, 2006 and (ii) 180 days
after the date that the Senior Secured PIK Notes are paid in full (such date,
the "Final Redemption Date").

                (b)     Selection of Shares to be Redeemed. Any partial
redemption of Series A Preferred Stock shall be for a minimum number of shares
having an aggregate Liquidation Preference of $[5] million or such greater
amount that is an integral multiple of $1 million. In the event that fewer than
all of the outstanding shares of the Series A Preferred Stock are to be called
for redemption, the Series A Preferred Stock called for redemption shall be
redeemed ratably from each holder of Series A Preferred Stock proportionate to
the amount of Series A Preferred Stock held by each holder.

                (c)     Notice of Redemptions. Notice of redemptions shall be
given by first class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the redemption date or, if such notice period is not
feasible in connection with a Sale of the Company, such notice period as is
practicable in the circumstances to each holder of record of the shares to be
redeemed, at such holder's address as the same appears on the books of the
Corporation. Each such notice shall state: (i) the redemption date; (ii) the
number of shares of the Series A Preferred Stock to be redeemed and, if fewer
than all of the shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder; (iii) the calculation of the
redemption price; (iv) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on the redemption
date.

                (d)     Cessation of Dividends on Shares Redeemed. Notice having
been mailed as stated in subsection (c) above, from and after the close of
business on the redemption date (unless default shall be made by the Corporation
in providing money for the payment of the redemption price of the shares called
for redemption), dividends on the shares of the Series A Preferred Stock
redeemed shall cease to accrue, and said shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said notice of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If fewer than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

                (e)     Status of Redeemed Shares. Upon redemption, any shares
of the Series A Preferred Stock which have been so redeemed shall be retired and
thereafter have the status of authorized but unissued shares of preferred stock,
without designation as to series until such


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shares are once more designated as part of a particular series by the Board of
Directors or a duly authorized committee thereof.

7.      PREEMPTIVE RIGHTS.

                No shares of Series A Preferred Stock shall have any rights of
preemption whatsoever as to any securities of the Corporation, or any warrants,
rights or options issued or granted with respect thereto, regardless of how such
securities or such warrants, rights or options may be designated, issued or
granted.




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