<PAGE>

As filed with the Securities and Exchange Commission on June 5, 1998
                                            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)

                        1996 EMPLOYEE STOCK PURCHASE 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,      250,000        $5.03125        $1,257,812.50       $372.00
$.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 June 3, 1998.


<PAGE>




                     STATEMENT OF INCORPORATION BY REFERENCE


     This  Registration  Statement on Form S-8  incorporates  by  reference  the
contents of Registration  Statement on Form S-8, File No. 333-07333 filed by the
Registrant on July 1, 1996,  relating to the  Registrant's  1996 Employee  Stock
Purchase Plan.


<PAGE>





                                   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 3rd day of June, 1998


                                                 ARCH COMMUNICATIONS GROUP, INC.



                                                 By:/s/ C. Edward Baker, Jr.
                                                 ---------------------------
                                                    C. Edward Baker, Jr.
                                                    Chairman 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., 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>




     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       )  June 3, 1998
    ------------------------      of Directors and Chief      )
    C. Edward Baker, Jr.          Executive Officer           )
    (Principal Executive                                      )
    Officer)                                                  )
                                                              )
                                                              )
    /S/ J. ROY POTTLE             Executive Vice President,   )  June 1, 1998
    ------------------------      and Chief Financial         )    
    J. Roy Pottle                 Officer                     )
    (Principal Financial                                      )
    Officer and Principal                                     )
    Accounting Officer)                                       )
                                                              )
                                                              )
    /S/ R. SCHORR BERMAN          Director                    )  June 2, 1998
    ------------------------                                  )
    R. Schorr Berman                                          )
                                                              )
                                                              )
    /S/ JAMES S. HUGHES           Director                    )  June 2, 1998
    ------------------------                                  )
    James S. Hughes                                           )
                                                              )
                                                              )
    ------------------------      Director                    )  June  , 1998
    Allan L. Rayfield                                         )
                                                              )
                                                              )
    /S/ JOHN B. SAYNOR            Director                    )  June 1, 1998
    ------------------------                                  )
    John B. Saynor                                            )
                                                              )
                                                              )
    /S/ JOHN A. SHANE             Director                    )  June 2, 1998
    ------------------------                                  )
    John A. Shane                                             )


<PAGE>




                                  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    Opinion of Hale and Dorr LLP

23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)

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": "EMPLOYEE STOCK PURCHASE PLAN S-8", "secsgml_size_bytes": 8842}]
{"company-data": {"conformed-name": "ARCH COMMUNICATIONS GROUP INC /DE/", "cik": "0000915390", "assigned-sic": "4812", "irs-number": "311358569", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56109", "film-number": "98642823"}, "business-address": {"street1": "1800 W PARK DR", "street2": "STE 250", "city": "WESTBOROUGH", "state": "MA", "zip": "01581", "phone": "5088706700"}, "mail-address": {"street1": "1800 W PARK DR", "street2": "STE 250", "city": "WESTBOROUGH", "state": "MA", "zip": "01581"}, "former-company": {"former-conformed-name": "USA MOBILE COMMUNICATIONS HOLDINGS INC /DE/", "date-changed": "19950519"}}
As filed with the Securities and Exchange Commission on June 5, 1998
                                            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)

                        1996 EMPLOYEE STOCK PURCHASE 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,      250,000        $5.03125        $1,257,812.50       $372.00
$.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 June 3, 1998.
STATEMENT OF INCORPORATION BY REFERENCE

     This  Registration  Statement on Form S-8  incorporates  by  reference  the
contents of Registration  Statement on Form S-8, File No. 333-07333 filed by the
Registrant on July 1, 1996,  relating to the  Registrant's  1996 Employee  Stock
Purchase Plan.
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 3rd day of June, 1998

                                                 ARCH COMMUNICATIONS GROUP, INC.

                                                 By:/s/ C. Edward Baker, Jr.
                                                 ---------------------------
                                                    C. Edward Baker, Jr.
                                                    Chairman 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., 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.
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       )  June 3, 1998
    ------------------------      of Directors and Chief      )
    C. Edward Baker, Jr.          Executive Officer           )
    (Principal Executive                                      )
    Officer)                                                  )
                                                              )
                                                              )
    /S/ J. ROY POTTLE             Executive Vice President,   )  June 1, 1998
    ------------------------      and Chief Financial         )    
    J. Roy Pottle                 Officer                     )
    (Principal Financial                                      )
    Officer and Principal                                     )
    Accounting Officer)                                       )
                                                              )
                                                              )
    /S/ R. SCHORR BERMAN          Director                    )  June 2, 1998
    ------------------------                                  )
    R. Schorr Berman                                          )
                                                              )
                                                              )
    /S/ JAMES S. HUGHES           Director                    )  June 2, 1998
    ------------------------                                  )
    James S. Hughes                                           )
                                                              )
                                                              )
    ------------------------      Director                    )  June  , 1998
    Allan L. Rayfield                                         )
                                                              )
                                                              )
    /S/ JOHN B. SAYNOR            Director                    )  June 1, 1998
    ------------------------                                  )
    John B. Saynor                                            )
                                                              )
                                                              )
    /S/ JOHN A. SHANE             Director                    )  June 2, 1998
    ------------------------                                  )
    John A. Shane                                             )
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    Opinion of Hale and Dorr LLP

23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)

23.2 Consent of Arthur Andersen LLP

24.1 Power of Attorney  (included in the  signature  pages of this  Registration
     Statement)