CUSIP NO.:  039392 10 5       13G       Page 6 of 6 Pages
                        Amendment No. 1

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                         SCHEDULE 13G

           Under the Securities Exchange Act of 1934

                      (Amendment No. 1)*


                      ARCH WIRELESS, INC.
                       (Name of Issuer)

                         Common Stock
                (Title of Class of Securities)

                          039392 10 5
                        (CUSIP Number)


                       December 31, 2000
    (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

     /X/  Rule 13d-1(b)
     / /  Rule 13d-1(c)
     / /  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).



                       Page 1 of 6 pages


1.   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

          The Northwestern Mutual Life Insurance Company
          39-0509570

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
     Instructions)

     (a) / /
     (b) / /

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION:  Wisconsin

 NUMBER OF          5.   SOLE VOTING POWER
  SHARES
BENEFICIALLY                  2,115,483
  OWNED BY
   EACH             6.   SHARED VOTING POWER
 REPORTING
  PERSON                      658,366
   WITH:
                    7.   SOLE DISPOSITIVE POWER

                              2,115,483

                    8.   SHARED DISPOSITIVE POWER

                              658,366

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:  2,773,849

10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES (See Instructions):  N/A

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  1.7%

12.  TYPE OF REPORTING PERSON (See Instructions):  IC


Item 1

     (a)  Name of Issuer:  Arch Wireless, Inc. (f/k/a Arch
          Communications Group, Inc.)

     (b)  Address of Issuer's Principal Executive Offices:
          1800 West Park Drive, Suite 250, Westborough, MA
          01581

Item 2

     (a)  Name of Person Filing:  The Northwestern Mutual
          Life Insurance Company

     (b)  Address of Principal Business Office:  720 East
          Wisconsin Avenue, Milwaukee, Wisconsin 53202

     (c)  Citizenship or Place of Organization:  Wisconsin

     (d)  Title of Class of Securities:  Common Stock

     (e)  CUSIP Number:  039392 10 5

Item 3    If this statement is filed pursuant to Sections
          240.13d-1(b), or 240.13d-2(b) or (c), check
          whether the person filing is a:

     (a)  / / Broker or Dealer registered under Section 15
          of the Act

     (b)  / / Bank as defined in section 3(a)(6) of the Act

     (c)  /X/ Insurance company as defined in section
          3(a)(19) of the Act

     (d)  / / Investment company registered under section 8
          of the Investment Company Act of 1940

     (e)  / / An investment adviser in accordance with
          section 240.13d-1(b)(1)(ii)(E)

     (f)  / / An employee benefit plan or endowment fund in
          accordance with section 240.13d-1(b)(1)(ii)(F)

     (g)  / / A parent holding company or control person in
          accordance with section 240.13d-1(b)(1)(ii)(G)

     (h)  / / A savings association as defined in
          Section 3(b) of the Federal Deposit Insurance Act

     (i)  / / A church plan that is excluded from the
          definition of an investment company under
          section 3(c)(14) of the Investment Company Act
          of 1940

     (j)  / / Group, in accordance with section
          240.13d-1(b)(1)(ii)(J)

Item 4    Ownership

     Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.

     (a)  Amount Beneficially Owned: 2,773,849 shares
(including 207,543 shares which may be acquired by exercise at
any time at the option of the holder of 622,631 warrants).  Of
such amount, (i) 145,072 shares (including 10,895 shares which
may be acquired by exercise of 32,686 warrants) are owned by
the High Yield Bond Portfolio of Northwestern Mutual Series
Fund, Inc., a wholly owned subsidiary of The Northwestern
Mutual Life Insurance Company and a registered investment
company; and (ii) 513,294 shares (including 38,361 shares
which may be acquired by exercise of 115,084 warrants) are
held in The Northwestern Mutual Life Insurance Company Group
Annuity Separate Account.  Northwestern Mutual Investment
Services, LLC, a wholly owned subsidiary of The Northwestern
Mutual Life Insurance Company and a registered investment
advisor, serves as an investment advisor to the High Yield
Bond Portfolio.  Northwestern Investment Management Company,
LLC, of which The Northwestern Mutual Life Insurance Company
is the sole member, serves as an investment advisor to The
Northwestern Mutual Life Insurance Company.

     (b)  Percent of Class:  1.7%

     (c)  Number of shares as to which such person has:

          (i)    Sole power to vote or to direct the vote:
                 2,115,483

          (ii)   Shared power to vote or to direct the
                 vote:  658,366

          (iii)  Sole power to dispose or to direct the
                 disposition of:  2,115,483

          (iv)   Shared power to dispose or to direct the
                 disposition of:  658,366

Item 5    Ownership of Five Percent or Less of a Class

     If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following /X/.

Item 6    Ownership of More than Five Percent on Behalf of
          Another Person:  N/A

Item 7    Identification and Classification of the
          Subsidiary Which Acquired the Security Being
          Reported on By the Parent Holding Company or
          Control Person:  N/A

Item 8    Identification and Classification of Members of
          the Group:  N/A

Item 9    Notice of Dissolution of Group:  N/A

Item 10   Certification

     By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.


                           SIGNATURE

     After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

February 7, 2001

                              THE NORTHWESTERN MUTUAL LIFE
                              INSURANCE COMPANY


                              By:  /s/  Robert J. Berdan
                                   Robert J. Berdan
                                   Vice President and
                                   General Counsel


135386