EXHIBIT 10.8

                                November 1, 1996


Allen & Company Incorporated
711 Fifth Avenue
New York, New York  10022

Attn:    Mr. Richard Fields
         Managing Director

                                    Re:     Warrant Extension

Dear Mr. Fields:

         We refer to the  Warrant  Certificate  dated as of August 2,  1991,  as
amended  (the  "Warrant  Certificate"),  issued to Allen & Company  Incorporated
("Allen")  entitling  the holder  thereof to purchase  300,000  shares of Common
Stock, par value $.01 per share (subject to adjustment as provided therein),  of
Omnipoint Corporation (formerly,  Omnipoint Data Company, Inc.) (the "Company").
All capitalized  terms not  specifically  defined therein shall have the meaning
ascribed to such terms in the Warrant Certificate.

         Allen and the Company hereby agree that the Warrant  Certificate  shall
be further amended as follows, effective in all respects as of August 2, 1996:

         1. The clause "August 2, 1996"  appearing in Section 2.2 of the Warrant
Certificate  is amended to read  "August 2, 2001,"  thereby  extending  for five
years the period during which the Warrants are exercisable.

         2. The cash  Purchase  Price  established  in Section  1, and  adjusted
pursuant  to Section 6, of the  Warrant  Certificate  shall be  increased  at an
annual rate of 7% on a quarterly basis commencing each quarter  following August
2, 1996.

         3.  Section 6.3 of the Warrant Certificate is deleted in its entirety.


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         4. Allen  agrees not to sell any  portion of the  Warrant  prior to the
exercise of such portion.  Allen  further  agrees that whenever it exercises the
Warrant,  whether  in whole or in part,  it will not sell the  shares  of Common
Stock issued upon such exercise (the "Underlying  Shares") prior to the later of
February 2, 1997 or 90 days following such exercise (the "Hold Period"),  except
that if there shall occur an extraordinary  transaction involving the Company or
its  securities,  the effect of which could diminish the value of the Underlying
Shares if they were not sold during the Hold Period, the restrictions  contained
in this sentence shall terminate to permit Allen to sell such Underlying Shares,
but only to the extent  necessary to prevent such diminution in value.  Further,
as a condition  to any transfer of such shares  prior to the  expiration  of the
Hold Period,  the transferee  shall agree in writing to be bound by the terms of
the Warrant  Certificate as amended  hereby,  including the  requirements of the
Hold Period.

         5.  Except as  specifically  amended  hereby,  all  other  terms of the
Warrant Certificate shall remain in full force and effect.

         If you are in agreement with the foregoing  please  indicate by signing
in the space provided below.

                                                     Sincerely,
                                                     OMNIPOINT CORPORATION


                                                     By: /s/ Douglas G. Smith
                                                        ---------------------
                                                          Douglas G. Smith
                                                          CEO and President



Agreed and Accepted

ALLEN & COMPANY INCORPORATED



By:  /s/ Richard Fields
     ------------------------
         Richard Fields
         Managing Director