REGISTRATION RIGHTS AGREEMENT







                                      among







                         ARCH COMMUNICATIONS GROUP, INC.







                                       and







                                THE OTHER PERSONS

                                SIGNATORY HERETO















                                  June 3, 1999

















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                          REGISTRATION RIGHTS AGREEMENT





     This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered

into as of June 3, 1999 (the "Effective Date"), by and among (i) Arch

Communications Group, Inc. (the "Company"), (ii) W.R. Huff Asset Management Co.,

L.L.C. ("Huff"), (iii) Whippoorwill Associates, Inc., as general partner of

and/or agent for each Whippoorwill Stockholder ("Whippoorwill"), (iv) Credit

Suisse First Boston Corporation ("CSFB"), and (v) The Northwestern Mutual Life

Insurance Company, The Northwestern Mutual Life Insurance Company for its

General Annuity Separate Account and Northwestern Mutual Series Fund, Inc. -

High Yield Bond Portfolio (collectively, "Northwestern"). (Huff, Whippoorwill,

CSFB and Northwestern are referred to herein collectively as the

"Stockholders.").



                                    RECITALS



     A. A plan of reorganization under Chapter 11 of the United States

Bankruptcy Code for MobileMedia Communications, Inc. ("MobileMedia"),

MobileMedia Corporation, the sole stockholder of MobileMedia ("Parent"), and all

of MobileMedia's subsidiaries (as amended, the "Plan") was confirmed on April

12,1999 by order of the United States Bankruptcy Court for the District of

Delaware in Case Nos. 97-174 (PJW) through and including 97-192 (PJW), and has

become effective.



     B. In connection with the Plan, the Company, a wholly owned subsidiary of

the Company ("Merger Sub"), Parent and MobileMedia entered into an Agreement and

Plan of Merger, dated as of August 18, 1998 (as amended, the "Merger

Agreement"), pursuant to which MobileMedia has been merged with and into Merger

Sub, with Merger Sub continuing as the surviving corporation and a wholly owned

subsidiary of the Company.



     C. As a result of the Plan and the Merger Agreement and the transactions

contemplated thereby, each of the Stockholders has become the Beneficial Owner

(as defined below) of (i) shares of Common Stock, par value $.01 per share, of

the Company (the "Common Shares"), (ii) shares of Class B Common Stock, par

value $.01 per share, of the Company, which shares are convertible into Common

Shares in accordance with their terms (the "Class B Common Shares"), and (iii)

warrants to purchase Common Shares (the "Warrants"), in each case as indicated

on Schedule I hereto.



     D. In accordance with the Plan and the Merger Agreement, the Company

desires to provide for the registration of the sale by the Stockholders of the

Registrable Securities (as defined below) from time to time, on the terms and

subject to conditions set forth below.



     NOW, THEREFORE, the parties hereto hereby agree as follows:









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                                 I. DEFINITIONS

                                    -----------



     1.1. DEFINITIONS. For purposes of this Agreement, the following terms have

the following meanings:



          (a) ADELPHIA AGREEMENT: Registration Rights Agreement, dated as of

June 29, 1998, by and among the Company, Adelphia Communications Corporation and

Lisa-Gaye Shearing, as in effect on the date hereof.



          (b) ADVICE: As defined in Section 6.3.



          (c) AFFILIATE: As defined in Rule 12b-2 under the Exchange Act, but

shall in any event include, as to Whippoorwill, each Whippoorwill Stockholder.



          (d) AGREEMENT: As defined in the introductory paragraph hereof.



          (e) BENEFICIAL OWNER OR BENEFICIAL OWNERSHIP: As defined in Rule 13d-3

under the Exchange Act.



          (f) CLASS B COMMON SHARES: As defined in Recital C.



          (g) COMMON SHARES: As defined in Recital C.



          (h) COMPANY: As defined in the introductory paragraph hereof.



          (i) CSFB: As defined in the introductory paragraph hereof.



          (j) DEMAND NOTICE: As defined in Section 3.1.



          (k) DEMAND REGISTRATION: As defined in Section 3.1.



          (l) EFFECTIVE DATE: As defined in the introductory paragraph.



          (m) EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.



          (n) HUFF: As defined in the introductory paragraph hereof.



          (o) INDEMNIFIED PARTY: As defined in Section 7.3.



          (p) INDEMNIFYING PARTY: As defined in Section 7.3.



          (q) LOSSES: As defined in Section 7.1.



          (r) MERGER AGREEMENT: As defined in Recital B.



          (s) MERGER SUB: As defined in Recital B.



          (t) MOBILEMEDIA: As defined in Recital A.







                                       2

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          (u) NASDAQ: As defined in Section 6.1(l).



          (v) NORTHWESTERN: As defined in the introductory paragraph hereof.



          (w) NOTICE: As defined in Section 3.2(d).



          (x) OTHER EQUITY SECURITIES: Any shares of capital stock of the

Company and any other securities issued by the Company in respect of any Owned

Common Shares or Owned Class B Common Shares.



          (y) OTHER STOCKHOLDERS: As defined in Section 3.2(e).



          (z) OWNED CLASS B COMMON SHARES: Class B Common Shares owned by a

Stockholder, whether acquired on or after the Effective Date, including without

limitation those that are acquired by a Stockholder on the Effective Date as

contemplated by the Plan and the Merger Agreement (including without limitation

pursuant to the Standby Purchase Commitment).



          (aa) OWNED COMMON SHARES: Common Shares owned by a Stockholder,

whether acquired before, on or after the Effective Date, including without

limitation those that are acquired by a Stockholder on the Effective Date as

contemplated by the Plan and the Merger Agreement (including without limitation

pursuant to the Standby Purchase Commitment).



          (bb) OWNED WARRANTS: Warrants owned by a Stockholder, whether acquired

on or after the Effective Date, including without limitation those that are

acquired by a Stockholder on the Effective Date as contemplated by the Plan and

the Merger Agreement (including without limitation pursuant to the Standby

Purchase Commitment).



          (cc) PERMITTED ASSIGNEE: With respect to any Stockholder, means (i) an

Affiliate of such Stockholder and (ii) any Person who acquires, in a single

transaction, from such Stockholder either (A) Beneficial Ownership of at least

5.0% of the voting power of the Company's outstanding capital stock, calculated

as of immediately after such acquisition, or (B) all of the Common Shares with

respect to which such Stockholder has Beneficial Ownership, even if such Common

Shares constitute less than 5.0% of the voting power of the Company's

outstanding capital stock.



          (dd) PERSON (OR PERSON): Any individual, corporation, general or

limited partnership, joint venture, trust or other entity or association,

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