8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No.1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 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)

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

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      The following is a list of exhibits furnished with this Current Report on Form 8-K.

Exhibit No.	Description
99.2	Press Release dated August 20, 2004

Item 12. Results of Operations and Financial Conditions.

     On August 6, 2004, Metrocall Holdings, Inc., issued a press release announcing its operating results for the three and six months ended June 30, 2004. On August 20, 2004, Metrocall Holdings, Inc. issued a press release containing corrections to its August 6, 2004 press release. A copy of the press release containing the corrections is furnished herewith as Exhibit 99.2.

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: Name: Title:	/s/ George Z. Moratis George Z. Moratis Chief Financial Officer and Treasurer
Dated: August 20, 2004

EXHIBIT INDEX

Exhibit No.	Description
99.2	Press Release dated August 20, 2004

EX-99.2

For Immediate Release:
Friday, August 20, 2004

Metrocall Contact:
Timothy J. Dietz
Director, Corporate Communications
& Investor Relations
(703) 660-6677x6231
dietzt@metrocall.com

     Alexandria, VA, Friday, August 20, 2004 — On August 6, 2004, Metrocall Holdings, Inc. (NASDAQ: MTOH) reported its second quarter 2004 operating results. Paragraph 4 of the release incorrectly stated RPU for Metrocall’s direct and indirect distribution channels. As corrected, RPU for the direct channel was $10.69 in the second quarter versus $10.74 in the first quarter of 2004 and RPU for the indirect channel was $3.94 in the second quarter versus $3.71 in the first quarter of 2004. No other corrections to the unit or other financial data appearing in the August 6, 2004 press release were made.

About Metrocall Wireless, Inc.

     Metrocall Wireless, Inc., headquartered in Alexandria, Virginia, is a leading provider of paging products and other wireless services to the business, government and healthcare communities. In addition to its reliable, nationwide one-way networks, Metrocall’s two-way network has the largest high-powered terrestrial ReFLEX footprint in the United States with roaming partners in Canada, Mexico and the Caribbean. Metrocall Wireless is the preferred ReFLEX wireless data network provider for many of the largest telecommunication companies in the United States that source network services and resell under their own brand names. In addition to traditional numeric, one-way text and two-way paging, Metrocall also offers wireless e-mail solutions, as well as mobile voice and data services through AT&T Wireless and Nextel. Also, Metrocall offers Integrated Resource Management Systems with wireless connectivity solutions for medical, business, government and other campus environments. Metrocall focuses on the business-to-business marketplace and supports organizations of all sizes. For more information on Metrocall please visit our Web site and online store at www.metrocall.com or call 800-800-2337.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This press release includes “forward-looking statements,” within the meaning of the federal securities laws that involve uncertainties and risks. These include statements regarding events or developments that Metrocall Holdings expects or anticipates will occur in the future. A number of risks and uncertainties could cause actual results, events, and developments to differ from expectations. Please refer to Metrocall’s most recent annual report on Form 10-K, and any subsequently filed reports on Form 10-Q and Form 8-K, as well as its other filings with the Securities and Exchange Commission, for a complete discussion of these and other important factors that could cause actual results to differ materially from those projected by these forward-looking statements.