SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                  ------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 14, 2002


                               Arch Wireless, Inc.
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               (Exact Name of Registrant as Specified in Charter)

          Delaware                 000-23232/001-14248           31-1358569
-----------------------------    -----------------------     ------------------
(State or Other Jurisdiction          (Commission             (I.R.S. Employer
     of Incorporation)                File Numbers)          Identification No.)

            1800 West Park Drive, Suite 250
                    Westborough, MA                                 01581
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        (Address of Principal Executive Offices)                  (Zip Code)


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






ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

      As previously reported in Current Reports on Form 8-K filed with the
Securities and Exchange Commission, certain holders of 12-3/4% Senior Notes due
2007 of Arch Wireless Communications, Inc. ("AWCI"), a wholly-owned subsidiary
of Arch Wireless, Inc. (the "Registrant"), filed an involuntary petition against
AWCI on November 9, 2001 under chapter 11 of the U.S. Bankruptcy Code (the
"Bankruptcy Code") in United States Bankruptcy Court for the District of
Massachusetts, Western Division (the "Bankruptcy Court"). On December 6, 2001,
AWCI consented to the involuntary petition and the Bankruptcy Court entered an
order for relief with respect to AWCI under Chapter 11 of the Bankruptcy Code.
Also on December 6, 2001, the Registrant and 19 of the Registrant's other
wholly-owned, domestic subsidiaries filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code with the Bankruptcy Court. These cases are
being jointly administered under the docket for Arch Wireless, Inc., et al.,
Case No. 01-47330-HJB. The Registrant and its domestic subsidiaries are
operating their businesses and managing their property as debtors in possession
under the Bankruptcy Code.

      The Registrant and its domestic subsidiaries filed a Joint Plan of
Reorganization with the Bankruptcy Court on January 15, 2002, and filed a
Disclosure Statement with respect to the Joint Plan of Reorganization with the
Bankruptcy Court on January 18, 2002. On March 13, 2002, the Registrant and its
domestic subsidiaries filed a First Amended Joint Plan of Reorganization and a
Disclosure Statement to the First Amended Joint Plan of Reorganization with the
Bankruptcy Court. On May 8, 2002, the Registrant and its domestic subsidiaries
filed a First Modification to First Amended Joint Plan of Reorganization with
the Bankruptcy Court.

      On May 14, 2002, the Registrant and its domestic subsidiaries filed a
Second Modification to First Amended Joint Plan of Reorganization (the "Second
Modification") with the Bankruptcy Court. The Second Modification is attached to
this Current Report on Form 8-K as Exhibit 2.1, and the information contained in
the Second Modification is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits.

         EXHIBIT NO.           DESCRIPTION

               2.1             Debtors' Second Modification to First Amended
                               Joint Plan of Reorganization under Chapter 11 of
                               the Bankruptcy Code, dated May 14, 2002.







                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  May 14, 2002                      ARCH WIRELESS, INC.


                                         By:  /s/ George W. Hale
                                            -----------------------------
                                         Name:    George W. Hale
                                         Title:   Vice President and Controller









                                  EXHIBIT INDEX

         EXHIBIT NO.           DESCRIPTION

               2.1             Debtors' Second Modification to First Amended
                               Joint Plan of Reorganization under Chapter 11 of
                               the Bankruptcy Code, dated May 14, 2002.