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 March 31, 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                                           04-2969720
(State or other jurisdiction of                            (IRS employer
  incorporation or organization)                         identification No.)


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

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

      2000 NORTH 14TH STREET, SUITE 550                  22201
                  ARLINGTON, VA                          (Former Zip Code)
       (Former address of principal executive office)


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

  Title of Each Class:                                    Name of Each Exchange
COMMON STOCK, PAR VALUE                                   on which Registered:
$0.01 PER SHARE                                           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:  51,472,810 shares of common
stock were outstanding as of May 13, 1997.

<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Note 1)

                              OMNIPOINT CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

                                      March 31
                                       1997                   December 31,
                                     (unaudited)                  1996
                                  ----------------           ----------------
                     ASSETS

Current assets:
  Cash and cash equivalents        $    198,370              $     215,029
  Short term investments                 44,112                     46,827
  Escrow deposit                         50,537                     43,516
  Accounts receivable, net of
    allowances of $46                     6,537                         47
  Inventory                              33,728                     37,490
  Prepaid expenses and other
    current assets                        2,433                       1,748
                                   ----------------          ----------------
   Total current assets                 335,717                     344,657
Fixed assets, net                       257,636                     186,851
FCC licensing costs, net of
 accumulated amortization of
 $19,976 and $17,804 as of
 March 31, 1997 and December 31,
 1996, respectively                      759,982                     752,189
FCC deposit                                   -                       60,000
Unissued license payment (see Note 4)     28,851                           -
Escrow deposit                            24,166                      48,466
Deferred financing costs and
 other intangible assets, net
 of accumulated amortization of
 $2,762 and $2,089 as of March 31,
 1997 and December 31, 1996,
 respectively                             26,497                      27,047
Other long-term assets                     1,423                         262
                                    ----------------          ----------------
      Total assets                 $   1,434,272             $     1,419,472
                                    ================          ================

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                        55,522                      73,937
  Accrued expenses                        17,295                      12,333
  Accrued interest payable                15,395                      12,072
  Deferred revenue                           189                           -
  Loan payable under financing
    agreement - current portion           14,864                           -
                                    ----------------         ----------------
    Total current liabilities            103,265                      98,342

Loan payable under financing
  agreement                               58,911                           -
Senior notes                              18,892                      18,617
11 5/8% Senior and Series A Notes
 due 2006                                458,714                     458,886
FCC license obligations                  711,799                     709,853

Commitments and contingencies (Note 6)


                                   Continued
                                     - 1 -
<PAGE>

Stockholders'  equity  (deficit):
 Common  stock,  par  value,  $.01 per  share;
 authorized  75,000,000  shares;  51,331,757
 shares issued and  outstanding at March 31, 1997
 and 50,969,300 shares issued and
 outstanding at December 31, 1996             513                         510
  Additional paid-in capital              330,396                     329,772
  Accumulated deficit                    (238,791)                   (186,428)
  Unearned compensation                    (8,487)                     (8,883)
  Notes receivable                           (940)                     (1,197)
                                        ----------------------------------------
      Total stockholders'equity            82,691                     133,774
                                        ----------------------------------------
      Total liabilities and
          stockholders' equity       $  1,434,272                $  1,419,472
                                    ================          ================




                 See notes to consolidated financial statements

                                     - 2 -
<PAGE>

                              OMNIPOINT CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                      (In thousands, except per share data)


                                  Three Months Ended March 31,
                                     1997                1996
                                  -------------   --------------
Revenues:
  License fees                      $ 4,500                  0
  Handset and service revenues        3,087                  0
                                    --------          ---------
 Total revenues                     $ 7,587           $      0

Operating expenses:
  Research and development            7,707              4,759
  Sales, general, and
  administrative                     27,890              5,172
  Depreciation and amortization      10,419              3,501
                                    -------            -------
    Total operating expenses         46,016             13,432

    Loss from operations            (38,429)           (13,432)

Other income (expense):
  Interest income                     4,661              1,398
  Interest expense                  (18,595)            (3,869)
                                  ---------          ---------
           Net loss               $ (52,363)         $ (15,903)
                                  =========          =========

    Loss per share                $   (1.02)         $   (0.39)

Weighted average common shares
 outstanding                         51,278             40,469
                                  =========          ========= 

                 See notes to consolidated financial statements

                                     - 3 -
<PAGE>

                              OMNIPOINT CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                 (In thousands)


                                                    Three Months Ended
                                                         March 31,
                                                    ------------------------
                                                        1997          1996
                                                    -----------   -----------

Cash flows used in operating activities:
   Net loss                                         $  (52,363)   $  (15,902)
   Adjustments to reconcile net loss to net
      cash used in operating activities:
     Amortization and depreciation                      10,419          3,501
     Inventory write-down to replacement cost            3,000              -
     Allowance for doubtful accounts                        46              -
     Compensation expense from stock grants                617             20
     Increase in employee notes receivable and
       related accrued interest                            (21)           (37)
     Forgiveness of employee notes receivable               74              -
     Payment in kind interest on financing agreement         -            540
     Accrued interest                                    3,323          2,057
     Interest expense associated with amortization of
      discount, premium and issuance cost                1,915            591
     Interest income associated with restricted cash      (999)             -
     Changes in assets and liabilities:
      (Increase) decrease in operating assets:
        Accounts receivable                             (6,536)             -
        Prepaid expenses and other assets               (1,847)           617
        Inventory                                          762           (302)
    Increase (decrease) in operating liabilities:
        Accounts payable and accrued expenses          (13,399)        (1,990)
        Unearned revenue                                   189              -
                                                    -----------   -----------
Net cash used in operating activities                  (54,820)       (10,905)
                                                    -----------   -----------

Cash flows used in investing activities:
     Purchase of equipment                             (78,349)        (3,348)
     Down payments for FCC licenses                    (28,851)             -
     Refund of FCC deposit                              60,000              -
     Capitalized interest on C Block licenses           (9,964)             -
     Purchase of investment securities                 (13,801)             -
     Sales of investment securities                     16,516              -
     Proceeds from held to maturity investments         18,278              -
                                                    -----------   -----------
 Net cash used in investing activities                 (36,171)       (3,348)
                                                    -----------   -----------

Cash flows from financing activities:
     Proceeds from issuance of common stock                557             76
     Proceeds from financing agreement                  73,775          2,000
     Payments of obligations under capital leases            -            (49)
     Proceeds from credit agreement                          -        (36,500)
     Proceeds from initial public offering, net of
     expenses                                                -        118,437
     Dividends accrued and paid                              -           (273)
                                                       --------       --------
Net cash provided by financing activities               74,332         83,691
                                                       --------       --------

                                   Continued
                                     - 4 -
<PAGE>

Net increase (decrease) in cash and cash equivalents   (16,659)        69,438
Cash and cash equivalents at beginning of period       215,029         57,784
                                                       --------       --------
Cash and cash equivalents at end of period             $198,370       $127,222
                                                       ========       ========

                 See notes to consolidated financial statements

                                     - 5 -
<PAGE>

                              OMNIPOINT CORPORATION

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (UNAUDITED)

                      (In thousands, except per share data)

                    For The Three Months Ended March 31, 1997

<TABLE>
<CAPTION>
                                                                                                                Total
                                          Common Stock               Accumulated    Unearned      Notes       Stockholders'
                             Shares       Amount   Paid-in Capital    Deficit     Compensation  Receivable  Equity (Deficit)
                             ----------   ------   ---------------   -----------  ------------  ----------  ----------------
<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       377,457        3               553            -            -            -             556
Restricted stock returned
   upon termination             (15,000)       -              (150)           -            -          150               -
Issuance of options in form
   of advanced compensation           -        -               221            -          (221)          -               -
Amortization of
   unearned compensation              -        -                 -            -           617           -             617
Interest on employee
   notes receivable                   -        -                 -            -             -         (21)            (21)
Forgiveness of employee
   notes receivable                   -        -                 -            -             -         128             128
Net loss                              -        -                 -      (52,363)            -           -         (52,363)
                             ----------   ------   ---------------   -----------  ------------  ----------  ----------------
Balance, March 31, 1997      51,331,757   $  513       $   330,396   $ (238,791)  $   (8,487)   $    (940)  $      82,691
                             ==========   ======   ===============   ===========  ============  ==========  ================
</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
     month presentation.

2.   INVENTORY:

     Inventory  consists of the  following  for March 31, 1997  (unaudited)  and
     December 31 1996:

                                     March 31,          December 31,
                                       1997                 1996
                                    -----------         ------------
                                              (In thousands)
       Raw Materials                       919                 1,102
       GSM Handsets                     29,871                33,343
       Accessories & SIM Cards           2,938                 3,045
                                     ---------             ---------
                                      $ 33,728              $ 37,490
                                   ===========           ===========

3.   FIXED ASSETS:

     Fixed  assets  including  equipment  under  capital  leases  consist of the
     following at March 31, 1997 (unaudited) and December 31, 1996:


                                       March 31,          December 31,
                                         1997                 1996
                                      ----------          ------------
                                              (In thousands)
       Building and building
       improvements                   $   10,150          $      7,751
       Machinery, office and
       computer equipment                 35,813                30,680
       Network infrastructure
       equipment                         100,491                67,252
       Vehicles                              452                   452
                                       ---------            ----------
                                         146,906               106,135

       Less:  accumulated
       depreciation                      (15,547)               (8,317)
                                      $  131,359            $   97,818

      Construction in progress           126,277                89,033
                                      $  257,636            $  186,851
                                      ==========            ==========


                                     - 7 -
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

     Depreciation  expense for the period  ended March 31, 1997 and for the year
     ended  December  31,  1996 was  $7,564,735  and  $5,937,051,  respectively.
     Approximately  $5.1 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 be refunded to the Company. The
     Company submitted its long-form application for these licenses. At the time
     the licenses are awarded,  the Company will pay an additional $93.1 million
     at which time payments will be complete for the D and E Block licenses. The
     remaining  $59.4 million for the F Block licenses is payable over a 10-year
     period. The F Block licenses require  interest-only  payments for the first
     two years at the 10-year  Treasury  Bill rate on the date the  licenses are
     awarded. Principal and interest will be due over the remaining eight years.
     The F Block licenses and any other licenses  purchased by the Company which
     received favorable  financing treatment will be accounted for in accordance
     with industry  practices.  Accordingly,  interest incurred for the licenses
     will be  capitalized  during the  buildout  phase and  amortization  of the
     license cost will begin with the commencement of service to customers.


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 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 May 12, 1997, the Company made a payment of $27.1 million on the D and E
     Block  licenses and $6.1 million on the F Block  licenses  issued on May 7,
     1997. The remaining licenses are subject to FCC review. These licenses will
     be  issued  upon  the   resolution   of  all   outstanding   judicial   and
     administrative  reviews. Upon issuance of these licenses,  the Company will
     pay an  additional  $58.6 million for the D and E licenses and $1.3 million
     for the F Block licenses. The Company will also incur $59.4 million in debt
     to pay for the F Block  licenses,  to be repaid  over 10 years.  See Note 4
     above.


                                   Continued
                                     - 8 -
<PAGE>

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.

OVERVIEW

     Omnipoint reported a 1997 first quarter loss of $52.4 million, or $1.02 per
share, an increase of 229.3%,  or approximately  $36.5 million,  compared to the
same quarter in 1996.  The 1996 first quarter loss was $15.9  million,  or $0.39
per share.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

     Revenues  for the three  months  ended  March 31,  1997 were $7.6  million,
compared  to no revenues in the first  quarter of 1996.  Revenues  for the first
quarter of 1997  consisted  of $4.5 million for license fees and $3.1 million of
handsets and service  revenue  associated with the operation of the New YOrk MTA
PCS networks.

     Research and development expenses increased by 62.0%, or approximately $2.9
million,  to $7.7 million for the three months ended March 31, 1997, compared to
$4.8  million  for the three  months  ended March 31,  1996.  The  increase  was
primarily due to an increase of $1.1 million in rent, utility and other building
expenses,  $841,000 in payroll and related taxes, employee benefits and employee
recruiting costs associated with the Company's  continued growth and development
of the IS-661 technology, $279,000 in consulting fees, and $201,000 in equipment
purchases including computers and software.

     Sales,  general  and  administrative   expenses  increased  by  439.2%,  or
approximately  $22.7 million,  to $27.9 million for the three months ended March
31, 1997, compared to $5.2 million for the three months ended March 31, 1996. Of
this  increase,  $7.9  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
$8.8 million in  advertising  and  promotion,  and $1.2 million in  interconnect
fees.  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 197.6%,  or approximately  $6.9
million, to $10.4 million for the three months ended March 31, 1997, compared to
$3.5 million for the three  months ended March 31, 1996.  The increase is due to
depreciation from the Company's network infrastructure  equipment as a result of
activation of the New York metropolitan area PCS networks.

     Interest and other income  increased  approximately  $3.3 million,  to $4.7
million for the three months  ended March 31, 1997  compared to $1.4 million for
the three months  ended March 31, 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 380.6%, or approximately  $14.7 million,  to
$18.6 million for the three months ended March 31, 1997 compared to $3.9 million
for the three months ended March 31, 1996.  The increase was due to $6.2 million
of interest expense for the New York MTA Pioneer Preference  license,  and $12.4
million for the 1996 Senior  Notes.  The Company  capitalized  interest of $12.1
million during the first quarter of 1997.

     Net loss  increased  by 229.2%,  or  approximately  $36.5  million to $52.4
million for the three months ended March 31, 1997  compared to $15.9 million for
the three months  ended March 31, 1996.  This  increase was  primarily  due to a
general increase in operating expenses,  as well as an increase of $11.5 million
in net interest expense.


                                     - 9 -
<PAGE>

Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995

     Research and development  expenses  increased by 108.7%,  or  approximately
$2.5 million, to $4.8 million for the three months ended March 31, 1996 compared
to $2.3  million for the three  months  ended March 31,  1995.  The increase was
primarily  due to an increase of $1.0  million in the  purchase of research  and
development  components  and an increase of $1.2  million in payroll and related
taxes,  employee  benefits and employee  recruiting  costs  associated  with the
Company's  continued  growth and its development of the IS-661  technology.  The
Company expects that research and development expenses will continue to increase
significantly during the remainder of 1996 as compared to 1995.

     Sales,  general  and  administrative   expenses  increased  by  188.9%,  or
approximately $3.4 million, to $5.2 million for the three months ended March 31,
1996 compared to $1.8 million for the three months ended March 31, 1995. Of this
increase,  $947,000 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 $750,000
in consulting service fees,  $283,000 in rent and utility expenses,  $261,000 in
legal fees,  $216,000 in  tradeshow  and other  business  development  expenses,
$143,000 in equipment rentals and leases and $100,000 in insurance expense.  The
Company  expects  that such  expenses  will  continue to increase  significantly
during 1996, as the Company continues to expand its operations.

     Depreciation  and   amortization   increased  by  30.0%,  or  approximately
$811,000,  to $3.5 million for the three months ended March 31, 1996 compared to
$2.7 million for the three months ended March 31, 1995. The increase in the 1996
period was due to depreciation on a building and related  building  improvements
acquired in late 1995, combined with a general increase in depreciation  related
to the Company's research and development equipment.

     Interest income increased  approximately $1.3 million,  to $1.4 million for
the three months  ended March 31, 1996  compared to $50,000 for the three months
ended March 31, 1995. The increase was due to excess cash invested in short term
interest bearing investments. The increase in cash and cash equivalents resulted
from the issuance of $25.0  million in senior  notes in November  1995 and $25.0
million in  convertible  notes in November and December 1995 and the proceeds of
$119.8 million  received from the Company's  initial public  offering in January
1996.

     Interest expense decreased by 51.3%, or approximately $4.1 million, to $3.9
million for the three months  ended March 31, 1996  compared to $8.0 million for
the three months ended March 31, 1995. The interest expense for the three months
ended March 31, 1995 included $7.7 million of accrued  interest  expense related
to the New York MTA License.  On March 8, 1996, the FCC adopted an order setting
the  interest  rate for the  License at 7.75% per annum  accruing  from March 8,
1996.  As a result,  the  Company  reversed  $33.5  million of accrued  interest
related to the New York MTA License during  December  1995. Had this  adjustment
been  retroactively  recorded in the three months ended march 31, 1995,  the net
loss and loss per share would have been $7.1 million and $0.23, respectively.

     Net loss increased by 8.2%, or approximately $1.2 million, to $15.9 million
for the three  months  ended  March 31, 1996  compared to $14.7  million for the
three months ended March 31, 1995.  This increase was primarily due to a general
increase in operating  expenses,  partially offset by a decrease of $5.5 million
in net interest expense.

                                     - 10 -
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     For the three  months  ended March 31,  1997,  the Company has financed its
operations and met its capital requirements  primarily through vendor financing.
These  financing  activities  provided  net cash of $74.3  million for the three
months ended March 31, 1997 compared to $83.7 million for the three months ended
March 31,  1996.  Operating  activities  used net cash of $54.8  million for the
three  months  ended March 31,  1997,  compared  to $10.9  million for the three
months ended March 31, 1996. The increase resulted from the Company's additional
activity relating to supporting product  development,  operation of the New York
MTA network,  buildout of the Company's core PCS networks,  and interest expense
associated with the Company's related obligations. Investing activities used net
cash of $36.2  million for the three months  ended March 31,  1997,  compared to
$3.3  million  for the three  months  ended  March 31,  1996.  The  increase  in
investing  activities  consists of $78.3  million for  purchases of New York MTA
infrastructure   related  items  and  lab  equipment  used  in  engineering  and
manufacturing,  and $28.9  million for the down  payment on the D, E and F Block
licenses, $9.9 million in capitalized interest relating to the C Block licenses;
offset by cash  provided  from the refund of the $60.0  million  FCC deposit and
$21.0 million net from short and long term investments.

     As of March 31,  1997,  the Company had  working  capital of  approximately
$232.5 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.  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 March 31, 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,  matures
on June 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 March 31,  1997,  the  Company  had an  outstanding  balance of
approximately  $14.9  million of the  working  capital  portion 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.

     The Company  entered  into a credit  facility  with  Ericsson,  dated as of
August 7, 1996, to provide financing to the

                                     - 11 -
<PAGE>

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.  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.

     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,  thatis  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.

     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 and is  expected  to pay an
additional  $93.1 million  shortly after the licenses are issued.  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  and  Ericsson  Credit  Facility,  will be  sufficient  to fund
operating  losses,  capital  expenditures and working capital  necessary for the
initial buildout of the Company's PCS networks.  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,
resulting in an increase in the Notes  effective yield to  approximately  14.6%.
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.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     The Company believes that its future operating  results over both the short
and long term  will be  subject  to annual  and  quarterly  fluctuations  due to
several  factors,  some of which are outside the control of the  Company.  These
factors   include  the  cost  of  buildout  of  the  networks   (including   any
unanticipated  costs associated  therewith),  fluctuating  market demand for the
Company's  equipment and services,  establishment of a market for PCS,  pricing,
competitive services, the timing of significant orders for its equipment, delays
in  the  introduction  of  the  Company's   equipment,   competitive   equipment
introductions,  changes in the regulatory environment, the cost and availability
of equipment components and general economic conditions.

     The Company's success in the  implementation  and operation of its networks
is subject to  certain  factors  beyond the  Company's  control.  These  factors
include,  without  limitation,   changes  in  the  general  and  local  economic
conditions,  availability of equipment,  changes in communication  service rates
charged by others,  changes in the supply and demand for PCS and the  commercial
viability of PCS systems as a result of  competition  from wireline and wireless
operators  in the same  geographic  region,  changes  in the  federal  and state
regulatory  schemes  affecting  the  operation  of PCS  systems  (including  the
enactment of new statutes and the promulgation of changes in the  interpretation
or  enforcement  of  existing  or new  rules and  regulations)  and  changes  in
technology  that have the  potential  of rendering  obsolete  the  Omnipoint/GSM
system planned for deployment.  In addition,  the extent of the potential demand
for PCS in the  Company's  markets  cannot  be  estimated  with  any  degree  of
certainty.  There can be no assurance that one or more of these factors will not
have an adverse  effect on the  Company's  financial  conditions  and results of
operations.

                                     - 12 -
<PAGE>

                          Part II -- Other Information

ITEM 6: EXHIBITS AND REPORTS ON FORM 10-Q

(a)  Exhibits
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

                                     - 13 -
<PAGE>

                     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           [Intentionally left blank]
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, dated 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.
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 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 Equipment, 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 Equipment, 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 Registrant and Bender & Company, Inc.
10.53@@         Lease Agreement, dated March 1, 1996, by and between Omniset
                    Corporation and Roots Stone Limited Partnership.

                                     - 14 -
<PAGE>

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.

                ---------------------------
@      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
           on 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 the  Company's  Annual Report on
           Form 10-K for the fiscal year ended December 31, 1995.
**     Incorporated by reference to the Company's Current Report on Form 8-K,
           filed May 3, 1996.
***        Incorporated by reference to the Company's Annual Report on Form 10-K
           for the fiscal year ended December 31, 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 406 of the
          Act, which application was granted by the Commission.
++        Portions of this Exhibit were  omitted and 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 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.

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

                                     - 15 -
<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:        May 15, 1997                              /S/ BRADLEY E. SPARKS
         ------------------------                     -------------------------
                                                       Bradley E. Sparks
                                                       Chief Financial Officer