UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person(s)
Hughes, James S.
1800 West Park Drive
Suite 250
Westborough, MA 01581
2. Issuer Name and Ticker or Trading Symbol
Arch Communications Group, Inc. (APGR)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
12/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code Amount D Price End of Year I
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 40,194 D Direct
<CAPTION>
Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code A D Exercisable Expiration
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<S> <C> <C> <C> <C> <C> <C> <C>
Non-Qualified Stock Option $4.3125 12/24/08
(right to buy)
Non-Qualified Stock Option $6.0939 05/18/99 A 3,000 05/18/99 05/18/09
(right to buy)
Non-Qualified Stock Option $13.6875 12/24/07
(right to buy)
Non-Qualified Stock Option $23.6250 12/24/06
(right to buy)
Non-Qualified Stock Option $55.5000 01/30/05
(right to buy)
Non-Qualified Stock Option $70.5000 12/29/05
(right to buy)
Non-Qualified Stock Option $82.6800 09/07/05
(right to buy)
Warrants (1) $9.0300 06/03/99 J 122,006 06/03/99 09/01/01
Warrants (1) $9.0300 06/03/99 J 86,421 06/03/99 09/01/01
<CAPTION>
Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-Qualified Stock Option Common Stock 1,000 1,000 D Direct
(right to buy)
Non-Qualified Stock Option 05/18/99 Common Stock 3,000 1,000 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 1,000 1,000 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 1,000 1,000 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 1,667 1,667 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 1,000 1,000 D Direct
(right to buy)
Non-Qualified Stock Option Common Stock 1,000 1,000 D Direct
(right to buy)
Warrants (1) 06/03/99 Common Stock 40,669 D Direct
Warrants (1) 06/03/99 Common Stock 28,806 208,427 D Direct
<FN>
Explanation of Responses:
(1)
In connection with its acquisition of MobileMedia Communications, Inc., Arch Communications Group, Inc. issued on a pro rata basis
to all holders of Arch Common Stock and Series C Preferred Stock outstanding on January 27, 1999 non-transferable rights to
acquire Arch Common Stock, and to the extent such rights were not exercised by May 14, 1999, Arch distributed in lieu thereof
warrants to acquire an equivalent number of shares of Arch Common Stock. The distribution of the warrants to the reporting person
is exempt from Section 16 and therefore is neither reportable nor subject to Section 16 (b). The reporting person is providing the
information relating to the acquistion of the warrants on a voluntary basis.
- -
On June 28, 1999, Arch Communications Group, Inc. implemented a one-for-three reverse split of its Common Stock and Class B Common
Stock. The exercise prices and and number of derivative securities beneficially owned at the end of the month as indicated on Table
II have been restated to reflect the reverse stock split.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Hughes, James S.
DATE
2/7/2000
