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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------

                                  FORM 10-K/A

(MARK ONE)

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

      [ ]   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 000-29667

                        VOICESTREAM WIRELESS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                        <C>
                DELAWARE                                  91-1983600
     (STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)
</TABLE>

<TABLE>
<S>                                        <C>
         3650 131ST AVENUE S.E.                              98006
          BELLEVUE, WASHINGTON                            (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

                                 (425)653-4600
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

    SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK

    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.  [X]

    The aggregate market value of the voting stock held by nonaffiliates of the
registrant, computed by reference to the last sale of such stock as of the close
of trading on March 13, 2000, was $8,358,749,778.

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                    TITLE                         SHARES OUTSTANDING AS OF MARCH 13, 2000
                    -----                         ---------------------------------------
<S>                                            <C>
   Common Stock, par value $.001 per share                      159,849,010
</TABLE>

                      DOCUMENTS INCORPORATED BY REFERENCE

- Our Current Report on Form 8-K dated March 22, 2000.

- Omnipoint Corporation Annual Report on Form 10-K for the Year Ended December
  31, 1999 (audited financial statements and footnotes thereto only).

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                                EXPLANATORY NOTE

This Form 10-K/A is filed by VoiceStream Wireless Corporation solely for the
purpose of attaching Exhibit 10.85, which was inadvertently omitted from the
Form 10-K filed on March 23, 2000.
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                                   SIGNATURES

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.


April 6, 2000                           VoiceStream Wireless Corporation


                                        By /s/ Alan R. Bender
                                           -----------------------------------
                                        Alan R. Bender
                                        Executive Vice President and Secretary