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                                                                    EXHIBIT 99.5
PROXY

                        VOICESTREAM WIRELESS CORPORATION
                         SPECIAL MEETING OF SHAREHOLDERS

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints John W. Stanton and Alan R. Bender with power to
act without the other and with full power of substitution, and hereby authorizes
them to represent and vote as designated below, all the shares of common stock
of VoiceStream Wireless Corporation held of record in the name of the
undersigned as of December 15, 1999, with all powers that the undersigned would
possess if present at the Special Meeting of Shareholders to be held on January
____, 2000, at ____ a.m., local time, at ___________________________, Seattle,
Washington, and at any adjournment or adjournments thereof, upon the following
matters:

            (CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE)



                              FOLD AND DETACH HERE
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                                                             Please mark
                                                             your votes as   /x/
                                                             indicated in
                                                             this example.


<TABLE>
<CAPTION>
<S>                                                                                        <C>     <C>         <C>
1. Proposal to adopt, and approve the transactions contemplated by, the                     FOR     AGAINST     ABSTAIN
   Agreement and Plan of Reorganization, dated as of June 23, 1999, by and among            / /       / /         / /
   VoiceStream Wireless Corporation, Omnipoint Corporation, and VoiceStream
   Wireless Holding Corporation whereby VoiceStream Wireless Corporation and
   Omnipoint Corporation will each become a wholly-owned subsidiary of VoiceStream
   Wireless Holding Corporation. A copy of the Agreement and Plan of
   Reorganization is attached as Annex A to the joint proxy statement-prospectus
   for the Special Meeting.

2. Proposal to adopt, and approve the transactions contemplated by, the                     FOR     AGAINST     ABSTAIN
   Agreement and Plan of Reorganization, dated as of September 17, 1999, by and             / /       / /         / /
   among VoiceStream Wireless Corporation, Aerial Communications, Inc., VoiceStream
   Wireless Holding Corporation and Telephone and beta systems, Inc., whereby
   VoiceStream Wireless Corporation and Aerial Communications, Inc. will each become
   a wholly-owned subsidiary of VoiceStream Wireless Holding Corporation. A copy of
   the Agreement and Plan of Reorganization is attached as Annex D to the joint proxy
   statement-prospectus for the Special Meeting.

3. In accordance with their discretion, upon all other matters that may properly            FOR     AGAINST     ABSTAIN
   come before the Special Meeting and any adjournment thereof.                             / /       / /         / /
</TABLE>


This proxy will be voted as specified by the shareholder, but if no choice is
specified, this proxy will, if signed, be voted FOR approval of the Agreement
and Plan of Reorganization.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED PROXY RETURN
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF AN
ENVELOPE IS NOT ENCLOSED OR HAS BEEN MISPLACED, PLEASE RETURN THIS COMPLETED
PROXY TO CHASEMELLON SHAREHOLDERS SERVICES, L.L.C.______________________________

Signature(s)___________________________________________ Dated:___________, 1999

IMPORTANT: Please sign exactly as name or names appear on this Proxy. Joint
owners should each sign personally. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as such. When
signing as a corporation or a partnership, please sign in the name of the entity
by an authorized person.



                              FOLD AND DETACH HERE