CREDIT SUISSE FIRST BOSTON INC
3, 1999-06-25
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                     FORM 3
- --------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
             INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

                     Filed pursuant to Section 16(a) of the
                    Securities Exchange Act of 1934, Section
                       17(a) of the Public Utility Holding
                     Company Act of 1935 or Section 30(f) of
                       the Investment Company Act of 1940

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           OMB Approval
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OMB Number:          3235-0104
Expires:    September 30, 1998
Estimated average burden
hours per response.........0.5
- -------------------------------------


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(Print or Type Responses)
1. Name and Address of Reporting Person*

     Credit Suisse First Boston, on behalf of Credit Suisse
     First Boston business unit

     ----------------------------------------------------------------
     (Last)          (First)          (Middle)

     Uetlibergstrasse 231, P.O. Box  CH-8045
     ----------------------------------------------------------------
     (Street)

     Zurich, Switzerland
     ----------------------------------------------------------------
     (City)          (State)           (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)

     June 3, 1999

3. I.R.S. Identification Number of Reporting Person, if an entity
   (Voluntary)

4. Issuer name and Ticker or Trading Symbol

     Arch Communications Group, Inc.
     The trading symbol on the NASDQ National Market is "APGR".

5. Relationship of Reporting Person(s) to Issuer
   (Check all applicable)

                 -- Director
                 x  10% Owner
                 -- Officer (give title below)
                 -- Other (specify below)

6. If Amendment, Date of Original (Month/Day/Year)

7. Individual or Joint/Group Filing
   (Check applicable Line)

                 x  Form Filed by One Reporting Person
                 -- Form Filed by More than One Reporting Person

              Table I Non-Derivative Securities Beneficially Owned

1. Title of Security   2. Amount of    3. Ownership        4. Nature of Indirect
   (Instr. 4)             Securities      Form: Direct        Beneficial
                          Beneficially    (D) or Indirect     Ownership
                          Owned           (I) (Instr. 5)      (Instr. 5)
                          (Instr. 4)


   Common Stock, par      15,767,356
   value $0.01 per share  shares               I              See Exhibit 1


   Class B Common Stock,
   par value $0.01        4,176,292
   per share              shares               I              See Exhibit 1

Reminder:  Report on a separate line for each class of  securities  beneficially
owned directly or indirectly.
*If the  form is  filed  by more  than one  reporting  person,  see  Instruction
5(b)(v).


Potential persons who are to respond to the collection of information  contained
in this form are not  required to respond  unless the form  displays a currently
valid OMB control number.


Page 1 of 4
<PAGE>

<TABLE>

<CAPTION>

              Table II-- Derivative Securities Beneficially Owned
         (e.g., puts, calls, warrants, options, convertible securities)

<S>              <C>                 <C>                        <C>          <C>               <C>
1. Title of      2. Date Exer-       3. Title and Amount of     4. Conver-   5. Owner-          6. Nature of
   Derivative       cisable and         Securities Underlying      sion or      ship Form         Indirect
   Security         Expiration          Derivative Security        Exercise     of Deriv-         Beneficial
   (Instr. 4)       Date                (Instr. 4)                 Price of     ative             Ownership
                    (Month/Day/Year)                               Deri-        Security:         (Instr. 5)
                                                                   vative       Direct (D) or
                                                                   Security     Indirect (I)
                                                                                (Instr. 5)
</TABLE>
<TABLE>
<S>              <C>       <C>         <C>            <C>        <C>          <C>               <C>
                 Date      Expira-     Title          Amount or
                 Exer-     tion                       Number of
                 cisable   Date                       Shares

Stock Purchase   immedi-   5:00 p.m.   Common Stock   29,309       Initially     1                See Exhibit 1
Warrants         ately     New York                                at $3.01
                           City time,
                           September
                           1, 2001


</TABLE>


**Intentional  mistatements or omissions of facts  constitute  Federal  Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:   File three copies of this Form, one of which must be manually signed. If
        space is insufficient, see Instruction 6 for procedure


/s/ WILLIAM W. CHANDLER
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**Signature of Reporting Person
Name:  William W. chandler
Title: Director


6/25/99
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Date


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<PAGE>
                               EXHIBIT 1 TO FORM 3


NAME AND REGISTERED ADDRESS OF REPORTING PERSON

Credit Suisse First Boston, on behalf of
Credit Suisse First Boston business unit
Uetlibergstrasse 231, P.O. Box CH-8045
Zurich, Switzerland

DATE OF EVENT REQUIRING STATEMENT

June 3, 1999

ISSUER NAME AND TICKER OR TRADING SYMBOL

Arch  Communications  Group,  Inc. The trading  symbol on the Nasdaq  National
Market is "APGR".

EXPLANATION OF RESPONSES

This Form 3 is being filed by Credit Suisse First Boston (the  "Bank"),  a Swiss
bank, on behalf if itself and its consolidated subsidiaries,  to the extent that
they  constitute part of the Credit Suisse First Boston business unit (the "CSFB
business unit" or the "Reporting Person").  The CSFB business unit is engaged in
the corporate and investment banking,  trading (equity, fixed income and foreign
exchange),  private equity investment and derivatives  businesses on a worldwide
basis.  The Bank and its  consolidated  subsidiaries  engage in other separately
managed activities,  most of which constitute the independently  operated Credit
Suisse Asset  Management  business  unit;  the Credit  Suisse  Asset  Management
business unit provides  asset  management and  investment  advisory  services to
institutional investors worldwide.

Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts corporation, a
broker-dealer  registered  under  Section 15 of the  Securities  Exchange Act of
1934, as amended, and an indirect wholly-owned  subsidiary of the Bank, directly
beneficially owns the securities reported herein. The principal business offices
of CSFBC are 11 Madison Avenue, New York, New York, 10010.

The  ultimate  parent  company of the Bank is Credit  Suisse  Group  ("CSG"),  a
corporation formed under the laws of Switzerland.  The principal business of CSG
is acting as a holding company for a global  financial  services group with five
distinct specialized business units that are independently operated. In addition
to  the  two  business  units  referred  to  above,  CSG  and  its  consolidated
subsidiaries (other than the Bank and its subsidiaries) are comprised of (a) the
Credit Suisse Private Bank business unit that engages in global private  banking
business; (b) the Credit Suisse business unit that engages in the Swiss domestic
banking  business;  and (c) the  Winterthur  business  unit that  engages in the
global  insurance  business.  CSG's  business  address  is  Nuschelerstrasse  1,
CH-8070, Zurich, Switzerland.

Page 3 of 4
<PAGE>

CSG,  for  purposes of federal  securities  laws,  may be deemed  ultimately  to
control the Bank and the CSFB business  unit.  CSG, its  executive  officers and
directors,  and its  direct  and  indirect  subsidiaries  (including  all of the
business units except the CSFB business unit),  may  beneficially  own shares of
Common  Stock,  and such shares are not reported in this  statement.  Due to the
separate  management  and  independent  operation  of its  business  units,  CSG
disclaims  beneficial  ownership of shares of Common Stock beneficially owned by
its direct and  indirect  subsidiaries,  including  the  Reporting  Person.  The
Reporting  Person  disclaims  beneficial  ownership  of shares  of Common  Stock
beneficially owned by CSG and any of CSG's and the Bank's other business units.



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