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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K/A


Amendment No. 1





FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X]


For the Fiscal Year Ended December 31, 2003


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from
_________ to
Commission file number 0-23232


Arch Wireless, Inc.

(Exact name of Registrant as specified in its Charter)


|                                  |  |                                                
|--------------------------------- |  | -----------------------------------------------
|DELAWARE
(State of incorporation) |  | 31-1358569
(I.R.S. Employer Identification No.)

|                                                                                                    |  |                 
|--------------------------------------------------------------------------------------------------- |  | ----------------
|1800 West Park Drive, Suite 250
Westborough, Massachusetts
(address of principal executive offices) |  | 01581
(Zip Code)

(508) 870-6700
(Registrants telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:Class A Common Stock Par Value $0.0001 Per Share

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934:Class A Common Stock Par Value $0.0001 Per Share
(Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES     [X]     NO [   ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [   ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

YES     [X]     NO [   ]


The aggregate market value of the voting stock held by non-affiliates of the
Registrant at June 30, 2003 was approximately $114,027,065.

Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES     [X]     NO [   ]

The number of shares of Registrants common stock outstanding on February 20,
2004 was 19,483,929.



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TABLE OF CONTENTS



|                          |                                                                                                         |  |  |  |  |  |  | 
|------------------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III                 
|                          | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                            
|                          | ITEM 11. EXECUTIVE COMPENSATION                                                                        
|                          | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|                          | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS                                          
|                          | ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                        
|SIGNATURE                
|EXHIBIT INDEX            
|EX-31.3 CEO CERTIFICATION
|EX-31.4 CFO CERTIFICATION



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EXPLANATORY NOTE

This Amendment No. 1 to our Annual Report on Form 10-K for the year ended
December 31, 2003 that was originally filed with the Securities and Exchange
Commission on March 1, 2004 is being filed to provide the information required
by Items 10, 11, 12, 13 and 14 of Part III and to amend and restate the Exhibit
Index.




PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

Currently, our board of directors is comprised of eight directors. Our
directors are elected annually by our stockholders and hold office until the
next annual meeting and until successors are elected and qualified or until
death, resignation or removal. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
until the next annual meeting of stockholders by a majority of directors then
in office.

Set forth below are the names of each member of our board of directors,
their ages, the year in which each first became one of our directors, their
principal occupations and employment during the past five years and the names
of other public companies of which they serve as a director.

|                                         |  |     |    |                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---------------------------------------- |  | --- | -- | -------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and Period of Service as            |  |     |    |                                                    |  | Positions With Arch, Principal Occupations and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|a Director                               |  | Age |    | Employment Over Past Five Years, and Directorships
|                                         |  |     |    |                                                   
|C. Edward Baker, Jr.
Director since 1986 |  |     | 53 |                                                    |  | Chief executive officer of
Arch since 1988 and chairman
of the board of Arch since
1989.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                         |  |     |    |                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|James V. Continenza
Director since 2002  |  |     | 41 |                                                    |  | President and chief
executive officer since
September 2002 of Teligent,
Inc., a provider of
fixed-wireless broadband
services that filed for
bankruptcy protection in May
2001, chief operating
officer of Teligent, Inc.
from May 2001 to September
2002 and its senior vice
president of strategic
operations from September
2000 to May 2001; president
and chief executive officer
of Lucent Technologies
Product Finance, which was a
division of The CIT Group,
Inc., a financial services
company, from April 1999 to
September 2000; senior vice
president  worldwide sales
and marketing of Lucent
Technologies Product Finance
from September 1997 to April
1999.
|                                         |  |     |    |                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Eric Gold
Director since 2002            |  |     | 42 |                                                    |  | Portfolio Manager at Forest
Investment Management, an investment management firm, since
March 2003;
telecommunications analyst
at Grantchester Securities, a securities and investment banking firm, from May 1996 to March 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                         |  |     |    |                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Carroll D. McHenry
Director since 2002   |  |     | 61 |                                                    |  | Vice Chairman of Arch since
June 2003; chairman of the
board, president and chief
executive officer of
Heartland Wireless
Communications, Inc., a
wireless cable television
company that filed for
bankruptcy protection in
December 1998, and
Heartlands successor
company, Nucentrix Broadband
Networks, Inc., since April
1997; director of Allegiance
Telecom, Inc.                                                                                                                                                                                                                                                                                                    





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|                                            |  |     |    |                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------- |  | --- | -- | -------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and Period of Service as               |  |     |    |                                                    |  | Positions With Arch, Principal Occupations and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|a Director                                  |  | Age |    | Employment Over Past Five Years, and Directorships
|                                            |  |     |    |                                                   
|Matthew Oristano
Director since 2002        |  |     | 47 |                                                    |  | President and chief
executive officer of Alda
Inc., an investment
management company, since
1995; chairman of the board
and chief executive officer
of Peoples Choice TV Corp.,
a wireless communications
company, from April 1993 to
September 1999.                                                                                                                                                                                                                                                                                                                                               
|                                            |  |     |    |                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|William E. Redmond, Jr.
Director since 2002 |  |     | 44 |                                                    |  | President and chief
executive officer from
December 1996 to February
2003 and chairman of the
board since 1999 of
Gardenway, Inc., a
manufacturer of outdoor
garden and power equipment
that filed for bankruptcy
protection in July 2001 in
order to facilitate a sale
of substantially all of its
assets in August 2001;
director of Tokheim
Corporation since November
2000 and chairman of the
oversight committee of the
board of Tokheim since
November 2002; director of
WKI Holding Company, Inc.,
which operates principally
through its subsidiary World
Kitchen, Inc., since January
2003.
|                                            |  |     |    |                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Richard A. Rubin
Director since 2003        |  |     | 40 |                                                    |  | President of Hawkeye Capital
Management LLC, a provider
of investment management
services, since November
1999; engaged in organizing
Hawkeye Capital Management
LLC between July 1998 and
November 1999; principal at
MHR Advisors LLC from
January 1997 to July 1998.                                                                                                                                                                                                                                                                                                                              
|                                            |  |     |    |                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Samme L. Thompson
Director since 2002       |  |     | 58 |                                                    |  | President of Telit
Associates, Inc., a
financial and strategic
advisory firm, since April
2002; senior vice president
of Motorola Corporation from
July 1999 until April 2002;
chief financial officer of
NetCom Solutions
International, Inc., a
provider of network and
logistics integration
services, from April 1998 to
June 1999; president of
Telit Associates, Inc. from
1994 to 1999.                                                                                                                                                                                                       

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Executive Officers

Our current executive officers are as follows:

|                      |  |  |     |  |  |                                                                                                                                                                                                                                                                                                                                           
|--------------------- |  |  | --- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                  |  |  | Age |  |  | Position                                                                                                                                                                                                                                                                                                                                  
|C. Edward Baker, Jr.  |  |  | 53  |  |  | Chief executive officer of Arch since
1988 and chairman of the board of Arch
since 1989.                                                                                                                                                                                                                                                  
|                      |  |  |     |  |  |                                                                                                                                                                                                                                                                                                                                           
|Lyndon R. Daniels     |  |  | 51  |  |  | President and chief operating officer of
Arch since January 1998; president and
chief executive officer of Pacific Bell
Mobile Services, a subsidiary of SBC
Communications Inc., from November 1993
to December 1997.                                                                                                                    
|                      |  |  |     |  |  |                                                                                                                                                                                                                                                                                                                                           
|J. Roy Pottle         |  |  | 45  |  |  | Executive vice president and chief
financial officer of Arch since February
1998; vice president and treasurer of
Jones Intercable, Inc., a cable
television operator, from October 1994
to February 1998.                                                                                                                                
|                      |  |  |     |  |  |                                                                                                                                                                                                                                                                                                                                           
|Paul H. Kuzia         |  |  | 62  |  |  | Executive vice president, technology and
regulatory affairs of Arch since
September 1996; vice president,
engineering and regulatory affairs of
Arch from 1988 to September 1996.                                                                                                                                                         
|                      |  |  |     |  |  |                                                                                                                                                                                                                                                                                                                                           
|Patricia A. Gray      |  |  | 49  |  |  | Senior vice president, general counsel
and secretary of Arch since May 2000;
vice president, general counsel and
secretary of Arch from January 2000 to
May 2000; vice president and general
counsel of Arch from June 1999 to
January 2000; prior to June 1999, vice
president, general counsel and secretary
of MobileMedia Corporation.
|                      |  |  |     |  |  |                                                                                                                                                                                                                                                                                                                                           
|Christopher J. Madden |  |  | 48  |  |  | Senior vice president, human resources
of Arch since May 2000; vice president,
human resources of Arch from June 1998
to May 2000.                                                                                                                                                                                                        

Each of the foregoing individuals, except Mr. Madden, were our executive
officers at the time that our Chapter 11 bankruptcy proceedings commenced on
December 6, 2001.

Our executive officers are elected by the board of directors and hold
office until their successors are elected or until their earlier death,
resignation or removal.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and holders of more than 10% of our common stock
to file initial reports of ownership and reports of changes in ownership of our
common stock with the Securities and Exchange Commission. We believe that
during 2003 all our reporting persons complied with all section 16(a) filing
requirements, except as set forth below.

Mr. Rubin
failed to file Statements of Changes in Beneficial Ownership of
Securities on Forms 4 to report the acquisitions of an aggregate
of 9,406 shares of our stock resulting from interim
distributions of shares made in January 2003, June 2003 and April
2004 to Hawkeye Capital Management LLC pursuant to our plan of
reorganization relating to our emergence from bankruptcy in May 2002.

Mr. Oristano
failed to file Statements of Changes in Beneficial Ownership of
Securities on Forms 4 to report the acquisitions of an aggregate
of 1,125 shares of our stock resulting from interim
distributions of shares made in January 2003 and June 2003 pursuant to our plan of
reorganization relating to our emergence from bankruptcy in May 2002.

Messrs. Rubin
and Oristano each intend to file a Statement of Changes in Beneficial
Ownership of Securities on Form 4 to report their respective
shares acquired in these distributions.

Audit Committee

We have a separately-designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
The members of our audit committee are Matthew Oristano (Chairman), Carroll D.
McHenry and Samme L. Thompson.

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Audit Committee Financial Expert

The Board of Directors has designated Matthew Oristano as the Audit
Committee Financial Expert as defined by Item 401(h) of Regulation S-K of the
Securities Exchange Act of 1934 and has determined that he is independent as
defined under Rule 4200(a)(15) of the NASDAQ Stock Market, Inc. Marketplace
Rules.

Code of Ethics

We have adopted a written Code of Business Conduct and Ethics that applies
to our directors, officers and employees, including our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. We have posted a current
copy of the code on our website, which is located at www.arch.com. In
addition, we intend to post on our website all disclosures that are required by
law or NASDAQ Stock Market, Inc. listing standards concerning any amendments
to, or waivers from, any provision of the code.




ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The annual and long-term compensation of our chief executive officer and
other executive officers named below was as follows for the years ended
December 31, 2001, 2002 and 2003:

|                            |                                   |      |      |            |  |     |                     |         |        |           |           |         |  |        |         |         |            |   |           |         |  |   |       |         | 
|--------------------------- | --------------------------------- | ---- | ---- | ---------- |  | --- | ------------------- | ------- | ------ | --------- | --------- | ------- |  | ------ | ------- | ------- | ---------- | - | --------- | ------- |  | - | ----- | ------- | 
|                            |                                   |      |      |            |  |     |                     |         |        |           |           |         |  |        |         |         |            |   | Long-Term |         |  |   |      
|                            |                                   |      |      |            |  |     |                     |         |        |           |           |         |  |        |         |         |            |   | Compen-   |         |  |   |      
|                            |                                   |      |      |            |  |     | Annual Compensation |         | sation |           |           |         | 
|                            |                                   |      |      |            |  |     |                     |         |        |           |           |         | 
|                            |                                   |      |      |            |  |     |                     |         |        |           |           |         |  |        | Other   |         |            |   |           |         |  |   |      
|                            |                                   |      |      |            |  |     |                     |         |        |           |           |         |  |        | Annual  |         | Restricted |   | All Other
|                            |                                   |      |      |            |  |     |                     |         |        |           |           |         |  |        | Compen- |         | Stock      |   | Compen-  
|Name and Principal Position |                                   |      |      |            |  |     |                     |         |        | Bonus ($) |           | sation  |  | Awards |         | sation 
|During 2003                 |                                   | Year |      | Salary ($) |  | (1) |                     | ($) (2) |        | ($)(3)    |           | ($)(4) 
|                            |                                   |      |      |            |  |     |                     |         |        |           |           |        
|C. Edward Baker, Jr.        |                                   |      | 2003 |            |  | $   | 607,200             |         |        | $         | 1,713,000 |         |  |        |        |         |            | $ | 53,073    |         |  | $ | 5,000 |        
|                            | Chairman and chief                |      |      | 2002       |  |     |                     | 607,200 |        |           |           | 813,000 |  |        | $       | 210,000 |            |   |           | 626,572 |  |   |       | 432,350 | 
|                            | executive officer                 |      |      | 2001       |  |     |                     | 601,431 |        |           |           | 230,000 |  |        |         |        |            |   |           |        |  |   |       | 3,400   | 
|Lyndon R. Daniels           |                                   |      | 2003 |            |  |     | 386,200             |         |        |           | 954,729   |         |  |        |        |         |            |   | 31,129    |         |  |   | 4,000 |        
|                            | President and chief               |      |      | 2002       |  |     |                     | 379,000 |        |           |           | 527,400 |  |        |         |        |            |   |           | 367,529 |  |   |       | 3,666   | 
|                            | operating officer                 |      |      | 2001       |  |     |                     | 383,277 |        |           |           | 160,000 |  |        |         |        |            |   |           |        |  |   |       | 3,400   | 
|J. Roy Pottle               |                                   |      | 2003 |            |  |     | 329,725             |         |        |           | 757,500   |         |  |        |        |         |            |   | 25,130    |         |  |   | 2,400 |        
|                            | Executive vice president          |      |      | 2002       |  |     |                     | 312,200 |        |           |           | 452,500 |  |        |         |        |            |   |           | 296,681 |  |   |       | 2,200   | 
|                            | and chief financial officer       |      |      | 2001       |  |     |                     | 309,892 |        |           |           | 130,000 |  |        |         |        |            |   |           |        |  |   |       | 2,100   | 
|Paul H. Kuzia               |                                   |      | 2003 |            |  |     | 236,000             |         |        |           | 481,265   |         |  |        |        |         |            |   | 15,561    |         |  |   | 4,000 |        
|                            | Executive vice president,         |      |      | 2002       |  |     |                     | 236,000 |        |           |           | 215,000 |  |        |         |        |            |   |           | 183,766 |  |   |       | 3,666   | 
|                            | technology and regulatory affairs |      |      | 2001       |  |     |                     | 234,461 |        |           |           | 80,000  |  |        |         |        |            |   |           |        |  |   |       | 3,400   | 
|Patricia A. Gray            |                                   |      | 2003 |            |  |     | 229,000             |         |        |           | 367,600   |         |  |        |        |         |            |   | 6,185     |         |  |   | 3,088 |        
|                            | Senior vice president,            |      |      | 2002       |  |     |                     | 229,000 |        |           |           | 189,200 |  |        |         |        |            |   |           | 73,064  |  |   |       | 4,125   | 
|                            | general counsel and secretary     |      |      | 2001       |  |     |                     | 227,461 |        |           |           | 60,000  |  |        |         |        |            |   |           |        |  |   |       | 3,037   | 



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|(1) |  | Represents bonus paid in such fiscal year with respect to prior year.
Information for bonus compensation paid in 2002 and 2003 includes
retention bonuses paid in each year to Messrs. Baker, Daniels, Pottle and
Kuzia and Ms. Gray pursuant to our retention plan in the amounts of
$363,000, $300,000, $300,000, $100,000 and $100,000, respectively. See 
 Retention Plan below.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(2) |  | Represents compensation paid in 2002 to Mr. Baker for the payment of
taxes in connection with the cancellation of $427,766 of indebtedness owed
by Mr. Baker to us in connection with our chapter 11 reorganization. See
  Executive Employment Agreements and Loans below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) |  | Represents the dollar value, net of consideration paid by the executive
officer, of shares of restricted stock issued pursuant to our plan of
reorganization, on the date of grant, based upon the closing price of our
common stock on that date, except with respect to the issuance on May 29,
2002, which uses the May 30, 2002 closing price because there was no
trading of our common stock on May 29, 2002. On May 29, 2002, Messrs.
Baker, Daniels, Pottle and Kuzia and Ms. Gray were issued 249,663,
146,445, 118,215, 73,223 and 29,113 shares of common stock, respectively,
for $.001 per share. On November 5, 2002, Messrs. Baker, Daniels, Pottle
and Kuzia and Ms. Gray were issued 5,037, 2,955, 2,385, 1,477 and 587
shares of common stock, respectively, for $.001 per share. On June 27,
2003, Messrs. Baker, Daniels, Pottle and Kuzia and Ms. Gray were issued
8,281, 4,857, 3,921, 2,428 and 965 shares of common stock, respectively,
for $.001 per share. On December 31, 2003, based on the closing price of
our class A common stock on that date, Mr. Baker held an aggregate of
262,981 shares with a value of approximately $5,207,024; Mr. Daniels held
an aggregate of 154,257 shares with a value of approximately $3,054,289;
Mr. Pottle held an aggregate of 124,521 shares with a value of
approximately $2,465,516; Mr. Kuzia held an aggregate of 50,817 shares
with a value of approximately $1,006,177; and Ms. Gray held an aggregate
of 25,204 shares with a value of approximately $499,039. Dividends may be
declared on these restricted shares if and when they are declared on our
common stock. For the vesting schedule and other information concerning
these restricted shares, see   2002 Stock Incentive Plan below.
|   
|(4) |  | Represents matching contributions paid under our 401(k) plan, except in
the case of Mr. Baker for the amount reported in 2002, which also includes
$427,766 in indebtedness owed to us by Mr. Baker that was cancelled in
connection with our chapter 11 reorganization. See   Executive
Employment Agreements and Loans below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Aggregated Option Exercises and Fiscal Year-End Option Values

During 2003, no options to purchase shares of our common stock were
granted to, or exercised by, our named executive officers. As of December 31,
2003, no outstanding stock options were held by our named executed officers.

Executive Employment Agreements and Loans

We are a party to executive employment agreements with each of Messrs.
Baker, Daniels and Pottle. Each of the executive employment agreements has a
term of three years expiring on May 29, 2005 and will automatically renew from
year to year thereafter unless terminated by either party at least 90 days
prior to any renewal date. Under these agreements, Messrs. Baker, Daniels and
Pottle are entitled to receive annual base salaries of $600,000, $379,000 and
$305,000, respectively, subject to review and adjustment after 2002 by the
board of directors, and other bonuses and benefits.

In the event that the employment of an executive is terminated by us prior
to a change in control other than for cause, disability or death, or by the
executive for good reason, the executive will be entitled to receive:



| |  |  | a lump sum cash payment equal to the executives annual base
salary in effect at the time of the termination;                                                                                                                                                      
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a lump sum cash payment of a pro rata portion of the annual
bonus for which the executive would have been eligible for the
fiscal year in which the executives employment is terminated;                                                                          
|
| |  |  | for a period of nine months from the first anniversary of the
date of termination, continuation payments equal to the amount by
which the executives monthly base salary immediately prior to his
termination exceeds the executives new monthly base salary; and

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| |  |  | for the period during which cash benefits are available,
continuation of certain benefits similar to those received prior to
termination, unless the executive becomes entitled to receive
substantially equivalent benefits from another employer.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the event an executive resigns without good reason, he will be entitled
to receive a lump sum cash payment equal to the amount of unpaid base salary,
deferred compensation and accrued vacation pay through the termination date.

Good reason is defined to include, among other things, a material
reduction in employment position or responsibilities, the inability of the
executive to perform his duties as a result of disability, the relocation of
the executive more than 50 miles from his regular place of business or, in the
case of Mr. Baker, ceasing to be our chief executive officer or a member of our
board of directors. Following termination of employment without good reason or
for cause, each executive has agreed not to compete with us or solicit our
employees or business for one year.

All restricted stock and options, if any, held by the executive will
become immediately exercisable or vested in full upon a change of control, as
defined in the agreement. Additionally, if the executive would receive
benefits upon a change of control that would be qualified as excess parachute
payments under the golden parachute provision of the Internal Revenue Code,
payments that we are required to pay to the executive will be reduced if such a
reduction would result in a larger after tax benefit to the executive.

Prior to our chapter 11 reorganization and before the enactment of the
Sarbanes-Oxley Act, we had made a loan to Mr. Baker bearing interest at 4.99%
annually. Upon the effective date of our plan of reorganization on May 29,
2002, the unpaid amount of this indebtedness, $427,766, was cancelled.

2002/2003 Retention Plan

We adopted a retention plan to assist in retaining the services of key
employees and in focusing key employees on our chapter 11 reorganization
efforts. Retention bonuses were paid to Messrs. Baker, Daniels, Pottle and
Kuzia and Ms. Gray in the amounts of $726,000, $600,000, $600,000, $200,000 and
$200,000, respectively.

Each retention bonus was payable in three installments if the eligible
employee remained employed on the date each installment was due; provided that
if any eligible employees employment had been terminated by us other than for
cause, disability or death, each as defined in the retention plan, then all
unpaid installments of the retention bonus payments would have been immediately
due and payable to the employee as of his or her termination of employment.
Similarly, if a change in control, as defined in the retention plan, had
occurred prior to the payment of the final installment then all unpaid
installments would have been immediately due and payable to all eligible
employees. If we had been liquidated or commenced a plan of liquidation prior
to a change in control, then all installments not yet payable would have been
forfeited.

The first and second installments of 25% each of the retention bonus were
paid on May 29, 2002, the effective date of our plan of reorganization. The
third installment of 50% of each retention bonus was paid on June 30, 2003.

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Severance Plan

We have a severance plan that provides severance benefits to certain of
our employees, including the named executive officers other than Messrs. Baker,
Daniels and Pottle. Severance benefits will be paid if the executive officer
is terminated by us, without cause.

If eligible for benefits, the terminated executive officer will receive a
lump sum payment of his or her base salary for a period of six months plus an
additional two weeks for each year of service, as defined in the severance
plan, up to a maximum of 12 months total base salary plus any pro rata portion
of any targeted bonus that the executive officer was eligible to receive. Each
terminated executive officer eligible for severance payments shall also be
eligible for continued participation in our sponsored employee health programs
in effect, if any, during the period which is used to calculate severance
payments if the executive officer continues the same payments for such benefits
as made immediately prior to employment termination and as adjusted after that
time for our active employees. Participation in the health programs will
cease, except to the extent required by law, whenever other comparable benefits
are available to the terminated executive officer.

2002 Stock Incentive Plan

Our only equity compensation plan is our 2002 Stock Incentive Plan, which
was established in connection with our emergence from bankruptcy in May 2002.
The board of directors approved an amendment to the 2002 plan, which was
approved by our stockholders in June 2003, to increase the number of shares of
common stock authorized for issuance under the 2002 plan from 950,000 to
1,200,000. Under the 2002 plan, restricted stock awards, stock options and
other stock-based awards may be granted to our employees, officers, directors,
consultants and advisors.

The 2002 plan is administered by the board of directors. The board is
authorized to adopt, amend and repeal the administrative rules, guidelines and
practices relating to the 2002 plan and to interpret the provisions of the 2002
plan. The board may amend, suspend or terminate the 2002 plan at any time.
The board has delegated to the compensation committee authority to administer
certain aspects of the 2002 plan.

The board of directors or the compensation committee selects the
recipients of awards under the 2002 plan and determines (1) the number of
shares of common stock covered by awards under the plan, (2) the dates upon
which awards vest or become exercisable, (3) the issue price of restricted
stock awards, which may be less than the fair market value of the common stock
on the date of grant, (4) the exercise price of stock options, which may not be
less than the fair market value of our common stock on the date of grant in the
case of incentive stock options, and (5) the duration of the options, which may
not exceed 10 years.

The 2002 plan permits the following forms of payment of the exercise price
of stock options, some of which are in our discretion: (1) payment by cash,
check or in connection with a cashless exercise through a broker, (2)
surrender to us of shares of common stock, (3) delivery to us of a promissory
note, (4) any other lawful means or (5) any combination of these forms of
payment.

If any option granted under the 2002 plan expires or is terminated,
surrendered, canceled or forfeited, the unused shares of common stock covered
by such option will again be available for grant under the 2002 plan. No
awards may be granted under the 2002 plan after May 29, 2012, but awards
previously granted may extend beyond that date.

The 2002 plan provided that all 950,000 shares of common stock initially
available under the plan would be issued as restricted stock to certain members
of our senior management in connection with our emergence from bankruptcy.
Upon the effective date of our plan of reorganization, we issued a total of
882,200 shares of common stock for $.001 per share to ten members of our senior
management, including

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249,663 shares to Mr. Baker, 146,445 shares to Mr. Daniels, 118,215 shares
to Mr. Pottle, 73,223 shares to Mr. Kuzia and 29,113 shares to Ms. Gray.
Subject to continued employment on the applicable vesting dates, these shares
vest 35.222% on the first anniversary of the effective date (May 29, 2003),
35.222% on the second anniversary of the effective date (May 29, 2004) and
29.556% on the third anniversary of the effective date (May 29, 2005). On
November 5, 2002, an additional 17,800 shares were issued for $.001 per share
to members of our senior management when it was determined that the general
unsecured claims, excluding secured creditor deficiency claims, of our
intermediate holding company, Arch Wireless Holdings, Inc., would not exceed
$120 million. These shares, of which 5,037 were issued to Mr. Baker, 2,955
were issued to Mr. Daniels, 2,385 were issued to Mr. Pottle, 1,477 were issued
to Mr. Kuzia and 587 were issued to Ms. Gray, vest in the same manner as the
initial 882,200 shares. On June 27, 2003 and April 5, 2004, an additional
aggregate 50,000 shares were issued for $.001 per share to members of our
senior management when and as general unsecured claims, excluding secured
creditor deficiency claims, of Arch Wireless Holdings, Inc., were reduced below
specified levels. Subject to continued employment on the vesting date, these
additional 50,000 shares, of which 14,150 shares were issued to Mr. Baker,
8,300 shares were issued to Mr. Daniels, 6,700 shares were issued to Mr.
Pottle, 4,150 shares were issued to Mr. Kuzia and 1,650 shares were issued to
Ms. Gray, vest 100% on the third anniversary of the effective date of our plan
of reorganization (May 29, 2005).

All shares issued to Messrs. Baker, Daniels and Pottle will immediately vest if:



| |  |  | a change in control occurs while the executive is employed by us;                                                                                                                                                                                                          
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the employment of the executive is terminated without cause
following the announcement of a change in control;                                                                                                                                                             
|
| |  |  | the employment of the executive is terminated within 90 days
prior to a change in control or the announcement of a change in
control; or                                                                                                                                   
|
| |  |  | the employment of the executive is terminated more than 90
days prior to a change in control or the announcement of a change in
control and the executive can reasonably demonstrate that such
termination was in connection with or anticipation of the change in
control.

Following approval by our stockholders of the amendment to the 2002 plan
that increased the number of shares of common stock authorized for issuance
under the 2002 plan from 950,000 to 1,200,000, we granted stock options to the
non-employee directors who joined our board of directors upon our emergence
from bankruptcy and who were reelected at the 2003 annual meeting of
stockholders. On June 12, 2003, we granted options to purchase 41,666 shares
of common stock at an exercise price of $.001 per share and a ten year term to
each of Messrs. Continenza, Gold, McHenry, Oristano, Redmond and Thompson.
Subject to continued service as a director, these options vested 50% upon
issuance and the remaining 50% will vest on May 29, 2004, and will immediately
vest upon a change in control of our company.

As a result of the merger of our company with a wholly-owned subsidiary
that was approved by our stockholders at our 2003 annual meeting and resulted
in the imposition of transfer restrictions on our common stock to help
preserve, to the extent possible, certain tax benefits, on June 13, 2003 all
shares of common stock issued or issuable under the 2002 plan were converted
into class A common stock.

9



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##### Table of Contents



Indemnification Agreements

In early 2003, we entered into indemnification agreements with 18 persons,
including certain current directors and each executive officer, requiring us to
indemnify such persons to the fullest extent permitted by the Delaware
corporation statute.

Compensation Committee Interlocks and Insider Participation

The current members of our compensation committee are William E. Redmond,
Jr. (Chairman), James V. Continenza and Richard A. Rubin.

C. Edward Baker, Jr., our chairman and chief executive officer, makes
recommendations and participates in discussions regarding executive
compensation, but he does not participate directly in discussions regarding his
own compensation. None of our current executive officers has served as a
director or member of the compensation committee, or other committee serving an
equivalent function, of any other entity, any of whose executive officers has
served as one of our directors or as a member of our compensation committee.

Director Compensation

Fees and Expenses

We pay our vice chairman of the board an annual fee of $50,000 and our
other non-employee directors an annual fee of $25,000. In light of his
additional duties, we pay the chairman of our audit committee an additional
annual fee of $15,000. We pay the chairman of our audit committee and the
chairman of our nominating and governance committee $2,000 for each meeting
that they attend, and we pay the chairman of our compensation committee $4,000
for each meeting that he attends. We pay each non-employee director $2,000 for
attendance and participation at each meeting of the board of directors at which
corporate action is considered or taken. Each board committee member is paid
$1,000 for attendance and participation at each board committee meeting. We
also reimburse all directors for customary and reasonable expenses incurred in
attending board and board committee meetings.

Mr. Redmond, who led the boards negotiation and consideration of our
pending merger with Metrocall Holdings, Inc., is being paid an additional $25,000 in
2004 in recognition of his duties and responsibilities in that capacity.

Stock Options

Pursuant to approval by our stockholders at the 2003 annual meeting of
stockholders, we granted stock options to purchase an aggregate of 249,996
shares of common stock, with an exercise price of $.001 per share and vesting
50% on May 29, 2003 and 50% on May 29, 2004, to the non-employee directors who
joined our board of directors upon our emergence from bankruptcy and who were
reelected to the board at the 2003 annual meeting of stockholders.






ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


Security Ownership

The following table sets forth certain information about the beneficial
ownership of our class A common stock as of April 23, 2004 by:

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##### Table of Contents





| |  |  | each person known by us to own beneficially more than 5% of
the voting power of our outstanding common stock;
| | - |  | -------------------------------------------------------------------------------------------------------------
|
| |  |  | each of our current directors;                                                                               
|
| |  |  | our chief executive officer and the other named executive officers; and                                      
|
| |  |  | all of our current directors and executive officers as a group.                                              

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission based upon voting or investment power over
the securities.

Unless otherwise indicated, each person or entity listed in the table has
sole voting power and investment power, or shares such power with his spouse,
with respect to all shares of capital stock listed as owned by such person or
entity. The inclusion of shares in the table does not constitute an admission
that the named stockholder is a direct or indirect beneficial owner of the
shares.

|                                                                     |  |                    |           |                |  |  |      |  
|-------------------------------------------------------------------- |  | ------------------ | --------- | -------------- |  |  | ---- | -
|                                                                     |  | Shares Outstanding |           |                |  | 
|Name                                                                 |  | at April 23, 2004  |           | Percentage (1)
|                                                                     |  |                    |           |               
|C. Edward Baker, Jr.                                                 |  |                    | 268,850   |                |  |  | 1.4  | %
|Lyndon R. Daniels                                                    |  |                    | 157,700   |                |  |  | *    |  
|J. Roy Pottle                                                        |  |                    | 127,300   |                |  |  | *    |  
|Paul H. Kuzia                                                        |  |                    | 52,539    |                |  |  | *    |  
|Patricia A. Gray                                                     |  |                    | 25,889    |                |  |  | *    |  
|James V. Continenza (2)                                              |  |                    | 41,666    |                |  |  | *    |  
|Eric Gold (2)                                                        |  |                    | 41,666    |                |  |  | *    |  
|Carroll D. McHenry (2)                                               |  |                    | 41,666    |                |  |  | *    |  
|Matthew Oristano (3)                                                 |  |                    | 47,232    |                |  |  | *    |  
|William E. Redmond, Jr. (2)                                          |  |                    | 41,666    |                |  |  | *    |  
|Richard A. Rubin (4)                                                 |  |                    | 1,078,424 |                |  |  | 5.5  | %
|Samme L. Thompson (2)                                                |  |                    | 41,666    |                |  |  | *    |  
|David C. Abrams (5)                                                  |  |                    | 1,559,310 |                |  |  | 7.9  | %
|Contrarian Capital Management L.L.C. (6)                             |  |                    | 1,803,716 |                |  |  | 9.1  | %
|Hawkeye Capital Management LLC (4)                                   |  |                    | 1,078,424 |                |  |  | 5.5  | %
|All current directors and executive officers as a group
(13 persons) |  |                    | 1,987,153 |                |  |  | 10.1 | %



---

|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Our plan of reorganization provides that 20,000,000 shares of our common
stock will be issued to our former secured and unsecured creditors and
senior management. However, the number of shares of common stock to be
distributed to each former creditor, and the actual distribution of the
shares, is contingent upon the resolution of the individual claims of our
former creditors. The percentage listed in the table above is based on
the 19,721,317 shares of our common stock that have been distributed to
former secured and unsecured creditors and senior management as of April
23, 2004.
|   
|(2) |  | Represents securities that such person has the right to acquire within 60
days after April 23, 2004 upon exercise of outstanding stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(3) |  | Represents (i) 185 shares owned by the Oristano Foundation, a charitable
trust the trustees of which are members of the Oristano family, (ii) 5,381
shares owned by Alda Limited Partnership, the general partner of which is
a corporation controlled by Mr. Oristano and (iii) 41,666 shares that Mr.
Oristano has the right to acquire within 60 days after
April 23, 2004 upon
exercise of outstanding stock options.                                                                                                                                                                                 
|   
|(4) |  | Mr. Rubin is the managing member of Hawkeye Capital Management LLC, which
is the general partner of Hawkeye Capital LP, a pooled investment vehicle.
The shares are reported to be beneficially owned by Mr. Rubin, Hawkeye
Capital Management LLC and Hawkeye Capital LP, but Mr. Rubin has sole
voting power and sole disposition power over the shares.                                                                                                                                                                                                                                                

11



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|(5) |  | Based on a Schedule 13D, dated December 19, 2003, filed with the
Securities and Exchange Commission. The Schedule 13D was filed on behalf
of David C. Abrams and Abrams Capital, LLC. Abrams Capital, LLC is
reported to be the beneficial owner of 1,474,560 of the shares, which
includes shares beneficially owned by private investment partnerships of
which Abrams Capital, LLC is the general partner. David C. Abrams is
reported to be the beneficial owner of 1,559,310 shares, which includes
shares beneficially owned by private investment partnerships and a private
investment corporation that may be deemed to be controlled by Mr. Abrams,
who is the managing member of the sole general partner of such
partnerships and the managing member of the investment adviser to the
private investment corporation.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | Based on a Schedule 13G, dated March 31, 2004, filed with the Securities
and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

The address of each person or entity listed in the table is: c/o Arch
Wireless, Inc., 1800 West Park Drive, Suite 250, Westborough, Massachusetts 01581, except
for David C. Abrams, which is 222 Berkeley Street, 22nd Floor, Boston,
Massachusetts 02116, Contrarian Capital Management, L.L.C., which is 411 West
Putnam Avenue, Suite 225, Greenwich, Connecticut 06830 and Hawkeye Capital
Management LLC, which is 200 West 57th Street, New York, New York 10019.

Equity Compensation Plan Information

The following table summarizes awards granted as of December 31, 2003
under our 2002 plan. The shares covered by outstanding options are subject
to adjustment for changes in capitalization, stock splits, stock dividends and
similar events.

|                                                           |       |        |                |         |                   |                |                      |      |                      |  |   |   | 
|---------------------------------------------------------- | ----- | ------ | -------------- | ------- | ----------------- | -------------- | -------------------- | ---- | -------------------- |  | - | - | 
|                                                           |       |        | Number of      |         |                   |                |                      |      | Number of Securities
|                                                           |       |        | Securities To  |         | Weighted          |                | Remaining Available 
|                                                           |       |        | Be Issued Upon |         | Averaged          |                | for Future Issuance 
|                                                           |       |        | Exercise of    |         | Exercise Price of |                | Under Equity        
|                                                           |       |        | Outstanding    |         | Outstanding       |                | Compensation Plans  
|                                                           |       |        | Options,       |         | Options,          |                | (Excluding          
|                                                           |       |        | Warrants and   |         | Warrants and      |                | Securities Reflected
|Plan Category                                              |       | Rights |                | Rights  |                   | in Column (a))
|                                                           |       |        |                |         |                   |               
|                                                           |       |        | (a)            |         | (b)               |                | (c)                 
|Equity Compensation Plans Approved by Security Holders     |       |        | 249,996        |         |                   | $              | .001                 |      |                      |  | 4 |  
|Equity Compensation Plans Not Approved by Security Holders |       |        |               |         |                   |                |                     |      |                      |  |  |  
|                                                           | Total |        |                | 249,996 |                   |                | $                    | .001 |                      |  |   | 4 | 

Additional information with respect to our equity compensation plan is
summarized under the caption   2002 Stock Incentive Plan.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Pursuant to a Registration Rights Agreement, dated May 29, 2002, on May
14, 2003 we filed a registration statement on Form S-3 with the Securities and
Exchange Commission relating to the sale of 1,978,050 shares of our common
stock held by funds affiliated with Franklin Resources, Inc. that were issued
to those funds in May 2002 in connection with our emergence from bankruptcy in
May 2002.

On October 3, 2003 we entered into a Note Repurchase Agreement with Abrams
Capital, LLC pursuant to which we repurchased $7,130,000 in aggregate face
value ($7,975,995.89 compounded value as of May 15, 2003) of our 12%
subordinated secured compounding notes due 2009 for a total cash purchase price
of $8,542,291.60, which includes all accrued and unpaid interest through the
date of payment.

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On October 17, 2003 we entered into a Note Repurchase Agreement with
Contrarian Capital Management LLC pursuant to which we repurchased $1,900,900
in aggregate face value ($2,126,448.12 compounded value as of May 15, 2003) of
our 12% subordinated secured compounding notes due 2009 for a total cash
purchase price of $2,287,349.36, which includes all accrued and unpaid interest
through the date of payment.

On October 17, 2003 we entered into a Note Repurchase Agreement with
Franklin Floating Rate Debt Group pursuant to which we repurchased $1,900,900
in aggregate face value ($2,126,448.12 compounded value as of May 15, 2003) of
our 12% subordinated secured compounding notes due 2009 for a total cash
purchase price of $2,287,349.36, which includes all accrued and unpaid interest
through the date of payment.

Information with respect to the indemnification agreements into which we
have entered with certain related parties is summarized under the
caption  
Indemnification Agreements.




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditors Fees

The following table summarizes the fees of PricewaterhouseCoopers LLP, our
independent auditor, billed to us for each of the last two fiscal years for
audit and other services:

|                       |  |      |         |      |  |   |         | 
|---------------------- |  | ---- | ------- | ---- |  | - | ------- | 
|Fee Category           |  | 2003 |         | 2002
|                       |  |      |         |     
|Audit Fees (1)         |  | $    | 614,126 |      |  | $ | 541,061 | 
|Audit-Related Fees (2) |  |      | 51,735  |      |  |   | 58,000  | 
|Tax Fees (3)           |  |      | 186,307 |      |  |   | 52,500  | 
|All Other Fees         |  |      |        |      |  |   |        | 
|                       |  |      |         |      |  |   |         | 
|Total Fees             |  |      | 852,168 |      |  |   | 651,561 | 
|                       |  |      |         |      |  |   |         | 



|(1) |  | Audit fees consist of fees for the audits of our consolidated
financial statements, the review of the interim consolidated financial
statements included in our quarterly reports on Form 10-Q, and other
professional services provided in connection with statutory and
regulatory filings or engagements.                               
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Audit-related fees consist of fees for assurance and related services
that are reasonably related to the performance of the audit and the
review of our consolidated financial statements and which are not
reported under Audit Fees. These services relate to employee benefit
audits and Sarbanes-Oxley Act of 2002 advisory services.
|   
|(3) |  | Tax fees consist of fees for tax compliance, tax advice and tax
planning services. Tax compliance services, which relate to the review
and preparation of tax returns, accounted for $92,125 of the total tax
fees billed in 2003 and $52,500 of the total tax fees billed in 2002.
Other tax fees relate to tax planning and advice.      

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures relating to the
approval of all audit and non-audit services that are to be performed by our
independent auditor. This policy generally provides that Arch will not engage
our independent auditor to render audit or non-audit services unless

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the service is specifically approved in advance by the Audit Committee or the
engagement is entered into pursuant to one of the pre-approval procedures
described below.

From time to time, the Audit Committee may pre-approve specified types of
services that are expected to be provided to Arch by our independent auditor
during the next 12 months. Any such pre-approval is detailed as to the
particular service or type of services to be provided and is also generally
subject to a maximum dollar amount.

The Audit Committee may also delegate to one or more of its members the
authority to approve any audit or non-audit services to be provided to Arch by
our independent auditor. Any approval of services by a member of the Audit
Committee pursuant to this delegated authority is reported at the next meeting
of the Audit Committee.

14



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##### Table of Contents






SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

| |  |                     |  |                            
| |  | ------------------- |  | ---------------------------
| |  | ARCH WIRELESS, INC.
| |  |                     |  |                            
| |  | By:                 |  | /s/ J. Roy Pottle          
| |  |                     |  |                            
| |  |                     |  | J. Roy Pottle              
| |  |                     |  | Executive Vice President   
| |  |                     |  | and Chief Financial Officer

Dated: April 29, 2004

15



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##### Table of Contents






EXHIBIT INDEX

|      |  |                                                                                                                                                                                                                                                                 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1   |  | Debtors Final Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated March 8, 2002. (1)                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                 
|2.2   |  | Agreement and Plan of Merger, dated as of May 6, 2003, between Arch Wireless, Inc. and Arch 382 Corporation. (2)                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                 
|3.1   |  | Restated Certificate of Incorporation. (3)                                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                 
|3.2   |  | Amended and Restated By-Laws, as amended (4)                                                                                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                 
|3.3   |  | Certificate of Merger of Arch 382 Corporation into Arch Wireless, Inc. (4)                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                 
|3.4   |  | Certificate of Amendment to Restated Certificate of Incorporation of Arch Wireless, Inc. (4)                                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                 
|4.1   |  | Indenture, dated May 29, 2002, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of New York, as
Trustee, relating to the 10% Senior Subordinated Secured Notes due 2007 of Arch Wireless Holdings, Inc. (5)                        
|      |  |                                                                                                                                                                                                                                                                 
|4.2   |  | Indenture, dated May 29, 2002, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of New York, as
Trustee, relating to the 12% Subordinated Secured Compounding Notes due 2009 of Arch Wireless Holdings, Inc. (6)                   
|      |  |                                                                                                                                                                                                                                                                 
|4.3   |  | Supplemental Indenture, dated August 14, 2002, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of New
York, as Trustee, relating to the 10% Senior Subordinated Secured Notes due 2007 of Arch Wireless Holdings, Inc. (7)        
|      |  |                                                                                                                                                                                                                                                                 
|4.4   |  | Supplemental Indenture, dated August 14, 2002, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of New
York, as Trustee, relating to the 12% Subordinated Secured Compounding Notes due 2009 of Arch Wireless Holdings, Inc. (7)   
|      |  |                                                                                                                                                                                                                                                                 
|4.5   |  | Supplemental Indenture, dated March 6, 2003, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of New
York, as Trustee, relating to the 10% Senior Subordinated Secured Notes due 2007 of Arch Wireless Holdings, Inc. (7)          
|      |  |                                                                                                                                                                                                                                                                 
|4.6   |  | Supplemental Indenture, dated March 6, 2003, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of New
York, as Trustee, relating to the 12% Subordinated Secured Compounding Notes due 2009 of Arch Wireless Holdings, Inc. (7)     
|      |  |                                                                                                                                                                                                                                                                 
|4.7   |  | Supplemental Indenture, dated June 12, 2003, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of New
York, as Trustee, relating to the 10% Senior Subordinated Secured Notes due 2007 of Arch Wireless Holdings, Inc. (8)          
|      |  |                                                                                                                                                                                                                                                                 
|4.8   |  | Supplemental Indenture, dated June 12, 2003, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of New
York, as Trustee, relating to the 12% Subordinated Secured Compounding Notes due 2009 of Arch Wireless Holdings, Inc. (8)     
|      |  |                                                                                                                                                                                                                                                                 
|4.9   |  | Supplemental Indenture, dated September 26, 2003, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of
New York, as Trustee, relating to the 12% Subordinated Secured Compounding Notes due 2009 of Arch Wireless Holdings, Inc. (9)
|      |  |                                                                                                                                                                                                                                                                 
|4.10  |  | Supplemental Indenture, dated February 26, 2004, among Arch Wireless Holdings, Inc. the guarantors listed therein and The Bank of
New York, as Trustee, relating to the 12% Subordinated Secured Compounding Notes due 2009 of Arch Wireless Holdings, Inc. (10)
|      |  |                                                                                                                                                                                                                                                                 
|4.11  |  | Specimen of Class A common stock certificate (4)                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                 
|10.1 |  | 2002 Stock Incentive Plan, as amended. (4)                                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                 
|10.2  |  | Registration Rights Agreement, dated May 29, 2002, among Arch Wireless, Inc., Arch Wireless Holdings, Inc. and the parties listed
therein. (3)                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                 
|10.3 |  | First Amendment and Restatement to Executive Employment Agreement, dated May 29, 2002, among Arch Wireless, Inc., Arch Wireless
Holdings, Inc., MobileMedia Communications, Inc., Mobile Communications of America and C. Edward Baker, Jr. (3)                 
|      |  |                                                                                                                                                                                                                                                                 
|10.4 |  | First Amendment and Restatement to Executive Employment Agreement, dated May 29, 2002, among Arch Wireless, Inc., Arch Wireless
Holdings, Inc., MobileMedia Communications, Inc., Mobile Communications of America and Lyndon R. Daniels. (3)                   
|      |  |                                                                                                                                                                                                                                                                 
|10.5 |  | First Amendment and Restatement to Executive Employment Agreement, dated May 29, 2002, among Arch Wireless, Inc., Arch Wireless
Holdings, Inc., MobileMedia Communications, Inc., Mobile Communications of America and J. Roy Pottle. (3)                       
|      |  |                                                                                                                                                                                                                                                                 
|10.6 |  | Arch Wireless Holdings, Inc. Severance Benefits Plan (7)                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                 
|10.7 |  | Arch Wireless Holdings, Inc. Retention Plan (7)                                                                                                                                                                                                                 

16



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##### Table of Contents



|      |  |                                                                                                                                                                                                                                                    
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8  |  | Form of Indemnification Plan by and between Arch Wireless, Inc., Arch Wireless Communications, Inc., Arch Wireless Holdings, Inc.,
MobileMedia Communications, Inc. and Arch Wireless Operating Company, Inc. and their officers and directors. (7)
|      |  |                                                                                                                                                                                                                                                    
|10.9  |  | Arch Wireless Operating Company, Inc. 2003 Management Bonus Plan (8)                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                    
|10.10 |  | Arch Wireless Operating Company, Inc. 2003 Management Bonus Plan (Executive Management) (8)                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                    
|10.11 |  | Arch Wireless Operating Company, Inc. Management Long-Term Incentive Plan (8)                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                    
|21.1  |  | Subsidiaries of the Registrant. (10)                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                    
|23.1  |  | Consent of Independent Accountants (10)                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                    
|31.1  |  | Certification of Chief Executive Officer
pursuant to Rule 13a-14/Rule 15d-14 of the
Securities Exchange Act of 1934, as amended,
dated March 1, 2004. (10)                                                                                         
|      |  |                                                                                                                                                                                                                                                    
|31.2  |  | Certification of Chief Financial Officer
pursuant to Rule 13a-14/Rule 15d-14 of the
Securities Exchange Act of 1934, as amended,
dated March 1, 2004. (10)                                                                                         
|      |  |                                                                                                                                                                                                                                                    
|31.3* |  | Certification of Chief Executive Officer
pursuant to Rule 13a-14/Rule 15d-14 of the
Securities Exchange Act of 1934, as amended,
dated April 29, 2004.                                                                                             
|      |  |                                                                                                                                                                                                                                                    
|31.4* |  | Certification of Chief Financial Officer
pursuant to Rule 13a-14/Rule 15d-14 of the
Securities Exchange Act of 1934, as amended,
dated April 29, 2004.                                                                                             
|      |  |                                                                                                                                                                                                                                                    
|32.1  |  | Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350 dated
March 1, 2004. (10)                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                    
|32.2  |  | Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 dated
March 1, 2004. (10)                                                                                                                                              



---

|*    |  | Filed herewith.                                                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    |  | Identifies exhibits constituting a management contract or compensation plan.                                                                                                          
|    
|(1)  |  | Incorporated by reference from the Current Report on Form 8-K of Arch Wireless, Inc. dated
March 11, 2002 and filed on March 12, 2002.                                                
|    
|(2)  |  | Incorporated by reference from the Definitive Proxy Statement dated and filed May 9, 2003.                                                                                            
|    
|(3)  |  | Incorporated by reference from the Current Report on Form 8-K of Arch Wireless, Inc. dated May
15, 2002 and filed on May 30, 2002.                                                    
|    
|(4)  |  | Incorporated by reference from the Current Report on Form 8-K of Arch Wireless, Inc. dated June
12, 2003 and filed on June 13, 2003.                                                  
|    
|(5)  |  | Incorporated by reference from the Application for Qualification of Indentures under the Trust
Indenture Act of 1939 on Form T-3 of Arch Wireless Holdings, Inc. (File No. 022-28581).
|    
|(6)  |  | Incorporated by reference from the Application for Qualification of Indentures under the Trust
Indenture Act of 1939 on Form T-3 of Arch Wireless Holdings, Inc. (File No. 022-28580).
|    
|(7)  |  | Incorporated by reference from the Annual Report on Form 10-K of Arch Wireless, Inc. for the
year ended December 31, 2002.                                                            
|    
|(8)  |  | Incorporated by reference from the Quarterly Report on Form 10-Q of Arch Wireless, Inc. for the
quarter ended June 30, 2003.                                                          
|    
|(9)  |  | Incorporated by reference from the Current Report on Form 8-K of Arch Wireless, Inc. dated and
filed September 26, 2003.                                                              
|    
|(10) |  | Incorporated by reference from the Annual Report on Form 10-K of Arch Wireless, Inc. for the
year ended December 31, 2003.                                                            

17