<PAGE>   1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1997
                                              REGISTRATION NO. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         ARCH COMMUNICATIONS GROUP, INC.
--------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

         Delaware                                                 31-1358569
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1800 West Park Drive, Suite 250, Westborough, MA               01581
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

                             1997 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                David A. Westenberg, Esq., c/o Hale and Dorr LLP
                  60 State Street, Boston, Massachusetts 02109
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (617) 526-6000
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
                            CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
<CAPTION>
    Title of                            Proposed              Proposed
   Securities       Amount to            Maximum               Maximum           Amount of
     to be             be            Offering Price           Aggregate         Registration
   Registered      Registered         Per Share (1)      Offering Price (1)       Fee (1)
--------------------------------------------------------------------------------------------
<S>                 <C>                 <C>                   <C>                  <C>                        
Common Stock,       1,500,000           $5.6875               $8,531,250           $2,586
$.01 par value        Shares
--------------------------------------------------------------------------------------------
</TABLE>

     (1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on May 5, 1997.


<PAGE>   2



PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the 1997 Stock Option Plan of Arch Communications Group, Inc.
(the "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933 (as
amended, the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Certain Documents by Reference.
             -----------------------------------------------

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

          (a) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Registrant
     document referred to in (a) above.

          (c) The description of the Common Stock, par value $.01 per share
     ("Common Stock"), contained in a registration statement filed under the
     Exchange Act, including any amendment or report filed for the purpose of
     updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.



<PAGE>   3



     Item 4. Description of Securities.
             -------------------------

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.
             --------------------------------------

     Not Applicable.

     Item 6. Indemnification of Directors and Officers.
             -----------------------------------------

     Section 102(b)(7) of the General Corporation Law of Delaware enables a
Delaware corporation to provide in its certificate of incorporation, and the
Registrant has so provided in its Restated Certificate of Incorporation, as
amended, for the elimination or limitation of the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided, however, that a director's liability
is not eliminated or limited: (1) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (2) for acts or omissions not in
good faith or which involve an intentional misconduct or a knowing violation of
law; (3) pursuant to Section 174 of the General Corporation Law of Delaware
(which imposes liability on directors for unlawful payment of dividends or
unlawful stock purchases or redemptions); or (4) for any transaction from which
the director derived an improper personal benefit. The Restated Certificate of
Incorporation, as amended, further provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director shall be eliminated
or limited to the fullest extent permitted by the Delaware General Corporation
Law, as amended.

     Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or witness or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person indemnified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. If the person
indemnified is not wholly successful in such action, suit or proceeding, but is
successful, on the merits or otherwise, in one or more but less than all claims,
issues or matters in such proceeding, he or she may be indemnified against
expenses actually and reasonably incurred in connection with each successfully
resolved claim, issue or matter. In the case of an action or suit by or in the
right of the corporation,


<PAGE>   4



no indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Section 145 provides that to the
extent a director, officer, employee or agent of a corporation has been
successful in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

     The Restated Certificate of Incorporation, as amended, of the Registrant
provides that, to the fullest extent permitted by the General Corporation Law of
the State of Delaware, the Registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or proceeding of
the type described above by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. No expenses will be paid
in advance, except as authorized by the Board of Directors for expenses incurred
while a director or officer was acting in his or her capacity as a director or
officer and upon the condition that such director or officer previously
delivered an undertaking to the corporation to repay all amounts advanced if it
should be later determined that he or she was not entitled to indemnification.
The Restated Certificate of Incorporation, as amended, of the Registrant further
provides that the above rights of indemnification are not exclusive of any other
rights of indemnification that a director or officer may be entitled to from any
other source.

     Item 7. Exemption From Registration Claimed.
             ----------------------------------- 

     Not applicable.

     Item 8. Exhibits.
             --------

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.
             ------------

     1.   The Registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;


<PAGE>   5

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

     Provided, however, that paragraphs (i) and (ii) of this section do not
     apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
     and the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed with or
     furnished to the Commission by the registrant pursuant to section 13 or
     section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement.

          (b) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide offering
thereof.

     3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director,


<PAGE>   6



officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.




<PAGE>   7




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westborough, on this 30th day of April, 1997.


                                        ARCH COMMUNICATIONS GROUP, INC.



                                        By: /s/ C. Edward Baker, Jr.
                                            -----------------------------------
                                            C. Edward Baker, Jr.
                                            Chairman, President and Chief
                                            Executive Officer





                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Arch Communications Group,
Inc. hereby severally constitute and appoint C. Edward Baker, Jr., William A.
Wilson, Garry B. Watzke and David A. Westenberg, and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names, in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments to
said Registration Statement and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Arch Communications
Group, Inc. to comply with the provisions of the Securities Act, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.



<PAGE>   8



     WITNESS our hands and common seal on the date set forth below.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

     Signature                        Title                        Date
     ---------                        -----                        ----



/s/ C. Edward Baker, Jr.        Chairman of the Board        )  April 30, 1997
------------------------        of Directors, President      )
C. Edward Baker, Jr.            and Chief Executive          )
(Principal Executive            Officer                      )
 Officer)                                                    )
                                                             )
                                                             )
                                                             )
/s/ William A. Wilson           Executive Vice President,    )  April 30, 1997
------------------------        and Chief Financial          ) 
William A. Wilson               Officer                      )
(Principal Financial                                         )
Officer and Principal                                        )
Accounting Officer)                                          )
                                                             )
                                                             )
/s/ R. Schorr Berman            Director                     )  April 30, 1997
----------------------                                       )
R. Schorr Berman                                             )
                                                             )
                                                             )
/s/ James S. Hughes             Director                     )  April 30, 1997
----------------------                                       )
James S. Hughes                                              )
                                                             )
                                                             )
/s/ John B. Saynor              Director                     )  April 30, 1997
-----------------------                                      )
John B. Saynor                                               )
                                                             )
                                                             )
/s/ John A. Shane               Director                     )  April 30, 1997
------------------------                                     )
John A. Shane                                                )


<PAGE>   9



                                  EXHIBIT INDEX
                                  -------------


  Exhibit
  Number
  ------

    4.1    Restated Certificate of Incorporation of the Registrant
           (included as Annex D to the Joint Proxy Statement and
           Prospectus which is part of the Registrant's
           Registration Statement on Form S-4 (File No. 33-95468)
           and incorporated herein by reference)
          
    4.2    Certificate of Amendment of Restated Certificate of
           Incorporation of the Registrant (filed as Exhibit 4.2
           to the Registrant's Registration Statement on Form S-8
           (File No. 333-07333 and incorporated herein by
           reference)
          
    4.3    By-Laws of the Registrant (filed as Exhibit 3.5 to the
           Registrant's Registration Statement on Form S-4 (File
           No. 33-95468 and incorporated herein by reference)
          
    5.1    Opinion of Hale and Dorr LLP
          
   23.1    Consent of Hale and Dorr LLP (included in Exhibit 5.1)
          
   23.2    Consent of Arthur Andersen LLP
          
   24.1    Power of Attorney (included in the signature pages of
           this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21080}]
{"company-data": {"conformed-name": "ARCH COMMUNICATIONS GROUP INC", "cik": "0000880888", "assigned-sic": "4812", "irs-number": "042915352", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26759", "film-number": "97598811"}, "business-address": {"street1": "1800 W PARK DR", "street2": "STE 250", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5088980962"}, "mail-address": {"street1": "1800 WEST PARK DR STE 250", "city": "WESTBOROUGH", "state": "MA", "zip": "01581"}}
1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1997
                                              REGISTRATION NO. 333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         ARCH COMMUNICATIONS GROUP, INC.
--------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

         Delaware                                                 31-1358569
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1800 West Park Drive, Suite 250, Westborough, MA               01581
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

                             1997 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                David A. Westenberg, Esq., c/o Hale and Dorr LLP
                  60 State Street, Boston, Massachusetts 02109
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (617) 526-6000
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                            CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
Title of                            Proposed              Proposed
   Securities       Amount to            Maximum               Maximum           Amount of
     to be             be            Offering Price           Aggregate         Registration
   Registered      Registered         Per Share (1)      Offering Price (1)       Fee (1)
--------------------------------------------------------------------------------------------
Common Stock,       1,500,000           $5.6875               $8,531,250           $2,586
$.01 par value        Shares
--------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on May 5, 1997.
2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the 1997 Stock Option Plan of Arch Communications Group, Inc.
(the "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933 (as
amended, the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Certain Documents by Reference.
             -----------------------------------------------

     The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

          (a) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the Registrant
     document referred to in (a) above.

          (c) The description of the Common Stock, par value $.01 per share
     ("Common Stock"), contained in a registration statement filed under the
     Exchange Act, including any amendment or report filed for the purpose of
     updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
3

     Item 4. Description of Securities.
             -------------------------

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.
             --------------------------------------

     Not Applicable.

     Item 6. Indemnification of Directors and Officers.
             -----------------------------------------

     Section 102(b)(7) of the General Corporation Law of Delaware enables a
Delaware corporation to provide in its certificate of incorporation, and the
Registrant has so provided in its Restated Certificate of Incorporation, as
amended, for the elimination or limitation of the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided, however, that a director's liability
is not eliminated or limited: (1) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (2) for acts or omissions not in
good faith or which involve an intentional misconduct or a knowing violation of
law; (3) pursuant to Section 174 of the General Corporation Law of Delaware
(which imposes liability on directors for unlawful payment of dividends or
unlawful stock purchases or redemptions); or (4) for any transaction from which
the director derived an improper personal benefit. The Restated Certificate of
Incorporation, as amended, further provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director shall be eliminated
or limited to the fullest extent permitted by the Delaware General Corporation
Law, as amended.

     Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or witness or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person indemnified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. If the person
indemnified is not wholly successful in such action, suit or proceeding, but is
successful, on the merits or otherwise, in one or more but less than all claims,
issues or matters in such proceeding, he or she may be indemnified against
expenses actually and reasonably incurred in connection with each successfully
resolved claim, issue or matter. In the case of an action or suit by or in the
right of the corporation,
4

no indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Section 145 provides that to the
extent a director, officer, employee or agent of a corporation has been
successful in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

     The Restated Certificate of Incorporation, as amended, of the Registrant
provides that, to the fullest extent permitted by the General Corporation Law of
the State of Delaware, the Registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or proceeding of
the type described above by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. No expenses will be paid
in advance, except as authorized by the Board of Directors for expenses incurred
while a director or officer was acting in his or her capacity as a director or
officer and upon the condition that such director or officer previously
delivered an undertaking to the corporation to repay all amounts advanced if it
should be later determined that he or she was not entitled to indemnification.
The Restated Certificate of Incorporation, as amended, of the Registrant further
provides that the above rights of indemnification are not exclusive of any other
rights of indemnification that a director or officer may be entitled to from any
other source.

     Item 7. Exemption From Registration Claimed.
             ----------------------------------- 

     Not applicable.

     Item 8. Exhibits.
             --------

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9. Undertakings.
             ------------

     1.   The Registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;
5

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

     Provided, however, that paragraphs (i) and (ii) of this section do not
     apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
     and the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed with or
     furnished to the Commission by the registrant pursuant to section 13 or
     section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the registration statement.

          (b) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide offering
thereof.

     3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director,
6

officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westborough, on this 30th day of April, 1997.

                                        ARCH COMMUNICATIONS GROUP, INC.

                                        By: /s/ C. Edward Baker, Jr.
                                            -----------------------------------
                                            C. Edward Baker, Jr.
                                            Chairman, President and Chief
                                            Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned officers and directors of Arch Communications Group,
Inc. hereby severally constitute and appoint C. Edward Baker, Jr., William A.
Wilson, Garry B. Watzke and David A. Westenberg, and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names, in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments to
said Registration Statement and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Arch Communications
Group, Inc. to comply with the provisions of the Securities Act, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
8

     WITNESS our hands and common seal on the date set forth below.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

     Signature                        Title                        Date
     ---------                        -----                        ----

/s/ C. Edward Baker, Jr.        Chairman of the Board        )  April 30, 1997
------------------------        of Directors, President      )
C. Edward Baker, Jr.            and Chief Executive          )
(Principal Executive            Officer                      )
 Officer)                                                    )
                                                             )
                                                             )
                                                             )
/s/ William A. Wilson           Executive Vice President,    )  April 30, 1997
------------------------        and Chief Financial          ) 
William A. Wilson               Officer                      )
(Principal Financial                                         )
Officer and Principal                                        )
Accounting Officer)                                          )
                                                             )
                                                             )
/s/ R. Schorr Berman            Director                     )  April 30, 1997
----------------------                                       )
R. Schorr Berman                                             )
                                                             )
                                                             )
/s/ James S. Hughes             Director                     )  April 30, 1997
----------------------                                       )
James S. Hughes                                              )
                                                             )
                                                             )
/s/ John B. Saynor              Director                     )  April 30, 1997
-----------------------                                      )
John B. Saynor                                               )
                                                             )
                                                             )
/s/ John A. Shane               Director                     )  April 30, 1997
------------------------                                     )
John A. Shane                                                )
9

                                  EXHIBIT INDEX
                                  -------------

  Exhibit
  Number
  ------

    4.1    Restated Certificate of Incorporation of the Registrant
           (included as Annex D to the Joint Proxy Statement and
           Prospectus which is part of the Registrant's
           Registration Statement on Form S-4 (File No. 33-95468)
           and incorporated herein by reference)
          
    4.2    Certificate of Amendment of Restated Certificate of
           Incorporation of the Registrant (filed as Exhibit 4.2
           to the Registrant's Registration Statement on Form S-8
           (File No. 333-07333 and incorporated herein by
           reference)
          
    4.3    By-Laws of the Registrant (filed as Exhibit 3.5 to the
           Registrant's Registration Statement on Form S-4 (File
           No. 33-95468 and incorporated herein by reference)
          
    5.1    Opinion of Hale and Dorr LLP
          
   23.1    Consent of Hale and Dorr LLP (included in Exhibit 5.1)
          
   23.2    Consent of Arthur Andersen LLP
          
   24.1    Power of Attorney (included in the signature pages of
           this Registration Statement)