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                                                                     EXHIBIT 4.7

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         ARCH COMMUNICATIONS GROUP, INC.


     Arch Communications Group, Inc. (hereinafter called the "Corporation"),
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify as follows:

     At a duly convened meeting of the Board of Directors of the Corporation,
resolutions were duly adopted pursuant to Section 242 of the General Corporation
Law of the State of Delaware setting forth an amendment to the Restated
Certificate of Incorporation of the Corporation, as amended by a Certificate of
Designation dated October 19, 1995 stating the designation and number of shares,
and fixing the relative rights, preferences and limitations, of the
Corporation's Series B Junior Participating Preferred Stock (the "Series B
Certificate of Designation") and a Certificate of Designation dated June 29,
1998 stating the designation and number of shares, and fixing the relative
rights, preferences and limitations, of the Corporation's Series C Convertible
Preferred Stock (as so amended, the "Restated Certificate of Incorporation"),
and declaring such amendment to be advisable. The stockholders of the
Corporation duly approved said proposed amendment in accordance with Section 242
of the General Corporation Law of the State of Delaware at a duly convened
meeting of stockholders. The resolutions setting forth the amendment are as
follows:

RESOLVED:     That the following paragraph be inserted prior to the first
              paragraph of Article FOURTH of the Restated Certificate of
              Incorporation:

                    "That at 9:00 a.m. on Monday, June 28, 1999 (the "Effective
               Time"), a reverse split of the Corporation's Common Stock, $.01
               par value per share ("Common Stock") and Class B Common Stock,
               $.01 par value per share ("Class B Common Stock"), shall become
               effective, such that (i) each three outstanding shares of Common
               Stock (including treasury shares) immediately prior to the
               Effective Time shall be automatically converted into one share of
               the Corporation's Common Stock, $.01 par value per share and (ii)
               each three outstanding shares of the Class B Common Stock
               (including treasury shares) immediately prior to the Effective
               Time shall be automatically converted into one share of the
               Corporation's Class B Common Stock, $.01 par value per share."


FURTHER
RESOLVED:    That Article FOURTH of the Restated Certificate of
             Incorporation of the Corporation, as previously amended, be
             and hereby is further amended by



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               deleting paragraph (a) of said Article FOURTH and inserting in
               lieu thereof the following:

                    "(a) The aggregate number of shares of all classes of stock
               which the Corporation shall have authority to issue is
               85,000,000, consisting of (i) 65,000,000 shares of Common Stock,
               $.01 par value per share ("Common Stock"), (ii) 10,000,000 shares
               of Class B Common Stock, $.01 par value per share ("Class B
               Common Stock"), and (iii) 10,000,000 shares of preferred stock,
               $.01 par value per share ("Preferred Stock"), of which 300,000
               shares have been designated as Series B Junior Participating
               Preferred Stock, $.01 par value per share, 250,000 shares have
               been designated as Series C Convertible Preferred Stock, $.01 par
               value per share, and 9,450,000 shares remain available for future
               designation and issuance in accordance with the General
               Corporation Law of the State of Delaware."







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     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its Chairman
and Chief Executive Officer this 15th day of June, 1999.

                                       ARCH COMMUNICATIONS GROUP, INC.



                                       By: /S/ C. Edward Baker, Jr.
                                          ------------------------------------
                                          C. Edward Baker, Jr.
                                          Chairman and Chief Executive Officer