content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1996
                                                   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
                    60 State Street, Boston, Massachusetts 02109
  - --------------------------------------------------------------------------------
                       (Name and address of agent for service)
  
                                   (617) 526-6626
  - --------------------------------------------------------------------------------
            (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   Per Share (1)     Price (1)      Fee (1)
  - --------------------------------------------------------------------------------
                                                            
    Common Stock,       250,000      $18.8125        $4,703,125    $1,621.77
    $.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
    National Association of Securities Dealers Automated Quotation System's
    National Market System on June 26, 1996.
  
  
  <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 1996 Employee Stock Purchase 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
  
  
  <PAGE>   3
  
  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.
  
       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
  
  
  <PAGE>   4
  
  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, 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 manner
  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.
  
  
  <PAGE>   5
  
       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;
  
                 (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.
  
  
  <PAGE>   6
  
            (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.
  
  
  <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 Boston, on this first day of July, 1996.
  
                                    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     ) July 1, 1996
  - ------------------------  of Directors, President   ) 
  C. Edward Baker, Jr.      and Chief Executive       ) 
  (Principal Executive      Officer                    
   Officer)                                           )  
                                                      )
                                                      )
                                                      )
  /s/ William A. Wilson     Executive Vice President  ) July 1, 1996
  - ------------------------  and Chief Financial       )
  William A. Wilson         Officer                   ) 
  (Principal Financial                                )
   Officer and Principal                              )
   Accounting Officer)                                )
  
                                                      )
                                                      )
  /s/ James S. Hughes       Director                  ) July 1, 1996
  - ------------------------
  James S. Hughes                                     )
                                                      )
                                                      )
  /s/ John A. Shane         Director                  ) July 1, 1996
  - ------------------------
  John A. Shane                                       )
                                                      )
                                                      )
  /s/ R. Schorr Berman      Director                  ) July 1, 1996
  - ------------------------
  R. Schorr Berman                                    )
                                                      )
                                                      )
  /s/ John B. Saynor        Director                  ) July 1, 1996
  - ------------------------
  John B. Saynor                                      )
  
  <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
  
           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
  
           23.1      Consent of Hale and Dorr (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)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "ARCH COMMUNICATIONS GROUP, INC.", "secsgml_size_bytes": 20716}]
metadata_filer: {"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": "333-07333", "film-number": "96589601"}, "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"}}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1996
                                                   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
                    60 State Street, Boston, Massachusetts 02109
  - --------------------------------------------------------------------------------
                       (Name and address of agent for service)
  
                                   (617) 526-6626
  - --------------------------------------------------------------------------------
            (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   Per Share (1)     Price (1)      Fee (1)
  - --------------------------------------------------------------------------------
                                                            
    Common Stock,       250,000      $18.8125        $4,703,125    $1,621.77
    $.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
    National Association of Securities Dealers Automated Quotation System's
    National Market System on June 26, 1996.
  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 1996 Employee Stock Purchase 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
  3
  
  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.
  
       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
  4
  
  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, 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 manner
  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.
  5
  
       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;
  
                 (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.
  6
  
            (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.
  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 Boston, on this first day of July, 1996.
  
                                    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     ) July 1, 1996
  - ------------------------  of Directors, President   ) 
  C. Edward Baker, Jr.      and Chief Executive       ) 
  (Principal Executive      Officer                    
   Officer)                                           )  
                                                      )
                                                      )
                                                      )
  /s/ William A. Wilson     Executive Vice President  ) July 1, 1996
  - ------------------------  and Chief Financial       )
  William A. Wilson         Officer                   ) 
  (Principal Financial                                )
   Officer and Principal                              )
   Accounting Officer)                                )
  
                                                      )
                                                      )
  /s/ James S. Hughes       Director                  ) July 1, 1996
  - ------------------------
  James S. Hughes                                     )
                                                      )
                                                      )
  /s/ John A. Shane         Director                  ) July 1, 1996
  - ------------------------
  John A. Shane                                       )
                                                      )
                                                      )
  /s/ R. Schorr Berman      Director                  ) July 1, 1996
  - ------------------------
  R. Schorr Berman                                    )
                                                      )
                                                      )
  /s/ John B. Saynor        Director                  ) July 1, 1996
  - ------------------------
  John B. Saynor                                      )
  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
  
           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
  
           23.1      Consent of Hale and Dorr (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)