AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
                                                REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                       THE SECURITIES EXCHANGE ACT OF 1933

                         Arch Communications Group, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                    Delaware                             31-1358569
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)

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

                    NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                              C. Edward Baker, Jr.
                      Chairman and Chief Executive Officer
                         Arch Communications Group, Inc.
                         1800 West Park Drive, Suite 250
                              Westborough, MA 01581
                     (Name and address of agent for service)

                                 (508) 870-6700
          (Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
                                                      Proposed
  Title of                            Proposed         Maximum
 Securities        Amount to           Maximum        Aggregate     Amount of
    to be             be            Offering Price    Offering     Registration
 Registered       Registered (1)     Per Share (1)    Price (1)       Fee (1)
 ----------       --------------     -------------    ---------       -------
Common Stock,         60,000             $2.75        $165,000        $45.87
$.01 par value        Shares


     (1) Estimated  solely for the purpose of calculating the  registration  fee
and  based on the  average  of the high and low  prices of the  Common  Stock as
reported  by Nasdaq  National  Market on June 1, 1999 in  accordance  with Rules
457(c) and (h) of the Securities Act of 1933, as amended.

                               Page 1 of 9 pages.
                        Exhibit Index begins on page 7.


<PAGE>


                     STATEMENT OF INCORPORATION BY REFERENCE

     Except as otherwise set forth below,  this  Registration  Statement on Form
S-8 incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 33- 87940,  relating to the  Non-Employee  Directors' Stock Option
Plan (the "Initial Registration Statement").

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  Non-Employee  Directors'  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 of the Initial Registration Statement is amended and restated in its
entirety as follows:

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.

     Item 5 of the Initial Registration Statement is amended and restated in its
entirety as follows:

Item 5. Interests of Named Experts and Counsel.

          Not applicable.

     Item 6 of the Initial Registration Statement is amended and restated in its
entirety as follows:

                                      -2-
<PAGE>

Item 6. Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
provides  that a  corporation  has the power to  indemnify a director,  officer,
employee or agent of the  corporation  and certain other persons  serving at the
request  of the  corporation  in related  capacities  against  amounts  paid and
expenses  incurred in connection  with an action or proceeding to which he is or
is  threatened  to be made a party by reason of such  position,  if such  person
shall have acted in good faith and in a manner he  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, in any criminal
proceeding,  if such person had no  reasonable  cause to believe his conduct was
unlawful,  provided  that, in the case of actions  brought by or in the right of
the corporation,  no indemnification shall be made with respect to any matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless and only to the extent that the  adjudicating  court determines that such
indemnification  is proper under the  circumstances.  The Registrant's  Restated
Certificate of Incorporation,  as amended, provides that the Registrant will, to
the fullest extent permitted by the Delaware General  Corporation Law, indemnify
all persons whom it has the power to indemnify  against all costs,  expenses and
liabilities  incurred by them by reason of having been  officers or directors of
the  Registrant,  any subsidiary of the Registrant or any other  corporation for
which  such  persons  acted as an  officer  or  director  at the  request of the
Registrant.

     The Registrant's  Restated  Certificate of Incorporation also provides that
the  directors  of the  Registrant  will not be  personally  liable for monetary
damages to the Registrant or its stockholders  for any act or omission  provided
that the foregoing  shall not eliminate or limit the liability of a director (i)
for any  breach of the  director's  duty of  loyalty  to the  Registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware  General  Corporation  Law (relating to illegal  dividends or stock
redemptions)  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
permit further elimination or limitation of the personal liability of directors,
then the  liability  of a director  of the  Registrant  shall be  eliminated  or
limited to the fullest extent permitted by the Delaware General  Corporation Law
as so amended.

     Item 8 of the Initial Registration Statement is amended and restated in its
entirety as follows:

Item 8. Exhibits.

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

     Item 9 of the Initial Registration Statement is amended and restated in its
entirety as follows:

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;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events

                                      -3-
<PAGE>

               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; and

          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,  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.


                                       -4-

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, 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 Town of Westborough, on this 27th day of May, 1999.


                                        ARCH COMMUNICATIONS GROUP, INC.


                                        By:      /s/ C. Edward Baker, Jr.
                                                 C. Edward Baker, Jr.
                                                 Chairman of the Board 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., Gerald J.
Cimmino,  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.


                                       -5-

<PAGE>




     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  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 of Directors    May 27, 1999
------------------------     and Chief Executive Officer
C. Edward Baker, Jr.         (Principal Executive Officer)

/s/ J. Roy Pottle            Executive Vice President and          May 27, 1999
-----------------            Chief Financial Officer
J. Roy Pottle                (Principal Financial Officer and
                             Principal Accounting Officer)

/s/ R. Schorr Berman         Director                              May 27, 1999
--------------------
R. Schorr Berman

/s/ James S. Hughes          Director                              May 27, 1999
-------------------
James S. Hughes

/s/ John Kornreich           Director                              May 27, 1999
John Kornreich

/s/ Allan L. Rayfield        Director                              May 27, 1999
---------------------
Allan L. Rayfield

/s/ John B. Saynor           Director                              May 27, 1999
------------------
John B. Saynor

/s/ John A. Shane            Director                              May 27, 1999
-----------------
John A. Shane


                                       -6-

<PAGE>



                                  EXHIBIT INDEX


                  Exhibit
                  Number               Description
                  ------               -----------

                   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)


                                       -7-
[{"type": "S-8", "sequence": "1", "description": "S-8  NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN", "secsgml_size_bytes": 16816}]
{"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": "333-79993", "film-number": "99640607"}, "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 4, 1999
                                                REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                       THE SECURITIES EXCHANGE ACT OF 1933

                         Arch Communications Group, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                    Delaware                             31-1358569
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)

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

                    NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                              C. Edward Baker, Jr.
                      Chairman and Chief Executive Officer
                         Arch Communications Group, Inc.
                         1800 West Park Drive, Suite 250
                              Westborough, MA 01581
                     (Name and address of agent for service)

                                 (508) 870-6700
          (Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE
                                                      Proposed
  Title of                            Proposed         Maximum
 Securities        Amount to           Maximum        Aggregate     Amount of
    to be             be            Offering Price    Offering     Registration
 Registered       Registered (1)     Per Share (1)    Price (1)       Fee (1)
 ----------       --------------     -------------    ---------       -------
Common Stock,         60,000             $2.75        $165,000        $45.87
$.01 par value        Shares

     (1) Estimated  solely for the purpose of calculating the  registration  fee
and  based on the  average  of the high and low  prices of the  Common  Stock as
reported  by Nasdaq  National  Market on June 1, 1999 in  accordance  with Rules
457(c) and (h) of the Securities Act of 1933, as amended.

                               Page 1 of 9 pages.
                        Exhibit Index begins on page 7.
STATEMENT OF INCORPORATION BY REFERENCE

     Except as otherwise set forth below,  this  Registration  Statement on Form
S-8 incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 33- 87940,  relating to the  Non-Employee  Directors' Stock Option
Plan (the "Initial Registration Statement").

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  Non-Employee  Directors'  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 of the Initial Registration Statement is amended and restated in its
entirety as follows:

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.

     Item 5 of the Initial Registration Statement is amended and restated in its
entirety as follows:

Item 5. Interests of Named Experts and Counsel.

          Not applicable.

     Item 6 of the Initial Registration Statement is amended and restated in its
entirety as follows:

                                      -2-
Item 6. Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
provides  that a  corporation  has the power to  indemnify a director,  officer,
employee or agent of the  corporation  and certain other persons  serving at the
request  of the  corporation  in related  capacities  against  amounts  paid and
expenses  incurred in connection  with an action or proceeding to which he is or
is  threatened  to be made a party by reason of such  position,  if such  person
shall have acted in good faith and in a manner he  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, in any criminal
proceeding,  if such person had no  reasonable  cause to believe his conduct was
unlawful,  provided  that, in the case of actions  brought by or in the right of
the corporation,  no indemnification shall be made with respect to any matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless and only to the extent that the  adjudicating  court determines that such
indemnification  is proper under the  circumstances.  The Registrant's  Restated
Certificate of Incorporation,  as amended, provides that the Registrant will, to
the fullest extent permitted by the Delaware General  Corporation Law, indemnify
all persons whom it has the power to indemnify  against all costs,  expenses and
liabilities  incurred by them by reason of having been  officers or directors of
the  Registrant,  any subsidiary of the Registrant or any other  corporation for
which  such  persons  acted as an  officer  or  director  at the  request of the
Registrant.

     The Registrant's  Restated  Certificate of Incorporation also provides that
the  directors  of the  Registrant  will not be  personally  liable for monetary
damages to the Registrant or its stockholders  for any act or omission  provided
that the foregoing  shall not eliminate or limit the liability of a director (i)
for any  breach of the  director's  duty of  loyalty  to the  Registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware  General  Corporation  Law (relating to illegal  dividends or stock
redemptions)  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
permit further elimination or limitation of the personal liability of directors,
then the  liability  of a director  of the  Registrant  shall be  eliminated  or
limited to the fullest extent permitted by the Delaware General  Corporation Law
as so amended.

     Item 8 of the Initial Registration Statement is amended and restated in its
entirety as follows:

Item 8. Exhibits.

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

     Item 9 of the Initial Registration Statement is amended and restated in its
entirety as follows:

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;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events

                                      -3-
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; and

          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,  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.

                                       -4-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 Town of Westborough, on this 27th day of May, 1999.

                                        ARCH COMMUNICATIONS GROUP, INC.

                                        By:      /s/ C. Edward Baker, Jr.
                                                 C. Edward Baker, Jr.
                                                 Chairman of the Board 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., Gerald J.
Cimmino,  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.

                                       -5-
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  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 of Directors    May 27, 1999
------------------------     and Chief Executive Officer
C. Edward Baker, Jr.         (Principal Executive Officer)

/s/ J. Roy Pottle            Executive Vice President and          May 27, 1999
-----------------            Chief Financial Officer
J. Roy Pottle                (Principal Financial Officer and
                             Principal Accounting Officer)

/s/ R. Schorr Berman         Director                              May 27, 1999
--------------------
R. Schorr Berman

/s/ James S. Hughes          Director                              May 27, 1999
-------------------
James S. Hughes

/s/ John Kornreich           Director                              May 27, 1999
John Kornreich

/s/ Allan L. Rayfield        Director                              May 27, 1999
---------------------
Allan L. Rayfield

/s/ John B. Saynor           Director                              May 27, 1999
------------------
John B. Saynor

/s/ John A. Shane            Director                              May 27, 1999
-----------------
John A. Shane

                                       -6-
EXHIBIT INDEX

                  Exhibit
                  Number               Description
                  ------               -----------

                   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)

                                       -7-