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  September 30,
1996
                                       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.
         

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

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 522-7778

           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:  50,659,962 shares of common
stock were outstanding as of October 31, 1996.

<PAGE>

<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Note 1)

                                                OMNIPOINT CORPORATION

                                             CONSOLIDATED BALANCE SHEETS

                                          (In thousands, except share data)
<S>                                                                                <C>               <C>   
                                                                                    September 30,
                                                                                        1996           December 31,
                                                                                     (unaudited)          1995
                                                                                   ----------------  ----------------
                                      ASSETS

Current assets:
  Cash and cash equivalents                                                        $    161,669       $   57,784
  Short term investments                                                                 57,023               -
  Escrow deposit                                                                         27,123               -
  Prepaids and other assets (Note 3)                                                      1,146            5,040  
  Inventory (Note 2)                                                                      7,964            1,310
                                                                                   ----------------  ----------------
   Total current assets                                                                 254,925           64,134
Fixed assets, net (Note 4)                                                               93,666           18,957
FCC licensing  costs,  net of  accumulated  amortization  of $15,632  and
    $9,116 as of September 30, 1996 and December 31, 1995, respectively                 743,241          338,402
Network infrastructure deposit                                                            2,052               -
FCC deposit                                                                              60,000           40,000
Escrow deposit                                                                           26,357               -
Long term investments                                                                     5,063               -
Deferred financing costs and other intangible assets, net of accumulated
   amortization of $1,236 and $987 as of September 30, 1996 and December
   31, 1995, respectively                                                                20,522           13,497
                                                                                   ----------------  ----------------
      Total assets                                                                 $  1,205,826      $   474,990
                                                                                   ================  ================

                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                                                        2,575            3,331
  Accrued expenses (Note 5)                                                               7,238            4,593
  Payable for Network Infrastructure equipment                                           24,518               -
  Accrued interest payable                                                                  500              388
  Capital lease obligations - current portion                                                95              182
  Credit agreement                                                                           -            36,500
  Convertible Subordinated Notes                                                             -            16,250
  Deferred revenue                                                                           -             4,300
                                                                                  ----------------  -----------------
          Total current liabilities                                                      34,926           65,544

Capital lease obligations - long term portion                                                12              106
Loan payable under financing agreement                                                       -            31,758
Senior notes                                                                             18,136           16,485
11 5/8% Senior notes due 2006 (Note 7 and 16)                                           250,000               -
FCC license obligations (Note 8 and 9)                                                  707,960          347,518

<PAGE>

Commitments and contingencies (Note 10 and 14)

Redeemable  convertible  preferred  stock,  $.01  par  value,  5,750,000  shares
  authorized  at  December  31,  1995:
  Series  A;  666,667  shares  issued and outstanding at December 31, 1995
            (at liquidation preference)                                                      -             1,500
  Series    B;  cumulative   preferred   stock;   1,651,714  shares  issued  and
            outstanding at December 31, 1995 (liquidation  preference of $17,244
            at December 31, 1995), net of issuance costs                                     -            15,919
  Series    C;  cumulative   preferred   stock;   1,866,338  shares  issued  and
            outstanding at December 31, 1995 (liquidation  preference of $29,106
            at December 31, 1995), net of issuance costs                                     -            26,708

Stockholders' equity (deficit):
  Common stock, par value, $.01 per share;
   75,000,000  shares  authorized;  24,658,618  shares issued and outstanding at
   December 31, 1995 and 50,631,748  shares issued and  outstanding at September
   30, 1996                                                                                 505              247
  Additional paid-in capital                                                            321,078           29,860
  Accumulated deficit                                                                  (124,762)         (59,498)
  Unearned compensation                                                                    (831)             (23)
  Notes receivable                                                                       (1,198)          (1,134)
                                                                                   ----------------  ----------------
      Total stockholders' equity (deficit)                                              194,792          (30,548)
                                                                                   ================  ================
      Total liabilities and stockholders' equity                                   $  1,205,826      $   474,990
                                                                                   ================  ================

</TABLE>

                 See notes to consolidated financial statements

<PAGE>

<TABLE>
<CAPTION>
                              OMNIPOINT CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                      (In thousands, except per share data)
<S>                                                    <C>                <C>                <C>               <C>   


                                                       Three Months Ended September 30,       Nine Months Ended September 30,
                                                       ----------------------------------    ----------------------------------
                                                            1996               1995               1996              1995
                                                       ----------------   ---------------    ----------------  ----------------

Revenues
                                                       $         -        $         -        $         -       $            -


Operations expenses:
  Research and development                                     8,251             3,643              21,669             8,820
  Sales, general, and administrative                          11,418             3,649              21,457             8,098
  Depreciation and amortization                                2,779             2,907               9,374             8,288
                                                       ----------------   ---------------    ----------------  ----------------
      Total operating expenses                                22,448            10,199              52,500            25,206

      Loss from operations                                   (22,448)          (10,199)            (52,500)          (25,206)


Other income (expense):
  Interest and other income                                    3,119               400               5,830               579
  Interest expense related to the New York MTA
    License obligation reversed in December 1995 (Note 8)         -             (8,270)                 -            (23,983)
  Interest expense                                            (8,522)               -              (18,594)             (622)
                                                       ----------------   ---------------    ----------------  ----------------

            Net loss                                   $     (27,851)     $    (18,069)      $     (65,264)    $     (49,232)
                                                       ================   ===============    ================  ================

      Loss per share                                   $       (0.55)     $      (0.58)      $       (1.44)    $       (1.28)
                                                       ================   ===============    ================  ================

Weighted average common shares outstanding                    50,278            31,397              45,458            38,597
                                                       ================   ===============    ================  ================

</TABLE>

                 See notes to consolidated financial statements

<PAGE>
<TABLE>
<CAPTION>

                              OMNIPOINT CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                 (In thousands)
<S>                                                                                <C>             <C>    

                                                                                        Nine Months Ended
                                                                                          September 30,
                                                                                   -----------------------------
                                                                                       1996            1995
                                                                                   -------------   -------------
Cash flows used in operating activities:
  Net loss                                                                         $   (65,264)    $   (49,232)
  Adjustments to reconcile net loss to net cash used in operating activities:
     Amortization and depreciation                                                       9,374           8,288
     Compensation expense from stock grants                                                174              70
     Increase in employee notes receivable and related accrued interest                    (64)           (108)
     Accrued interest                                                                      112              -
     Interest expense associated with warrants                                              -              300
     Issuance of common stock in exchange for services                                      -               59
     Interest expense associated with amortization of discount and issuance costs        1,921              -
     Interest income associated with restricted cash                                      (265)             -
     Delivery of pilot system equipment funded by financing agreement                      540              -
     Changes in assets and liabilities:
       (Increase) decrease in operating assets:
          Prepaid expenses and other assets                                                (79)            (41)
          Inventory                                                                     (6,655)           (342)
       Increase (decrease) in operating liabilities:
          Accounts payable and accrued expenses                                          3,728            (359)
          Accrued interest payable on credit facility                                       -              139
          Accrued interest on New York MTA License obligation, reversed in
           December 1995                                                                    -           23,826
                                                                                   -------------   -------------

Net cash used in operating activities                                                  (56,478)        (17,400)
                                                                                   -------------   -------------

Cash flows used in investing activities:
     Purchase of equipment                                                             (64,611)         (1,334)
     Deposits for network infrastructure equipment                                      (2,052)             -
     Down payments for FCC licenses                                                    (50,913)             -
     Refund of FCC deposit                                                              40,000              -
     Deposits for FCC auctions                                                         (60,000)             -
     Purchase of investment securities                                                 (62,085)             -
                                                                                   -------------   -------------

Net cash used in investing activities                                                 (199,661)        (1,334)
                                                                                   -------------   -------------

Cash flows from financing activities:
     Proceeds from line of credit loan agreement                                            -          10,000
     Proceeds from issuance of preferred stock, net of issuance costs                       -          16,708
     Proceeds from issuance of common stock associated with warrants & options             693             89
     Proceeds from financing agreement                                                  55,549             -
     Payment on financing agreements                                                   (75,178)            -
     Payments of obligations under capital leases                                         (180)          (241)
     Proceeds from credit agreement                                                     60,000             -
     Payments on credit agreement                                                      (96,500)            -
     Proceeds from initial public offering, net of expenses                            118,437             -
     Proceeds from secondary public offering, net of expenses                          110,684             -
     Proceeds from offering of senior notes                                            188,056             -
     Dividends accrued and paid                                                         (1,537)            -
     Proceeds from credit facility, net of issuance costs                                   -           1,233
                                                                                   -------------   -------------
Net cash provided by financing activities                                              360,024         27,789
                                                                                   -------------   -------------
Net increase in cash and cash equivalents                                              103,885          9,055

<PAGE>

Cash and cash equivalents at beginning of period                                        57,784          5,543
                                                                                   -------------   -------------
Cash and cash equivalents at end of period                                         $   161,669     $   14,598
                                                                                   =============   =============
</TABLE>

Supplemental cash flow information (Note 15)

                 See notes to consolidated financial statements

<PAGE>
<TABLE>
<CAPTION>
                              OMNIPOINT CORPORATION

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

                        (In thousands, except share data)


                  For The Nine Months Ended September 30, 1996
<S>                           <C>          <C>          <C>            <C>            <C>            <C>            <C>

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

Balance, December 31, 1995   $24,658,618    $  247       $  29,860      $  (59,498)     $    (23)     $ (1,134)      $(30,548)
Dividends accrued on
   Series B and Series C
   Preferred Stock                    -        -              (273)            -              -             -            (273)
Shares issued at initial
   public offering,
   net of expenses             8,050,000        80         118,357             -              -             -         118,437
Shares issued at secondary
   public offering,
   net of expenses             4,500,000        45         110,639             -              -             -         110,684
Conversion of 
   subordinated debt           1,562,500        16          16,234             -              -             -          16,250
Conversion of
   preferred stock            10,605,591       106          44,597             -              -             -          44,703
Exercise of stock options        732,853         7             684                                                        691
Exercise of stock Warrants       346,999         4              (2)                                                         2
Options issued in form of 
   advanced compensation              -          -             982             -            (982)           -              -
Amortization of
   unearned compensation              -          -             -               -             174            -             174
Interest on employee
   notes receivable                   -          -             -               -              -            (80)           (80)
Forgiveness of employee
   notes receivable                   -          -             -               -              -             16             16
Net loss                              -          -             -           (65,264)           -             -         (65,264)
                            ------------  ----------   -------------   -----------    ------------    -----------    ---------- 
Balance, September 30, 1996 $ 50,456,561  $     505    $   321,078     $  (124,762)   $     (831)     $ (1,198)      $194,792
                            ============  ==========   =============   ===========    ============    ===========    ==========

</TABLE>

See notes to consolidated financial statements

<PAGE>


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 consolidated financial statements should be read in conjunction
     with the consolidated  financial  statements and the notes thereto included
     in the Company's 1995 Annual Report on Form 10-K.

     On January 31, 1996, the Company  completed an initial  public  offering in
     which  8,050,000  shares of common  stock were issued,  which  provided the
     Company with proceeds of approximately  $118.4 million net of expenses.  On
     July 3, 1996, the Company completed a secondary offering in which 4,500,000
     shares of common  stock  were  issued,  which  provided  the  Company  with
     proceeds of  approximately  $110.7  million net of expenses.  On August 27,
     1996, the Company  completed the sale of $250.0  million  senior  unsecured
     term notes,  which  provided  the Company  with  proceeds of  approximately
     $188.1million net of expenses and cash deposited in escrow to pay two years
     interest.

     Cash  equivalents  consist  primarily  of highly  liquid  investments  with
     original maturities of three months or less at date of acquisition.

     Short  term  investments  consist  primarily  of  money  market  notes  and
     preferred  stock,  commercial  paper and corporate  fixed income bonds with
     original maturities of less than twelve months.

     Pursuant to Statement of Financial Accounting Standards No. (SFAS) No. 115,
     debt  securities  that the Company has both the positive intent and ability
     to hold to maturity are carried at amortized cost. Debt securities that the
     Company does not have the  positive  intent and ability to hold to maturity
     and  all   marketable   equity   securities   are   classified   as  either
     available-for-sale  or trading and are  carried at fair  value.  Unrealized
     holding gains and losses on securities classified as available-for-sale are
     carried  as  a  separate  component  of  stockholders'  equity.  Unrealized
     holdings gains and losses on securities  classified as trading are reported
     as earnings.  The fair value of investments  is determined  based on quoted
     market prices.  The Company  determines the appropriate  classification  of
     marketable   securities  at  the  time  of  purchase  and  evaluates   such
     designation  at each balance  sheet date.  The costs of debt  securities is
     adjusted  for  amortization  of premiums  and  accretion  of  discounts  to
     maturity. Such amortization, interest income, realized gains and losses and
     declines  in value  judged  to be other  than  temporary  are  included  in
     interest  and other  income.  The cost of  securities  is based on specific
     identification.

     At  September  30,  1996,  $25.4  million of trading  securities  and $31.6
     million  of  held  to  maturity  securities  were  included  in  short-term
     investments.  The trading  securities  consists of money  market  preferred
     stock.  The held to maturity  securities  consist of  commercial  paper and
     fixed  income  corporate  bonds.  

     Certain prior year amounts have been  reclassified to conform with the nine
     month presentation.

<PAGE>


2.   INVENTORY:

     There are two major inventory  components,  raw materials and GSM handsets.
     Raw materials are used in  development  of the  Company's  technology.  GSM
     handsets are recorded at the lower of cost or market and available for sale
     to subscribers in the New York MTA.  Inventory consists of the following at
     September 30, 1996 (unaudited) and December 31, 1995:

                                      September 30,       December 31,
                                         1996                1995
                                   ------------------  -----------------
                                              (In thousands)

             GSM Handsets          $        6,994      $          -
             Raw Materials                    970              1,310
                                   ------------------  -----------------

                                   $        7,964      $       1,310
                                    ==================  =================
3.   PREPAID EXPENSES AND OTHER ASSETS:

     Prepaid expenses and other assets consist of the following at September 30,
1996 (unaudited) and December 31, 1995:

                                           September 30,       December 31,
                                            1996                1995
                                         ------------------  -----------------
                                                       (In thousands)
          Advance payment for pilot
           system equipment financed
           through financing agreement  $      -             $  4,840
             Prepaid rent                     144                  -
             Insurance                        189                  -
             Deposits                         476                  83
             Other                            337                 117
                                         ------------------  -----------------

                                        $   1,146            $  5,040
                                         ==================  =================
 4.  FIXED ASSETS:

     Fixed  assets  including  equipment  under  capital  leases  consist of the
     following at September 30, 1996 (unaudited) and December 31, 1995:

                                              September 30,       December 31,
                                                 1996                1995
                                           ------------------  -----------------
                                                        (In thousands)
        Building                           $         1,843     $          1,190
        Office equipment                             2,253                  649
        Lab equipment                               10,095                3,693
        Network infrastructure equipment            57,422               12,634
        Cell sites                                  17,500                   -
        Furniture and fixtures                         674                  265
        Purchased software                           3,496                1,453
        Building and leasehold improvements          4,490                1,325
        Vehicles                                       454                  214
                                           ------------------  -----------------
                                                    98,227               21,423
        Less:  accumulated depreciation             (4,561)              (2,466)
                                           ------------------  -----------------
                                           $        93,666     $         18,957
                                           ==================  =================

     Network  infrastructure  equipment  includes  approximately $1.3 million of
     capitalized interest at September 30, 1996.

<PAGE>

5.   ACCRUED EXPENSES:

     Accrued expenses consist of the following at September 30, 1996 (unaudited)
and December 31, 1995:

                                            September 30,       December 31,
                                               1996                1995
                                          ------------------  -----------------
                                                      (In thousands)
        Salaries and benefits             $           2,333   $            724
        Bonuses                                          -                 350
        Relocation                                      510                539
        Professional fees                             3,674                464
        Accrued bond issuance costs                     292                 -
        Dividends                                        -               1,839
        Initial public offering/
          secondary offering costs                       -                 593
        Other                                           429                 84
                                          ------------------  -----------------

                                          $           7,238   $          4,593
                                          ==================  =================


6.    FOLLOW-ON EQUITY OFFERING:

     On July 3, 1996,  the  Company  completed a  follow-on  public  offering of
     4,500,000  shares of common  stock.  Net  proceeds to the  Company  totaled
     approximately $110.7 million after underwriters' commissions and associated
     offering  costs.  The net proceeds are expected to be used  principally for
     the second required principal payment and subsequent  interest payments for
     the Entrepreneurs'  Band C Block licenses,  for working capital and capital
     expenditures  related to the  Entrepreneurs'  Band networks and for the New
     York MTA operations.

7.    SENIOR NOTES OFFERING:

     On August 27, 1996, the Company  completed the private  placement of $250.0
     million  Senior  Unsecured  Ten  Year  term  notes.  The  Company  received
     approximately  $188.1  million,  net of  offering  costs and  placed  $53.3
     million in escrow to pay the first two years' interest. Prior to August 15,
     1999,  the Company may redeem,  with the net proceeds of one or more public
     equity offerings or sales of certain capital stocks, up to one-third of the
     notes  originally  outstanding at the  redemption  price of 111.625% of the
     principal  amount thereof,  plus accrued and unpaid interest and liquidated
     damages,  if  any,  to the  date of  redemption,  provided  that  at  least
     two-thirds of the notes remain outstanding. The notes will be redeemable at
     the  option of the  Company,  in whole or in part,  at any time on or after
     August 15, 2001, at redemption  prices set forth in the Company's  November
     15, 1996  Exchange  Offer  prospectus.  Additionally,  the Company filed an
     exchange  offer for these notes on Form S-4 that was declared  effective on
     November 5, 1996.  The public  notes  offered in  exchange  for the private
     placement notes are identical in all material respects (Note 16).

8.   NEW YORK MTA LICENSE OBLIGATION:

     Prior to December 31, 1995, the FCC had not implemented the exact terms for
     principal  and interest  payments on the New York MTA License.  The initial
     terms generally allowed for installment  payments over the first five years
     of the License with  interest-only for at least the first two years.  Since
     payments  did not begin until after the New York MTA License and  Pioneer's
     Preference  orders were no longer subject to judicial  review,  the FCC had
     not yet determined the interest rate to be charged or the timing and nature
     of the  installment  payments and related  issues.  Therefore,  the Company
     estimated  and accrued  interest at the prime rate (8.75% at September  30,
     1995) from the date of the New York MTA License obligation was awarded, and
     had recorded  accrued  interest as of September  30, 1995 of  approximately
     $25.4 million.  On March 8, 1996, the FCC adopted an Order which  specifies
     the license  payment  terms,  such as the interest  rate and  timetable for
     payment  of the  principal  obligations  for  recipients  of the  Pioneer's
     Preference  license.  The FCC adopted an interest  rate of 7.75%.  Payments
     commenced 30 days from the Order date or April 8, 1996,  and thereafter are
     due on April 30,  July 31,  October  31 and  January  31 over the next five
     years.  The five year  payment  period runs and  interest  accrues from the
     adoption date of March 8, 1996.

     Based on the  Order,  the  Company  revised  its  estimate  and  accrual of
     interest.   Pursuant  to  Accounting   Principles   Board  Opinion  No.  20
     "Accounting  Changes,"  this change in accounting  estimate was recorded in
     the Company's


     financial  statements during December 1995, resulting in a decrease in 1995
     interest expense of approximately  $33.5 million.  Had this adjustment been
     retroactively recorded in the nine months ended September 30, 1995, the net
     loss and loss per common share would have been $(25.2) million and $(0.65),
     respectively.

9.   ENTREPRENEURS' BAND C BLOCK LICENSES:

     The Company successfully bid for 18 Entrepreneurs' Band BTA licenses for an
     aggregate  price of $509.1  million.  The Company  made its down payment of
     10%,  or $51.0  million  in two  equal  installments,  on May 14,  1996 and
     September  24, 1996.  The licenses were awarded to the Company on September
     17, 1996. The remaining 90%, of the license payments, or $458.2 million, is
     due in quarterly  installments  beginning  in the year 2003 and  continuing
     until 2006. The license  payments bear interest at 7% per annum until paid.
     The  license  payments  and  amount  for the  Entrepreneurs'  Band  BTA are
     accounted  for  in  accordance  with  the  recently  agreed  upon  industry
     practices.  Based on the  Company's  estimate of  borrowing  costs for debt
     similar  to that  issued  by the US  government,  the  Company  used an 11%
     discount  rate.  Accordingly,  the licenses  were recorded at a net present
     value of  $411.0  million.  Interest  incurred  for such  licenses  will be
     capitalized  during the  buildout  phase and  amortization  of such license
     costs will begin with the commencement of service to customers.


10.  ERICSSON AGREEMENTS:

     On April 16, 1996, Ericsson, Inc. ("Ericsson") and the Company entered into
     definitive  agreements  governing (i) the licensing and supply  arrangement
     related  to the  Omnipoint  System,  (ii)  the  purchase  by  OCI or  other
     Omnipoint  affiliates of PCS 1900  handsets,  (iii) the sale by Ericsson of
     IS-661 and GSM infrastructure  equipment, and (iv) cooperation of marketing
     standards  and technical  activities.  Under the terms of the licensing and
     supply agreement,  Ericsson will pay license fees and royalties,  including
     an initial  $4.5  million  license  fee after the Company  places  purchase
     orders for $85.0 million of equipment and services. In addition,  under the
     agreement  for the  purchase  of  Ericsson  infrastructure  equipment,  the
     Company and its affiliates  will purchase $250.0 million of a mix of IS-661
     and PCS 1900  infrastructure  equipment.  Under the handset agreement,  the
     Company will purchase GSM handsets.  These  commitments are to be fulfilled
     within  five  years of the date upon  which the  definitive  agreement  was
     executed. In April 1996, the Company entered into a non-binding  memorandum
     of understanding with Orbitel Mobile  Communications  Ltd.  ("Orbitel"),  a
     wholly-owned subsidiary of Ericsson, which contemplates agreements pursuant
     to which Orbitel will develop,  manufacture  and supply to the Company both
     IS-661 and dual mode  IS-661/PCS  1900 handsets under a mutually  agreeable
     timetable  after  OCI  agrees  to  a  minimum  purchase  commitment  to  be
     determined when the parties have  ascertained  the resources  necessary for
     the  development  and  manufacture of such  handsets.  The Company signed a
     credit facility with Ericsson to provide financing to the Company for up to
     $132.0  million for the purposes 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,  matures on June 30, 1998.  The  principal  amount on
     other  portions of the  facility are payable in  installments  beginning in
     2000, with the final payment due on December 31, 2004. Amounts borrowed and
     repaid are not available for re-borrowing unless allowed by mutual consent.
     Interest on the Ericsson  Credit  Facility is payable  quarterly at varying
     interest rates at a base or LIBOR rate at the Company's election.

     Under the terms of the Ericsson Credit Facility,  the Company's subsidiary,
     Omnipoint  Communications,  Inc.("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  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 passu basis with Northern Telecom.

     The Company  paid all  outstanding  balances to Ericsson on  September  30,
     1996, or approximately $2.1 million.
<PAGE>

11.  DELIVERY OF IS-661 PILOT SYSTEM:

     The Company's  Equipment  division is  developing a proprietary  technology
     that is suitable for a variety of digital wireless applications,  including
     mobile network  systems and wireless  local loop. The Company's  technology
     can be  integrated  with wireless  Global System for Mobile  Communications
     networks  and  local  telephone  switching   platforms.   This  technology,
     officially  designated  as  IS-661  by the  Joint  Technical  Committee  on
     Wireless Access, is a proprietary  Common Air Interface system using spread
     spectrum.

     During the first nine  months of 1996,  the  Company's  Equipment  division
     manufactured and delivered the IS-661 pilot system to the Service division.
     The Company recognized deferred revenue and deferred assets as research and
     development  expenses  associated with the delivery and installation of the
     pilot system.


12.  LINE OF CREDIT
     In  August  1996,  the  Company,  through  its  subsidiary,  Omnipoint  PCS
     Entrepreneurs  Two ("OPCSE Two"),  entered into a secured  revolving credit
     facility.  The  agreement  provided  for up to $100.0  million in revolving
     credit  for a  maximum  of nine  months  from  its  initial  funding  date.
     Subsequent  to the  initial  drawing,  the  committed  amount of the credit
     facility may not exceed the initial drawing. The initial funding took place
     on August 12, 1996, in the amount of $60.0 million and was repaid on August
     13,  1996.  The facility is secured by all assets of OPCSE Two and a pledge
     of all capital stock of OPCSE Two owned by a wholly-owned subsidiary of the
     Company. The Company has also guaranteed the payment and performance of the
     OPCSE Two's obligation.

13.  D, E AND F BLOCK AUCTION:


     In August 1996,  the Company made a $60.0  million  deposit with the FCC to
     participate  in the D, E and F Block  auction.  The deposit  qualifies  the
     Company to  participate in the D, E and F Block auction and will be used to
     satisfy any commitments  arising from the Company's  successful  bidding in
     the D,  E and F  Block  auction.  Winning  bidders  for  the D and E  Block
     licenses must submit sufficient funds to bring the to total amount of money
     on  deposit  with the FCC to 20% of their  net  winning  bids  within  five
     business  days of the  auction  closing  notice and pay the  remaining  80%
     within five business  days of the license  grant.  F Block winning  bidders
     will  receive  15% or 25% bidding  credit if their  annual  gross  revenues
     averaged over the preceding three calendar years is less than $40.0 million
     or $15.0 million, respectively.  Within five business days after release of
     the D, E and F Block auction closing notices,  F Block winning bidders must
     submit  sufficient funds to bring the total amount of money on deposit with
     the FCC to 10% of their net winning bids.  Within five business days of the
     license  grant, F Block winners must bring the total amount on deposit with
     the FCC up to 20% of their  net  winning  bids,  and may  execute a 10-year
     promissory note for the balance.


14.  COMMITMENTS AND CONTINGENCIES:

     During 1994,  the Company  entered  into an  agreement  to purchase  $100.0
     million of equipment  and services  over the next five years with  Northern
     Telecom. Under the terms of the Supply Agreement,  if the conditions of the
     purchase obligation of Omnipoint  Communications  Inc., a subsidiary of the
     Company ("OCI"),  are satisfied and OCI fails to purchase $100.0 million of
     equipment  and  services,  it  may  have  to  pay a  penalty  of 10% of the
     satisfied portion of the $100.0 million,  which may be waived under certain
     conditions. On July 21, 1995, the Company entered into an amendment to this
     supply agreement to increase the purchase commitment from $100.0 million to
     $250.0 million. The Company has purchased approximately $61.0 million under
     this purchase commitment as of September 30, 1996.

     On December 12, 1995, the Company and Hansol Paper Co., Ltd. ("Hansol") and
     its Telecom  affiliates entered into a strategic alliance for the promotion
     of the  Omnipoint  System in the Republic of Korea and other parts of Asia,
     and the  grant of a  license  to Hansol  to  manufacture  Omnipoint  System
     handsets.  The agreement provides that Omnipoint will enter into a purchase
     order, subject to certain preconditions,  including competitive pricing, to
     acquire from Hansol  handsets for sale to  subscribers  in areas covered by
     licenses,  if any,  purchased  by the  Company in the  Entrepreneurs'  Band
     auction.

     On April 16, 1996, the Company, through its subsidiary,  OCI, signed a five
     year agreement  with Ericsson to purchase  $85.0 million of  infrastructure
     equipment , software and engineering, installation and testing services. Of
     this amount, $75.0 million shall relate to PCS 1900/GSM based equipment and
     services and $10.0  million or less shall relate to IS-661 based  equipment
     and

<PAGE>

     services.  In addition,  had the Company acquired C-Block licenses covering
     27.0 million  people,  beyond those in the New York MTA, the Company  would
     have been obligated to purchase $165.0 million in additional  equipment and
     services,  of which $105.0  million would relate to PCS 1900/GSM  equipment
     and services.  As the Company  acquired  less than the 27.0 million  people
     beyond the New York MTA, the Company  remains  obligated to make additional
     purchases,  but the $165.0  million and the $105.0  million will be reduced
     proportionately  to the actual  coverage  level  obtained or such  purchase
     level  commitments  shall be reduced in such  other  manner as the  parties
     agree is equitable.  The Company placed purchase  orders for  approximately
     $46.9 million under this purchase  commitment as of September 30, 1996. The
     NT and Ericsson  Credit  Facilities  are secured by a pledge of all capital
     stock of OCI  owned by a  wholly-owned  subsidiary  of the  Company  (which
     constitutes a 95.58%  ownership  interest) and  substantially  all of OCI's
     assets.  The Company  paid all  outstanding  balances to NT and Ericsson on
     September 30, 1996, or approximately $73.2 and $2.1 million, respectively.

     On July 1, 1996, the Company,  through its  subsidiary,  OCI, signed a five
     year  agreement with a provider of billing and  customer-care  services for
     which the Company will be provided with  software  products and services to
     support  its  billing  and  customer-service   requirements.   The  Company
     guaranteed  an annual voice  services  processing  commitment of 22,800,000
     voice  services  as  defined in the  agreement  over the next five years or
     $14.1 million.

     On June 28, 1996, the Company,  through its subsidiary,OCI,  signed a three
     year agreement to receive fault,  configuration and performance  management
     services  for its GSM  network  through a  nonexclusive  license of certain
     software.  The Company will pay a fee of $0.0866 per POP for each area that
     is managed,  directly or indirectly,  by this software. The Company made an
     initial  commitment  of 40 million POPs or $3.5  million.  The Company made
     payments of $1.0 million related to this commitment  prior to September 30,
     1996 and the remaining $2.5 million is due prior to June 30, 1997.


<PAGE>
<TABLE>
<CAPTION>

15.  SUPPLEMENTAL CASH FLOW INFORMATION (UNAUDITED):
         <S>                                                                        <C>                 <C>    

                                                                                       Nine Months Ended September 30,
                                                                                          1996                1995
                                                                                    ------------------  -----------------
                                                                                               (In thousands)
         Noncash investing and financing activities:
           Capital lease obligations incurred                                                   -                  88
           Government financing for FCC licenses                                           360,442                 -
           Common stock issued upon conversion of subordinated notes                        16,250                 -
           Issuance of options as a form of advanced compensation                              982                 -
           Common stock issued in exchange for employee notes receivable                        -                  75
           Conversion of preferred stock in connection with the offering                    44,703                 -
           Issuance of Series B preferred stock in payment of Series B
               dividend                                                                        576              1,517
           Pilot system equipment funded by financing agreement                              1,321                 -
           Issuance of Series C preferred stock in exchange for amounts
                due under the line of credit                                                    -              10,000
           Dividends accrued on Series B and Series C preferred stock                           -               1,030
           Proceeds from credit facility used to pay origination fee                            -               7,500
           Common stock issued in exchange for services                                         -                  58

</TABLE>

16.  SUBSEQUENT EVENTS (UNAUDITED):

     SENIOR NOTES EXCHANGE OFFER FILED ON REGISTRATION FORM S-4

     The Company  offered to exchange (the "Exchange  Offer") its 11 5/8% Senior
     Notes due 2006, which have been registered on Form S-4 under the Securities
     Act of  1933,  as  amended  (the  "New  Notes"),  for  any  and  all of its
     outstanding 11 5/8% Senior Notes due 2006 (the "Old Notes") .

     The Prospectus containing the terms and conditions of the Exchange Offer is
     dated November 5, 1996.
     The Company will accept for exchange any and all old notes that are validly
     tendered and not withdrawn  prior to the Exchange Offer  expiration at 5:00
     p.m.  December 10, 1996.  Tenders of Old Notes may be withdrawn at any time
     prior to the expiration of the Exchange Offer.

     The New  Notes  will be  obligations  of the  Company  evidencing  the same
     indebtedness  as the Old Notes and is governed by the same indenture as the
     Old Notes.



<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. 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 third quarter 1996 loss of $27.9 million or $0.55 per
share, an increase of 54.1%, or approximately $9.8 million, compared to the same
quarter in 1995.  For the nine months  ended  September  30,  1996,  the Company
reported a loss of $65.3 million,  or $1.44 per share,  an increase of 32.7%, or
approximately $16.1 million, compared to the same period in 1995. The 1995 third
quarter loss was $18.1 million,  or $0.58 per share,  and a nine month 1995 loss
of $49.2 million, or $1.28 per share. On March 8, 1996, the FCC adopted an order
setting  the  interest  rate for the New York MTA  License  at 7.75%  per  annum
accruing from March 8, 1996. As a result,  the Company reversed accrued interest
of $33.5 million  related to the License in December 1995.  Had this  adjustment
been retroactively recorded in the nine months ended September 30, 1995, the net
loss and loss per share would have been $25.2  million and $0.65,  respectively.
For the three month period ending  September 30, 1995,  the loss would have been
$9.8 million, or $0.31 per share.

RESULTS OF OPERATIONS

     Three  Months  Ended  September  30, 1996  Compared to Three  Months  Ended
September 30, 1995

     Research and development  expenses  increased by 130.6%,  or  approximately
$4.7  million,  to $8.3 million for the three months  ended  September  30, 1996
compared to $3.6  million for the three  months ended  September  30, 1995.  The
increase was primarily due to an increase of $1.3 million for project management
and other costs  associated with the buildout of the IS-661 pilot system and New
York MTA PCS 1900  infrastructure,  an increase of $355,000 for equipment leases
and  rentals,  and an  increase of $2.4  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  216.7%,  or
approximately  $7.8  million,  to  $11.4  million  for the  three  months  ended
September 30, 1996 compared to $3.6 million for the three months ended September
30, 1995. Of this increase,  $1.9 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 $1.7 million in  advertising  and promotion,  $280,000 in consulting  service
fees, $1.2 million in rent, utility and other building expenses, and $358,000 in
equipment  rentals  and leases.  The Company  expects  that such  expenses  will
continue to increase  significantly  during the remainder of 1996 as the Company
continues to expand its operations.

     Depreciation and amortization decreased by 4.4%, or approximately $128,000,
to $2.8 million for the three months ended  September  30, 1996 compared to $2.9
million for the three months ended September 30, 1995. Depreciation on operating
network  assets being  deployed  within the New York MTA will  commence once the
network is launched.

     Interest and other income  increased  approximately  $2.7 million,  to $3.1
million for the three months ended  September  30, 1996 compared to $400,000 for
the three months ended  September 30, 1995. The increase was due to the increase
in interest earned on interest  bearing cash and cash equivalents and short term
and long term  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,  the proceeds of
$118.4 million  received from the Company's  initial public  offering in January
1996,  $110.7 million from a follow-on  public offering in July 1996, and $188.1
million for sale of 11 5/8% senior notes in August 1996 (the "Senior Notes").

     Interest  expense  increased by 3.0%, or  approximately  $252,000,  to $8.5
million for the three months ended  September  30, 1996 compared to $8.3 million
of the three months ended September 30,1995.  The interest expense for the three
months  ended  September  30, 1995  included  $8.3  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 September
30,  1995,  the net loss and loss per share  would  have been $9.8  million  and
$0.31, respectively.

     Net loss increased by 54.1%, or approximately $9.8 million to $27.9 million
for the three months ended  September 30, 1996 compared to $18.1 million for the
three months ended  September  30, 1995.  This  increase was  primarily due to a
general increase in operating  expenses,  partially offset by a decrease of $2.5
million in net interest expense.



Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30,
1995

     Research and development  expenses  increased by 146.6%,  or  approximately
$12.9  million,  to $21.7  million for the nine months ended  September 30, 1996
compared to $8.8  million for the nine months  ended  September  30,  1995.  The
increase  was  primarily  due to an increase of $1.5  million in the purchase of
research and development components and non-recurring  engineering,  an increase
of $1.0 million for the  development  and  delivery of a pilot  IS-661  mobility
system,  an increase of $1.3  million  for  project  management  and other costs
associated  with the  buildout of the IS-661  pilot  system and New York MTA PCS
1900  infrastructure,  an increase  of $1.2  million  for  equipment  leases and
rentals and an increase of $5.7 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  165.4%,  or
approximately  $13.4  million,  to  $21.5  million  for the  nine  months  ended
September 30, 1996 compared to $8.1 million for the nine months ended  September
30, 1995. Of this  increase,  $4.1 million was due to 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
$1.2 million in  consulting  service fees,  $2.1 million in rent,  utilities and
other  building  expenses,  $342,000  million  in legal  fees,  $1.8  million in
advertising  and  promotions,  $887,000  in  equipment  rentals  and  leases and
$224,000 in travel 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 13.3%, or  approximately  $1.1
million,  to $9.4 million for the nine months ended  September 30, 1996 compared
to $8.3 million for the nine months ended  September  30, 1995.  The increase in
the 1996  period was due to a general  increase in  depreciation  related to the
Company's research and development equipment.

     Interest and other income  increased  approximately  $5.3 million,  to $5.8
million for the nine months ended  September  30, 1996  compared to $579,000 for
the nine months ended  September 30, 1995.  The increase was due to the increase
in interest earned on interest bearing cash and cash  equivalents.  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 $118.4 million received from the Company's
initial  public  offering  in January  1996,  $110.7  million  from a  follow-on
offering in July 1996 and $188.1  million  from a sale of Senior Notes in August
1996.

 Interest expense  decreased by 24.4%, or approximately  $6.0 million,  to $18.6
million for the nine months ended  September  30, 1996 compared to $24.6 million
of the nine months ended  September 30, 1995. The interest  expense for the nine
months ended  September  30, 1995 included  $24.0  million of accrued  estimated
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 nine months ended September
30,  1995,  the net loss and loss per share  would have been $25.2  million  and
$0.65, respectively.

     Net loss  increased  approximately  $16.1  million to $65.3 million for the
nine months  ended  September  30, 1996  compared to $49.2  million for the nine
months ended  September  30, 1995.  This increase was primarily due to a general
increase in operating expenses,  partially offset by a decrease of $11.3 million
in net interest expense.


LIQUIDITY AND CAPITAL RESOURCES

     For the nine months ended  September 30, 1996, the Company has financed its
operations and met its capital requirements primarily through its initial public
offering and follow-on public  offering,  vendor financing and the Senior Notes.
These  financing  activities  provided  net cash of $360.0  million for the nine
months ended  September  30, 1996  compared to $27.8 million for the nine months
ended  September 30, 1995.  Operating  activities used net cash of $56.5 million
for the nine months ended  September  30, 1996 compared to $17.4 million for the
nine months ended  September 30, 1995. The increase  resulted from the Company's
additional  activity relating to supporting product development and commencement
of the New York MTA  network  buildout.  Investing  activities, network  assets,
licenses,  and lab equipment used net cash of $199.7 million for the nine months
ended  September  30, 1996  compared  to using $1.3  million for the nine months
ended  September 30, 1995. The increase  consists of $64.6 million for purchases
of New  York  MTA  infrastructure  related  items  and  lab  equipment  used  in
engineering  and  manufacturing,  and $50.9  million for the down payment on the
Entrepreneur's  Band FCC,  $20.0  million in  additional  FCC deposits and $62.1
million for short and long term investments.

     As of September 30, 1996, the Company had working capital of  approximately
$220.0 million.  In January 1996,  working capital  increased by $135.4 million,
from a deficit of $1.4  million at December  31,  1995,  to $134.0  million upon
receiving  $118.4  million of proceeds,  net of  expenses,  from the issuance of
8,050,000  shares of Common Stock in the Company's  initial public  offering and
the reduction of current  liabilities of $36.5 million and $16.3 million related
to the repayment of debt outstanding  pursuant to a certain credit agreement and
the  conversion  of $25.0  million of  convertible  subordinated  notes upon the
initial  public  offering,  respectively.  The  increase in working  capital was
partially  offset by the cash used to repay  short-term  debt. In July 1996, the
Company received approximately $110.7 million of proceeds, net of expenses, from
the  issuance of  4,500,000  shares of Common  Stock.  The  Company  sold $250.0
million in Senior Notes in August  1996,  yielding  the Company  $188.1  million
after  deducting  expenses and $53.3 million in escrowed  funds.  Items reducing
working  capital  include an additional  $20.0  million in FCC  deposits,  $50.9
million for a 10 percent down payment on the FCC  Entrepreneur C Block licenses,
and a $75.2 million repayment of vendor financing debt.

     On  March 8,  1996 the FCC  adopted  an  order  regarding  the New York MTA
License,  the terms and  conditions  of which are as  follows:  (i) a  five-year
payment  period with  interest  accruing at 7.75% from the adoption  date of the
order  with  the  first  payment  due on the 30th day  following  such  date and
subsequent  payments due quarterly on April 30, July 31,  October 31 and January
31, (ii) interest only payments for the first two years and (iii)  principal and
interest  payments for the  remaining  three  years.  The Company made the first
interest  payment of $2.2  million on April 5, 1996.  The Company  made a second
payment of $4.5  million,  representing  interest  from April 8 through June 30,
1996, on April 30, 1996.

     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
purchased  approximately  $61.0  million of equipment  and  services  under such
agreement.  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") 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.

     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 September 30, 1996, the Company  repaid the entire  outstanding
balance of approximately $58.9 million of the NT Credit Facility.

<PAGE>

     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 September 30, 1996,  OCI repaid all  outstanding
balances  (principal  and  accrued  interest)  of  approximately  $14.9  million
outstanding under the non-working capital portions of the facility.

     Subsequent  to  September  30,  1996,  the  Company has not  initiated  any
additional draws on the NT or Ericsson Credit Facilities.

     On November 29, 1995, the Company sold  convertible  notes in the aggregate
amount of $15.0  million,  together with warrants to purchase  375,000 shares of
Common Stock at an exercise price of $.004 per share.  On December 18, 1995, the
Company sold convertible notes in the aggregate amount of $10.0 million together
with warrants to purchase 250,000 shares of Common Stock at an exercise price of
$.004 per share.  The  convertible  notes were converted upon the closing of the
Company's  initial public offering on January 31, 1996, into 1,562,500 shares of
Common Stock.

     On January 31, 1996, the Company  completed an initial  public  offering of
8,050,000 shares of Common Stock resulting in proceeds,  net of related expenses
of approximately $118.4 million. In connection with the offering,  all Preferred
Stock was converted into 10,605,591  shares of Common Stock.  The Company used a
portion  of the  proceeds  to pay down the  outstanding  balance  of the  credit
agreement  of  $36.5  million  in  connection  with  its  participation  in  the
Entrepreneurs' Band auction.

     On July 3, 1996,  the  Company  completed a  follow-on  public  offering of
4,500,00  shares of common  stock.  Net proceeds to the Company  totaled  $110.7
million after  underwriters'  commissions and associated offering costs. The net
proceeds are expected to be used  principally for the second required  principal
payment and subsequent  interest  payments for the  Entrepreneurs'  Band C Block
licenses,  and for working capital and capital  expenditures related both to the
Entrepreneurs' Band networks and the New York MTA operations


      In August 1996,  the Company made a $60.0 million  deposit with the FCC to
participate in the D, E and F Block auction.  The deposit  qualifies the Company
to  participate  in the D, E and F Block auction and will be used to satisfy any
commitments  arising  from the  Company's  successful  bidding in the D, E and F
Block  auction.  Winning  bidders  for the D and E Block  licenses  must  submit
sufficient  funds to bring the to total  amount of money on deposit with the FCC
to 20% of their net  winning  bids  within  five  business  days of the  auction
closing  notice and pay the  remaining  80%  within  five  business  days of the
license grant. F Block winning bidders will receive 15% or 25% bidding credit if
their annual gross revenues  averaged over the preceding three calendar years is
less than $40.0  million or $15.0  million,  respectively.  Within five business
days after  release of the D, E and F Block  auction  closing  notices,  F Block
winning bidders must submit  sufficient funds to bring the total amount of money
on deposit with the FCC to 10% of their net winning  bids.  Within five business
days of the  license  grant,  F Block  winners  must  bring the total  amount on
deposit  with the FCC up to 20% of their net  winning  bids,  and may  execute a
10-year promissory note for the balance.

     In  August  1996,  the  Company,  through  its  subsidiary,  Omnipoint  PCS
Entrepreneurs  Two, Inc.  ("OPCSE Two"),  entered into a credit  facility with a
bank. The agreement  provides for up to $100.0  million in revolving  credit for
general working  capital  purposes with a draw down  termination  date and final
repayment  date of May 8, 1997.  The  initial  funding  took place on August 12,
1996,  at which time the Company  drew down $60.0  million  (which was repaid on
August 13, 1996). Subsequent to the initial drawing, the committed amount of the
credit  facility may not exceed the initial  drawing and is subject to mandatory
reduction  under  the  terms of the  credit  agreement.  Under  the terms of the
agreement, the Company paid a portion of the upfront fee and will pay additional
fees based in part on amounts  outstanding  from time to time.  Interest periods
range from one to fourteen  days,  with interest  rates set by the bank based on
wholesale  money market rates  available to the bank. The facility is secured by
all assets of OPCSE Two and a pledge of all capital  stock of OPCSE Two owned by
a wholly-owned  subsidiary of the Company.  The Company has also  guaranteed the
payment and performance of OPCSE Two's obligations.

     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.  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


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 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.

     The Company  paid all  outstanding  balances to Ericsson on  September  30,
1996, or approximately $2.1 million.

     The Company successfully bid for 18 Entrepreneurs' Band BTA licenses for an
aggregate price of $509.1 million.  The Company made its down payment of 10%, or
$51.0 million in two equal installments, on May 14, 1996 and September 24, 1996.
The licenses  were awarded to the Company on September  17, 1996.  The remaining
90% of the  license  payments,  or  $458.1  million,  will  be due in  quarterly
installments  beginning in the year 2003 and continuing until 2006 and will bear
interest  until paid at 7%. The  Entrepreneurs'  Band BTA licenses are accounted
for  in  accordance   with  the  recently  SEC  mandated   industry   practices.
Accordingly,  the  licenses  were  recorded  at a net  present  value of  $411.0
million.  Interest  incurred for such  licenses will be  capitalized  during the
buildout  phase and  amortization  of such  license  costs  will  begin with the
commencement  of  service  to  customers.  Based on the  Company's  estimate  of
borrowing  costs  for debt  similar  to that  issued by the US  government,  the
Company used an 11% discount rate.

     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 or
arrange for 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 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.

<PAGE>
<TABLE>
<CAPTION>


                          Part II -- Other Information

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
<S>            <C>   

(a)  Exhibits
     3.1@      Amended and Restated Certificate of Incorporation of the Registrant.
     3.6*      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*     Common Stock Purchase Warrant issued March 10, 1995, granted to Madison Dearborn Capital Partners, L.P.
     10.9*     Common Stock Purchase Warrant issued March 10, 1995, granted to  Madison Dearborn Capital Partners, L.P.
     10.10*    Proprietary Information,  Development and Non-Compete Agreement,  dated December 6, 1990, by and between
               the Registrant and Douglas G. Smith.
     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 December 5, 1994, by and between the Registrant and Randall Meals.
     10.18*    Promissory Note, dated December 5, 1994, by Randall Meals.
     10.19*    Promissory Note, dated September 19, 1995, by Randall Meals.
     10.20*    Stock Restriction Agreement, dated December 5, 1995, by and between the Registrant and Randall Meals.
     10.21*    Employment  Agreement,  dated June 21,  1994,  by and between  Omnipoint  Communications  Inc. and Harry
               Plonskier.
     10.22*    Stock Restriction  Agreement,  dated July 5, 1994, by and between the Registrant and Harry Plonskier.
     10.23*    Employment Agreement,dated June 16,  1991,  by and between the  Registrant  and Evelyn Goldfine.
     10.24*    Employment  Agreement,  dated April 15, 1994,  by and between the Registrant and Robert Dixon.
     10.25     [Intentionally left blank]
     10.26*    Form of Employment Agreement by and between the Registrant and its employees.
     10.27*    Form of Non-Disclosure Agreement.
     10.28*    Form of Stock Restriction Agreement by and between the Registrant and certain stockholders.
     10.29*    Series A  Convertible  Preferred  Stock  Purchase  Agreement,  dated August 2, 1991,  by and between the
               Registrant and Allen & Company Incorporated.
     10.30*    Series B Convertible  Preferred Stock Purchase  Agreement,  dated August 9, 1993, by and among the Registrant and 
               Madison  Dearborn Capital Partners, L.P.
     10.31*    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.
<PAGE>

     10.32*    Series C Convertible  Preferred Stock Purchase  Agreement,  dated June 29, 1995, by and among the  Registrant and the
               other parties named therein.
     10.33*    Stock Purchase Agreement,  dated January 29, 1994, by and between the Registrant and Ameritech Development 
               Corporation.
     10.34*    Stock Purchase Agreement, dated June 29, 1994, by and between the Registrant and Associated PCN Company.
     10.35*    Common  Stock  Purchase  Agreement,  dated June 1,  1994,  by and between the Registrant and the parties named 
               therein.
     10.36*    Amended and Restated  Registration  Rights Agreement,  dated June 29,  1995,  by and among the  Registrant  and the
               parties  named  therein.
     10.37*    First Amended and Restated  Voting  Agreement,  dated June 29, 1995, by and among the Registrant and the
               other parties named therein.
     10.38*    OEM Supply  Agreement for  Omnipoint PCS (Personal  Communication Systems)  Products,  dated September 22, 1994, by
               and between the Registrant and Northern Telecom Inc.
     10.39*    Letter  agreement  dated  December 9, 1994,  by and between the  Registrant  and  Northern  Telecom Inc.
               (relating to Exhibit 10.38).
     10.40*    Manufacturing   License  and  Escrow   Agreement   for   Personal Communication  Service Products,  dated February
               28, 1995, by and between the Registrant and Northern Telecom Inc.
     10.41*    Collaborative Development Agreement,  dated March 1, 1995, by and between the Registrant and Northern Telecom Inc.
     10.42*    Reciprocal OEM Agreement Memorandum of Understanding, dated March 30, 1995, by and between the Registrant and
               Northern Telecom Inc.
     10.43*    Supply Agreement,  dated September 22, 1994, by and between Omnipoint  Communications  Inc. and Northern
               Telecom Inc.
     10.44*    Amendment No. 1 to Supply Agreement,  dated July 21, 1995, by and between Omnipoint  Communications Inc.
               and Northern Telecom Inc.
     10.45*    Loan Agreement,  dated as of July 21, 1995, by and between  Omnipoint  Communications  Inc. and Northern
               Telecom Inc.
     10.46     [Intentionally left blank]
     10.46.1*  Letter Agreement,  dated November 14, 1995, by and among the Registrant,  Omnipoint  Communications  Inc.
               and JRC International Inc. (relating to Exhibit 10.46).
     10.46.2*  Letter Agreement,  dated December 21, 1995, by and among the Registrant,  Omnipoint  Communications  Inc.
               and JRC International Inc. (relating to Exhibit 10.46).
     10.47*    Engineering  Services  Agreement,  dated as of August 31, 1995,  by and between the  Registrant  and JRC
               International Inc.
     10.48*    Memorandum of Understanding, dated April 21, 1995, by and between the Registrant and Pacific Bell Mobile Services.
     10.49*    Office  Sublease  Agreement  by and  between the  Registrant  and United Technologies  Microelectronics Center, Inc.,
               commencing August 1, 1994 or upon earlier occupation by the Registrant.
     10.50*    Amendment to Office Sublease  Agreement,  signed August 17, 1994, by  and   between   the   Registrant   and  United
               Technologies
               Microelectronics Center, Inc.
     10.51*    Office Building Lease for Courthouse Plaza Office  Building,  dated January 18, 1994, by and between the
               Registrant and Eastrich No. 130 Corporation.
     10.52*    First Lease  Amendment,  dated  January 20,  1995,  by and between the  Registrant  and Eastrich No. 130
               Corporation.
     10.53*    Pioneer's Preference License granted by the FCC to Omnipoint Communications Inc. on December 14, 1994.
     10.54*    Note and Warrant Purchase  Agreement dated November 22, 1995,  between the Registrant and the purchasers
               named therein.
     10.55*    Senior Note Due 2000  issued by the  Registrant  on November  22, 1995 to the holder identified therein.
     10.56*    Senior Note Due 2000  issued by the  Registrant  on November  22,
               1995 to the holder identified therein.
     10.57*    Common Stock  Warrant  issued by the  Registrant  on November 22, 1995 to the holder identified therein. 
<PAGE>

     10.58*    Common Stock  Warrant  issued by the  Registrant  on November 22, 1995 to the holder identified therein.
     10.59*    Credit  Agreement,  dated as of November 21,  1995,  by and among OPCS Corp., Omnipoint PCS Entrepreneurs, Inc. and
               Bank of America National  Trust and Savings  Association.
     10.60*    Memorandum  of Understanding, dated November 22, 1995, by and between the Registrant and Ericsson Inc. 
     10.60.1*  Letter  Agreement,  dated January 24, 1996, by and between the Registrant and between Ericsson Inc.
     10.61*    Convertible  Subordinated  Note  and  Warrant  Purchase  Agreement, dated December 12, 1995, by and between the
               Registrant and Hansol Paper Co., Ltd.
     10.62*    Convertible  Subordinated  Note and Warrant  Purchase  Agreement, dated as of November 29, 1995,  by and among the 
               Registrant and the entities identified therein.
     10.63*    Letter of Intent,  dated  October  26,  1995,  by and between the Registrant and BellSouth Personal Communications,
               Inc.
     10.64*    Waiver of Registration Rights and Confirmation of 180-Day Lockup, dated as of October 31, 1995, by and between the
               Registrant  and  Ameritech Development Corporation.
     10.65*    Registration  Rights  Agreement  dated as of April 26, 1994, by and among the Registrant and the parties
               thereto.
     10.66*    Contract for Sale of Real Estate,  dated August 30,  1995,  by and between F&R Bari Realty,  Ltd.,  Inc.
               and Omnipoint Communications Inc.
     10.67*    Lease Agreement, dated October 15, 1995, by and between the Registrant and Baetis Properties, Inc.
     10.68+    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.
     10.69+    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  Omnipoint
               Communications Inc.
     10.70+    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.
     10.71+    Memorandum of  Understanding,  dated April 2, 1996, by and between  Orbitel Mobile  Communications  Inc.
               and the Registrant.
     10.72++   Letter of Intent,  dated  November 20,  1995,  by and between the Registrant and Western Wireless Corporation.
     10.73++   Letter of Intent,  dated February 26, 1996, by and between  Omnipoint  Communications  Inc. and American
               Portable Telecom, Inc.
     10.74++   Letter of Intent,  dated March 22,  1996,  by and between  Omnipoint  Communications,  Inc. and American
               Personal Communications.
     10.75++   Letter of Intent, dated May 13, 1996, by and between the Registrant and InterCel,  Inc.  
     10.76++   License  agreement dated March 22, 1996 by and between the  Registrant and Bender & Company,  Inc.  
     10.77++   Second License Agreement, dated April 17, 1996, by and between the Registrant and Bender &
               Company, Inc.
     10.78++   Lease  Agreement,  dated  March 1, 1996,  by and between  Omniset  Corporation  and Roots Stone  Limited
               Partnership.
     10.79@@   Escrow Agreement by and among the  Registrant,  the Chase  Manhattan Bank and Marine Midland Bank, dated August 27,
               1996
     11.1      Statement of computation of loss per share.
     22.1*     Subsidiaries of the Registrant.
     27        Financial Data Schedule
----------
@    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 from the Company's Current Report on Form 8-K, filed September 10, 1996.
*    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 Current Report on Form 8-K, filed May 3, 1996, as amended.
++   Incorporated herein by reference to the Company's Registration Statement Form S-1, No. 333-03739.
----------
(b)  Reports on Form 8-K
     Report  on Form 8-K  filed  September  10,  1996,  Item 5,  disclosing  the
     consummation  of the private  placement of $250 million of the Company's 11 5/8%
     Senior Notes due 2006.
</TABLE>
<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:  November 14, 1996                          /s/ Bradley E. Sparks
                                                  -------------------------
                                                  Bradley E. Sparks
                                                  Chief Financial Officer