SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(Mark One)
[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997

                                       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: 0-27442


                              OMNIPOINT CORPORATION
             (Exact Name of Registrant as specified in its charter)






                                    DELAWARE
                         (State or other jurisdiction of
                         incorporation or organization)
                                   04-2969720
                                  (IRS employer
                               identification No.)




                     THREE BETHESDA METRO CENTER, SUITE 400
                               BETHESDA, MD 20814
                     (Address of principal executive office)




       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (301) 951-2500


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


                              Title of Each Class:
                             COMMON STOCK, PAR VALUE
                                 $0.01 PER SHARE
                              Name of Each Exchange
                              on which Registered:
                             NASDAQ NATIONAL MARKET



          SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:

                                      NONE

     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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:  51,706,456 shares of common
stock were outstanding as of August 8, 1997.

                                     - 1 -
<PAGE>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Note 1)
<TABLE>
<CAPTION>

                                                OMNIPOINT CORPORATION

                                             CONSOLIDATED BALANCE SHEETS

                                                     (UNAUDITED)

                                                    (In thousands)




                                                                  June 30       December 31,
                                                                    1997            1996
                                                               --------------- ----------------
                            ASSETS

Current assets:
<S>                                                                   <C>              <C>    
Cash and cash equivalents                                             $124,844         $215,029
  Short term investments                                               27,635           46,827
  Escrow deposit                                                       51,244           43,516
  Accounts receivable, net of allowances of $622 as of                  
          June 30, 1997                                                 5,572               47
  Inventory                                                            22,878           37,490
  Prepaid expenses and other current assets                             7,677            1,748
                                                               --------------- ----------------
  Total current assets                                                239,850          344,657

Fixed assets, net                                                     372,085          186,851
FCC licensing costs, net of accumulated amortization of $22,148
           and $17,804 as of June 30, 1997 and            
           December 31,1996, respectively                             851,861          752,189
FCC deposit                                                                -            60,000
Unissued license payment (Note 4)                                      15,932               -
Escrow deposit                                                         24,528           48,466
Deferred financing costs and other intangible assets, net of
           accumulated amortization of $3,473 and $2,089
           as of June 30, 1997 and December 31, 1996,                  
           respectively                                                25,837           27,047
Other long-term assets                                                  2,074              262
                                                               --------------- ----------------
      Total assets                                                 $1,532,167       $1,419,472
                                                               =============== ================

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                    119,558           73,878
  Accrued expenses                                                     15,105           12,333
  Accrued interest payable                                             35,652           12,072
  FCC license obligations-current portion                              26,002                -
  Deferred revenue                                                      2,067                -
  Loan payable under financing agreement - current portion             16,851                -
  Capital lease obligations-current portion                                23               59
                                                               --------------- ----------------
      Total current liabilities                                       215,258           98,342

Capital lease obligations-long term portion                                98                -
Loans payable under financing agreements                               97,628
                                                                                             -
Senior notes                                                           19,175           18,617
11 5/8% Senior and Series A Notes due 2006                            458,577          458,886
FCC license obligations-long term portion                             725,697          709,853

Commitments and contingencies (Note 6)

Stockholders' equity :
  Common  stock,  par  value,  $.01 per  share;  authorized  
  75,000,000  shares; 51,567,661  shares  issued and  outstanding  
  at June 30,  1997 and  50,969,300 shares issued and outstanding 
  at December 31, 1996                                                    516              510
  Additional paid-in capital                                          332,310          329,772
  Accumulated deficit                                               (307,097)        (186,428)
                                      - 2-
<PAGE>
 
  Unearned compensation                                               (7,942)          (8,883)
  Notes receivable                                                    (2,053)          (1,197)
                                                               --------------- ----------------
    Total stockholders' equity                                         15,734          133,774
                                                               --------------- ----------------
    Total liabilities and stockholders' equity                      1,532,167        1,419,472
                                                               =============== ================

                 See notes to consolidated financial statements
</TABLE>
                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>

                                                OMNIPOINT CORPORATION

                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                                     (UNAUDITED)

                                        (In thousands, except per share data)




                                 Three Months Ended June 30,         Six Months Ended June 30,
                              -----------------------------------  -------------------------------
                                   1997              1996               1997            1996
                              --------------- -------------------  -------------------------------

Service and handset revenues:
<S>                           <C>             <C>                  <C>                    <C>      
  License fees                $            -  $               -    $         4,500        $     -
  Handset and service revenues         6,862                  -              9,949              -
                              --------------- -------------------  ---------------- --------------
   Total revenues                      6,862                  -             14,449              -

Operating expenses:
  Research and development             5,237               8,507            12,944         13,418
  Sales, general, and
      administrative                  42,405               5,019            70,295         10,039
  Depreciation and
      amortization                    12,650               3,094            23,069          6,595
                              --------------- -------------------  ---------------- -------------

   Total operating expenses           60,292              16,620           106,308         30,052

   Loss from operations              (53,430)            (16,620)          (91,859)       (30,052)

Other income (expense):
  Interest  and other
     income                            3,986               1,313             8,647          2,711
  Interest expense                   (18,862)             (6,203)          (37,457)       (10,072)
                              --------------- -------------------  ----------------- -------------
         Net loss             $      (68,306) $          (21,510)    $    (120,669)    $  (37,413)
                              =============== ===================  ================= =============
   Loss per share             $        (1.33) $           (0.47)     $       (2.35)     $   (0.87)
                              =============== ===================  ================= =============

Weighted average common
shares outstanding                    51,457              45,620            51,367         43,045
                              =============== ===================  ================= =============


                                    
</TABLE>

                 See notes to consolidated financial statements

                                      - 4 -

<PAGE>
<TABLE>
<CAPTION>

                                                OMNIPOINT CORPORATION

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (UNAUDITED)
                                                    (In thousands)
                                                                          Six Months Ended
                                                                              June 30,
                                                               ---------------------------------------
                                                                      1997                1996
                                                               -------------------- ------------------

Cash flows used in operating activities:
<S>                                                               <C>                  <C>            
  Net loss                                                        $      (120,669)     $      (37,413)
  Adjustments to reconcile net loss to net cash used in 
    operating activities:
    Amortization and depreciation                                           23,069              6,595
    Inventory writedown to replacement cost                                  5,166                  -
    Allowance for doubtful accounts                                            622                  -
    Compensation expense from stock grants                                   1,261                114
    Increase in employee notes receivable and related accrued
    interest                                                                  (65)               (42)
    Forgiveness of employee notes receivable                                  146                   -
    Payment in kind interest on financing agreement                              -               1009
    Accrued interest                                                        25,567               (262)
    Interest expense associated with amortization of discount,
    premium and issuance costs                                               4,577               1,147
    Delivery of pilot system equipment funded by financing
    agreement                                                                   -                1,321
    Interest income associated with restricted cash                         (2,068)                 -
    Changes in assets and liabilities:
      (Increase) decrease in operating assets:
         Accounts receivable                                                (6,146)                 -
         Prepaid expenses and other assets                                  (7,742)                559
         Inventory                                                           9,446                (437)
      Increase (decrease) in operating liabilities:
         Accounts payable and accrued expenses                              48,451                (426)
         Unearned revenue                                                    2,067                  -
                                                               -------------------- ------------------
Net cash used in operating activities                                     (16,318)             (27,835)
                                                               -------------------- ------------------

Cash flows used in investing activities:
    Purchase of equipment                                                (203,034)             (10,508)
    Down payments for FCC licenses                                        (62,065)             (25,457)
    Refund of FCC deposit                                                   60,000              40,000
    Capitalized interest on C Block licenses                              (19,982)                  -
    Purchase of investment securities                                     (21,324)                  -
    Sales of investment securities                                          40,516                  -
    Proceeds from held to maturity investments                              18,278                  -
                                                               -------------------- ------------------
Net cash used in (provided by) investing activities                      (187,611)               4,035
                                                               -------------------- ------------------

Cash flows from financing activities:
    Proceeds from issuance of common stock                                   1,287                586
    Proceeds from financing agreements                                     112,493             13,300
    Payments of obligations under capital leases                               (36)              (119)
    Payments on credit agreement                                                 -            (36,500)
    Proceeds from initial public offering, net of expenses                       -            118,437
    Dividends accrued and paid                                                   -             (1,536)
    Costs associated with secondary public offering                                              (665)
                                                               -------------------- ------------------
Net cash provided by financing activities                                  113,744             93,503
                                                               -------------------- ------------------
Net increase (decrease) in cash and cash equivalents                      (90,185)             69,703
Cash and cash equivalents at beginning of period                           215,029             57,784
                                                               -------------------- ------------------
Cash and cash equivalents at end of period                         $       124,844    $       127,487
                                                               ==================== ==================

</TABLE>
                 See notes to consolidated financial statements
                                     - 5 -
<PAGE>
<TABLE>
<CAPTION>


                                                OMNIPOINT CORPORATION

                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                     (UNAUDITED)

                                          (In thousands, except share data)


                                                                                                                      Total
                                     Common Stock        Additional    Accumulated     Unearned        Notes      Stockholders'
                                   Shares     Amount   Paid-in Capital   Deficit     Compensation    Receivable      Equity
                                   --------------------------------------------------------------------------------------

<S>                                <C>         <C>      <C>            <C>            <C>             <C>             <C>          
Balance, December 31, 1996         50,969,300  $ 510    $ 329,772      $(186,428)     $ (8,883)       (1,197)         133,774      
                                                                                
Exercise of stock options             432,052      4          350              -             -              -             354
Exercise of warrants                   58,487      -           (1)             -             -              -              (1)
Sale of common stock under
  Employee Stock Purchase Plan         62,822      1          933              -             -              -             934
Restricted stock returned
  upon termination                    (15,000)     -         (150)             -             -            150               -
Issuance of restricted stock
  in exchange for employee
  note receivable                      60,000      1        1,086              -             -         (1,087)              -
Issuance of options in form
  of advanced compensation                  -      -          447              -          (447)             -               -
Amortization of
  unearned compensation                     -      -            -              -         1,261              -           1,261
Cancellation of unearned
  compensation                              -      -         (127)             -           127              -               -
Interest on employee
  notes receivable                          -      -            -              -             -            (65)            (65)
   Forgiveness of  notes
   receivable                               -      -            -              -             -            146             146
Net loss                                    -      -            -       (120,669)            -              -        (120,669)
                                --------------------------------------------------------------------------------------------------
Balance, June 30, 1997            51,567,661  $ 516     $   332,310    $(307,097)      $ (7,942)    $ (2,053)      $    15,734
                                ==================================================================================================
</TABLE>



                 See notes to consolidated financial statements

                                     - 6 -
<PAGE>


OMNIPOINT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL:

     The  consolidated  financial  statements  have been  prepared by  Omnipoint
     Corporation  ("Omnipoint"  or the  "Company")  pursuant  to the  rules  and
     regulations of the Securities and Exchange  Commission  (the "SEC") and, in
     the opinion of  management,  include all  adjustments  necessary for a fair
     presentation of the financial  information  for each period shown.  Certain
     information  and footnote  disclosures  normally  included in  consolidated
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting  principles have been condensed or omitted  pursuant to such SEC
     rules and  regulations.  Management  believes that the disclosures made are
     adequate to make the information presented not misleading.  The results for
     interim periods are not necessarily  indicative of the results for the full
     year. These unaudited  consolidated  financial statements should be read in
     conjunction  with  the  consolidated  financial  statements  and the  notes
     thereto included in the Company's 1996 Annual Report on Form 10-K.

     Certain prior year amounts have been reclassified to conform to the three
     and six month presentation.

<TABLE>
<CAPTION>
2.   INVENTORY:
     ----------
     Inventory  consists  of the  following  for June 30, 1997  (unaudited)  and
     December 31 1996:
                                                                         June 30,         December 31,
                                                                           1997               1996
                                                                     -----------------  -----------------   
                                                                                (in thousands)
            <S>                                                                <C>               <C>    
            Raw Materials
                                                                                  761              1,102
            GSM Handsets
                                                                               18,225             33,343
            Accessories & SIM Cards
                                                                                3,892              3,045
                                                                     -----------------  -----------------

                                                                        $      22,878       $     37,490
                                                                     =================  =================
</TABLE>
<TABLE>
<CAPTION>
3.   FIXED ASSETS:
     ------------
     Fixed  assets  including  equipment  under  capital  leases  consist of the
     following at June 30, 1997 (unaudited) and December 31, 1996:
                                                                        June 30,           December 31,
                                                                          1997                1996
                                                                    ------------------  ------------------
                                                                               (In thousands)
            <S>                                                        <C>                    <C>        
            Building and building improvements                         $ 12,312               $     7,751
                                                                                              
            Machinery, office and computer equipment                     45,082                    30,680
            Network infrastructure equipment                            157,443                    67,252
            Vehicles                                                        452                       452
                                                                    ------------------  ------------------
                                                                      $ 215,289               $   106,135                  
  
            Less:  accumulated depreciation                             (25,655)                   (8,317)
                                                                    ------------------  ------------------
                                                                      $ 189,634               $    97,818
 
            Construction in progress                                    182,451                    89,033
                                                                    ------------------  ------------------
                                                              
                                                                      $ 372,085               $   186,851
                                                                    ==================  ==================
</TABLE>
                                     - 7 -

<PAGE>


OMNIPOINT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

     Depreciation  expense  for the period  ended June 30, 1997 and for the year
     ended  December  31, 1996 was $17.9 and $5.9,  respectively.  Approximately
     $9.2  million  of  capitalized   interest  has  been  included  in  network
     infrastructure   equipment   that  was   previously   or  continues  to  be
     construction in progress.


4.   D, E AND F BLOCK LICENSES:


     On January 14, 1997, the Company  successfully bid for 109 D, E and F Block
     licenses for an aggregate of $181.4  million (net of the 25% small business
     discount for the F Block  licenses).  The Company made its first payment of
     $28.8  million  utilizing  the  $60.0  million  deposit  with the FCC;  the
     remaining  $31.2  million of such deposit was refunded to the Company.  The
     Company  made its second  payment of $33.2  million for the D, E, & F Block
     licenses issued on April 28, 1997. The $33.2 million payment represents the
     second 10% down payment for the F Block  licenses or $6.2 mi1lion,  and the
     remaining 80% of the D and E licenses,  or $27.0 million.  FCC F Block debt
     has a face value of $49.2  million  and is payable  over a 10 year  period.
     However,  favorable  financing terms require the Company to record the debt
     at a net present value of $39.7. The F Block licenses require interest-only
     payments  for the  first  two years at the  10-year  Treasury  Bill rate of
     6.61%. Principal and interest will be due over the remaining eight years.


5.   REGISTRATION OF SERIES A SENIOR NOTES:


     On February 19, 1997, the Company  offered to exchange its 11 5/8% Series A
     Senior Notes due 2006,  which have been registered under the Securities Act
     of 1933, as amended,  for any and all of its  outstanding  11 5/8% Series A
     Senior Notes.  The interest rate and covenants of the registered  notes are
     substantially  identical to the interest rate and covenants with respect to
     the 11 5/8% Series A Senior Notes.  The registered notes are obligations of
     the Company evidencing the same indebtedness as the 11 5/8% Series A Senior
     Notes and are governed by the same indenture as the 11 5/8% Series A Senior
     Notes.


6.   COMMITMENTS AND CONTINGENCIES:


     The Company, through its subsidiary OCI is in various stages of negotiation
     for handsets,  accessories and services from various  suppliers.  These new
     contracts  could require  minimum  purchase  commitments  from the Company.
     Management  believes that the Company will fulfill these commitments in the
     normal course of business.


7.   SUBSEQUENT EVENTS:

     On July 14, 1997, the Company made a payment of $59.9 million for the D and
     E Block  licenses  and $1.3 million for the F Block  licenses.  The Company
     will record the remaining  FCC debt,  face value of $11.5  million,  at the
     appropriate discounted value during the third quarter.


     On August 7, 1997,  Omnipoint  MB  Holdings,  Inc.  ("OMB")  entered into a
     credit  facility  agreement with Ericsson Inc. to provide  financing to the
     Company for up to $352.5  million for the purpose of financing the buildout
     of  networks  in  the  Boston  and  Miami  markets,  (the  "Ericsson  B & M
     Facility"). The Ericsson B & M Facility provides the immediate availability
     of $202.5  million,  of which  $100.0  million was funded to OMB at closing
     (the  proceeds  of which  were  used to make an  inter-company  loan to the
     Company).  The remaining  $150.0  million is dependent on a loan  guarantee
     from a  governmental  agency.  If the loan  guarantee is  completed  before
     February 4, 1998,  the Company  will grant  Ericsson a five year  exclusive
     right to supply network equipment for the Boston and Miami markets.

                                     - 8 -
<PAGE>


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations   contain   forward-looking   statements   which  involve  risks  and
uncertainties.  The Company's actual results may differ  significantly  from the
results discussed in forward-looking statements. Factors that might cause such a
difference include,  but are not limited to, the "Risk Factors" set forth in the
Company's Registration Statement on Form S-1 (File No. 333-03739).

OVERVIEW

     Omnipoint reported a 1997 second quarter loss of $68.3 million or $1.33 per
share, an increase of 217.7%,  or approximately  $46.8 million,  compared to the
same  quarter in 1996.  For the six  months  ended June 30,  1997,  the  Company
reported a loss of $120.7 million, or $2.35 per share, an increase of 222.7%, or
approximately  $83.3  million,  compared  to the same  period in 1996.  The 1996
second quarter loss was $21.5 million,  or $0.47 per share, and a six month 1996
loss of $37.4 million, or $0.87 per share.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996

     Revenues  for the three  months  ended  June 30,  1997  were $6.9  million,
compared to no revenues in the second  quarter of 1996.  Revenues for the second
quarter of 1997 consisted  primarily of service and handset  revenue  associated
with the operation of the New York MTA PCS network.

     Research and development expenses decreased by 38.8%, or approximately $3.3
million,  to $5.2 million for the three months ended June 30, 1997,  compared to
$8.5 million for the three months ended June 30, 1996. The decrease was due to a
decrease of $0.9 million in research and development components, $1.6 million in
payroll and related expenses,  employee benefits and employee  recruiting costs,
and $0.8 in equipment rental and purchases. R&D expenses are associated with the
Company's continued growth and development of the IS-661 technology.

     Sales,   general  and   administrative   expenses  increased  by  748%,  or
approximately  $37.4  million,  to $42.4 million for the three months ended June
30, 1997,  compared to $5.0 million for the three months ended June 30, 1996. Of
this  increase,  $9.2  million was due to payroll and payroll  related  expenses
associated  with  increases in  headcount  resulting  from the  expansion of the
Company's operations.  The remaining increase consists primarily of increases of
$15.2  million  in  marketing  and  equipment  cost of sales,  $2.9  million  in
consulting fees, and $4.1 million in interconnect  and cellsite  operating costs
relating to network  operations.  The Company  expects that such  expenses  will
continue to increase  significantly  during the remainder of 1997 as the Company
continues to expand its operations.

     Depreciation and amortization  increased by 309.7%,  or approximately  $9.6
million to $12.7  million for the three months ended June 30, 1997,  compared to
$3.1 million for the three months ended June 30, 1996.  The increase in the 1997
period was due to a general  increase in  depreciation  related to the Company's
research and development and network infrastructure equipment.

     Interest income increased  approximately $2.7 million,  to $4.0 million for
the three  months  ended June 30, 1997  compared  to $1.3  million for the three
months  ended June 30,  1996.  The  increase was due to the increase in interest
earned on interest bearing cash and cash equivalents and short-term investments.
The  increase in cash and cash  equivalents  resulted  from a  follow-on  public
offering in July 1996, and proceeds from sales of two tranches of 11 5/8% Senior
Notes due 2006 (the "1996 Senior Notes") in August and December of 1996.

     Interest expense  increased by 204.8%, or approximately  $12.7 million,  to
$18.9  million for the three months ended June 30, 1997 compared to $6.2 million
for the three  months ended June 30, 1996.  The  increase was  primarily  due to
$12.9  million of interest  expense  incurred in 1997 for the 1996 Senior Notes.
The Company  capitalized  interest of $14.1 million during the second quarter of
1997.

     Net loss  increased  by 217.7%,  or  approximately  $46.8  million to $68.3
million for the three months ended June 30, 1997  compared to $21.5  million for
the three months  ended June 30, 1996.  This  increase  was  primarily  due to a
general increase in operating expenses,  as well as an increase of $10.0 million
in net interest expense.

                                     - 9 -
<PAGE>
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

     Revenues  for the six months  ended  June 30,  1997,  were  $14.4  million,
compared to no revenues in the six months ended June 30, 1996.  Revenues for the
first six months  consisted  of 4.5 million for license fees and $9.9 million of
service and handset  revenues  associated with the operation of the New York MTA
PCS networks.

     Research and development  expenses decreased by 3.7%, or approximately $0.5
million,  to $12.9  million for the six months  ended June 30, 1997  compared to
$13.4  million  for the six months  ended June 30,  1996.  An  increase  of $1.5
million for payroll and related costs  associated  with the Company's  continued
development of the IS-661  technology is offset by a decrease of $1.3 million in
cellsite  expenses,  $0.6 million in equipment  rental and  purchases,  and $0.4
million in consulting.

     Sales,   general  and   administrative   expenses  increased  by  603%,  or
approximately  $60.3 million, to $70.3 million for the six months ended June 30,
1997  compared to $10.0  million for the six months ended June 30, 1995. Of this
increase,  $17.7  million  was  due to  payroll  and  payroll  related  expenses
associated  with  increases in  headcount  resulting  from the  expansion of the
Company's operations.  The remaining increase consists primarily of increases of
$26.5  million  in  marketing  and  equipment  cost of sales,  $4.5  million  in
consulting fees, $2.2 million in legal,  accounting and other professional fees,
and $7.4 million in  interconnect  and cell site  operating  costs.  The Company
expects that such expenses will continue to increase  significantly during 1997,
as the Company continues to expand its operations.

     Depreciation and amortization  increased by 250.0%, or approximately  $16.5
million,  to $23.1  million for the six months  ended June 30, 1997  compared to
$6.6 million for the six months  ended June 30,  1996.  The increase in the 1997
period was due to a general  increase in  depreciation  related to the Company's
research and development and network infrastructure equipment.

     Interest income increased  approximately $5.9 million,  to $8.6 million for
the six months  ended June 30, 1997  compared to $2.7 million for the six months
ended June 30, 1996. The increase was due to the increase in interest  earned on
interest  bearing cash and cash  equivalents  and  short-term  investments.  The
increase in cash and cash equivalents  resulted from a follow-on public offering
in July 1996,  and  proceeds  from sales of two tranches of 11 5/8% Senior Notes
due 2006 ( the "1996 Senior Notes") in August and December of 1996.

     Interest expense  increased by 271.3%, or approximately  $27.4 million,  to
$37.5  million for the six months ended June 30, 1997  compared to $10.1 million
for the six months ended June 30, 1996. The interest  expense for the six months
ended June 30,  1997 was  primarily  due to $25.5  million of  interest  expense
incurred in 1997 for the 1996 senior notes. The company capitalized  interest of
$26.3 million.

     Net loss increased by,  222.7%,  or  approximately  $83.3 million to $120.7
million for the six months ended June 30, 1997 compared to $37.4 million for the
six months ended June 30, 1996.  This  increase was  primarily  due to a general
increase in operating  expenses,  as well as an increase of $21.5 million in net
interest expense.

                                     - 10 -


<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     For the six months ended June 30, 1997, the Company financed its operations
and met its capital  requirements  primarily  through  vendor  financing.  Total
financing  activities  provided  net cash of $113.7  million  for the six months
ended June 30, 1997, compared to $93.5 million for the six months ended June 30,
1996.  Operating  activities  used net cash of $16.3  million for the six months
ended June 30, 1997, compared to $27.8 million for the six months ended June 30,
1996.  The decrease  resulted  primarily  from  increases  in accounts  payable,
accrued  expenses and non cash charges related to depreciation  and amortization
and inventory write downs to replacement  costs.  Investing  activities used net
cash of $187.6  million for the six months  ended June 30,  1997,  compared to a
surplus of $4.0 million for the six months ended June 30, 1996.  The increase in
investing  activities  consists  of $192.6  million  for  purchases  of  network
infrastructure   related  items  and  lab  equipment  used  in  engineering  and
manufacturing,  and $36.6 million for payments on the D, E and F Block  licenses
and $20.0  million in  capitalized  interest  relating to the C Block  licenses;
offset by cash  provided of $20.0  million  for the refund of the FCC  deposits,
$19.2 million of net investment sales from short and long term investments,  and
$18.3  million from the  proceeds of the escrow  deposit used to pay interest on
the 11 5/8% Senior Notes.

     As of June 30, 1997, the Company had working capital of approximately $24.6
million. On March 25, 1997, the Company borrowed $73.8 million from its existing
NT Credit  Facility.  Associated  with the $73.8  million  draw on the NT Credit
Facility,  the Company paid for $46.7 million of  outstanding  invoices in a net
transaction.  On June 30,  1997,  the Company  borrowed  $38.7  million from its
existing Ericsson Credit Facility,  as defined below. The FCC's D, E and F Block
auctions ended in January 1997. The Company used its $60 million deposit to make
its initial down  payment of $28.8  million.  The  remaining  $31.2  million was
refunded to the Company in January 1997.  The FCC issued a stay on broadband PCS
payments on April 1, 1997. This notice effectively  postponed the Company's $8.1
million quarterly interest payment on the C Block licenses.  The exact timing of
this  interest  payment is still  undetermined.  The April 1,  notice  will also
postpone future  quarterly  installments  until further notice.  On February 15,
1997,  the Company used $18.3 million of proceeds from its escrow deposit to pay
interest on the 11 5/8% Senior and Series A Notes due 2006.

     The Company has an agreement to purchase  $250.0  million of equipment  and
services  over the next five years from  Northern  Telecom.  The  Company  has a
$382.5 million credit facility with Northern Telecom,  the "NT Credit Facility,"
to finance future purchases and installations of  telecommunications  equipment,
engineering services,  certain related construction costs, third-party equipment
and other  expenses.  The  Company  also has an OEM  agreement  to sell  certain
equipment,  hardware  and  software  to Northern  Telecom at its normal  selling
prices, which will result in licensing fees and revenues.

     The NT Credit  Facility  is  secured  by a pledge of all  capital  stock of
Omnipoint  Communications,  Inc.  ("OCI"),  that  is  owned  by  a  wholly-owned
subsidiary of the Company (which  constitutes a 95.58%  ownership  interest) and
substantially  all of OCI's assets.  Under the terms of the NT Credit  Facility,
OCI  is  subject  to  certain  financial  and  operational  covenants  including
restrictions on OCI's ability to pay dividends, restrictions on indebtedness and
certain financial maintenance requirements. Additionally, the NT Credit Facility
provides  that,  among other events,  the failure of OCI to pay when due amounts
owing the FCC shall  constitute  an event of default.  Interest on the NT Credit
Facility is payable quarterly.

     The principal  amount of the non-working  capital portions of the NT Credit
Facility is payable in  installments  beginning in 2000,  with the final payment
due on December  31,  2004.  As of June 30, 1997,  OCI had  approximately  $58.9
million outstanding under the non-working capital portions of the facility.

     A portion of the NT Credit Facility,  which may be used for working capital
purposes  including  interest  payments  on  the  principal  of  such  facility,
originally  matured on June 30,  1997.  The  Company  negotiated  with  Northern
Telecom to extend the maturity  date of the  borrowings  to September  30, 1997.
Borrowings for working  capital  purposes  which are repaid may be  subsequently
borrowed for the other purposes allowed under the NT Credit Facility. As of June
30, 1997, the Company had an outstanding  balance of approximately $16.9 million
of the NT Credit Facility.

     Northern Telecom has executed a non-binding commitment letter to extend the
NT Credit  Facility from $382.5 million to $612.0 million on  substantially  the
same terms.  Such  extension is subject to approval by the Board of Directors of
Northern Telecom. If a definitive  agreement is reached,  the Company expects to
use these funds in the New York MTA or other markets which the Company  acquired
in subsequent FCC auctions.

                                     - 11 -

<PAGE>
     The Company  entered  into a credit  facility  with  Ericsson,  dated as of
August 7, 1996, to provide financing to the Company for up to $132.0 million for
the purpose of financing  the purchase of equipment  and services  from Ericsson
for the New York MTA market (the "Ericsson  Credit  Facility).  A portion of the
Ericsson Credit Facility, which may be used for interest payments accruing under
such facility,  and a portion which may be used to purchase handsets,  mature on
June 30, 1998. The principal amount on other portions of the facility is payable
in  installments  beginning in 2000,  with the final payment due on December 31,
2004.  Amounts borrowed and repaid are not available for reborrowing  except for
the $2.1  million  repaid  by the  Company  during  the third  quarter  of 1996.
Interest on the Ericsson  Credit Facility is payable  quarterly.  As of June 30,
1997,  the  company  had  approximately  $38.7  million  outstanding  under  the
non-working capital portion of the facility.

     Under the terms of the Ericsson Credit Facility,  OCI is subject to certain
financial and operational  covenants including  restrictions on OCI's ability to
pay dividends,  restrictions on indebtedness and certain  financial  maintenance
requirements.  Additionally,  the Ericsson Credit Facility  provides that, among
other  events,  the failure of OCI to pay when due  amounts  owing the FCC shall
constitute  an event of  default.  The  Ericsson  Credit  Facility is secured by
substantially all of the assets of OCI,  including a pledge of all capital stock
of OCI,  that is  owned  by a  wholly-owned  subsidiary  of the  Company  (which
constitutes a 95.58% ownership interest). All collateral is held by a collateral
agent and is shared on a pari pasu basis with  Northern  Telecom  pursuant to an
inter-creditor arrangement.

     On August 7, 1997,  Omnipoint  MB  Holdings,  Inc.  ("OMB")  entered into a
credit facility agreement with Ericsson Inc. to provide financing to the Company
for up to $352.5  million for the purpose of financing  the buildout of networks
in the Boston and Miami markets, (the "Ericsson B & M Facility"). The Ericsson B
& M Facility  provides the immediate  availability of $202.5  million,  of which
$100.0  million was funded to OMB at closing (the proceeds of which were used to
make an  inter-company  loan to the Company).  The remaining  $150.0  million is
dependent on a loan guarantee from a governmental  agency. If the loan guarantee
is completed  before  February 4, 1998,  the Company will grant  Ericsson a five
year  exclusive  right to supply  network  equipment  for the  Boston  and Miami
markets.

     Under the terms of the  Ericsson B & M Facility,  OMB is subject to certain
financial and operational  covenants including  restrictions on OMB's ability to
pay dividends,  restrictions on indebtedness and certain  financial  maintenance
requirments.  Additionally,  the Ericsson B & M Facility  provides  that,  among
other events,  the failure of OMB to pay when due amounts owing to the FCC shall
constitute  an event of  default.  The  Ericsson  B & M  Facility  is secured by
substantially  all of the assets of OMB and each of the  license  and  operating
subsidiaries for the Boston and Miami markets, including a pledge of all capital
stock of each such  license and  operating  subsidiaries  as well as all capital
stock of OMB. 

     The  principal  amount of  portions  of the  facility  financing  equipment
purchases  from  Ericsson  and  certain  eligible  soft  costs is  repayable  in
installments  beginning  2001,  with a final  payment  due on  August  4,  2006.
Interest  on such  amount is payable  quarterly  (of which a portion of the loan
proceeds  are  available to finance such  interest  payments).  The $100 million
portion funded at closing, which has no required principal amortization, matures
on August 4, 2007.  Interest  on such  portion is payable  semi-annually  (which
interest may be accreted until August 4, 2003).

     In the  recently  completed  auction by the FCC of the D, E and F Block BTA
licenses,  the Company won 109 licenses for an aggregate of $181.4  million (net
of the 25% small  business  discount).  In January 1997, the Company made a down
payment of  approximately  $28.8  million to the FCC. In June 1997,  the Company
made an additional payment of $33.2 million related to the licenses issued April
28, 1997. On July 14, 1997, the company made its final payment  (excluding  debt
service for the F block) of $59.9 million. The remaining $59.4 million for the F
Block licenses is payable over the next ten years.

     The Company  believes that access to capital and financial  flexibility are
necessary to  successfully  implement  its  strategy.  The Company  believes the
proceeds  from the sale of the 1996 Senior  Notes,  in  combination  with the NT
Credit Facility,  the Ericsson Credit Facility,  and the Ericsson B & M Facility
will be sufficient to fund operating  losses,  capital  expenditures and working
capital  necessary for the initial buildout of the Company's PCS networks during
the next twelve  months.  To the extent that the  buildout of these  networks is
faster than  expected,  the costs are greater  than  anticipated  or the Company
takes advantage of other  opportunities,  including those that may arise through
current and future FCC auctions,  the Company may require  additional funding to
implement its business strategy.  Prices for the Company's Senior Notes due 2006
have declined significantly since year end,
                                     - 12 -

<PAGE>
resulting in an increase in the Notes effective yield to  approximately  12.13%.
The price decline is expected to be temporary,  but would significantly increase
the Company's borrowing costs if it decided to issue new debt.

     The Company's  future capital  requirements  will depend upon many factors,
including the successful  development of new products,  the extent and timing of
acceptance of the Company's  equipment in the market,  requirements  to maintain
adequate  manufacturing  facilities,  the progress of the Company's research and
development efforts, expansion of the Company's marketing and sales efforts, the
Company's  results of operations  and the status of  competitive  products.  The
Company believes that cash and cash equivalents on hand,  anticipated  revenues,
vendor financing and additional strategic  partnerships will be adequate to fund
its operations and its network buildout for the next 12 months.  There can be no
assurance, however, that the Company will not require additional financing prior
to such date to fund its operations.  The Company  believes that it will require
substantial  amounts  of  additional  capital  over the next  several  years and
anticipates that this capital will be derived from a mix of public offerings and
private placements of debt or equity securities or both.


                                     - 13 -

<PAGE>
Part II -- Other Information

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  The Company held its Annual Meeting of Stockholders on May 29, 1997.

(b)  At the Annual Meeting of  Stockholders,  all eight members of the Company's
     Board of Directors,  Richard L. Fields, Paul J. Finnegan,  Evelyn Goldfine,
     Arjun  Gupta,  James N. Perry,  Jr.,  James J. Ross,  George F. Schmitt and
     Douglas G.  Smith (the  "Nominees")  were  elected to serve  until the 1998
     Annual Meeting of Stockholders,  or until their  respective  successors are
     elected and duly qualified.

(c)  The following matters were voted upon at the Annual Meeting of 
     Stockholders:

     (iv) All Nominees  were elected as directors to serve until the 1998 Annual
          Meeting of  Stockholders,  or until their  respective  successors  are
          elected and duly  qualified,  with at least 95.4% of the voting shares
          cast for each Nominee;
<TABLE>
<CAPTION>
                                                     For                     Withhold Authoriy
                                                     ---                     -----------------
               <S>                                   <C>                      <C>    
               Douglas G. Smith                      42,756,619                 497,288
               George G. Schmitt                     43,145,909                 107,998
               Evelyn Goldfine                       42,737,570                 516,337
               Richard L. Fields                     43,145,659                 108,248
               Paul J. Finnegan                      41,279,741               1,974,166
               Arjun Gupta                           41,267,993               1,985,914
               James N. Perry, Jr.                   43,145,559                 108,348
               James J. Ross                         43,025,459                 288,448
</TABLE>

     (ii) The Company's 1997 Omnibus Stock Plan and the reservation of 2,500,000
          shares of Common Stock for issuance  thereunder were approved by 85.0%
          of  the  voting  shares  (votes  for:  36,750,000;  votes  against  or
          withheld: 6,350,000); and

     (iii)The   appointment  of  Coopers  &  Lybrand  L.L.P.  as  the  Company's
          independent auditors was ratified by 99.9% of the voting shares (votes
          for: 43,211,000; votes against or withheld: 42,800).

                                     - 14 -
<PAGE>
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

(a)  Exhibits

     <S>          <C>                                                                              
     3.1*         Amended and Restated Certificate of Incorporation of the Registrant.
     3.2@@@       Amended and Restated Bylaws of the Registrant.
     4.2          See Exhibit 3.1.
     10.1@        Registrant's Amended and Restated 1990 Stock Option Plan.
     10.2@        Form of Incentive Stock Option Agreement under Registrant's 1990 Stock Option Plan.
     10.3@        Form of Stock Option Agreement under Registrant's 1990 Stock Option Plan for non-qualified
                  options.
     10.4@        Form of Stock  Option  Agreement  outside  scope of
                  Registrant's    1990   Stock    Option   Plan   for
                  non-qualified options.
     10.5@        Warrant  Certificate,  dated August 2, 1991, by and between the
                  Registrant and Allen & Company Incorporated.
     10.6@        Warrant  Certificate,  dated August 2, 1991, by and between the
                  Registrant and Allen & Company Incorporated.
     10.7@        Letter  agreement,  dated June 29,  1995,  by and  between  the
                  Registrant  and  Allen  &  Company  Incorporated  (relating  to
                  Exhibit 10.6).
     10.8****     Letter Agreement of Warrant Extension,  dated November 1, 1996,
                  by and between the Registrant and Allen & Company  Incorporated
                  (relating to Exhibit 10.6).
     10.9@        Common Stock Purchase Warrant issued March 10, 1995, granted to Madison Dearborn Capital
                  Partners, L.P.
     10.10@       Common Stock Purchase Warrant issued March 10, 1995, granted to       Madison Dearborn Capital
                  Partners, L.P.
     10.11@       Employment Agreement, effective October 1, 1995, by and between the Registrant, Omnipoint
                  Communications Inc. and George F. Schmitt.
     10.12@       Promissory Note, dated October 1, 1995, by George F. Schmitt.
     10.13@       Stock Restriction Agreement, dated October 1, 1995, by and between the Registrant and George F.
                  Schmitt.
     10.14@       Employment Agreement, dated April 17, 1995, by and between the Registrant and Bradley E. Sparks.
     10.15@       Promissory Note, dated April 17, 1995, by Bradley E. Sparks.
     10.16@       Stock Restriction Agreement, dated April 17, 1995, by and between the Registrant and Bradley E.
                  Sparks.
     10.17***     Employment Agreement,  dated November 3, 1996, by and between the
                  Registrant and Kjell S Andersson.
     10.18***     Promissory Note, dated February 24, 1997, by Kjell S. Andersson.
     10.19***     Stock Restriction Agreement, dated February 24, 1997, by and between the Registrant and Kjell S.
                  Andersson.
     10.20@       Series B Convertible  Preferred Stock Purchase  Agreement,  dated
                  August 9, 1993, by and among the Registrant and Madison  Dearborn
                  Capital Partners, L.P.
     10.21@       Amendment No. 1 to Series B Convertible Preferred Stock Purchase Agreement, dated June 29, 1995,
                  by and between the Registrant and Madison Dearborn Capital Partners, L.P.
     10.22@       Series C Convertible  Preferred Stock Purchase  Agreement,  dated
                  June 29, 1995, by and among the  Registrant and the other parties
                  named therein.
     10.23@       Amended and Restated Registration Rights Agreement,  dated June
                  29, 1995,  by and among the  Registrant  and the parties  named
                  therein.
     10.24@       First Amended and Restated Voting Agreement, dated June 29, 1995,
                  by and among the Registrant and the other parties named therein.
     10.25@       OEM Supply Agreement for Omnipoint PCS (Personal  Communication
                  Systems) Products, dated September 22, 1994, by and between the
                  Registrant and Northern Telecom Inc
     10.26@       Manufacturing License and Escrow Agreement for Personal Communication Service Products, dated
                  February 28, 1995, by and between the Registrant and Northern Telecom Inc.
     10.27@       Collaborative  Development  Agreement,  dated March 1, 1995, by
                  and between the Registrant and Northern Telecom Inc.
     10.28@       Reciprocal OEM Agreement Memorandum of Understanding, dated March
                  30, 1995, by and between the Registrant and Northern Telecom Inc.
     10.29@       Supply Agreement, dated September 22, 1994, by and between Omnipoint Communications Inc. and
                  Northern Telecom Inc.
     10.30@       Amendment No. 1 to Supply Agreement, dated July 21, 1995, by and between Omnipoint
                  Communications Inc. and Northern Telecom Inc.
     10.31###           
     10.32        Amended and Restated Loan Agreement, dated August 7, 1996, by and between Omnipoint
                  Communications Inc. and Northern Telecom Inc.
     10.33###     Loan  Agreement,  date as of August 7, 1996, by and between  Omnipoint  Communications  Inc.
                  and Ericsson Inc., as amended.
     10.34@       Memorandum  of  Understanding,  dated  April 21,  1995,  by and
                  between the Registrant and Pacific Bell Mobile Services.
     
                                     - 15 -
<PAGE>
     10.35@       Note and Warrant  Purchase  Agreement  dated November 22, 1995,
                  between the Registrant and the purchasers named therein.
     10.36@       Senior Note Due 2000 issued by the Registrant on November 22, 1995 to the holder identified therein.
     10.37@       Senior Note Due 2000 issued by the Registrant on November 22, 1995 to the holder identified therein.
     10.38@#      Memorandum of Understanding, dated November 22, 1995, by and between the Registrant and
                  Ericsson Inc.
     10.39@       Letter Agreement, dated January 24, 1996, by and between the Registrant and between Ericsson Inc.
     10.40@       Letter of Intent, dated October 26, 1995, by and between the Registrant and Ericsson Inc.
     10.41@       Contract for Sale of Real Estate, dated August 30, 1995, by and between F&R Bari Realty, Ltd., Inc.
                  and Omnipoint Communications Inc.
     10.42@       Lease Agreement, dated October 15, 1995, by and between the Registrant and Baetis Properties, Inc.
     10.43**##    Acquisition Agreement for Ericsson CMS 40 Personal Communications Systems (PCS) Infrastructure
                  Products, dated as of April 16, 1996, by and between Ericsson Inc. and Omnipoint Communications
                  Inc.
     10.44**##    Acquisition Supply and License Agreement for Omnipoint Personal Communications Systems (PCS)
                  Infrastructure Products, dated as of April 16, 1996, by and between Ericsson Inc. and the Registrant.
     10.45**##    Agreement for Purchase and Sale of Ericsson Inc. Masko Terminal Units, dated as of April 16, 1996,
                  by and between Ericsson Inc. and Omnipoint Communications Inc.
     10.46**##    Memorandum of Understanding, dated April 2, 1996, by and between Orbitel Mobile
                  Communications Inc. and the Registrant.
     10.47@@      Letter of Intent,  dated  November 20, 1995, by and between the
                  Registrant and Western Wireless Corporation.
     10.48@@      Letter of Intent, dated February 26, 1996, by and between Omnipoint Communications Inc. and
                  American Portable Telecom, Inc.
     10.49@@      Letter of Intent, dated March 22, 1996, by and between Omnipoint Communications, Inc. and
                  American Personal Communications.
     10.50@@      Letter of Intent, dated May 13, 1996, by and between the Registrant
                  and InterCel,  Inc.  10.51@@ License  agreement dated March 22, 1996 by and
                  between the  Registrant and Bender & Company,  Inc.  10.52@@ Second License
                  Agreement, dated April 17, 1996, by and between the Registrant and Bender &
                  Company, Inc.
     10.53@@      Lease Agreement, dated March 1, 1996, by and between Omniset Corporation and Roots Stone
                  Limited Partnership.
     10.54***     Agreement   dated  as  of  February  24,   1997,   between  the
                  Registrants  and  Kjell  S.  Andersson,   amending   Employment
                  Agreement dated November 3, 1996.
     11.1         Statement of computation of loss per share.
     21.1@        Subsidiaries of the Registrant.
     27           Financial Data Schedule
</TABLE>

----------
<TABLE>

<S>     <C>     
@       Incorporated herein by reference to the Company's Registration Statement on Form S-1, No. 33-98360
@@      Incorporated herein by reference to the Company's Registration Statement Form S-1, No. 33-03739.
@@@     Incorporated by reference to the Company's Registration Statement on Form S-4, No. 333-19895.
*       Incorporated herein by reference to Company's Annual Report on Form 10-K for the fiscal year ended
          December  31, 1995.
**       Incorporated herein by reference to the Company's Current Report on Form 8-K, filed May 3, 1996.
***.    Incorporated herein by reference to Company's Annual Report on Form 10-K for the fiscal year ended
          December  31, 1996.
****    Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
          March 31, 1997.
#       Portions of this  Exhibit  were  omitted  and have been filed  separately  with the  Secretary  of the  Commission
          pursuant to the  Registrant's  Application  Requesting  Confidential  Treatment  under Rule 406 of the Act, which
          application was granted by the Commission.
##      Portions of this  Exhibit  were  omitted  and have been filed  separately  with the  Secretary  of the  Commission
        pursuant to the Registrant's  Application  Requesting  Confidential Treatment under Rule 24b-2 under the Exchange
        Act of 1934, filed May 3, 1996.
###     Portions of this  Exhibit  were  omitted  and have been filed  separately  with the  Secretary  of the  Commission
          pursuant to the Registrant's Application Requesting Confidential Treatment under
          Rule 24b-2 under the Exchange Act of 1934, filed March 31, 1997.
</TABLE>

----------
(b)  Reports on Form 8-K
     None.

                                     - 16 -
<PAGE>


                                                       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 thereunto duly authorized.

                                                           OMNIPOINT CORPORATION

Date:                      August 14, 1997                 /s/ Bradley E. Sparks
                                                               Bradley E. Sparks
                                                         Chief Financial Officer



                                     - 17 -
<PAGE>