content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2000
                                                      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                             (I.R.S. Employer
  Incorporation or Organization)                            Identification Number)
  
               1800 WEST PARK DRIVE, SUITE 250, WESTBOROUGH, MA 01581
                (Address of Principal Executive Offices) (Zip Code)
  
  
                             2000 STOCK INCENTIVE 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
  <TABLE>
  <CAPTION>
  
  --------------------------------------------------------------------------------------------------------------------
                                                     PROPOSED              PROPOSED
          TITLE OF                                   MAXIMUM               MAXIMUM
         SECURITIES              AMOUNT              OFFERING              AGGREGATE                AMOUNT OF
           TO BE                 TO BE                PRICE                OFFERING               REGISTRATION
         REGISTERED             REGISTERED          PER SHARE               PRICE                     FEE
  --------------------------------------------------------------------------------------------------------------------
  <S>                       <C>                  <C>                  <C>                     <C>
  
  Common Stock, $.01 par       6,000,000 shares       $5.64(1)        $33,840,000(1)           $8,934
  value
  --------------------------------------------------------------------------------------------------------------------
  
  
  </TABLE>
  
  (1)  Computed in accordance with Rules 457(c) and (h) under the Securities Act
       of 1933, as amended, based upon the average of the high and low prices of
       the Common Stock as reported by Nasdaq National Market on July 24, 2000.
  
  
  
                                 Page 1 of 8 pages.
                           Exhibit Index begins on page 7.
  
  
  
  
  
  
  
  
  
  <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 Registrant's 2000 Stock Incentive Plan 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 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 "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                (1) 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.
  
                (2) 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 document
  referred to in (1) above.
  
                (3) The description of the common stock of the Registrant, $.01
  par value per share (the "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 shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  
       Item 4. DESCRIPTION OF SECURITIES
  
               Not applicable.
  
  
       Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
               Not applicable.
  
  
  
                                        -2-
  
  <PAGE>   3
  
  
       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 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:
  
                   (1) To file, during any period in which offers or
       sales are being made, a post-effective amendment to this Registration
       Statement:
  
  
  
                                        -3-
  <PAGE>   4
  
                 (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act;
  
                 (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; and
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;
  
            provided, however, that paragraphs (i) and (ii) 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 15(d) of the
       Exchange Act that are incorporated by reference in the Registration
       Statement.
  
            (2) 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.
  
            (3) 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 undersigned 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 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 the 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 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 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>   5
  
  
                                     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 24th day of July, 2000.
  
                                            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, Patricia A. Gray 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>   6
  
  
  
       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.
  
  <TABLE>
  <CAPTION>
  
           SIGNATURE                     TITLE                                  DATE
           ---------                     -----                                  ----
  <S>                     <C>                                               <C>
  
  
  /s/ C. Edward Baker, Jr.   Chairman of the Board of Directors and          July 24, 2000
  ------------------------   Chief Executive Officer
  C. Edward Baker Jr.        (Principal Executive Officer)
  
  /s/ J. Roy Pottle          Executive Vice President and Chief              July 24, 2000
  ------------------------   Financial Officer
  J. Roy Pottle              (Principal Financial Officer and
                             Principal Accounting Officer)
  
  /s/ Edwin M. Banks         Director                                        July 24, 2000
  ------------------------
  Edwin M. Banks
  
  /s/ R. Schorr Berman       Director                                        July 24, 2000
  ------------------------
  R. Schorr Berman
  
  /s/ James S. Hughes        Director                                        July 24, 2000
  ------------------------
  James S. Hughes
  
  /s/ John Kornreich         Director                                        July 24, 2000
  ------------------------
  John Kornreich
  
  /S/ H. Sean Mathis         Director                                        July 24, 2000
  ------------------------
  H. Sean Mathis
  
  /s/ Allan L. Rayfield      Director                                        July 24, 2000
  ------------------------
  Allan L. Rayfield
  
  /s/ John B. Saynor         Director                                        July 24, 2000
  ------------------------
  John B. Saynor
  
  /s/ John A. Shane          Director                                        July 24, 2000
  ------------------------
  John A. Shane
  
  </TABLE>
  
  
                                        -6-
  
  
  
  
  <PAGE>   7
  
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER                           DESCRIPTION
  -------                          -----------
  
   4.1(1)     Restated Certificate of Incorporation
  
  
   4.2(2)     Certificate of Designations establishing the Series B Junior
              Participating Preferred Stock filed with the Secretary of State
              of the State of Delaware on October 19, 1995
  
   4.3(1)     Certificate of Correction filed with the Secretary of State of the
              State of Delaware on February 15, 1996
  
   4.4(3)     Certificate of Amendment of Restated Certificate of Incorporation
              filed with the Secretary of State of the State of Delaware on
              June 4, 1996
  
   4.5(4)     Certificate of Designations establishing the Series C Convertible
              Preferred Stock filed with the Secretary of State of the State of
              Delaware on June 29, 1998
  
   4.6        Certificate of Amendment of Restated Certificate of Incorporation
              filed with the Secretary of State of the State of Delaware on
              May 27, 1999
  
   4.7        Certificate of Amendment of Restated Certificate of Incorporation
              filed with the Secretary of State of the State of Delaware on
              June 16, 1999
  
   4.8(5)     Certificate of Amendment filed with the Secretary of State of the
              State of Delaware on April 3, 2000
  
   4.9(5)     Certificate of Designations establishing the Series D and E
              Preferred Stock filed with the Secretary of State of the State
              of Delaware on April 28, 2000
  
   4.10(1)    Amended By-Laws of the Registrant
  
   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-
  
  <PAGE>   8
  
  
  (1)  Incorporated by reference from the Registrant's Registration Statement on
       Form S-3 (File No. 333-542).
  
  (2)  Incorporated by reference from the Registrant's Current Report on Form 8-K
       dated October 13, 1995 and filed on October 24, 1995.
  
  (3)  Incorporated by reference from the Registrant's Registration Statement on
       Form S-8 (File no. 333-07333)
  
  (4)  Incorporated by reference from the Registrant's Current Report on Form 8-K
       dated June 26, 1998 and filed on July 23, 1998.
  
  (5)  Incorporated by reference from the Registrant's Registration Statement on
       Form S-4 (File no. 333-95677)
  
  
  
  
  
                                        -8-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "ARCH COMMUNICATION GROUP, INC.", "secsgml_size_bytes": 19122}]
metadata_filer: {"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": "333-42240", "film-number": "678927"}, "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"}}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 2000
                                                      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                             (I.R.S. Employer
  Incorporation or Organization)                            Identification Number)
  
               1800 WEST PARK DRIVE, SUITE 250, WESTBOROUGH, MA 01581
                (Address of Principal Executive Offices) (Zip Code)
  
                             2000 STOCK INCENTIVE 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              PROPOSED
          TITLE OF                                   MAXIMUM               MAXIMUM
         SECURITIES              AMOUNT              OFFERING              AGGREGATE                AMOUNT OF
           TO BE                 TO BE                PRICE                OFFERING               REGISTRATION
         REGISTERED             REGISTERED          PER SHARE               PRICE                     FEE
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par       6,000,000 shares       $5.64(1)        $33,840,000(1)           $8,934
  value
  --------------------------------------------------------------------------------------------------------------------
  (1)  Computed in accordance with Rules 457(c) and (h) under the Securities Act
       of 1933, as amended, based upon the average of the high and low prices of
       the Common Stock as reported by Nasdaq National Market on July 24, 2000.
  
                                 Page 1 of 8 pages.
                           Exhibit Index begins on page 7.
  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 Registrant's 2000 Stock Incentive Plan 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 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 "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                (1) 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.
  
                (2) 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 document
  referred to in (1) above.
  
                (3) The description of the common stock of the Registrant, $.01
  par value per share (the "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 shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
       Item 4. DESCRIPTION OF SECURITIES
  
               Not applicable.
  
       Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
               Not applicable.
  
                                        -2-
  3
  
       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 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:
  
                   (1) To file, during any period in which offers or
       sales are being made, a post-effective amendment to this Registration
       Statement:
  
                                        -3-
  4
  
                 (i) To include any prospectus required by Section 10(a)(3) of the
            Securities Act;
  
                 (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; and
  
                 (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the Registration
            Statement or any material change to such information in the
            Registration Statement;
  
            provided, however, that paragraphs (i) and (ii) 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 15(d) of the
       Exchange Act that are incorporated by reference in the Registration
       Statement.
  
            (2) 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.
  
            (3) 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 undersigned 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 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 the 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 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 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-
  5
  
                                     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 24th day of July, 2000.
  
                                            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, Patricia A. Gray 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-
  6
  
       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 and          July 24, 2000
  ------------------------   Chief Executive Officer
  C. Edward Baker Jr.        (Principal Executive Officer)
  
  /s/ J. Roy Pottle          Executive Vice President and Chief              July 24, 2000
  ------------------------   Financial Officer
  J. Roy Pottle              (Principal Financial Officer and
                             Principal Accounting Officer)
  
  /s/ Edwin M. Banks         Director                                        July 24, 2000
  ------------------------
  Edwin M. Banks
  
  /s/ R. Schorr Berman       Director                                        July 24, 2000
  ------------------------
  R. Schorr Berman
  
  /s/ James S. Hughes        Director                                        July 24, 2000
  ------------------------
  James S. Hughes
  
  /s/ John Kornreich         Director                                        July 24, 2000
  ------------------------
  John Kornreich
  
  /S/ H. Sean Mathis         Director                                        July 24, 2000
  ------------------------
  H. Sean Mathis
  
  /s/ Allan L. Rayfield      Director                                        July 24, 2000
  ------------------------
  Allan L. Rayfield
  
  /s/ John B. Saynor         Director                                        July 24, 2000
  ------------------------
  John B. Saynor
  
  /s/ John A. Shane          Director                                        July 24, 2000
  ------------------------
  John A. Shane
  -6-
  7
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER                           DESCRIPTION
  -------                          -----------
  
   4.1(1)     Restated Certificate of Incorporation
  
   4.2(2)     Certificate of Designations establishing the Series B Junior
              Participating Preferred Stock filed with the Secretary of State
              of the State of Delaware on October 19, 1995
  
   4.3(1)     Certificate of Correction filed with the Secretary of State of the
              State of Delaware on February 15, 1996
  
   4.4(3)     Certificate of Amendment of Restated Certificate of Incorporation
              filed with the Secretary of State of the State of Delaware on
              June 4, 1996
  
   4.5(4)     Certificate of Designations establishing the Series C Convertible
              Preferred Stock filed with the Secretary of State of the State of
              Delaware on June 29, 1998
  
   4.6        Certificate of Amendment of Restated Certificate of Incorporation
              filed with the Secretary of State of the State of Delaware on
              May 27, 1999
  
   4.7        Certificate of Amendment of Restated Certificate of Incorporation
              filed with the Secretary of State of the State of Delaware on
              June 16, 1999
  
   4.8(5)     Certificate of Amendment filed with the Secretary of State of the
              State of Delaware on April 3, 2000
  
   4.9(5)     Certificate of Designations establishing the Series D and E
              Preferred Stock filed with the Secretary of State of the State
              of Delaware on April 28, 2000
  
   4.10(1)    Amended By-Laws of the Registrant
  
   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-
  8
  
  (1)  Incorporated by reference from the Registrant's Registration Statement on
       Form S-3 (File No. 333-542).
  
  (2)  Incorporated by reference from the Registrant's Current Report on Form 8-K
       dated October 13, 1995 and filed on October 24, 1995.
  
  (3)  Incorporated by reference from the Registrant's Registration Statement on
       Form S-8 (File no. 333-07333)
  
  (4)  Incorporated by reference from the Registrant's Current Report on Form 8-K
       dated June 26, 1998 and filed on July 23, 1998.
  
  (5)  Incorporated by reference from the Registrant's Registration Statement on
       Form S-4 (File no. 333-95677)
  
                                        -8-