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                                                                   EXHIBIT 10.14


              SECOND AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT

         This Second Amendment to Asset Purchase and Sale Agreement (this
"Second Amendment"), dated as of August 12, 1998, between OmniAmerica, Inc., a
Delaware corporation (the "Buyer") and certain wholly-owned subsidiaries of Arch
Communications Group, Inc., a Delaware corporation ("ACG") which are identified
on the signature page of this Amendment (the "Sellers" and each individually, a
"Seller") amends the Asset Purchase and Sale Agreement, dated as of April 10,
1998, between Buyer and Sellers or Sellers' predecessors in interest for the
sale of communications facilities (the "Agreement") to the extent set forth
herein. All capitalized terms used but not defined herein shall have the same
meaning as set forth in the Agreement.

         1.       The second sentence of Section 2(c) of the Agreement is hereby
                  amended to read as follows:

                           A second Closing will be held on September 17 and 18,
                           1998 (the "Second Closing Date") in respect of Sites
                           which have uncured Defects or Security Interests as
                           of the Initial Closing Date. The parties may, by
                           mutual agreement, move the Second Closing Date
                           forward or back, however, in no case may the Second
                           Closing Date occur after September 30, 1998.

         2.       Except as provided above and in the Amendment to Asset
                  Purchase and Sale Agreement between Buyer and Sellers or
                  Sellers' predecessors in interest dated June 26, 1998, the
                  Agreement remains unchanged and in full force and effect.

         IN WITNESS WHEREOF, the Parties hereto have executed this Second
Amendment as of date first above written.

BUYER:

OMNIAMERICA, INC.



By:  /s/ F. HOWARD MANDEL
   -------------------------------
     F. Howard Mandel, Vice President
     and Assistant Secretary


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SELLERS:

THE WESTLINK COMPANY, a Delaware corporation
ARCH CAPITOL DISTRICT, INC., a New York corporation 
ARCH MICHIGAN, INC., a Delaware corporation
         (for itself and as successor in interest to ARCH COMMUNICATIONS
         ENTERPRISES, INC., a Delaware corporation)
ARCH SOUTHEAST COMMUNICATIONS, INC., a Delaware corporation 
THE BEEPER COMPANY OF AMERICA, INC., a Colorado corporation 
ARCH CONNECTICUT VALLEY, INC., a Massachusetts corporation 
ANSWER IOWA, INC., an Iowa corporation 
ARCH PAGING, INC., a Delaware corporation
         (formerly USA MOBILE COMMUNICATIONS, INC. III and successor by merger
         to Q MEDIA COMPANY-PAGING, INC., a Kansas corporation, Q MEDIA PAGING-
         ALABAMA, INC., a Delaware corporation and PROFESSIONAL
         COMMUNICATIONS, INC., a Pennsylvania corporation; Q MEDIA COMPANY-
         PAGING, INC. and Q MEDIA PAGING-ALABAMA, INC. themselves successors in
         Interest to USA MOBILE COMMUNICATIONS, INC. II, a Delaware corporation)

By:  /s/ ROBERT B. ALPERIN
   -------------------------------------
     Robert B. Alperin, Vice President-
     Business Development

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