<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                                   FORM 10-K

(MARK ONE)
         X       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
       ----      SECURITIES EXCHANGE ACT OF 1934

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 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                  22201
           ARLINGTON, VA                         (Zip Code)
(Address of principal executive office)

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

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

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

         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
                                               ---      ---
<PAGE>

     Documents incorporated by reference:  Specified portions of the Definitive
Proxy Statement to be filed with the Commission pursuant to Regulation 14A in
connection with the 1997 Annual Meeting are incorporated herein by reference
into Part III of this Report.  Such proxy statement will be filed with the
Securities and Exchange Commission not later than 120 days after the
Registrant's fiscal year ended December 31, 1996.

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K [X].

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 27, 1997 was approximately $273,105,763.

     The number of shares outstanding of the Registrant's Common Stock, as of
March 27, 1997 was 51,331,657 shares of Common Stock.
<PAGE>

                             OMNIPOINT CORPORATION
                                   FORM 10-K

<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

                                                                                     PAGE
                                                                                     ----

<S>      <C>                                                                        <C>
                                     PART I

Item 1.  Business...................................................................    1

         Overview
         Strategy
         Industry Background
         Service Business
         Technology Business
         Strategic Relationships
         Regulatory Environment
         Patents and Other Intellectual Property Rights
         Employees

Item 2.  Properties.................................................................

Item 3.  Legal Proceedings..........................................................

Item 4.  Submission of Matters to a Vote of Security Holders........................


                                    PART II

Item 5.  Market for the Company's Common Equity and Related Stockholder Matters....

Item 6.  Selected Financial Data...................................................

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.....................................................

Item 8.  Financial Statements and Supplementary Data................................

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.......................................................


                                    PART III

Item 10. Directors and Executive Officers of the Registrant........................

Item 11. Executive Compensation.....................................................

Item 12  Security Ownership of Certain Beneficial Owners and Management.............

Item 13. Certain Relationships and Related Transactions.............................


                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...........


          Exhibit Index.............................................................

          Signatures................................................................
</TABLE>
<PAGE>

FORWARD-LOOKING STATEMENTS

     IN ADDITION TO HISTORICAL INFORMATION, THIS ANNUAL REPORT ON FORM 10-K
CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY.  FACTORS THAT MIGHT CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED
IN THE SECTION ENTITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS."  READERS SHOULD CAREFULLY REVIEW THE RISKS
DESCRIBED IN OTHER DOCUMENTS THE COMPANY FILES FROM TIME TO TIME WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE QUARTERLY REPORTS ON FORM 10-Q
TO BE FILED BY THE COMPANY IN 1997.  READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF
THIS ANNUAL REPORT ON FORM 10-K.  THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY RELEASE ANY REVISIONS TO THE FORWARD-LOOKING STATEMENTS OR REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS DOCUMENT.

                                    PART I

ITEM 1.     BUSINESS.

OVERVIEW

     Omnipoint is a leader in commercializing personal communications services
("PCS").  Omnipoint has been awarded PCS licenses for 40.2 million population
equivalents ("POPs", the Paul Kagan Associates 1996 PCS Atlas & Databook
estimate of the 1996 population of a particular Major Trading Area ("MTA") or
Basic Trading Area ("BTA") or the total U.S.) and is the winning bidder on
additional PCS licenses for areas that will increase the Company's total
holdings to approximately 96.5 million non-overlapping POPs.  Over 60% of these
POPs are located in a contiguous area in the northeast region of the U.S. from
Maine to Virginia.  With the grant of licenses from the recent auction by the
Federal Communications Commission ("FCC") of the D, E and F Block PCS licenses
(the "D, E and F Block auction"), Omnipoint will be the fourth largest PCS
licensee in the U.S.

     The Company holds a license for the New York MTA, the largest MTA in the
U.S., with approximately 26.9 million POPs, and Entrepreneurs' Band C Block PCS
licenses for 18 BTAs with approximately 13.3 million POPs, including the
Philadelphia, Atlantic City, Buffalo and Rochester BTAs.  In the recently
completed D, E and F Block auction, the Company was the winning bidder on 109
licenses (59 D and E Block licenses and 50 Entrepreneurs' Band F Block
licenses).  The winning bids include licenses in Boston, Providence, Washington
D.C., Baltimore, Miami, Detroit, St. Louis, Indianapolis, Norfolk and other
BTAs.  The Company will pay an average of $10.75 per POP over periods of five
and ten years for its licenses covering 96.5 million POPs.  The Company also
develops technology and equipment for PCS.  The Company's proprietary technology
is suitable for a variety of digital wireless applications including wireless
local loop ("WLL").  Omnipoint's technology is being integrated with both
wireless Global System for Mobile Communications ("GSM") networks and local
telephone switching platforms.

     Omnipoint has spent several years developing and refining its core
technology, including developments in spread spectrum, since the Company's
incorporation in 1987. From inception to 1992, the Company developed several
working prototypes for various wireless voice, data and digitized compressed
video transmission projects. The Company's success in developing its technology
for the first digital PCS system at 1.9 GHz during 1991 and 1992 was
instrumental in the FCC awarding the Company one of three Pioneer's Preferences
in 1993. As a result of the Pioneer's Preference, the FCC issued to the Company
in December 1994 a 30 MHz license to provide PCS services for the New York MTA
("the New York MTA License").

                                       1
<PAGE>

     Omnipoint's strategy for its service business is to become a leading
provider of wireless services in its markets.   The Company commenced operations
of the first commercial PCS services in the New York City area at the end of
1996.  The Company will continue to build out the New York MTA network and plans
to build and operate PCS networks in the areas covered by its BTA licenses,
focusing initially on the most densely populated portions of these areas and on
major commuting corridors.   The Company believes that existing cellular systems
in the most densely populated areas, particularly within the New York City
metropolitan area, provide inadequate capacity and that service during peak
hours for current cellular users and the anticipated growth in wireless demand
will add to this problem.   The Company intends to use a combination of
Omnipoint's proprietary technology system (the "Omnipoint System") and GSM to
provide superior wireless services to its customers.   The Company plans to
offer a variety of services to its customers, including voice and data
transmission, call forwarding, call waiting and paging capability.

     The Company will pay $347.5 million for the New York MTA License.  The
Company is required to pay only interest on the total amount due until April 30,
1998, and to pay the principal balance and remaining interest during the period
April 1998 to March 2001.  In September 1996, the FCC granted the Company 18
Entrepreneurs' Band C Block PCS licenses covering approximately 13.3 million
POPs.  The total purchase price for these licenses after discount, is
approximately $509.1 million.   The Company has made a 10% down payment, or
approximately $51.0 million, to the FCC for these licenses, will pay interest
only until 2002 and will pay the principal balance of approximately $458.2
million and remaining interest in the period 2002 to 2006.   See
"Business--Regulatory Environment."

     In the recently completed auction by the FCC of the D, E and Entrepreneurs'
F Block PCS licenses for BTAs, each consisting of 10 MHz of spectrum, the
Company was the successful bidder for licenses for 109 10 MHz BTAs with
approximately 93.8 million POPs.  Since the Company was successful in
aggregating 10 MHz licenses into 20 MHz in several cities, including Boston,
Miami, and Detroit, the Company won licenses for 76.6 million non-overlapping
POPs in the D, E, and F Block auction.  Further, primarily because the Company
expanded its spectrum from 30 MHz to 40 MHz in three cities, particularly the
New York BTA which has 18.4 million of these POPs, the number of incremental
POPs was 56.3 million.  Thus, the Company's new combined total will be 96.5
million non-overlapping POPs.

     In January 1997, the Company made a 20% down payment on its 59 D and E
Block PCS licenses, or approximately $21.4 million, to the FCC for these
licenses, and will pay the 80% balance, or approximately $85.6 million, within
five business days after the FCC grants the licenses, which are currently
anticipated to be granted before the end of June 1997.  As to the Company's
Entrepreneurs' F Block licenses, the Company made a 10% down payment, or
approximately $7.4 million in January 1997, and will make a second 10% down
payment of $7.4 million within five business days after the FCC grants these
licenses, which are also currently anticipated to be granted before the end of
June 1997.  The Company will make interest-only payments on the remaining F
Block obligation until 1999 and will pay the principal balance of approximately
$59.4 million and remaining interest over the period from 1999 to 2007.

     Omnipoint's strategy for its technology development and equipment business
is to establish the Omnipoint System as a leading standard.  The Joint
Technical Committee on Wireless Access (the "JTC") has designated the Omnipoint
System as IS-661. The Omnipoint System is one of the JTC approved common air
interface ("CAI") standards for PCS. The Omnipoint System is designed to provide
enhanced voice quality, higher speed data transmission rates and increased
capacity and service reliability relative to analog systems and other digital
wireless systems. Additionally, the Omnipoint System is designed to have lower
infrastructure costs than traditional cellular and other PCS systems.

     The Omnipoint System is particularly well suited for WLL applications.
Initially, the Company plans to focus its domestic activities on providing
wireless access service in the New York MTA and other targeted cities for
businesses in small- and medium-sized business locations, whose capacity
requirements do not justify the expense of alternative bypass technologies, such
as leased line, fiber or

                                       2
<PAGE>

microwave technologies. In addition, the Company intends to access international
markets through sales of equipment (i) to service providers for WLL applications
as an alternative to expanding fixed wireline services in countries where
telephone services have not been well developed, and (ii) as an upgrade to GSM
networks in more than 98 countries where GSM has been deployed or selected for
deployment.

     The Company has established strategic relationships with Northern Telecom,
Inc. ("Northern Telecom"), Ericsson, Inc. ("Ericsson") and Hansol Paper Co.,
Ltd. and its telecom affiliates ("Hansol").  A substantial portion of
Omnipoint's equipment purchases for the buildout of the New York MTA network is
being financed by Northern Telecom under the $382.5 million vendor financing
facility (the "NT Credit Facility") and by Ericsson under the $132.0 million
vendor financing facility ("Ericsson Credit Facility").  The Company and
Northern Telecom are integrating the Omnipoint System with Northern Telecom's
GSM digital switch, with the first integrated system to be deployed in the New
York MTA.  The Company and Ericsson have agreements involving (i) the purchase
and sale of Ericsson-manufactured infrastructure equipment and handsets for the
Company's PCS networks, and (ii) a licensing and acquisition arrangement
relating to the Omnipoint System.  The Company and Orbitel Mobile Communications
Limited ("Orbitel"), a wholly-owned subsidiary of Ericsson, have entered into a
non-binding memorandum of understanding involving Orbitel's development and
manufacture of single mode IS-661 and dual mode IS-661/PCS 1900 equipment.  The
Company has entered into a strategic alliance with Hansol under which it
licensed Hansol to manufacture handsets.  The two companies also agreed to
cooperate on promoting the Omnipoint System in the Republic of Korea and other
parts of Asia.   In addition, each of Pacific Bell Mobile Services, Inc.
("PacBell"), BellSouth Personal Communication, Inc. ("BellSouth"), Western
Wireless Corporation ("Western Wireless"), Powertel, Inc. ("Powertel"), American
Personal Communications, Inc. ("APC"), Pocket Communications, Inc. ("Pocket")
and Aerial Communications, Inc. ("Aerial") has a separate arrangement with the
Company to provide subscribers with roaming capabilities and in most cases, to
conduct trials using Omnipoint's equipment in the areas where each has PCS
licenses. The Company believes that these arrangements, coupled with the results
of the auctions of the C, D, E and F Block licenses, will bring GSM coverage to
over 90% of the U.S. population. In addition, the Company has signed a number of
roaming agreements with foreign carriers. The Company is in discussions with
other equipment vendors and service providers regarding additional strategic
relationships.

     The Company was incorporated in 1987 in the State of Delaware.

STRATEGY

     Omnipoint's strategy is to become a leading provider of wireless services
and products by deploying and operating PCS networks, providing Omnipoint
Systems products for wireless access services, establishing the Omnipoint System
as a leading PCS standard and capitalizing on opportunities in developing
international markets for wireless applications.

LEADING SERVICE PROVIDER

     The Company plans to be a leading provider of wireless services in its
markets. The licenses held by the Company cover 96.5 million POPs. Over 60% of
these POPs are located in a contiguous area in the northeast region of the U.S.
from Maine to Virginia. The Company currently offers service in the New York
City metropolitan area and intends to expand service throughout the New York
MTA. The Company also plans to build and operate PCS networks in the areas
covered by its licenses focusing initially on the most densely populated
portions of these areas and major commuting corridors. The Company has completed
building its pilot system in Manhattan using the Omnipoint System. The Company
plans to build all of its networks integrating Omnipoint's IS-661 technology
with a GSM system in order to provide mobile and fixed telephone services, to
provide roaming capability with other GSM based networks and to facilitate rapid
market entry. The Company will concentrate its marketing efforts on cellular
users who the Company believes have experienced inadequate service and on the
expanding market of new users.

WIRELESS ACCESS SERVICES

     Omnipoint plans to introduce wireless access services to businesses in
small- and medium-sized locations whose capacity requirements do not justify the
expense of alternative bypass technologies, such as leased line, fiber or
microwave technologies. Omnipoint's wireless access services would allow
customers to bypass the local telephone exchange to complete calls with wireline
quality at discounts to prices such customers pay today. The Company's wireless
access services will operate through radio units installed by the Company on
customers' premises which will communicate wirelessly with the Company's base
stations.

                                       3
<PAGE>

  LEADING PCS STANDARD

     The Company intends to establish the Omnipoint System as a leading PCS
standard through sales to other PCS service providers.  The Company has an
agreement with Northern Telecom for the two companies to market an integrated
Omnipoint/GSM system throughout North America to prospective license holders and
to existing PCS license holders who deploy PCS 1900 systems.  The Company has
entered into a non-binding memorandum of understanding with Orbitel for Orbitel
to develop and manufacture single mode IS-661 and dual mode IS-661/PCS 1900
equipment and an agreement with Ericsson to sell Omnipoint base stations for a
variety of applications.  The Company intends to enter similar arrangements with
other manufacturers from time to time.

  INTERNATIONAL MARKETS

  The Company is also developing its equipment for WLL telephone service in
international markets.  Many developing countries have a very limited wireline
telephone infrastructure, and the cost and time required to expand or upgrade a
traditional telephone infrastructure is often prohibitive.  The Company will
offer the Omnipoint System in such countries on a cost-efficient, easily
deployable basis to provide basic telephone service wirelessly.  The Company is
also marketing the Omnipoint System to augment GSM networks.


INDUSTRY BACKGROUND

     Since 1983, the demand for wireless telecommunications services has grown
dramatically as cellular, paging and other emerging wireless communications
services have become widely available and increasingly affordable.  This growth
in wireless services has been driven by technological advances and changes in
both telecommunications regulations and consumer preferences.  Mobile cellular
telephone service has been one of the fastest growing market segments within the
telecommunications industry.  According to the Cellular Telecommunications
Industry Association, the number of cellular users in the U.S.  grew from
340,000 at the end of 1985 to over 40 million at December 1996.  According to
industry estimates, there are now approximately 100 million cellular users
worldwide.

     Although analog cellular is the most widely deployed two-way wireless
service available today, it has several limitations, including inconsistent
service quality, lack of privacy, limited capacity and, currently, the inability
to transfer data without a modem.  Most current cellular services transmit voice
and data signals over analog-based systems, which use one continuous electronic
signal that varies in amplitude or frequency over a single radio channel.
Digital systems, on the other hand, convert voice or data signals into a stream
of digits and typically use voice compression and other techniques to allow a
single radio channel to carry multiple simultaneous signal transmissions.
Digital technologies are expected to offer new services, improved system
flexibility, greater efficiency and increased capacity.

     PCS is a second generation comprehensive wireless communications service
that offers services generally comparable to or exceeding existing digital
cellular services.  PCS systems in the U.S.  are expected to operate under one
of four principal digital signal transmission technologies, or standards, that
have been proposed by various operators and vendors for use in PCS systems: the
Omnipoint System, GSM (known as PCS 1900 in the U.S.), Code Division Multiple
Access ("CDMA") or Time Division Multiple Access ("TDMA").  See "--Technology
Business" and "--Strategic Relationships." GSM and TDMA are both "time
division-based" standards but are incompatible with each other and with CDMA.
The Omnipoint System is compatible with GSM and is being integrated with GSM.
See "--Technology Business--Competition."

     GSM is the leading digital wireless technology in the world, with
approximately 175 networks being built or operating in more than 98 countries,
including all of western Europe. According to industry estimates, GSM networks
                                       4
<PAGE>

served over 25 million subscribers worldwide as of December 1996, and are adding
over one million subscribers per month. APC introduced the first GSM network in
the U.S. in the Baltimore/Washington D.C. MTA in November 1995. In addition to
New York, GSM systems were also introduced in cities located in various states
including, California, Hawaii, Iowa, New Mexico, North Carolina, Oregon and Utah
in 1996. An important benefit associated with GSM technology is its use of an
open system architecture that will allow operators to purchase network equipment
from a variety of vendors that share standard interfaces for operation. This
open architecture provides significant flexibility by the operator in vendor
cost leveraging, and provisioning of features, products and services.

SERVICE BUSINESS

  OVERVIEW

     The Company's service business provides mobile and fixed communications
service in its markets.  The Company's wireless service provides private, secure
and enhanced voice, high-speed data, paging services and imaging capabilities
for both the office environment and outdoor mobile coverage with enhanced
features including voice mail, call forwarding and call waiting.  The Company
has initiated its pilot system in Manhattan comprised of a limited number of
Omnipoint base stations.  Additionally, the Company intends to introduce a
wireless access service in the New York City metropolitan area.

     Since securing the Pioneer's Preference award, the Company has been
actively designing and planning its network system to be built in the New York
MTA.  During the next 24 months, the Company plans to continue to install
equipment and establish additional marketing and distribution channels in its
markets.  The Company commenced operation of the first commercial PCS service in
the New York City area at the end of 1996.  The Company will continue to build
out the New York MTA network and plans to build and operate PCS networks in the
areas covered by its BTA licenses, focusing initially on the most densely
populated portions of these areas and major commuting corridors.

     One of the Company's objectives is to reduce the risk of cell site related
delays during the buildout of its networks.  The Company is locating as many
sites as possible for its base stations and antennas where zoning approvals and
other necessary permits are not needed or are likely to be obtained more easily
than for traditional cellular equipment.  Where high antenna sites are required,
the Company intends to facilitate the buildout through the use of existing
towers and structures occupied by telecommunications service providers, utility
companies and others.  The site selection process will require the continued
successful negotiation of use agreements for or acquisitions of numerous
additional sites and may require the Company to obtain zoning variances or other
governmental or local regulatory approvals.  The Company is currently designing
and planning its other networks and intends to use a similar cell site
acquisition approach.

     The Company's buildout schedule may be revised as a result of changing
circumstances.  The Company's ability to proceed with the buildout of its
networks is subject to continued site acquisitions or leases, the availability
of equipment and financing, the receipt of local governmental approvals where
required and the relocation of incumbent microwave users of the Company's
spectrum.

  MARKETING STRATEGY

     The Company's marketing objective is to stimulate demand for PCS voice and
data service and attract subscribers by providing superior service and
reliability at attractive prices.  Omnipoint intends to generate demand by
introducing a better alternative to existing cellular service.  The Company
intends to concentrate its PCS marketing efforts on the following key customer
segments: (i) large, communications-intensive corporate accounts, currently
using or considering cellular or private radio systems, that would value the
improved quality and security and would benefit from the Company's enhanced
products and services; (ii) high-mobility customers using or considering
cellular telephones who would benefit from fewer dropped or blocked calls; and
(iii) low-mobility

                                       5
<PAGE>

customers attracted to PCS as a more convenient alternative to their landline
telephones, particularly those who have multiple telephone lines to their home
or business and who have a need for high speed data transmission.

     In marketing its service, the Company intends to offer competitively priced
service that emphasizes voice clarity, reliability and a low probability of
blocked calls.  The Company includes certain enhanced features including call
waiting, call forwarding, voice mail and paging as part of its product
offerings.  The Company also promotes the improved call security resulting from
the use of digital technology which should encourage users to make confidential
professional and personal calls that they might otherwise make only on landline
telephones.  In addition, the convenience of a single telephone number for
mobile, home and office use available to the customer throughout the Omnipoint
service area and the use of menu-driven subscriber functions should enhance the
convenience and usage of the Company's services.

     The Company's strategy is to pursue multiple distribution channels through
which to market its services, generally on a non-exclusive basis, including a
direct sales force, retail stores and third party distributors or  agents.  In
addition to these traditional distribution channels, the Company is evaluating
and experimenting with other methods of marketing the Company's services such as
telemarketing and direct mail.


  THE NEW YORK MTA WIRELESS MARKET

     The New York MTA is an attractive wireless market due to its size, density
and demographics.  In addition, the New York MTA is the country's largest
telecommunications market and has a disproportionately high share of all voice
and data traffic relative to its population, particularly with respect to
international calls placed to or from the U.S.  New York is the largest MTA in
the U.S., with approximately 26.9 million POPs or approximately 10.2% of the
U.S.  population, and is comprised of 20 BTAs, including New York, NY (which
includes northern New Jersey), Hartford, CT, Albany, NY, New Haven, CT and
Syracuse, NY.  The New York MTA has a high share of households with annual
incomes of over $50,000, with 41.8% versus a nationwide average of 31.0%.

     The two cellular systems operating in the New York area are capacity
constrained over the most densely populated traffic areas during peak hours.
Based on direct testing as well as information from a number of sources, the
Company believes that a significant number of the call attempts during peak
hours in certain areas of Manhattan fail to gain access to the cellular networks
due to capacity constraints in the networks.  In addition, a large percentage of
calls that initially connect are dropped because of hand-off failures between
base stations due to the same capacity issues.  The Company believes that
inherent capacity limits of existing cellular architectures will allow new PCS
entrants in New York to attract a large share of high-end wireless users.
Moreover, due to nationwide churn rates of the existing installed cellular
subscriber base of approximately 25% per year, the Company believes the market
shares of new PCS competitors are likely to rise significantly over time.

     The Entrepreneurs' Band C Block auction afforded the Company the
opportunity to expand its planned PCS services to additional markets with
approximately 13.3 million POPs. Fifteen of the Company's 18 Entrepreneurs'
Band Markets are contiguous to the New York MTA which should provide the Company
with operating efficiencies. In addition, the Company believes these markets
have favorable demographics, including the percentage of households with annual
incomes over $50,000. Philadelphia, Atlantic City, Buffalo and Rochester are the
principal BTAs for which the Company successfully bid. Because of the Company's
success in the Entrepreneurs' Band auction at assembling contiguous BTAs, the
Company was able to acquire licenses covering 95.1% of the POPs in the
Philadelphia MTA and 84.8% of the POPs in the Buffalo MTA.

     Since the Company successfully bid for 109 licenses in the recently
completed auction of the D, E and F Block licenses, the Company's total licenses
will cover 96.5 million (non-overlapping) POPs.

                                       6
<PAGE>

  COMPETITION IN THE NEW YORK MTA

     The success of Omnipoint's PCS service business will depend upon its
ability to compete with the two cellular operators, at least two other PCS
licensees and potential future wireless communications providers.  The Bell
Atlantic Corporation ("Bell Atlantic")/NYNEX Corporation ("NYNEX") consortium
and AT&T Wireless, Inc. ("AT&T Wireless") currently provide cellular services in
the New York Metropolitan Statistical Area (MSA) and surrounding areas. Sprint
Spectrum was the winner of the B Block New York MTA PCS license. Sprint Spectrum
has indicated that it seeks to provide service to all of its markets by mid-
1997. NextWave was the successful bidder in the Entrepreneurs' Band auction for
the New York BTA PCS license. NextWave is continuing to build its network and it
is unclear when it will begin providing service. See "Regulatory Environment--
PCS Licensing." No competing operator has announced an intention to use PCS 1900
in the New York BTA. The Company's Entrepreneurs' Band C Block networks will
face similar PCS and cellular competition including competition in certain BTAs
from AT&T Wireless, Sprint Spectrum, Cellular One, COMCAST and Metrophone, among
others. The recently completed D, E and F Block auction will bring the Company
into competition with other providers. Enhanced Specialized Mobile Radio
("ESMR") will also have a competitive impact. However, ESMR operators are
currently primarily targeting certain market niches and have less spectrum in
dense urban areas. In the future, PCS will also compete more directly with
traditional landline telephone service providers and with cable operators who
expand into the offering of traditional communications services over their cable
systems and may face competition from other technologies including mobile
satellite systems.

  WIRELESS ACCESS SERVICE

     Omnipoint plans to introduce wireless access services to businesses in
small- and medium-sized locations allowing customers to bypass the local
telephone exchange to complete certain calls at lower prices than such customers
currently pay.  The wireless access services will operate through radio units
installed by the Company on customers' premises which will communicate
wirelessly with the Company's base stations.  The Company plans to initially
target business locations for which alternative bypass facilities are not as
economical.

     The Telecommunications Act of 1996 (the "Telecom Act") has created new
opportunities for WLL applications. Historically, regulations have protected the
regulated telephone monopolies from competition in switched local exchange
markets. Recently, many states, including New York and Connecticut, began
permitting local loop competition by operators other than the local exchange
carrier.

     On August 1, 1996, the FCC adopted rules requiring incumbent LECs to
provide reasonable reciprocal compensation arrangements for wireless carriers
and not charge wireless carriers for terminating LEC-originated traffic.
Previously, LECs generally charged wireless carriers for calls initiated on the
wireless network and terminated on a LEC's network, while wireless carriers
could not charge the LEC for calls initiated on a LEC's network and transported
to and terminated on the wireless network.  The FCC's order will likely result
in significantly reduced termination fees for wireless to LEC calls.  Several
companies have initiated federal court challenges to the Commission's rules.

  ROAMING ARRANGEMENTS

     The Company has roaming arrangements with a number of different U.S. GSM-
based PCS providers, including PacBell, BellSouth, Western Wireless, Powertel,
APC, Pocket and Aerial, to provide subscribers with roaming capability in the
markets where these parties will operate PCS services. While roaming across the
companies' GSM-based networks, subscribers will be able to place and receive
calls and maintain their customized profiles and features without specific
customer prior request. In most cases, the Company and these GSM-based PCS
providers will conduct joint tests of the Omnipoint System and have agreed to
work together on PCS infrastructure and handset standards and to establish
complementary marketing programs. The Company believes that these arrangements,
coupled with the results of the auctions for the C, D, E and F Block licenses,
will bring GSM coverage to over 90% of the U.S. population. The Company and
certain other PCS license holders are currently

                                       7
<PAGE>

exploring alternatives to ensure that the GSM protocol will be available in all
markets. In addition, the Company has signed a number of roaming agreements with
foreign carriers. The Company is in discussions with other GSM-based PCS
providers regarding additional strategic relationships.

TECHNOLOGY BUSINESS

  OVERVIEW

     Manufacturers of PCS equipment compete in a high-growth, cost-competitive
market in which they must offer compact, cost-effective solutions.  Due to
evolving industry standards and the rapid introduction of new services, the
success of PCS equipment manufacturers will also depend on their ability to
bring new products to market quickly.

     The Omnipoint System, officially designated as IS-661 by the Joint
Technical Committee on Wireless Access, is a proprietary CAI system using spread
spectrum, a technology originally developed for military applications.  The
Omnipoint System is one of the competing CAI standards that have been selected
by PCS license holders.  Because of the Omnipoint System's design features,
voice quality, data rates, low cost, small cell size and high capacity, the
Omnipoint System will be particularly well suited for WLL services.  The
Omnipoint System will offer the ability to deliver both wireline voice quality
and the enhanced services being sought by customers.

     The Company designs and tests its equipment and software at its engineering
facilities in Colorado Springs, Colorado. Manufacturing and assembly will be
subcontracted to third parties whenever possible. Currently, the Company and
Northern Telecom are integrating Omnipoint's RF access system and equipment
which provides communication between terminals and base stations, primarily
radio and digital cards for base stations, with Northern Telecom's switches.
This integrated system will be used in the New York MTA and marketed to other
domestic and international operators.

     The Company has operated trial networks during the past three years in
Colorado Springs, New York City and northern New Jersey. Through these trials,
as well as independent system tests, the Company has verified the central
features of the Omnipoint System.

     The Company believes that its proprietary technology will provide a number
of advantages over cellular and other PCS technologies, including:

 . Lower infrastructure costs resulting in reductions in per minute costs and
  facilitating competition with wireline telephone systems for certain market
  segments.

 . Compatibility with GSM and central office switch infrastructures.

 . Wireline quality voice and enhanced data capabilities.

     The Company's technology is flexible enough to be deployed in both large,
developed, metropolitan centers and less developed, rural areas, both
domestically and internationally.  The Company believes that the technical
characteristics and low cost of the Omnipoint System allow for the widespread
deployment of telecommunications services while avoiding the high cost of wire-
based infrastructure, making the Omnipoint technology particularly well suited
for many countries which are currently upgrading or developing their
telecommunications infrastructure.

                                       8
<PAGE>


     The Omnipoint System is the result of technology developed by the Company,
particularly in the areas of protocol design and spread spectrum.  The Company's
research and field testing of the Omnipoint System have provided an
understanding of the technical and business challenges facing PCS providers.  As
a result, the Company has designed a system that it believes has several
architectural advantages.

     The Omnipoint System has an expected cell radius ranging from seven miles
to a few hundred feet. The Base Station in each cell is connected by microwave,
fiber optic cable or telephone wires to the Base Station Controller ("BSC"). The
BSC in turn connects to the switch which uses adjunct computers to control the
operation of the wireless telephone system for its entire service area.

  COMPETITION

     Competition in the wireless telecommunications equipment industry is
intense. The industry consists of major domestic and international companies,
including those companies currently providing equipment to cellular providers,
most of which have substantially greater financial, technical, marketing, sales,
manufacturing, distribution and other resources than those of the Company. The
Company will compete with these other companies primarily by selling equipment
that provides enhanced features at a lower cost. Given the rapid advances in the
wireless telecommunications industry, there can be no assurances that new
technologies will not evolve that will compete with the Company's products.

     In addition to the Company's technology standard, three competing
technology standards have emerged in the mobile PCS industry.

     PCS 1900 is a modified version of the global digital GSM standard at 1800
MHz cellular services. PCS 1900 is a TDMA-based technology supported by
Ericsson, Motorola, Siemens, NOKIA and Northern Telecom. Several U.S.
service operators with licenses covering approximately 200 million POPs have
committed to this technology, and it is widely believed to be a leading
contender for further deployment. Based on the technology preferences indicated
by the A, B and C Block license holders and the successful bidders in the D, E
and F Block auction, GSM will be deployed by license holders with licenses
covering over 90% of the U.S. population. APC introduced the first commercial
PCS system in the U.S. in the Baltimore/Washington, D.C. MTA in November 1995
using PCS 1900 equipment. Because Omnipoint is integrating its system with GSM,
Omnipoint System equipment can be combined with PCS 1900 GSM equipment in a
single network. Accordingly, operators that select PCS 1900 represent additional
potential customers for Omnipoint System equipment.

     IS-95 CDMA is the CDMA standard proposed as an upgrade for existing analog
cellular service to digital service. Qualcomm is the primary proponent of IS-95
CDMA for PCS service. IS-95 has also received support from Motorola, Lucent
Technologies, Inc. and Northern Telecom. IS-95's service supporters include
Sprint Spectrum and Bell Atlantic, NYNEX, US West and AirTouch Communications
Inc., through their consortium, PrimeCo Personal Communications, L.P., formerly
known as PCS PrimeCo, L.P., which have begun to deploy a modified version of

                                       9
<PAGE>

this technology at 1.9 GHz.

     IS-54 and IS-136 TDMA are the TDMA standards that several cellular carriers
are implementing as they upgrade to digital service. Primary network suppliers
are Lucent Technologies, Inc., Ericsson and Hughes. IS-54 and IS-136 TDMA face
no major technological hurdles in upbanding to 1.9 GHz PCS. Upbanded IS-54 and
IS-136 TDMA equipments are expected to become generally available in mid to late
1997.

STRATEGIC RELATIONSHIPS

  NORTHERN TELECOM RELATIONSHIP

     In 1994, the Company entered into a non-exclusive agreement to integrate
its technology with Northern Telecom's established network architectures.
Pursuant to the agreement, the parties will integrate the Omnipoint System with
Northern Telecom's digital GSM system. Omnipoint will deploy the Omnipoint/GSM
integrated system in the New York MTA and has also agreed to jointly market
integrated systems throughout North America.

     The system will initially use a GSM interface between Omnipoint's RF access
technology and the digital switches. Use of an available network interface such
as GSM should ensure the timely deployment of PCS systems utilizing Omnipoint's
technology.

     Northern Telecom and the Company have signed a series of equipment OEM and
supply agreements, as well as the NT Credit Facility. Northern Telecom will make
varying payments as it purchases core electronics and software from the Company.
Northern Telecom has made an initial $3.0 million license payment (part of up to
$12.0 million in licensing and OEM fees to be paid to the Company under certain
circumstances) and may make additional royalty payments based upon shipments of
Omnipoint products. Northern Telecom will then sell Omnipoint/Northern Telecom
integrated systems to PCS operators, including the Company. A substantial
portion of the Company's purchases to build out the New York network will be
financed by Northern Telecom under 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.

     The pilot network has been delivered and installed in Manhattan using the
Omnipoint System. Omnipoint and Northern Telecom have announced that their
integrated systems will be introduced commercially for sale to other PCS
operators in 1998.

  ERICSSON RELATIONSHIP

     On April 16, 1996, Ericsson and the Company and their respective affiliates
entered into a series of definitive agreements including: (i) a licensing and
OEM agreement relating to the Omnipoint System; (ii) a GSM handset supply
agreement; and (iii) a supply agreement for infrastructure equipment to be
deployed as part of the Company's networks. Each of these agreements has a term
of five years commencing on the date on which it was executed. In addition,
Ericsson and the Company have entered into the Ericsson Credit Facility for the
New York MTA network.

     Under the non-exclusive licensing and OEM agreement, Ericsson will purchase
from the Company base stations for resale worldwide as part of Ericsson wireless
systems in the 1850-1990 MHz frequency band. For the

                                       10
<PAGE>

rights granted under the licensing and OEM agreement, Ericsson will pay license
fees and royalties, including an initial $4.5 million license fee.

     Under the agreement for the sale of Ericsson infrastructure equipment, the
Company and its affiliates subject to certain conditions, including vendor
financing, have committed to purchasing at least $166 million of a mix of IS-661
and PCS 1900 infrastructure equipment. The Company will also purchase GSM
handsets from Ericsson in accordance with the terms of the GSM handset supply
agreement.

     Pursuant to the Ericsson Credit Facility, Ericsson will provide up to
$132.0 million of vendor financing for the New York MTA network to OCI for (i)
amounts owed to Ericsson under the infrastructure supply agreement, and (ii)
amounts owed to Ericsson under the handset agreement, so long as these latter
amounts do not exceed 50% of the amounts owed to Ericsson for infrastructure
equipment.

     Also in April 1996, the Company and Orbitel entered into a non-binding
memorandum of understanding regarding the development and manufacture of single
mode IS-661 and dual mode IS-661/PCS 1900 handsets. Under this memorandum of
understanding, Orbitel would develop, manufacture and provide dual mode IS-
661/PCS 1900 equipment in accordance with a mutually-agreed upon timetable
commencing at the time OCI shall agree to a minimum purchase commitment to be
determined after the parties have ascertained the resources necessary for the
development and manufacture of such equipment.

     The definitive agreements contemplate other cooperation between the
parties, including assistance on IS-661 integration with the GSM interface and
related systems, cooperation on new applications for the Omnipoint System,
including data services, developmental efforts relating to equipment, technical
trials of IS-661 technology and the establishment of GSM standards.

  HANSOL RELATIONSHIP

     On December 12, 1995, the Company granted a non-exclusive license to Hansol
to manufacture Omnipoint System subscriber equipment and entered into a
strategic alliance with Hansol for the promotion of the Omnipoint System in the
Republic of Korea and other parts of Asia. The agreement provides that, subject
to certain preconditions such as competitive pricing, quality and availability,
Omnipoint will purchase Hansol manufactured subscriber equipment for sale to
subscribers in areas covered by the Company's Entrepreneurs' C Band markets.
Hansol has the right to designate management representatives and may have
engineers and other personnel working with Omnipoint to develop the Company's
networks.

  ROAMING ARRANGEMENTS

     The Company has roaming arrangements with GSM-based PCS providers PacBell,
BellSouth, Western Wireless, Powertel, APC, Pocket and Aerial, to provide
subscribers with roaming capability in the markets where these parties will
operate PCS services. The Company and these GSM-based PCS providers will conduct
joint tests of Omnipoint's technology and plan to work together to establish PCS
infrastructure and handset standards and conduct joint marketing efforts. The
Company believes that these arrangements, coupled with the results of the C, D,
E and F Block auction will bring GSM coverage to over 90% of the U.S.
population. The Company and certain other PCS license holders are currently
exploring alternatives to ensure that the GSM protocol will be available in all
U.S. markets. There can be no assurance that the Company or others will be
successful in this endeavor. In addition, the Company has signed a number of
roaming agreements with foreign carriers. The Company is in discussions with
other GSM-based PCS providers regarding additional strategic relationships.

REGULATORY ENVIRONMENT

     The FCC regulates the licensing, construction, operation and acquisition of
wireless telecommunications systems in the U.S. pursuant to the Communications
Act of 1934, as amended (the "Communications Act"), and

                                       11
<PAGE>

the rules, regulations and policies promulgated by the FCC thereunder. Under the
Communications Act, the FCC is authorized, among other things, to allocate,
grant and deny licenses for PCS frequencies, establish regulations governing the
interconnection of PCS systems with wireline and other wireless carriers, grant,
rescind or deny license renewals and applications for transfer of control or
assignment of PCS licenses, establish other regulations governing the operations
of PCS and other telecommunications carriers and impose fines and forfeitures
for any violations of the Communications Act or FCC regulations.

  PCS LICENSING

     The FCC established PCS service areas in the U.S. of 51 MTAs comprised of
493 smaller BTAs largely based upon Rand McNally's market definition . In June
1994, the FCC finalized the allocations of the 1.85 to 1.99 GHz bands for
broadband PCS services. The Commission distinguished the licenses along four
dimensions, including (i) the amount of RF spectrum-30 MHz versus 10 MHz, (ii)
the size of geographic area-MTA versus BTA, (iii) the eligibility to hold the
license and participate in the specific auction for each type of license, and
(iv) the timing of the auctions regarding each of the above categories.

     The FCC decided that two 30 MHz licenses, designated as Blocks A and B,
would be allocated geographically by MTAs (these include the Block A licenses
granted to the Pioneers in their respective MTAs). The 30 MHz MTA auction ended
in March 1995, and the FCC granted those licenses in June 1995. Four licenses
designated as Blocks C, D, E and F are allocated by BTAs. The C and F Block
licenses are allocated 30 MHz and 10 MHz of spectrum, respectively, and reserved
for "Entrepreneurs."  Eligibility to bid for and hold licenses in the C and F
Blocks is limited to entities that, together with their affiliates and certain
investors, have gross revenues of less than $125 million in each of the last two
years and total assets of less than $500 million.  Successful bidders in the
Entrepreneurs' Band are given certain bidding credits and favorable installment
payment terms. The most favorable bidding credits and installment payment
options are available only to C Block applicants that qualify as small
businesses, and to F Block applicants that qualify as very small businesses.
Generally, a small business is an entity that has average annual gross revenues
of not more than $40 million for the preceding three relevant years while a very
small business is an entity that has average annual gross revenues of not more
than $15 million for the preceding three relevant years.

     In determining whether a C or F Block applicant meets the financial caps
for qualification as an Entrepreneur, a small business or a very small business,
the FCC examines, individually and cumulatively, the assets and revenues of the
applicant, its affiliates, investors with more than 25% or 49.9% (depending on
which of the two control group equity structures is used) of the applicant's
fully-diluted equity or voting stock and its control group members. Applicants
seeking to qualify as an Entrepreneur, a small business or a very small
business, must be controlled by a control group made up principally of
individuals or entities who meet the financial qualifications applicable to
Entrepreneurs. Only certain non-qualifying investors may be in the control
group, such as members of the entity's management team or qualifying
institutional investors. The control group must hold at least 25% or 50.1%
(depending on which control group equity structure is used) of the applicant's
total equity during the first three years and 50.1% of the applicant's voting
stock for the initial term of the license.

     Over time, C and F Block licensees (as well as their affiliates and
investors) may exceed the gross revenue caps through equity investment by non-
attributable investors, debt financing, revenue from operations, business
development and expanded service. Furthermore, after three years from the date
of the license grant, the control group will be required to hold only 10% or 20%
of the total equity (depending on which control group equity structure is used).
The control group must retain at least 50.1% of the ownership of voting stock,
however, for the duration of the initial license term, and the control group
must exercise de facto as well as de jure control over the licensee. The FCC has
stated that it will conduct audits to ensure compliance with Entrepreneurs' Band
regulations.

     The Entrepreneurs' Band auction for the C Block licenses ended in May 1996.
The D, E and F Block auctions ended in January 1997. The remaining 20 MHz of the
140 MHz of PCS spectrum available was allocated for unlicensed PCS applications
such as wireless PBX adjuncts, LANs and home cordless phones. All PCS licenses

                                       12
<PAGE>

will be granted for a 10-year period, at the end of which they may be renewed.
Licenses may be revoked at any time for cause.

     The Company's networks will operate in the spectrum now partially occupied
by private and common carrier fixed microwave users. Many of these microwave
incumbents provide services that may interfere with or receive interference from
the operation of PCS networks and, as a result, will have to be negotiated with
or relocated. In an effort to balance the competing interests of existing
microwave users and newly authorized PCS licensees, the FCC has adopted a
transition plan to relocate such microwave operators to other spectrum blocks.
In the event the Company displaces a microwave incumbent, the Company must pay
at least the microwave incumbent's relocation expenses, and may be required to
take actions necessary to put the microwave incumbent's new facility into
operation. The Company may also be required to reimburse other entities for the
relocation by such entities of microwave incumbents that the Company would have
displaced. The Company expects to implement a frequency plan that will minimize
to the extent possible the number of existing microwave users that need to be
relocated.

  PIONEER'S PREFERENCE PROGRAM

     Omnipoint is one of only three recipients of a broadband PCS Pioneer's
Preference license. Under the terms of the FCC's Pioneer's Preference program
and pursuant to an FCC order, Omnipoint was awarded a preference to apply for a
license not subject to competing applications to provide service in the New York
MTA. The Company received the New York MTA License consisting of 30 MHz of PCS
spectrum (1850 to 1865 MHz and 1930 to 1945 MHz) in December 1994. The final
terms of the Pioneer's Preference awards are contained in the GATT legislation.
All of the litigation related to the GATT legislation has been dismissed and all
appeal rights have expired.

     Pursuant to the terms of the GATT legislation, the Company will pay $347.5
million or $12.88 per POP for the New York MTA License on the following terms:
(i) a five-year payment period with interest accruing at 7.75% from the order
adoption date with the first payments due on April 8 and April 30, 1996 and
subsequent quarterly payments due 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 GATT legislation prohibits
the FCC from reconsidering its December 1993 Report and Order granting final
preference awards to the three Pioneers. The legislation also mandates that the
decision is not subject to further administrative or judicial review. GATT also
provides that the FCC establish by order the interest rate and the timing of
principal and interest payments. On March 8, 1996, the FCC adopted such an
order, the terms and conditions of which are as follows:

  CONDITIONS ON LICENSES

     The FCC has placed certain conditions on the Company's New York MTA
License. The conditions include the requirement that the Company construct
network facilities that offer coverage to at least one-third of the population
in the particular MTA or BTA service area within five years of the grant of the
license (the "Five-Year Buildout Requirement") and to at least two-thirds of
the population within 10 years (the "10-Year Buildout Requirement"),
assignment and change of control restrictions and substantial use requirements.
Violations of any of these conditions could result in license revocations,
forfeitures or fines.

     The Company's licenses are subject to the Five-Year Buildout Requirement
and the 10-Year Buildout Requirement. In the case of the New York MTA License,
the Five-Year Buildout Requirement must be met by December 1999 and the 10-year
Buildout Requirement by December 2004. The Company believes it can achieve these
requirements as well as the buildout

                                       13
<PAGE>

requirements that apply to its other licenses. Licensees that fail to meet their
respective coverage requirements may be subject to forfeiture of the license.

     The Pioneer's Preference PCS licenses contain a provision prohibiting an
assignment of the license or a transfer of control of the licensee until the
earlier of three years after the license grant (i.e., not before December 1997)
or the date on which the Company has provided coverage for one-third of the
license area's population. In addition, the Communications Act requires the
FCC's prior approval of the assignment or transfer of control of a PCS license.
Furthermore, the FCC has established transfer disclosure requirements that
require licensees who transfer control of or assign a PCS license within the
first three years to file associated contracts for sale, option agreements,
management agreements or other documents disclosing the total consideration that
the applicant would receive in return for the transfer or assignment of its
license. Non-controlling interests in an entity that holds a PCS license or PCS
system generally may be bought or sold without prior FCC approval.

     The Entrepreneurs' Band licensees are prohibited from voluntarily assigning
or transferring control of their licenses for five years after grant date except
to assignees or transferees that satisfy the financial criteria established for
the Entrepreneurs' Band. Any transfers or assignments during the 10-year initial
license term are subject to unjust enrichment penalties including the forfeiture
of any bidding credits and the acceleration of any installment payment plans if
the assignee or transferee does not qualify for the same benefits. In addition,
licensees must maintain their Entrepreneurs' Band eligibility for five years
from the date of initial license grant. In that regard, however, increased gross
revenues or total assets from non-attributable equity investments, debt
financing, and revenue from operations, business development or expanded service
are not considered by the FCC. The FCC has announced that it may conduct audits
to ensure compliance with all license conditions.

     The New York MTA License contains a condition that requires the Company to
construct a PCS system that "substantially uses" the design and technology
upon which the Pioneer's Preference award was based. The condition expires upon
the system providing coverage for one-third of the population of the MTA. The
FCC has never specifically defined the phrase "substantial use."  Although
there can be no assurance as to whether or how the FCC will in the future
construe the phrase "substantial use", the Company believes, on the basis of
prior FCC pronouncements, that its present plan to use the Omnipoint/GSM System
to build out the New York MTA network will satisfy the "substantial use"
condition. The Company's other licenses do not contain a similar condition.

     In addition, to maintain all of the benefits of its Designated Entity
Status, the Company's control group and qualifying investors must retain certain
minimum stock ownership and voting stock of the Company and meet certain other
criteria.

  CITIZENSHIP REQUIREMENTS

     Under existing law, no more than 20% of any subsidiary of the Company that
holds an FCC license may be owned directly by non-U.S. citizens or their
representatives.  Foreign ownership of up to 25% is permitted in the Company and
its subsidiaries that have a direct or indirect ownership interest in an FCC
licensee; however, upon request, the FCC has the discretion to allow a licensee
to exceed the 25% benchmark if so doing is in the public interest.  If an FCC
licensee exceeds the benchmark without express permission, the FCC may deny or
revoke the license if such a denial or revocation would be in the public
interest.  The restrictions on foreign ownership could also adversely affect the
ability of the Company to attract additional equity financing from entities that
are, or are owned, by non-U.S. persons.

     Failure to comply with these requirements may result in the FCC issuing an
order to the entity requiring divestiture of alien ownership to bring the entity
into compliance with the Communications Act. In addition, fines, a denial of
renewal or revocation of the license are possible. The Company has no knowledge
of any present foreign ownership in violation of the Communications Act.

                                       14
<PAGE>

  TELECOMMUNICATIONS ACT OF 1996

     The Telecom Act is the first comprehensive legislation changing federal
telecommunications regulation in over 60 years. In general, its goal is to
remove the statutory, regulatory and court-ordered barriers that historically
prohibited new entrants into many segments of the telecommunications industry.
The Telecom Act enables LECs, long distance carriers, cable companies,
broadcasters and others to compete directly. The Telecom Act attempts to create
opportunities for competition within the local loop, while allowing BOCs
eventually to enter the long distance market. It requires the BOCs and other
incumbent LECs to permit competitors to interconnect with their local loop
networks through unbundled network elements, resale and collocation. The passage
of the Telecom Act will affect the business of the Company because of the likely
creation of more opportunities to compete in both the local exchange and long
distance markets for the same or similar types of services that the Company
plans to offer as well as the specific treatment of commercial mobile radio
service operators such as the Company. However, the Company cannot predict the
exact nature and extent of this competition. On August 1, 1996, the FCC adopted
rules implementing the interconnection provisions of the Telecom Act that
provide for unbundled network elements at the incumbent LEC's long run
incremental costs plus a reasonable share of forward-looking joint and common
costs ("total element long run incremental cost") and for resale of incumbent
LEC retail services at substantial discounts off of retail rates (with a default
range of 17-25%).  In October 1996, the U.S. Court of Appeals for the Eighth
Circuit issued a stay of FCC's interconnection and resale pricing rules pending
final determination of the challenges brought against FCC's August 1
interconnection Order.  In November 1996, the stay was partially lifted with
respect to rules governing interconnection between incumbent LECs and wireless
companies.  In addition, the FCC has adopted rules regarding telephone number
portability pursuant to which subscribers will be able to migrate their landline
and cellular telephone numbers to a PCS carrier, and from a PCS carrier to
another service provider. The FCC is also conducting or planning to conduct a
number of rulemaking proceedings, including proceedings anticipated to establish
rules expected to result in an overhaul of the access charges paid by long-
distance carriers to LECs and the funding mechanisms for universal service which
may require PCS licensees such as the Company to pay charges to support
universal service.

PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

     As of December 31, 1996, Omnipoint has received 15 patents on its
technology, has 13 patent applications which have been allowed, and has 53 U.S.
and 84 foreign patent applications pending. The issued patents will expire
between 2008 and 2015. The Company will continue to file patent applications as
engineering developments occur. The policy of the Company is to apply for
patents or other appropriate or statutory protection when it develops valuable
new or improved technology. The Company believes, however, that the successful
development of its technology generally depends more upon the experience,
technical know-how and creative ability of its personnel rather than on
ownership of patents.

     The status of patents involves complex legal and factual questions and the
breadth of claims allowed is uncertain. Accordingly, there can be no assurance
that patent applications filed by the Company will result in patents being
issued or that its patents, and any patents that may be issued to it in the
future, will afford protection against competitors with similar technology; nor
can there be any assurance that patents issued to the Company will not be
infringed upon or designed around by others or that others will not obtain
patents that the Company would need to license or design around. If existing or
future patents containing broad claims are upheld by the courts, the holders of
such patents might be in a position to require companies to obtain licenses.
There can be no assurances that licenses that might be required for the
Company's products would be available on reasonable terms, if at all. To the
extent that licenses are unavailable, or are not available on acceptable terms,
no assurance can be made that the failure to obtain a license would not
adversely impact the Company.

     In addition to seeking patent protection, the Company relies on trade
secrets to protect its proprietary rights. The Company attempts to protect its
trade secrets and other proprietary information through agreements with
customers and suppliers, non-disclosure and non-competition agreements with
employees and consultants and other security measures. Although the Company
intends to protect its rights vigorously, there can be no assurance that these
measures will be successful.

                                       15
<PAGE>

EMPLOYEES

     As of March 27, 1997, the Company had a total of 856 employees,
including 583 employees of Omnipoint Communications Services, Inc. ("OCS") and
247 employees of Omnipoint Technology ("OT"). OCS has 212 employees in
engineering, 157 in sales, marketing and product management, and 214 in
customer support, administration and finance.  OT has 171 employees in
engineering, 13 in sales, marketing and product management, and 63 in
manufacturing, administration, finance and other activities. The Company's
future success will depend in significant part on the continued service of its
key technical, sales and senior management personnel. Competition for such
personnel is intense and there can be no assurance that the Company can retain
its key managerial, sales and technical employees, or that it can attract,
assimilate or retain other highly qualified technical, sales and managerial
personnel in the future. None of the Company's employees is represented by a
labor union. The Company has not experienced any work stoppages and considers
its relations with its employees to be good.

ITEM 2. PROPERTIES.

     Beginning April 1, 1997, the Company's principal administrative offices
will be located in leased space in Bethesda, Maryland. OT has its sales,
marketing, support, research and development personnel occupy two facilities in
Colorado Springs, Colorado, and one facility in Fort Worth, Texas. The largest
facility is located in approximately 68,512 square feet of subleased space in
Colorado Springs.  The other facility there is located in approximately 54,850
square feet of leased space.  The Virginia lease and the Colorado sublease and
lease are pursuant to agreements which expire in February 1998, August 2000 and
September 2000, respectively.  OT also occupies 20,000 square feet of leased
space in Fort Worth pursuant to a lease which expires March 31, 1999.

     In January 1997, the Company leased a 32,000 square foot facility in Cedar
Knolls, New Jersey, to house the corporate office of OCS.  The Company acquired
a building with approximately 24,000 square feet in Wayne, Jew Jersey in 1995 to
house its network control center.  In addition, OCS houses a customer
care/administrative support center in an approximately 24,000 square feet of
leased space in Bethlehem, Pennsylvania, with an additional 24,000 square feet
of leased space for additional administrative purposes.

ITEM 3. LEGAL PROCEEDINGS.


     The Company is not currently aware of any pending or threatened litigation
that could have a material adverse effect on the Company's financial condition,
results of operations or cash flows.

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

     None.

                                       16
<PAGE>

                                    PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS.

     The Common Stock of Omnipoint is traded on the Nasdaq National Market under
the symbol "OMPT."  Prior to January 26, 1996, there was no established public
trading market for any of the Company's securities.

     The following table sets forth, for the periods indicated, the range of
high and low closing sales price for the Common Stock as reported on the Nasdaq
National Market.

<TABLE>
<CAPTION>
Fiscal 1996                               High     Low
                                         ------  --------
<S>                                      <C>     <C>
First Quarter (from January 26, 1996)        28    19-1/2
Second Quarter                           32-3/4  25-15/32
Third Quarter                            30-1/2        22
Fourth Quarter                           35-1/2    18-7/8
</TABLE>

     On March 27, 1997, the last reported sale price of the Common Stock was
$11.875 per share.  As of March  27, 1997, the Company had approximately 411
shareholders of record.

     In April 1996, the Company issued to a sophisticated institutional investor
312,500 shares of Common Stock upon exercise of a warrant, for an aggregate
purchase price of $1,250.

     In December 1996, in reliance upon the provisions of Regulation S under the
Act, relating to sales by the Company to a non-U.S. person, the Company issued
to a sophisticated institutional investor 250,000 shares of Common Stock upon
exercise of a warrant, for an aggregate purchase price of $1,000.

     The Company has never paid or declared any cash dividends on its Common
Stock and does not expect to pay cash dividends in the foreseeable future.
Further, the Company's Indenture in connection with 11 5/8% Senior Notes due
2006, dated August 27, 1996, and the Indenture in connection with 11 5/8%
Series A Senior Notes due 2006, dated December 2, 1996, both restrict the
Company's ability to declare or pay dividends.   The NT Credit Facility
contains a restriction on OCI's ability to declare and pay dividends.

                                       17
<PAGE>

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.

     The following selected consolidated financial data should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this Form 10-K.  The selected
consolidated financial data as of December 31, 1995 and 1996, and for each of
the three years in the period ended December 31, 1996, have been derived from
the Company's consolidated financial statements included elsewhere in this Form
10-K which have been audited by Coopers & Lybrand L.L.P., independent
accountants, whose report thereon is also included in this Form 10-K.  The
selected consolidated financial data as of December 31, 1992, 1993 and 1994 and
for each of the years ended December 31, 1992 and 1993 have been derived from
audited financial statements of the Company not included in this Form 10-K.
<TABLE>
<CAPTION>

                                                             Year Ended December 31,
                                          ------------------------------------------------------------
                                            1992       1993          1994          1995        1996
                                          ---------  ---------  --------------  ----------  -----------
<S>                                       <C>        <C>        <C>             <C>         <C>
                                                     (in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:
     Revenue............................   $ 3,399    $ 1,618        $  3,000   $  --       $      531
     Operating expenses:
        Research and development........     3,700      4,593           7,018      14,345       38,205
        Sales, general and
         administrative.................     2,475      2,974           6,290      12,619       47,140
         Depreciation and amortization..       101        246           1,125      11,038       15,587
                                           -------    -------        --------    --------   ----------
               Total operating expenses.     6,276      7,813          14,433      38,002      100,932
                                           -------    -------        --------    --------   ----------
     Loss from operations...............    (2,877)    (6,195)        (11,433)    (38,002)    (100,401)
     Interest income (expense), net.....        82        (32)         (1,156)        232      (26,529)
     Miscellaneous income...............        --         --              65          --           --
     Gain on sale of subsidiary stock...        --         --           3,194          --           --
                                           -------    -------        --------    --------   ----------
     Net loss...........................   $(2,795)   $(6,227)       $ (9,330)   $(37,770)  $ (126,930)
                                           =======    =======        ========    ========   ==========

                                                               As of December 31,
                                           -----------------------------------------------------------
                                              1992       1993            1994        1995         1996
                                           -------    -------        --------    --------   ----------
                                                                (in thousands)
BALANCE SHEET DATA:
    Working capital (deficit)...........   $ 1,340    $ 9,055        $  3,095    $ (1,410)  $  246,315
    Total assets........................     2,540     14,465         360,946     474,990    1,419,472
    FCC license obligations.............        --         --         347,518     347,518      709,853
    Other long-term debt................        --         --           1,688      48,349      477,503
    Preferred stock.....................     1,500     15,902          15,902      44,127           --
    Total stockholders' equity (deficit)       101     (6,031)         (7,416)    (30,548)     133,774
</TABLE>

                                       18
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

     Management's Discussion and Analysis of Financial Condition and Results of
Operations and other parts of this 10-K contain forward looking statements which
involve risks and uncertainties.  The Company's actual results could differ
materially from the results discussed in forward looking statements.

OVERVIEW

     The Company was incorporated in Delaware in June 1987 to design, develop,
manufacture and market wireless digital communications products. From inception
to 1991, the Company focused primarily on developing its core technology.  The
Company used its core technology to generate revenues from the production of
prototype equipment pursuant to agreements with companies in the communications
industry. In 1992, the principal focus of the Company shifted from performing
such activities to the development of its PCS business.

     Since 1992, the Company has generated limited revenues primarily from
license fees, research and development services and prototype equipment sales
related to its proprietary technology. As the principal focus of the Company has
been the development of its PCS business, there has been minimal contract and
license fee activity.  The Company believes that period-to-period revenue
comparisons are not necessarily meaningful as an indication of future
performance. The Company expects to derive revenues from the sale of its
equipment and the provision of PCS service in the Company's recently launched
New York market.

RESULTS OF OPERATIONS

     YEAR ENDED DECEMBER 31, 1996 COMPARED WITH YEAR ENDED DECEMBER 31, 1995

     Revenues for 1996 were $531,000, all of which was associated with the
launch of the New York networks, compared to no revenues in 1995.

     Research and development expenses increased by 167.1%, or approximately
$23.9 million, to $38.2 million for the year ended December 31, 1996 compared to
$14.3 million for the year ended December 31, 1995. The increase was due
primarily to an increase of $5.8 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 $1.7 million for equipment leases and
rentals, and an increase of $10.3 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.

     Sales, general and administrative expenses increased by 273.8%, or
approximately $34.5 million, to $47.1 million for the year ended December 31,
1996 compared to $12.6 million for the year ended December 31, 1995. Of this
increase, $7.6 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 $4.0 million in marketing expense,
$10.1 million of inventory write-downs to reflect net replacement cost and $3.5
million in rent, utilities and other building expenses. The Company expects that
such expenses will continue to increase significantly in 1997, as the company
continues to expand its operations.

     Depreciation and amortization increased by 40.9% or approximately $4.5
million to $15.6 million for the year ended December 31, 1996 compared to $11.0
million for the year ended December 31, 1995.  The increase in the 1996 period
was due to a general increase in depreciation related to the Company's network
infrastructure equipment as a result of activation of the PCS networks.

     Interest and other income increased approximately $10.0 million to $10.7
million for the year ended December 31, 1996 compared to $0.7 million for the
year ended December 31, 1995. 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 and short-term investments resulted
from the issuance of $25.0 million in senior notes in November 1995, $25.0
million in convertible notes in November and December 1995, the proceeds of
$118.4 million received from the
                                       19
<PAGE>

Company's IPO in January 1996, $110.7 million from a follow-on offering in July
1996 and $352.4 million 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 approximately $36.7 million, to $37.2 million
for the year ended December 31, 1996 as compared to $0.5 million for the year
ended December 31, 1995. The increase was due to $20.2 million of interest
expense for the New York MTA Pioneer Preference license, $11.0 million for the
1996 Senior Notes, $4.1 million for the five-year term Senior Notes in an
aggregate principal amount of $25.0 million (the "1995 Senior Notes") in an
amount of $0.4 million related to the amortization of bond issuance costs, and
$0.9 million associated with the NT Credit Facility.

     Net loss increased approximately $89.1 million to $126.9 million for the
year ended December 31, 1996 compared to $37.8 million for the year ended
December 31, 1995.  This increase was due primarily to a general increase in
operating expenses, as well as an increase of approximately $26.7 million in net
interest expense.

     YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

     There were no revenues during the year ended December 31, 1995 as compared
to $3.0 million for the year ended December 31, 1994, consisting of a license
fee from Northern Telecom.

     Research and development expenses increased by 104.3%, or approximately
$7.3 million, to $14.3 million for the year ended December 31, 1995 compared to
$7.0 million for the year ended December 31, 1994.  The increase was due
primarily to an increase of $3.1 million in the purchase of research and
development components and an increase of $3.3 million in payroll and related
payroll taxes and employee benefits associated with the Company's continued
growth and its development of the IS-661 technology.

     Sales, general and administrative expenses increased by 100.0%, or
approximately $6.3 million, to $12.6 million for the year ended December 31,
1995 compared to $6.3 million for the year ended December 31, 1994. Of this
increase, $2.5 million was due to increases in management headcount resulting
from the expansion of the Company's operations.  The remaining increase consists
primarily of increases of $1.1 million in legal fees, $300,000 in accounting
fees, $402,000 in rent expense and utilities, $664,000 in consulting service
fees and $530,000 in travel expenses.

     Depreciation and amortization increased approximately $9.9 million to $11.0
million for the year ended December 31, 1995 compared to $1.1 million for the
year ended December 31, 1994.  The increase in the 1995 period was due primarily
to 12 months of the amortization of the New York MTA License, which is being
amortized using the straight-line method over a period of 40 years.

     Net interest income was $232,000 for the year ended December 31, 1995
compared to $1.2 million of net interest expense for the year ended December 31,
1994.  The net interest expense for the year ended December 31, 1994 included
$1.5 million of interest expense related to the New York MTA License.

     Net loss increased approximately $28.5 million to $37.8 million for the
year ended December 31, 1995 compared to $9.3 million for the year ended
December 31, 1994.  This increase was due primarily to an increase of $8.7
million in amortization associated with the New York MTA License and a general
increase in operating expenses.

  LIQUIDITY AND CAPITAL RESOURCES

     Since its formation through December 31, 1996, the Company has financed its
operations and met its capital requirements primarily through the IPO, a follow-
on public offering, three Preferred Stock offerings, sale of the 1995 Senior
Notes, two private placements of the 1996 Senior Notes and vendor financing.


                                       20
<PAGE>

     Operating activities used net cash of $7.9 million in 1994, $19.7 million
in 1995 and $64.5 million in 1996.  These increases resulted from the Company's
increased activity and corresponding growth to support product development and
to commence the buildout of the New York MTA network. Investing activities
provided net cash of $720,000 in 1994, used net cash of $44.0 million in 1995,
and used net cash of $290.4 million in 1996, which consisted of capital
expenditures for equipment used in engineering and manufacturing, the purchase
of New York MTA infrastructure related products, license payments and short and
long-term investments.

     During 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 two private placements of the 1996 Senior
Notes. These financing activities provided net cash of $512.0 million in 1996
compared to $116.0 million in 1995. Operating activities used net cash of $64.5
million in 1996 compared to $19.7 million in 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 $290.4 million in 1996
compared to $44.0 million in 1995. The increase consists of $173.8 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
Entrepreneurs' Band licenses, $20.0 million in additional FCC deposits and $48.6
million for short and long term investments.

     As of December 31, 1996, the Company had working capital of approximately
$246.3 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,
reflecting the receipt of $118.4 million of proceeds, net of expenses, from the
issuance of 8,050,000 shares of Common Stock in the IPO, 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 IPO, respectively.
This increase in working capital was partially offset by the cash used to repay
a short-term credit agreement debt.  In July 1996, the Company received
approximately $110.6 million of proceeds, net of expenses, from the issuance of
4,500,000 shares of Common Stock.  In August and December of 1996, the Company
sold an aggregate of $450.0 million of the 1996 Senior Notes, yielding the
Company $352.4 million after deducting expenses and $90.7 million in escrowed
funds.  Items reducing working capital include an additional $20.0 million in
FCC deposits, $50.9 million for down payment on Entrepreneurs' Band licenses,
and a $75.2 million repayment of vendor financing debt.

     In 1993, the Company, through its subsidiary, OCI, was awarded a final
Pioneer's Preference for the New York MTA License that required no license fee.
Subsequent legislation mandated a methodology for charging for such License and
required that the FCC adopt an order setting forth the terms of the principal
and interest payments for such License.  In accordance with terms defined in
that legislation, the Company is obligated to pay a license fee of $347.5
million to the FCC for the New York MTA License.  On March 8, 1996, the FCC
adopted such an order, the terms and conditions of which are as follows: (i) a
five-year payment period with interest accruing at 7.75% from the order adoption
date with the first payment due on the 30th day following such date and
subsequent quarterly payments due 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.  In 1996, the Company made
interest payments totaling $20.1 million.

     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 to finance 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.

                                       21
<PAGE>

     The NT Credit Facility is 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.  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 December 31, 1996, OCI paid all outstanding
balances (principal and accrued interest) of 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 December 31, 1996, the Company repaid the entire 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 the Entrepreneurs' Band auction.

     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 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, 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 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 pursuant to an inter-creditor
arrangement.

        The Company, through its subsidiary, Omnipoint Communications, Inc.
("OCI"), signed a five year agreement with Ericsson to purchase $85.0 million of
infrastructure equipment, software and engineering, installation and testing
services. In addition, since the Company acquired C Block licenses covering 13.3
million people, beyond those in the New York MTA, the Company is obligated to
purchase $81.3 million in additional equipment and services.

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

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

     On November 22, 1995, the Company sold variable interest rate 1995 Senior
Notes, in the aggregate amount of $25.0 million, together with warrants to
purchase 625,000 shares of Common Stock at an exercise price of $.004 per share.
The 1995 Senior Notes mature in five years and may be prepaid at any time.  The
note purchase agreement contains certain covenants and restrictions on the
Company, including a restriction on the payment of cash dividends and the
requirement that any indebtedness of the Company be pari passu or subordinate to
the 1995 Senior Notes.

     On November 29, 1995, the Company sold Convertible Subordinated 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 Subordinated Notes in the
aggregate amount of $10.0 million to Hansol, together with warrants to purchase
250,000 shares of Common Stock at an exercise price of $.004 per share. The
Convertible Subordinated Notes were converted upon the closing of the IPO into
1,562,500 shares of Common Stock.

     On January 31, 1996, the Company completed its IPO of 8,050,000 shares of
Common Stock resulting in proceeds, net of related expenses, of approximately
$118.4 million.  In connection with the IPO, the Preferred Stock was converted
into 10,605,591 shares of Common Stock and the Convertible Subordinated Notes
were converted into 1,562,500 shares of Common Stock.  The Company used a
portion of the net proceeds to pay down the outstanding balance of $36.5 million
due pursuant to a credit agreement.

     On July 3, 1996, the Company completed a public offering of 4,500,000
primary shares of Common Stock resulting in proceeds, net of related expenses,
of approximately $110.7 million.

                                       22
<PAGE>


     On September 17, 1996, the Company was awarded 18 Entrepreneurs' Band BTA C
Block licenses for an aggregate price of $509.1 million.  The Company made its
down payment of 10%, of $51.0 million in two equal installments, on May 14, 1996
and September 24, 1996.  The remaining 90% of the license payments, or $458.2
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 Company has
filed with the FCC a formal request that the interest rate be set at 6.5%.  On
December 31, 1996, the Company made an initial interest-only payment for the
Block C license of approximately $9.2 million.  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 with terms similar to the U.S. government financing,
the Company used an 11% discount rate.

     In the recently completed auction by the FCC of the D, E and F Block
licenses for BTAs, 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.

     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

                                       23
<PAGE>

and the status of competitive products. The Company believes that cash and cash
equivalents on hand, including proceeds from the two private placements of the
1996 Senior Notes, anticipated revenues, vendor financing and additional
strategic partnerships will be adequate to fund its operations and its network
buildout through 1997. There can be no assurance, however, that the Company will
not require additional financing during such period 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information required by Item 8 of Part II is included herein
as to the Consolidated Financial Statements filed with this report; see
Item 14 of Part IV.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.


     None.


RECENT ACCOUNTING PRONOUNCEMENTS

        In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which is effective for fiscal year 1997. SFAS No. 128 is designed to
improve the EPS information provided in financial statements by simplifying the
existing computational guidelines, revising the disclosure requirements and
increasing the comparability of EPS data on an international basis. The Company
is evaluating the impact of this pronouncement; however, the adoption of this
pronouncement is not expected to have a material impact on the Company's
financial statements.
                                       24
<PAGE>

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

     The information required by Item 10 is hereby incorporated by reference
from the Proxy Statement of Omnipoint Corporation.

ITEM 11. EXECUTIVE COMPENSATION.

     The information required by Item 11 is hereby incorporated by reference
from the Proxy Statement of Omnipoint Corporation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required by Item 12 is hereby incorporated by reference
from the Proxy Statement of Omnipoint Corporation.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required by Item 13 is hereby incorporated by reference
from the Proxy Statement of Omnipoint Corporation.

                                       25
<PAGE>

                                    PART IV

ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
                                                                                   PAGE NUMBER
                                                                                   -------------
(a)  Documents filed as part of the report:

<S>             <C>                                                                <C>
     (1)        Report of Independent Accountants                                  F-2
                Consolidated Balance Sheets at December 31, 1995 and 1996          F-3
                Consolidated Statements of Operations for the years ended
                December 31, 1994, 1995 and 1996                                   F-4
                Consolidated Statements of Stockholders' Equity (Deficit) for the
                years ended December 31, 1994, 1995 and 1996                       F-5
                Consolidated Statements of Cash Flows for the years ended
                December 31, 1994, 1995 and 1996                                   F-6
                Notes to Consolidated Financial Statements                         F-7

     (2)        Financial Statement Schedule                                       S-1

     (3)        Exhibits
</TABLE>

<TABLE>
<CAPTION>

Exhibit Number  Description
--------------  --------------------------------------------------------------------
<S>             <C>
3.1*            Amended and Restated Certificate of Incorporation of the Registrant.
3.2@@@          Amended and Restated Bylaws of the Registrant.
4.2             See Exhibit 3.1.
10.1@           Registrant's Amended and Restated 1990 Stock Option Plan.
10.2@           Form of Incentive Stock Option Agreement under Registrant's 1990 Stock
                Option Plan.
10.3@           Form of Stock Option Agreement under Registrant's 1990 Stock Option
                Plan for non-qualified options.
10.4@           Form of Stock Option Agreement outside scope of Registrant's 1990 Stock
                Option Plan for non-qualified options.
10.5@           Warrant Certificate, dated August 2, 1991, by and between the
                Registrant and Allen & Company Incorporated.
10.6@           Warrant Certificate, dated August 2, 1991, by and between the
                Registrant and Allen & Company Incorporated.
10.7@           Letter agreement, dated June 29, 1995, by and between the Registrant
                and Allen & Company Incorporated (relating to Exhibit 10.6).
10.8            [Intentionally left blank.]
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.
</TABLE>
                                       26
<PAGE>

10.14@   Employment Agreement, dated April 17, 1995, by and between the
         Registrant and Bradley E. Sparks.
10.15@   Promissory Note, dated April 17, 1995, by Bradley E. Sparks.
10.16@   Stock Restriction Agreement, dated April 17, 1995, by and between the
         Registrant and Bradley E. Sparks.
10.17    Employment Agreement, dated November 3, 1996, by and between the
         Registrant and Kjell S. Andersson.
10.18    Promissory Note, dated February 24, 1997, by Kjell S. Andersson.
10.19    Stock Restriction Agreement, dated February 24, 1997, by and between
         the Registrant and Kjell S. Andersson.
10.20@   Series B Convertible Preferred Stock Purchase Agreement, dated August
         9, 1993, by and among the Registrant and Madison Dearborn Capital
         Partners, L.P.
10.21@   Amendment No. 1 to Series B Convertible Preferred Stock Purchase
         Agreement, dated June 29, 1995, by and between the Registrant and
         Madison Dearborn Capital Partners, L.P.
10.22@   Series C Convertible Preferred Stock Purchase Agreement, dated June 29,
         1995, by and among the Registrant and the other parties named therein.
10.23@   Amended and Restated Registration Rights Agreement, dated June 29,
         1995, by and among the Registrant and the parties named therein.
10.24@   First Amended and Restated Voting Agreement, dated June 29, 1995, by
         and among the Registrant and the other parties named therein.
10.25@   OEM Supply Agreement for Omnipoint PCS (Personal Communication
         Systems) Products, dated September 22, 1994, by and between the
         Registrant and Northern Telecom Inc.
10.26@   Manufacturing License and Escrow Agreement for Personal Communication
         Service Products, dated February 28, 1995, by and between the
         Registrant and Northern Telecom Inc.
10.27@   Collaborative Development Agreement, dated March 1, 1995, by and
         between the Registrant and Northern Telecom Inc.
10.28@   Reciprocal OEM Agreement Memorandum of Understanding, dated March 30,
         1995, by and between the Registrant and Northern Telecom Inc.
10.29@   Supply Agreement, dated September 22, 1994, by and between Omnipoint
         Communications Inc. and Northern Telecom Inc.
10.30@   Amendment No. 1 to Supply Agreement, dated July 21, 1995, by and
         between Omnipoint Communications Inc. and Northern Telecom Inc.
10.31    [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 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.


                                       27
<PAGE>

10.38@+    Memorandum of Understanding, dated November 22, 1995, by and between
           the Registrant and Ericsson Inc.
10.39@     Letter Agreement, dated January 24, 1996, by and between the
           Registrant and between Ericsson Inc.
10.40@     Letter of Intent, dated October 26, 1995, by and between the
           Registrant and BellSouth Personal Communications, 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.
           Ameritech Development Corporation.
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.
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.
10.54      Agreement dated as of February 24, 1997, between the Registrant 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.
23.1       Consent of Coopers & Lybrand L.L.P.
24.1       Power of Attorney (included in signature pages).
27         Financial Data Schedule.

___________________________________________________________
@  Incorporated herein by reference to the Company's Registration Statement on
Form S-1, No. 33-98360.


                                       28
<PAGE>

@@      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 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.
+       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

        On May 3, 1996, a Form 8-K, Item 5, was filed disclosing the fact that
(i) the Company entered into definitive agreements with Ericsson Inc. governing
the licensing and OEM arrangement relating to the Company's proprietary IS-661
technology and (ii) the Company entered into a non-binding memorandum of
understanding with Orbital Mobile Communications Ltd. involving the development
of IS-661 and dual mode IS-661/PCS 1900 handsets.

        On September 10, 1996, a Form 8-K, Item 5, was filed disclosing the
consummation of the private placement of $250 million of the Company's 11-5/8%
Senior Notes due 2006.  On January 16, 1997, a Form 8-K, Item 5, was filed
disclosing the consummation of the private placement of $200 million of the
Company's 11-5/8% Series A Senior Notes due 2006.

(c)  EXHIBITS

          The exhibits required by this Item are listed under Item 14(a)(3).

(d)  FINANCIAL STATEMENT SCHEDULE

          The consolidated financial statement schedule required by this Item
are listed under Item 14(a)(2).



                                       29
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Arlington, Commonwealth of Virginia, on the 30th of March, 1997.


                         OMNIPOINT CORPORATION



                         By:/s/ Douglas G. Smith
                            --------------------
                            Douglas G. Smith
                            President and Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company in the capacities and on the date indicated.

     Each person whose signature appears below in so signing also makes,
constitutes and appoints Douglas G. Smith and Edwin M. Martin, Jr., and each of
them acting alone, his true and lawful attorney-in-fact, with full power of
substitution, for him in any and all capacities, to execute and cause to be
filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Report, with exhibits thereto and other
documents in connection therewith, and hereby ratifies and confirms all that
said attorney-in-fact or his substitute or substitutes may do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>


           SIGNATURE                  TITLE                    DATE
       -----------------  ------------------------------  --------------
<S>    <C>                <C>                             <C>

/s/    Douglas G. Smith   President, Chief Executive      March 30, 1997
------------------------  Officer, Chairman of the
       Douglas G. Smith   Board and Director (Principal
                          Executive Officer)


/s/    George F. Schmitt  Executive Vice President and    March 30, 1997
------------------------  Director; President of
       George F. Schmitt  Omnipoint Communications Inc.
</TABLE>




/s/  Bradley E. Sparks    Chief Financial Officer         March 30, 1997
----------------------    (Principal Financial and
Bradley E. Sparks         Accounting Officer)



/s/  James J. Ross        Director and Vice Chairman      March 30, 1997
------------------        of the Board
     James J. Ross


/s/  Evelyn Goldfine      Director                        March 30, 1997
--------------------
     Evelyn Goldfine

                                       30

<PAGE>


/s/  Richard L. Fields          Director                March 30, 1997
----------------------
     Richard L. Fields


/s/  Paul J. Finnegan           Director                March 30, 1997
---------------------
     Paul J. Finnegan


/s/  James N. Perry, Jr.        Director                March 30, 1997
------------------------
     James N. Perry, Jr.


/s/  Arjun Gupta                Director                March 30, 1997
----------------
     Arjun Gupta

                                       31

<PAGE>

                             OMNIPOINT CORPORATION

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>


                                                                                 Page
                                                                                 ----
<S>                                                                              <C>

Report of Independent Accountants                                                F-2

Consolidated Balance Sheets at December 31, 1995 and 1996                        F-3

Consolidated Statements of Operations for the years ended December 31, 1994,
  1995 and 1996                                                                  F-4

Consolidated Statements of Stockholders' Equity (Deficit) for the years ended
  December 31, 1994, 1995 and 1996                                               F-5

Consolidated Statements of Cash Flows for the years ended December 31, 1994,
  1995 and 1996                                                                  F-6

Notes to Consolidated Financial Statements                                       F-7

</TABLE>

                                      F-1
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of Omnipoint Corporation:

We have audited the accompanying consolidated balance sheets of Omnipoint
Corporation as of December 31, 1995 and 1996, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for
each of the three years in the period ended December 31, 1996.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Omnipoint Corporation as of December 31, 1995 and 1996, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.



                                       Coopers & Lybrand L.L.P.



Boston, Massachusetts
January 31, 1997

                                      F-2
<PAGE>

                             OMNIPOINT CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                       (IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                                            December 31,
                                                                                         ------------------
                                                                                           1995       1996
                ASSETS                                                                   --------  ----------
<S>                                                                                      <C>       <C>
CURRENT ASSETS:
 Cash and cash equivalents                                                               $ 57,784  $  215,029
 Short term investments                                                                         -      46,827
 Escrow deposit (Note 8)                                                                        -      43,516
 Prepaid expenses and other current assets (Note 3)                                         5,040       1,795
 Inventory (Note 4)                                                                         1,310      37,490
                                                                                         --------  ----------
      Total current assets                                                                 64,134     344,657

Fixed assets, net (Notes 5 and 13)                                                         18,957     186,851
FCC Licensing costs, net of accumulated amortization of $9,116 and $17,804
  as of December 31, 1995 and 1996, respectively (Note 9)                                 338,402     752,189
FCC deposit (Note 12)                                                                      40,000      60,000
Escrow deposit (Note 8)                                                                         -      48,466
Deferred financing costs and other intangible assets, net of accumulated amortization
  of $543 and $2,089 as of December 31, 1995 and 1996, respectively                        12,618      27,047
Other long-term assets                                                                        879         262
                                                                                         --------  ----------

      Total assets                                                                       $474,990  $1,419,472
                                                                                         ========  ==========

   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                                                          3,331      73,878
  Accrued expenses (Note 6)                                                                 4,593      12,333
  Accrued interest payable (Note 8)                                                           388      12,072
  Capital lease obligations - current portion (Note 13)                                       182          59
  Credit agreement (Note 8)                                                                36,500           -
  Convertible Subordinated Notes (Note 8)                                                  16,250           -
  Deferred revenue                                                                          4,300           -
                                                                                         --------  ----------

      Total current liabilities                                                            65,544      98,342

 Capital lease obligations - long term portion (Note 13)                                      106           -
 Loan payable under financing agreement (Note 8)                                           31,758           -
 Senior notes (Note 8)                                                                     16,485      18,617
 11 5/8% Senior and Series A Senior Notes due 2006 (Note 8)                                     -     458,886
 FCC license obligations (Note 9)                                                         347,518     709,853

 Commitments and contingencies (Notes 8 through 13)

 Redeemable convertible preferred stock, $.01 par value, 5,750,000 shares authorized at
   December 31, 1995 (Notes 7 and 8):
  Series A; 666,667 shares issued and outstanding at December 31, 1995                      1,500            -
  Series B; cumulative preferred stock; 1,651,714 shares issued and outstanding 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, net of issuance costs                                               26,708            -

 Stockholders' equity (deficit) (Notes 7, 8 and 14):
  Common stock, par value $.01 per share; authorized 75,000,000 shares, issued  and
    outstanding 24,658,618 shares at December 31, 1995, and 50,969,300 shares at
    December 31, 1996                                                                         247          510
  Additional paid-in capital                                                               29,860      329,772
  Accumulated deficit                                                                     (59,498)    (186,428)
  Unearned compensation                                                                       (23)      (8,883)
  Notes receivable (Note 2)                                                                (1,134)      (1,197)
                                                                                         --------   ----------

      Total stockholders' equity (deficit)                                                (30,548)     133,774
                                                                                         --------   ----------

        Total liabilities and stockholders' equity (deficit)                             $474,990   $1,419,472
                                                                                         ========   ==========

</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-3
<PAGE>

                             OMNIPOINT CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>


                                                     YEAR ENDED DECEMBER 31,
                                                ---------------------------------
                                                  1994       1995        1996
                                                ---------  ---------  -----------
<S>                                             <C>        <C>        <C>

Revenues:
  License fees (Note 10)                        $  3,000   $      -    $       -
  Revenues (Note 1)                                    -          -          531
                                                --------   --------    ---------

       Total revenues                              3,000          -          531

 Operating expenses:
  Research and development                         7,018     14,345       38,205
  Sales, general and administrative                6,290     12,619       47,140
  Depreciation and amortization                    1,125     11,038       15,587
                                                --------   --------    ---------

       Total operating expenses                   14,433     38,002      100,932
                                                --------   --------    ---------

       Loss from operations                      (11,433)   (38,002)    (100,401)
                                                --------   --------    ---------

 Other income (expense):
  Interest income                                    363        749       10,697
  Interest expense (Notes 8 and 9)                (1,519)      (517)     (37,226)
  Miscellaneous income                                65          -            -
  Gain on sale of subsidiary stock (Note 14)       3,194          -            -
                                                --------   --------    ---------

       Net loss                                 $ (9,330)  $(37,770)   $(126,930)
                                                ========   ========    =========

Net loss per share                                                     $   (2.71)
                                                                       =========

Weighted average common shares outstanding                                46,818
                                                                        ========

Pro forma net loss per common share (unaudited) (Note 1)   $  (0.96)
                                                           ========

Pro forma weighted average common shares outstanding
 (unaudited) (Note 1)                                        39,529
                                                           ========



   The accompanying notes are an integral part of the consolidated financial
                                  statements.



                                      F-4
<PAGE>

                             OMNIPOINT CORPORATION

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                       (IN THOUSANDS, EXCEPT SHARE DATA)

             for the years ended December 31, 1994, 1995, and 1996


</TABLE>
<TABLE>
<CAPTION>


                                                                                                                         TOTAL
                                             COMMON STOCK     ADDITIONAL                                             STOCKHOLDERS'
                                          ------------------    PAID-IN    ACCUMULATED     UNEARNED        NOTES         EQUITY
                                            SHARES    AMOUNT    CAPITAL      DEFICIT     COMPENSATION   RECEIVABLE     (DEFICIT)
                                          ----------  ------  -----------  ------------  -------------  -----------  --------------
<S>                                       <C>         <C>     <C>          <C>           <C>            <C>          <C>

Balance, December 31, 1993                22,835,786    $228    $  6,340     $ (12,398)       $   (43)     $  (158)      $  (6,031)
                                          ----------    ----    --------   -----------   ------------      -------       ---------

Issuance of common stock in exchange
 for convertible
  subordinated note                          382,308       4       3,213             -              -            -           3,217
Issuance of common stock in exchange
 for an option held by
  third party to purchase shares of
   subsidiary                              1,125,000      11       4,489             -              -            -           4,500
Issuance of restricted stock to employee       2,500       -          25             -              -            -              25
Issuance of common stock                         270       -           -             -              -            -
Exercise of stock options                     57,560       1          17             -              -            -              18
Issuance of restricted stock in
 exchange for employee note
  receivable                                  25,000       -         250             -              -         (250)              -
Amortization of unearned compensation              -       -           -             -             23            -              23
Interest on employee notes receivable              -       -           -             -              -           (2)             (2)
Forgiveness of employee notes receivable           -       -           -             -              -          164             164
Net loss                                           -       -           -        (9,330)             -            -          (9,330)
                                          ----------    ----    --------   -----------   ------------      -------       ---------

Balance, December 31, 1994                24,428,424     244      14,334       (21,728)           (20)        (246)         (7,416)
                                          ----------    ----    --------   -----------   ------------      -------       ---------

Issuance of 151,714 shares of Series B
 preferred stock in
  payment of Series B dividend                     -       -      (1,517)            -              -            -          (1,517)
Dividends accrued on Series B and
 Series C preferred  stock                         -       -      (1,839)            -              -            -          (1,839)
Issuance of warrants                               -       -      17,797             -              -            -          17,797
Issuance of common stock in exchange
 for services                                  8,700       -          58             -              -            -              58
Exercise of stock options                     83,994       1          91             -              -            -              92
Issuance of options as form of advanced
 compensation                                      -       -         112             -           (112)           -
Amortization of unearned compensation              -       -           -             -            109            -             109
Issuance of restricted stock in
 exchange for employee notes
  receivable                                 137,500       2         824             -              -         (826)              -
Issuance of employee note receivable               -       -           -             -              -          (87)            (87)
Interest on employee notes receivable              -       -           -             -              -          (29)            (29)
Forgiveness of employee notes receivable           -       -           -             -              -           54              54
Net loss                                           -       -           -       (37,770)             -            -         (37,770)
                                          ----------    ----    --------   -----------   ------------      -------       ---------

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 in connection with
 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     110,643             -              -            -         110,688
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                    995,592      10         729             -              -            -             739
Exercise of stock warrants                   596,999       6          (3)            -              -            -               3
Issuance of options at below fair
 market value                                      -       -       9,628             -         (9,628)           -               -
Amortization of unearned compensation              -       -           -             -            768            -             768
Interest on employee notes receivable              -       -           -             -              -         (138)           (138)
Forgiveness of employee note receivable            -       -           -             -              -           75              75
Net loss                                           -       -           -      (126,930)             -            -        (126,930)
                                          ----------    ----    --------   -----------   ------------      -------       ---------

Balance, December 31, 1996                50,969,300    $510    $329,772     $(186,428)       $(8,883)     $(1,197)      $ 133,774
                                          ==========    ====    ========   ===========   ============      =======       =========

</TABLE>
   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-5
<PAGE>
                             OMNIPOINT CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                               YEAR ENDED DECEMBER 31,
                                                                                           --------------------------------
                                                                                             1994       1995        1996
                                                                                           ---------  ---------  ----------
<S>                                                                                        <C>        <C>        <C>
Cash flows used in operating activities:
 Net loss                                                                                   $(9,330)  $(37,770)  $(126,930)
 Adjustments to reconcile net loss to net cash used in operating activities:
  Amortization and depreciation                                                               1,125     11,038      15,587
  Inventory write down to replacement cost                                                        -          -      10,114
  Compensation expense from stock grants                                                         23        109         768
  Delivery of pilot system equipment funded by the financing agreement                            -      1,053         540
  Gain on sale of subsidiary stock                                                           (3,194)         -           -
  Increase in employee notes receivable and related accrued interest                             (2)      (116)       (138)
  Forgiveness of employee notes receivable                                                      164         54          75
  Accrued interest                                                                              217          -      11,684
  Interest income associated with restricted cash                                                 -          -      (1,401)
  Payment in kind interest on financing agreement                                                 -        553           -
  Accrued interest on New York MTA License obligation and reversal based on FCC order         1,457     (1,457)          -
  Interest expense associated with warrants                                                       -        533           -
  Interest expense associated with amortization of discount, premium and issuance costs           -          -       4,557
  Issuance of common stock in exchange for services                                               -         58           -
  Purchase of trading securities                                                                  -          -     (12,200)
  Changes in assets and liabilities:
   (Increase) decrease in operating assets:
     Accounts receivable                                                                        110          -           -
     Prepaid expenses, other current assets and other assets                                   (149)         1        (997)
     Inventory                                                                                 (143)    (1,584)    (46,294)
   Increase in operating liabilities:
     Accounts payable and accrued expenses                                                    1,827      3,481      80,127
     Deferred revenue                                                                             -      4,300           -
                                                                                            -------   --------   ---------

Net cash used in operating activities                                                        (7,895)   (19,747)    (64,508)
                                                                                            -------   --------   ---------

Cash flows used in investing activities:
 Purchase of fixed assets                                                                    (2,474)    (3,991)   (173,831)
 Deposit for FCC auctions                                                                         -    (40,000)    (60,000)
 Purchase of held to maturity investments                                                         -          -     (48,627)
 Proceeds from sale of held to maturity investments                                               -          -      14,000
 Down payment for FCC licenses                                                                    -          -     (50,913)
 Capitalized interest on C Block Licenses                                                         -          -     (11,119)
 Refund of FCC deposit                                                                            -          -      40,000
 Proceeds from sale of subsidiary stock                                                       3,194          -           -
                                                                                            -------   --------   ---------

Net cash provided by (used in) investing activities                                             720    (43,991)   (290,490)
                                                                                            -------   --------   ---------

Cash flows from financing activities:
 Proceeds from initial public offering, net of expenses                                           -          -     118,437
 Preferred Dividends accrued and paid                                                             -          -      (1,536)
 Proceeds from secondary public offering, net of expenses                                         -          -     110,687
 Proceeds from bank credit agreement                                                              -     40,000      60,000
 Payments on bank credit agreement                                                                -     (3,500)    (96,500)
 Proceeds from offering of Senior Notes, net of offering costs                                    -          -     187,784
 Proceeds from vendor financing agreements                                                        -      4,500      43,270
 Payments on vendor financing agreements                                                          -          -     (75,178)
 Proceeds from offering of Series A Senior Notes, net of offering costs                           -          -     164,766
 Proceeds from issuance of common stock associated with warrants and options                     43         92         742
 Payments of obligations under capital leases                                                   (19)      (284)       (229)
 Payment of deferred financing costs                                                              -     (1,527)          -
 Payments of short-term debt and notes payable                                                 (150)       (10)          -
 Proceeds from convertible subordinated and senior notes                                          -     50,000           -
 Proceeds from line of credit loan agreement                                                      -     10,000           -
 Proceeds from issuance of preferred stock, net of issuance costs                                 -     16,708           -
                                                                                            -------   --------   ---------

Net cash provided by (used in) financing activities                                            (126)   115,979     512,243
                                                                                            -------   --------   ---------

Net increase (decrease) in cash and cash equivalents                                         (7,301)    52,241     157,245

Cash and cash equivalents at beginning of year                                               12,844      5,543      57,784
                                                                                            -------   --------   ---------

Cash and cash equivalents at end of year                                                    $ 5,543   $ 57,784   $ 215,209
                                                                                            =======   ========   =========

</TABLE>

See Note 17 for supplemental cash flow information.

   The accompanying notes are an integral part of the consolidated financial
statements.

                                      F-6




<PAGE>

                             OMNIPOINT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
      ------------------------------------------

      GENERAL

      Omnipoint Corporation ("Omnipoint" or the "Company"), was incorporated
      in Delaware on June 18, 1987 to design, develop, and market proprietary
      digital wireless products based on spread spectrum.  Substantially all of
      the Company's revenues have been derived from licensing its IS661
      technology and the sale of wireless digital communication products and
      services.  The Company's success in developing its technology for the
      first digital personal communication service ("PCS") system in 1991 and
      1992 was instrumental in the Federal Communications Commission ("FCC")
      awarding Omnipoint Communications, Inc. ("OCI"), a subsidiary of the
      Company, a Pioneer's Preference in 1993.  As a result of the Pioneer's
      Preference, the FCC issued to OCI in December 1994 a 30 MHz license to
      provide PCS services for the New York MTA (the "New York MTA License").
      Additionally the Company, through its subsidiary Omnipoint PCS
      Entrepreneurs, Inc., bid successfully for 18 Entrepreneurs' Band C Block
      PCS Licenses (the "C Block Licenses") and was granted these licenses on
      September 17, 1996. During 1994, an unrelated party acquired a 4.42%
      minority interest in OCI.

      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 $187.4 million net of expenses and cash deposited in escrow
      to pay interest through August 12, 1998.  On December 2, 1996, the Company
      completed the sale of $200.0 million Series A Senior unsecured notes,
      which provided the Company with proceeds of approximately $164.7 million
      net of expenses and cash deposited in escrow to pay two years' interest
      (see Note 8).

      PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of Omnipoint
      Corporation, OCI and Omnipoint Corporation's wholly-owned subsidiaries.
      Losses in consolidated corporations attributable to minority interest
      holders in excess of their respective share of the subsidiary's net equity
      are not eliminated in consolidation.  All significant intercompany
      accounts and transactions have been eliminated in consolidation.

      NATURE OF OPERATIONS

      The Company commenced operation of PCS service in the New York MTA in
      November 1996.  During the next 24 months, the Company plans to continue
      to install equipment and establish additional mobility and distribution
      channels in its markets.  In addition to the continuation of the New York
      MTA buildout, the Company plans to build and operate PCS networks in the
      areas covered by the C Block Licenses, focusing initially on the most
      densely populated sections of these areas and major commuting corridors.
      To date, the Company has sold PCS equipment only for trials, and the
      Company does not expect to have significant PCS services or equipment
      revenue before 1998.

      USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expense
      during the reporting period.  Actual results could differ from those
      estimates.


                                   Continued

                                      F-7
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

      The Company substantially relies upon its relationship with Northern
      Telecom Inc. ("Northern Telecom") and Ericsson, Inc. ("Ericsson"). The
      Company has entered into a series of OEM and equipment supply agreements,
      a collaborative development agreement, and a vendor financing agreement
      with Northern Telecom and Ericsson.  (see Notes 8, 10 and 11).

      Until the Company commenced operations of its PCS network in November
      1996, the Company had limited revenues and was dependent on a limited
      number of customers for its revenues.  In 1994, the Company received all
      of its revenue, $3.0 million from Northern Telecom, representing a non-
      refundable license fee received upon entering into a non-exclusive OEM
      agreement.  Under the terms of the agreement, Northern Telecom may pay up
      to an aggregate of $12.0 million in license and OEM fees under certain
      circumstances.

      DEPENDENCE UPON KEY EMPLOYEES

      The Company is highly dependent upon the technical and management skills
      of its key employees.

      The Company's growth may cause a significant strain on its management,
      operational, and financial resources.  The Company's ability to manage its
      growth effectively will require it to continue to implement and improve
      its operational and financial systems.  The Company's success also depends
      in large part on a limited number of key technical, marketing, and sales
      employees and on the Company's ability to continue to attract and retain
      additional highly talented personnel.  Competition for qualified personnel
      in the PCS equipment and service industries is intense.

      UNCERTAINTY OF PROTECTION OF PATENTS AND PROPRIETARY RIGHTS

      The Company's technology business relies on a combination of patents,
      trademarks, and nondisclosure and development agreements in order to
      establish and protect its proprietary rights.  The Company has filed and
      intends to continue to file applications as appropriate for patents
      covering its technology and products.  There can be no assurance that
      additional patents will issue, that the existing patents and such
      additional patents allowed will be sufficiently broad to protect the
      Company's technology or that the confidentiality agreements and other
      methods on which the Company relies to protect its trade secrets and
      proprietary information will be adequate.

      PRO FORMA PRESENTATION (UNAUDITED)

      The unaudited pro forma net income (loss) per common share is shown on
      the face of the income statement as of December 31, 1995 because the
      Company believes the pro forma presentation is more meaningful since it
      includes the conversion of the Redeemable Convertible Preferred Stock and
      the conversion of the Convertible Subordinated Notes.  The unaudited pro
      forma net income (loss) per common share is computed based upon the
      weighted average number of common and common equivalent shares outstanding
      after certain adjustments described below.  Common equivalent shares are
      included in the calculations where the effect on their inclusion would be
      dilutive.  In accordance with Securities and Exchange Commission Staff
      Accounting Bulletin No. 83 ("SAB No. 83"), all common and common
      equivalent shares and other potentially dilutive instruments which include
      stock options, stock warrants and the Series C Preferred Stock issued
      during the twelve month period prior to the filing of the Registration
      Statement have been included in the calculation as if they were


                                   Continued

                                      F-8
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      outstanding for all periods.  As permitted under SAB No. 83, the common
      equivalent shares for stock options and warrants, were determined using
      the treasury stock method at the initial public offering price of $16.00
      per share.  In addition, outstanding shares of Series A and Series B
      Preferred Stock to be converted into common stock upon the effectiveness
      of the initial public offering are treated as having been converted into
      Common Stock at the date of original issuance.  The Series C Preferred
      Stock, which is considered a common stock equivalent from the date of its
      original issuance, was also included pursuant to SAB No. 83 on an as-if
      converted basis from January 31, 1995 until the date of its original
      issuance.  The Convertible Subordinated Notes were treated as if they were
      converted on the date of their issuance.

      NET INCOME (LOSS) PER COMMON SHARE

      Net income (loss) per common share on a historical basis is computed in
      the same manner as pro forma net income (loss) per common share, except
      that Redeemable Convertible Preferred Stock and the Convertible
      Subordinated Notes are not assumed to be converted.  In the computation of
      net income (loss) per common share, dividends on Redeemable Convertible
      Preferred Stock are included as an increase to net income (loss) to common
      stockholders.

      Net income (loss) per common share on a historical basis is as follows:

<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER 31,
                                        ------------------------------------
                                             1994        1995        1996
                                        -------------  ---------  ----------
                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                     <C>            <C>        <C>
Net Income (loss)                       $     (9,330)  $(37,770)  $(126,930)
Dividends on Redeemable Convertible
 Preferred Stock                              -           3,357        -
                                        -------------  ---------  ----------

Net income (loss) to common
 stockholders                           $     (9,330)  $(41,127)  $(126,930)
                                        =============  =========  ==========

Net income (loss) per common share      $      (0.30)  $  (1.31)  $   (2.71)
                                        =============  =========  ==========

Weighted average number of common
 shares outstanding                           30,752     31,410      46,818
                                        =============  =========  ==========
</TABLE>

      CASH AND CASH EQUIVALENTS


      Cash and cash equivalents are stated at cost which approximates market.
      The Company considers all highly liquid debt instruments purchased with an
      original maturity at time of purchase of three months or less to be cash
      equivalents.

      INVESTMENTS

      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, "Accounting for Certain Investments in Debt and Equity Securities"
      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


                                   Continued

                                      F-9
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      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 December 31, 1996, $12.2 million of trading securities and $34.6
      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 whose cost approximate fair value at December
      31 1996.

      CONCENTRATION OF CREDIT RISK

      The Company places its cash and cash equivalents and investments in high
      quality instruments and, by policy, limits the amount of credit
      exposure to any one financial institution.

      INVENTORY

      Inventory is recorded at the lower of cost or market on the basis of
      average cost or replacement value.  Inventory consists of raw materials
      and other items used in development of the Company's technology, handsets,
      accessories and SIM cards for sale to subscribers in the New York MTA.

      PREPAID EXPENSES AND OTHER CURRENT ASSETS

      Included in prepaid expenses and other current assets at December 31,
      1995 was an advance payment for pilot system equipment financed through
      the financing agreement.  Upon receipt, the pilot system was expensed and
      was included in research and development expense in the statement of
      operations.

      FIXED ASSETS AND DEPRECIATION

      Fixed assets are recorded at cost.  Major renewals and improvements are
      capitalized; repairs and maintenance are charged to expense.  Depreciation
      is provided by use of the straight-line method over estimated useful lives
      of three to ten years.  Depreciation begins when the fixed asset is
      placed into service.  Upon retirement or sale, the cost of the asset
      disposed of and the related accumulated depreciation are removed from the
      accounts and any resulting gain or loss is credited or charged to income.

      OTHER ASSETS

      Included in other assets at December 31, 1995 were costs incurred in the
      preparation of the Company's initial public offering.  The offering costs
      which were included in accounts payable and accrued expenses at December
      31, 1995 were  charged to additional paid-in capital upon the compution of
      the offering on January 31, 1996.

      LICENSING COSTS, DEFERRED FINANCING COSTS AND OTHER INTANGIBLE ASSETS

      Licensing costs represent the license fees  of $347.5 million for the
      New York MTA License granted by the FCC in December 1994.  Among other
      conditions, the New York MTA License requires that the Company construct a
      30 MHz system in the New York MTA that offers coverage to at least one-
      third of the population of the New York MTA within five years of the
      license grant date and at least two-thirds of the population within 10
      years.  The New York MTA license also contains a condition that requires
      the Company to construct a PCS system that "substantially uses" the design
      and technology upon which the Pioneer's Preference Award was based.  The
      condition expires upon the system providing coverage for one-third of the
      population of the New York MTA.

      The New York MTA license expires in December 2004; however, FCC rules
      provide for renewal expectancy provisions.  The Company expects to
      exercise the renewal provisions, and accordingly the New York MTA License
      is being amortized using the straight-line method over a period of 40
      years.

                                   Continued

                                      F-10
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      Licensing costs also include the license fees of the 18 C Block Licenses
      granted by the FCC on September 17, 1996.  The C Block Licenses and any
      other licenses the Company purchases in the future will be accounted for
      in accordance with the recently agreed upon industry practices.  Based on
      the Company's estimates of borrowing costs for debt similar to that issued
      by the U.S. 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 build out phase and amortization of such license costs will begin with
      the commencement of service to customers over a period of 40 years.  The
      C Block Licenses are subject to buildout requirements substantially
      equivalent to the New York MTA License buildout requirements.

      Deferred financing costs include amounts paid related to obtaining
      proceeds under debt, credit facilities and financing agreements.  These
      costs are amortized over the life of the related debt agreement, generally
      one to ten years.

      Other intangible assets include an asset recorded in connection with
      shares of the Company's Common Stock issued in exchange for a previously
      granted option to purchase from the Company shares of common stock of OCI
      (see Note 14).  This asset is being amortized using the straight-line
      method over a 40 year period.  Other intangible assets also includes costs
      incurred for the rights to certain information and technologies.  These
      costs are being amortized over their estimated useful lives of  5 to 10
      years.

      Periodically management assesses, based on undiscounted cash flows, if
      there has been a permanent impairment in the carrying value of its
      intangible assets and, if so, the amount of any such impairment by
      comparing anticipated discounted future operating income resulting from
      intangible assets with the carrying value of the related asset.  In
      performing this analysis, management considers such factors as current
      results, trends and prospects, in addition other economic factors.

      The Company implemented Statement of Financial Accounting Standards No.
      121, "Accounting for the Impairment of Long-Lived Assets and for Long-
      Lived Assets to be Disposed Of" in 1996. As the Company continually
      evaluates the realizability of its long-lived assets, including
      intangibles, adoption of the statement did not have a material effect on
      the Company's financial statements at the date of adoption.

      COMMON AND PREFERRED STOCK

      On December 27, 1995, the Board of Directors authorized, and on December
      28, 1995, the stockholders approved, a 2.5-for-one stock split of the
      Common Stock, effected in the form of a stock dividend.  All share and per
      share data have been restated in these financial statements for all
      periods presented to reflect this stock split.

      Effective on the closing of the initial public offering, the Company's
      Board of Directors authorized 5,000,000 shares of preferred stock.  The
      Board of Directors has the authority to issue these shares and to
      determine the price, rights, preferences, privileges and restrictions,
      including voting rights, of those shares without further vote or action by
      the stockholders.

      REVENUE RECOGNITION

      Air time and access charges are recorded as revenue based on the amount of
      communications services rendered as measured principally by subscriber
      usage and fees after deducting an estimate of the usage that will neither
      be billed nor collected . Prepaid revenues are deferred until earned.
      Revenue from the sale of handsets and related accessories is recognized
      upon shipment or point-of-sale.

      Revenue from license fees or equipment sales and related support
      services is recognized when hardware or software has been delivered,
      providing other obligations are no longer significant, customer acceptance
      is reasonably assured and collectibility is deemed probable.

      RESEARCH AND DEVELOPMENT

      Expenditures for research and development are charged to operations as
      incurred.  Research and development expenses include costs for both new
      product development and ongoing efforts to improve existing technologies.
      Costs of internally developed software which qualify for capitalization
      are immaterial.

                                   Continued

                                      F-11
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      INCOME TAXES

      Deferred income taxes reflect the tax consequences on future years of
      differences between the tax bases of assets and liabilities and their
      bases for financial reporting purposes, including the recognition of
      future tax benefits, such as net operating loss carryforwards to the
      extent that realization of such benefits are more likely than not.

      EARNINGS PER SHARE

      In February 1997, the Financial Accounting Standards Board issued
      Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings
      Per Share," which is effective for fiscal year 1997. SFAS No. 128 is
      designed to improve the EPS information provided in financial statements
      by simplifying the existing computational guidelines, revising the
      disclosure requirements and increasing the comparability of EPS data on an
      international basis. The Company is evaluating the impact of this
      pronouncement; however, the adoption of this pronouncement is not expected
      to have a material impact on the Company's financial statements.

      RECLASSIFICATIONS

      Certain prior year amounts have been reclassified to conform to current
      year presentation.


 2.   RELATED PARTY TRANSACTIONS:
      --------------------------

      Employee notes receivable included a demand note of $158,315 as of
      December 31, 1993 due from an employee of the Company with a stated
      interest rate of 5%. In accordance with an agreement, the note receivable
      was forgiven on April 14, 1994 and recorded as compensation expense.
      During 1994 and 1995, two employees executed five-year promissory notes
      payable to the Company in the original principal amount of $250,000 and
      $75,000, respectively, with interest at the rate of 8.5% per year as
      consideration for the purchase of common stock. The annual payments due
      under these notes may be forgiven pursuant to a special bonus provision
      contained in the employment agreements. In accordance with this provision,
      $54,250 of the $250,000 note was forgiven during 1995 representing $50,000
      principal and $4,250 of interest. During 1996, $58,500 of the $250,000
      note and $16,235 of the $75,000 note was forgiven of which in total
      $65,000 of principal and $9,735 of interest was forgiven.

      On September 19, 1995, an employee executed a three-year promissory note
      payable to the Company in the original principal amount of $87,100, plus
      interest on the unpaid principal balance from time to time at the rate of
      8.5%. The annual payment due under the note may be forgiven pursuant to a
      special bonus provision contained in an amendment to the employee's
      employment agreement.

      On October 1, 1995, an employee executed a five-year balloon promissory
      note payable to the Company in the original principal amount of $750,000,
      plus interest on the unpaid principal balance from time to time
      outstanding at the rate of 8% per year, as consideration for the purchase
      of 125,000 shares of restricted Common Stock at $6.00 per share. The
      payment due under the note may be forgiven pursuant to a special bonus
      provision contained in the employee's employment agreement.

      Interest earned under all employee notes was $2,259, $29,579 and $138,314
      for the years ended December 31, 1994, 1995 and 1996, respectively.

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

                                   Continued

                                      F-12
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



 3.   PREPAID EXPENSES AND OTHER ASSETS:
      ----------------------------------

      Prepaid expenses and other assets consist of the following at December 31,
      1995 and 1996 (in thousands):

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                                      --------------
                                                                       1995    1996
                                                                      ------  ------
<S>                                                                   <C>     <C>

       Advance payment for pilot system equipment financed through
         financing agreement                                          $4,840  $    -
       Miscellaneous receivables                                           -     720
       Deposits                                                           83     773
       Other                                                             117     302
                                                                      ------  ------
                                                                      $5,040  $1,795
                                                                      ======  ======
</TABLE>
4.    INVENTORY:
      ---------

      Inventory consists of the following for December 31, 1995 and 1996 (in
      thousands):

<TABLE>
<CAPTION>
                                     DECEMBER 31,
                                   ---------------
                                    1995    1996
                                   ------  -------
<S>                                <C>     <C>

       Raw materials               $1,310  $ 1,102
       GSM Handsets                     -   33,343
       Accessories &  SIM Cards         -    3,045
                                   ------  -------

                                   $1,310  $37,490
                                   ======  =======
</TABLE>
 5.   FIXED ASSETS:
      ------------

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

<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                                  -------------------
                                                    1995       1996
                                                  ---------  --------
      <S>                                         <C>        <C>

      Building and building improvements          $  2,515   $  7,751
      Machinery, office and computer equipment       6,060     30,680
      Network infrastructure equipment                   -     67,252
      Vehicles                                         214        452
                                                  --------   --------

                                                     8,789    106,135
      Less:  accumulated depreciation               (2,466)    (8,317)
                                                  --------   --------

                                                     6,323     97,818
      Construction in process                       12,634     89,033
                                                  --------   --------

                                                   $18,957   $186,851
                                                  ========   ========
</TABLE>

                                   Continued

                                      F-13
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      Depreciation expense for the years ended December 31, 1994, 1995 and 1996
      was $628,747, $1,448,751 and $5,937,051, respectively. Network
      infrastructure construction in progress consists of equipment that had not
      been placed into service; accordingly no depreciation has been recorded.
      Approximately $2.9 million of capitalized interest has been included in
      network infrastructure equipment that was previously or continues to be
      construction in progress.


 6.   ACCRUED EXPENSES:
      ----------------

      Accrued expenses consist of the following at December 31, 1995 and 1996
      (in thousands):

<TABLE>
<CAPTION>
                                          DECEMBER 31,
                                        ---------------
                                         1995    1996
                                        ------  -------
<S>                                     <C>     <C>

       Salaries and benefits            $1,263  $ 5,316
       Bonuses                             350    1,564
       Advertising and promotion             -    2,368
       Professional fees                   464    1,288
       Sales, property and use taxes         -      470
       Dividends                         1,839        -
       Initial public offering costs       593        -
       Other                                84    1,327
                                        ------  -------

                                        $4,593  $12,333
                                        ======  =======

</TABLE>

      Amounts accrued for dividends as of December 31, 1995 include $338,722
      payable in 33,872 shares of Series B Preferred Stock and Series B and C
      dividends of $1.5 million to be paid in cash.

 7.   REDEEMABLE CONVERTIBLE PREFERRED STOCK:
      --------------------------------------

      The Company authorized 3,000,000 shares of Redeemable Convertible
      Preferred Stock in 1991 and an additional 1,000,000 shares in 1993. The
      Company authorized an additional 1,750,000 shares of convertible stock in
      1995. During 1991, the Company sold 666,667 shares of Series A Convertible
      Preferred Stock ("Series A Preferred Stock") for $1,500,000. In August
      1993, the Company sold 1,500,000 shares of Series B Convertible Preferred
      Stock ("Series B Preferred Stock") for $15,000,000. During 1995, the
      Company sold 1,866,338 shares of Series C Convertible Preferred Stock
      ("Series C Preferred Stock") resulting in gross proceeds of $27,995,070,
      including 666,667 shares issued in satisfaction of a $10,000,000
      outstanding balance under a line of credit loan agreement (see Note 7).
      Issuance costs of the Series C Preferred Stock included a $600,000
      brokerage commission, transaction fees of $559,861 to certain investors
      and $127,276 of other related issuance costs.

      Shares of Common Stock reserved for conversion of the Company's
      outstanding Series A, B and C Preferred Stock were 1,666,667, 7,550,000
      and 4,665,842 at December 31, 1995, respectively.

      The Series A Preferred was convertible at any time into Common Stock of
      the Company at a conversion rate of one share of common stock for each
      share of Series A Preferred Stock, subject to adjustment in the event of
      any stock dividend, stock split or other recapitalization. The Company at
      its option could require each share of the Series A Preferred Stock to be
      converted into shares of common stock at any time on or after the closing
      of the sale of shares of common stock at an initial public offering
      meeting certain defined criteria. The holders of the Series A

                                   Continued

                                      F-14
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      Preferred Stock were entitled to receive, when and only if declared by the
      Board of Directors, dividends in an amount per share equal to the per
      share amount to be declared for the common stock. No dividends were
      declared. Each holder of outstanding shares of the Series A Preferred
      Stock was entitled to the number of votes equal to the number of whole
      shares of common stock into which such shares were convertible at the
      time. Upon the closing of the initial public offering on January 31, 1996,
      the Series A Preferred Stock was converted into 1,666,667 shares of Common
      Stock.

      The holders of Series B Preferred Stock had the right to convert such
      stock at any such time into shares of Common Stock at a one for one
      conversion rate subject to, and automatically convert into Common Stock in
      the event of a public offering meeting certain defined criteria. The
      holders of the Series B Preferred Stock had the right to vote that number
      of shares equal to the number of shares of Common Stock issuable upon
      conversion. The Series B Preferred Stock accrued a cumulative dividend on
      a daily basis, whether declared or not, at the rate of 1.467% of the
      original purchase price per quarter, compounded quarterly on principal
      investment plus accrued dividends not paid in cash, payable on the last
      day of each quarter either in cash or original shares of Series B
      Preferred Stock and valued at the original purchase price. In the event of
      equity offerings or qualified fundraisings meeting certain criteria, the
      dividend rate would have been reduced to zero. Under an amendment to the
      Series B Stock Purchase Agreement, unpaid and previously undeclared
      cumulative dividends, through April 4, 1995 were paid by the issuance of
      151,714 shares of Series B Preferred Stock. As of December 31, 1995,
      Series B accrued dividends were $728,197. Upon the closing of the initial
      public offering, the Series B Preferred Stock and certain accrued
      dividends were converted into 4,273,082 shares of Common Stock.
      Additionally, accrued dividends of $236,892 through such date were paid in
      cash.

      The holders of Series C Preferred Stock had the right to convert the
      Series C Preferred Stock at any time into shares of Common Stock at a one
      for one conversion rate, and could be required by the Company to be
      converted into Common Stock in the event of a public offering meeting
      certain defined criteria. The holders of the Series C Preferred Stock had
      the right to vote that number of shares equal to the number of shares of
      Common Stock issuable upon conversion. The Series C Preferred Stock
      accrued a cumulative dividend, whether declared or not, at the rate of
      1.9427% per quarter, compounded quarterly on the stated value (plus
      cumulative dividends which were accrued but which were not paid). As of
      December 31, 1995, Series C accrued dividends of $1,110,835 were payable
      in cash. Upon the closing of the initial public offering, the Series C
      Preferred Stock was converted into 4,665,842 shares of Common Stock and
      accrued dividends of $1,299,326 through such date were paid in cash.


 8.   NOTES PAYABLE AND FINANCING AGREEMENTS:
      --------------------------------------

      On January 29, 1993, the Company received $3.0 million from an investor in
      exchange for a $3.0 million face value convertible subordinated note and
      warrants to purchase 972,223 shares of common stock. The convertible
      subordinated note accrued interest at one percent over prime and principal
      and interest were payable on January 29, 1994. Interest expense accrued
      for the period from January 29, 1993 through December 31, 1993 was
      $199,698 at an interest rate of 7%. On January 29, 1994, the $3.0 million
      face value convertible subordinated note plus accrued interest of $217,493
      was converted into 382,307 shares of common stock of the Company at
      approximately $8.40 per share.

      On January 31, 1995, the Company entered into a $10.0 million Line of
      Credit Loan Agreement with the holder of the Series B Preferred Stock of
      the Company, bearing interest at 12%. On March 10, 1995 and April 4, 1995,
      the Company was advanced $3.0 million and $7.0 million under the line,
      respectively. The Company's shares of OCI stock were pledged as collateral
      for the Line of Credit. The Line of Credit expired upon the closing of the
      Series C Preferred Stock equity financing on June 29, 1995. The Company
      issued warrants to purchase 50,000 shares of common stock at $.004 per
      share at the initial closing, and issued additional warrants to purchase
      179,168 shares

                                   Continued

                                      F-15
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      of Common Stock at $6.00 per share, which expire on March 10, 2002. In
      connection with the warrants, the Company recorded interest expense and an
      increase to additional paid-in capital of $299,800 in 1995.

      On June 29, 1995, the $10.0 million outstanding balance under the Line of
      Credit expired, and was exchanged for 666,667 shares of Series C
      Convertible Preferred Stock.

      NORTHERN TELECOM FINANCING AGREEMENT

      On July 21, 1995 OCI entered into a $382.5 million credit facility (the
      "NT Financing Agreement") with Northern Telecom to finance future
      purchases and installations of telecommunications equipment, engineering
      services, certain related construction costs, third-party equipment and
      other expenses.

      A portion of the financing agreement, which may be used for working
      capital purposes including interest payments on the amounts outstanding on
      the NT Financing Agreement, matures June 30, 1997. Any amounts repaid can
      be subsequently borrowed for other purposes allowed under the NT Financing
      Agreement. The principal amount on the other portions of the NT Financing
      Agreement are payable in twenty consecutive quarterly installments
      beginning in 2000, with the final payment due on December 31, 2004.
      Interest on the unpaid principal balance on all loans payable quarterly in
      arrears at varying interest rates at a base or LIBOR rate at the Company's
      election.

      The Company, at its election, can prepay the outstanding amount of loans
      at any time without penalty or premium.

      The NT Financing Agreement is collateralized by a pledge of stock of OCI
      owned by a wholly-owned subsidiary of the Company and by substantially all
      of OCI's assets. Under the terms of the NT Financing Agreement, the
      Company is subject to certain financial and operational covenants
      including restrictions on the payment of dividends by OCI, restrictions on
      additional indebtedness and financial maintenance obligations.
      Additionally, the NT Financing Agreement provides that, among other
      things, the failure to pay when due amounts owed to the FCC shall
      constitute an event of default. As of December 31, 1995, OCI had a
      outstanding balance (principal and payment in kind interest) of $31.8
      million. OCI had no outstanding balance under the NT Financing Agreement
      as of December 31, 1996.

      ERICSSON CREDIT FACILITY

      On April 16, 1996 OCI entered into a $132.0 million credit facility (the
      "Ericsson Credit Facility") with Ericsson, Inc. to finance 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 twenty
      consecutive quarterly installments beginning in 2000, with the final
      payment due on December 31, 2004. Amounts borrowed and repaid are not
      available for reborrowing. Interest on the Ericsson Credit Facility is
      payable quarterly at varying interest rates at a base or LIBOR rate at the
      Company's election. At December 31, 1996, the Company had no outstanding
      balance on this credit facility.

      Under the terms of the Ericsson Credit Facility, OCI is subject to certain
      financial and operational covenants including restrictions on OCI's
      ability to pay dividends, restrictions on indebtedness and certain
      financial maintenance requirements. Additionally, the Ericsson Credit
      Facility provides that, among other events, the failure of OCI to pay when
      due amounts owing the FCC shall constitute an event of default.

      The Ericsson Credit Facility is collateralized 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.


                                   Continued

                                      F-16
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      CREDIT AGREEMENT

      On November 21, 1995, the Company, through its subsidiary Omnipoint PCS
      Entrepreneurs, Inc. ("OPCSE"), signed a credit agreement and a term note
      with a bank in the original principal amount of $40.0 million. This note
      was used to fund the deposit with the Federal Communication Commission in
      connection with the C Block Auction.

      Interest periods on the term note ranged from one to fourteen days with
      interest rates set by the bank based on wholesale money market rates
      available to the bank which at December 31, 1995 was 6.375%. The agreement
      and term note was collateralized by all assets of OPCSE. Interest accrued
      as of December 31, 1995 was $58,172. The Company's outstanding balance at
      December 31, 1995 was $36.5 million. During 1996, the Company repaid the
      outstanding balance with the proceeds from the convertible subordinated
      and senior notes and initial public offering proceeds.

      SENIOR NOTES

      On November 22, 1995, the Company issued to two institutional investors
      both warrants to purchase an aggregate of 625,000 shares of Common Stock
      at $.004 per share and two five year term Senior Notes in the aggregate
      principal amount of $25.0 million. The Company is subject to certain
      restrictions and requirements regarding the issuance of indebtedness
      senior or pari passu to the Senior Notes. Under the terms of the notes the
      Company is subject to certain covenants which, among other things,
      restrict the ability of the Company and certain of its subsidiaries to
      incur additional indebtedness; pay dividends or make distributions in
      respect of its capital stock or make certain restricted payments; create
      liens; or merge or sell all or substantially all of its assets. In the
      event that the employment of a senior officer of the Company is terminated
      prior to June 30, 1998, the Company must either pay the Senior Notes in
      full or pay a one time fee in an amount equal to 5% of the then
      outstanding principal of the Senior Notes. The Company may prepay the
      Senior Notes at any time. Interest is payable at 6% for the period
      November 22, 1995 to November 22, 1996, and thereafter is payable at 12%
      semiannually for the period from November 22, 1996 to November 22, 2000.
      Interest accrued as of December 31, 1995 and 1996 was $162,500 and
      $250,000, respectively. Associated with the valuation of the warrants, the
      Company recorded a debt discount and increase in additional paid-in
      capital of $8,747,500. The discount will be amortized over the five year
      life of the notes and resulted in $232,739 and $2.4 million of
      amortization included in interest expense at December 31, 1995 and 1996,
      respectively.

      10% CONVERTIBLE SUBORDINATED NOTES

      On November 29, 1995, the Company issued Convertible Subordinated 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 issued Convertible Subordinated 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.
      These notes are together known as the "Convertible Subordinated Notes".
      The Convertible Subordinated Notes have a stated interest rate of 10%,
      payable semiannually on March 31 and September 30, commencing on March 31,
      1996. Interest accrued as of December 31, 1995 was $166,982. The
      Convertible Subordinated Notes were converted upon the closing of the
      initial public offering into an aggregate of 1,562,500 shares of Common
      Stock at $16.00 per share. Associated with the valuation of the warrants,
      the Company recorded a debt discount and an increase in additional paid-in
      capital of $8,747,500.

      The Company paid $1.0 million for investment banking services rendered in
      connection with the issuance of the Senior Notes and $15.0 million of the
      Convertible Subordinated Notes. The unamortized amounts are included in
      deferred financing costs and other intangible assets.


                                   Continued

                                      F-17
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      11 5/8% SENIOR NOTES DUE 2006

      On August 27, 1996, the Company completed the private placement of $250.0
      million of the 11 5/8% Senior Notes. The Company received approximately
      $241.6 million, net of offering expenses and placed $53.3 million in
      escrow to pay interest through August 15, 1998. On November 11, 1996, the
      Company offered to exchange its 11 5/8% Senior Notes due 2006 (the "Senior
      Notes"), which have been registered under the Securities Act of 1933, as
      amended, for any and all of its outstanding Senior Notes. By December 10,
      1996, all of the outstanding $250.0 million aggregate principal amount of
      the private placement Senior Notes were tendered to exchange for the
      Senior Notes. Interest on the Senior Notes will be payable semi-annually
      on February 15 and August 15 of each year commencing February 15, 1997.
      Interest accrued as of December 31, 1996 was $9.9 million. Under the terms
      of the notes the Company is subject to certain covenants which, among
      other things, restrict the ability of the Company and certain of its
      subsidiaries to incur additional indebtedness, pay dividends or make
      distributions in respect of its capital stock or make certain restricted
      payments; create liens; or merge or sell all or substantially all of its
      assets. The Senior Notes will mature on August 15, 2006 and except as set
      forth below, the Senior Notes will not be redeemable at the option of the
      Company prior to August 15, 2001. On or after August 15, 2001, the Company
      may redeem the Senior Notes, in whole or in part, at the redemption prices
      set forth below, plus accrued and unpaid interest and liquidated damages
      as defined in the indenture, if any, to the date of redemption.

                  YEAR                          REDEMPTION PRICE
                  2001.............................. 105.81%
                  2002.............................. 103.88%
                  2003.............................. 101.94%
                  2004 and thereafter............... 100.00%

      In addition, at any time prior to August 15, 1999, the Company may redeem
      up to one-third of the Senior Notes originally outstanding at a 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, with
      the net proceeds of one or more Public Equity Offerings or sales of
      certain capital stock of the Company to one or more Strategic Equity
      Investors as defined in the indenture; provided that after any such
      redemption at least two-thirds of the aggregate principal amount of the
      Notes originally outstanding remains outstanding. Upon the occurrence of a
      change of control the Company will be required to offer to repurchase the
      outstanding Senior Notes at a price equal to 101% of the principal amount
      thereof, plus accrued and unpaid interest and liquidated damages, if any,
      to the date of purchase.

      The Senior Notes will be senior unsecured obligations of the Company
      ranking pari passu in right of payment with all existing and future senior
      indebtedness of the Company and will rank senior to all existing and
      future subordinated indebtedness of the Company. Since the Company
      conducts a substantial amount of its business through subsidiaries, the
      Senior Notes will be effectively subordinated to all existing and future
      indebtedness and other liabilities and commitments of the Company's
      subsidiaries.

      11 5/8% SERIES A SENIOR NOTES DUE 2006

      On December 2, 1996, the Company completed a private placement of $200.0
      million of the 11 5/8% Series A Senior Notes. The Company received
      approximately $202.4 million, net of offering expenses and placed $37.4
      million in escrow to pay interest through August 12, 1998. The Company
      offered the Series A Senior Notes at 11 5/8% of face value resulting in a
      premium to the Company of $9.0 million. This premium is included in
      the value of the notes at December 31, 1996 and is being amortized over
      the life of the notes resulting in $68,749 of amortization offsetting
      interest expense as of December 31, 1996. The interest rate on and
      covenants with respect to the Series A Senior Notes are substantially
      identical to the interest rate on and covenants with respect to the Senior
      Notes. The Series A Senior Notes are obligations of the Company evidencing
      the same indebtedness as the Senior Notes and are governed by the same
      indenture as the Senior Notes. Interest accrued as of December 31, 1996
      was $1.9 million.

      LINE OF CREDIT

      In August 1996, the Company, through its subsidiary, Omnipoint PCS
      Entrepreneurs Two, Inc. ("OPCSE Two"), entered into a credit facility with
      a bank. The initial funding took place on August 12, 1996, at which time
      the Company drew down $60.0 million which amount was repaid on August 13,
      1996. Interest periods ranged from one to fourteen days, with interest
      rates set by the bank based on wholesale money market rates available to
      the bank. The facility was secured by all assets of OPCSE Two and a pledge
      of a 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 agreement terminated upon the completion of
      the D, E and F License Auction in January of 1997.

      Total interest expense associated with the notes payable, financing
      agreements and Senior Notes as of December 31, 1995 and 1996 was $1.9
      million and $17.0 million, respectively.

      The following is a schedule of future minimum principal payments of the
      Company's long-term debt including license obligations (Note 9) (in
      thousands):

       Through December 31, 1997              $    -
       Through December 31, 1998                  79,527
       Through December 31, 1999                 113,415
       Through December 31, 2000                 147,463
       Through December 31, 2001                  32,113
       Thereafter                                908,220
                                              ----------
            Total                             $1,280,738
                                              ==========


                                   Continued

                                      F-18
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


 9.   LICENSE OBLIGATIONS:
      --------------------
      NEW YORK MTA LICENSE OBLIGATION


      In December 1993, OCI was awarded a final Pioneer's Preference for a
      license that required no payment from OCI. Subsequent legislation mandated
      a methodology for charging for the New York MTA License. In accordance
      with terms defined in that legislation, OCI is obligated to pay a license
      fee to the FCC for the New York MTA License awarded in December 1994. The
      license fee was derived from 85% of the average per population price
      (based on the 1990 population) paid by the winning MTA auction bidders of
      the top 23 MTAs excluding the three MTA areas awarded by Pioneer's
      Preference. This derived number of $13.158 is multiplied by the 1990 New
      York MTA population of 26,411,597 to arrive at the total obligation of
      $347.5 million.

      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 New York MTA 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,
      the timing and nature of the installment payments, and related issues.
      Therefore, OCI estimated and accrued interest at the prime rate (8.5% at
      December 31, 1994 and 1995) from the date the New York MTA License
      obligation was awarded, and had recorded as of December 31, 1995 accrued
      interest on the New York MTA license of $33.5 million.

      On March 8, 1996, the Federal Communications Commission 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 Order provides for the Pioneers to make
      their payments in installments over five years. Based on this Order, the
      payments will be interest only for the first two years and the unpaid
      principal balance and interest will be paid over the remaining three
      years. The FCC adopted an interest rate of 7.75%. Payments commence 30
      days from the Order date or April 8, 1996, and thereafter will be due on
      the last day of each financial quarter over the next five years. The five
      year payment period will run and interest will accrue 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 $33.5 million. Had this adjustment
      not been made, the historical net loss and loss per common share for the
      year ended December 31, 1995 would have been $(74.7 million) and $(2.37),
      respectively after giving effect of the dividends on Redeemable
      Convertible Preferred Stock.

      In addition, the license is conditioned upon the full and timely
      performance of payment obligations under the Company's installment plan.
      If the Company is more than ninety days delinquent in any payment, it will
      be deemed to be in default.

      ENTREPRENEURS' BAND C BLOCK LICENSES

      The Company bid successfully for C Block licenses with an aggregate
      license fee of approximately $509.1 million (net of the 25% small business
      discount). On September 17, 1996, the FCC granted the Company's 18
      Entrepreneurs' C Block PCS licenses. The Company has made a 10% down
      payment, or approximately $51.0 million, to the FCC for these licenses.
      The Company will pay interest only until 2003 and will pay the balance of
      $458.2 million and remaining interest in quarterly payments during the
      period 2003 to 2006. This obligation will bear interest at 7% per annum
      until paid. The C Block BTA licenses and any other licenses the Company
      purchases in the future will be 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 U.S. government,
      the Company used an 11% discount rate. Accordingly, the licenses were
      recorded at a net present value of $411.0 million.


                                   Continued

                                      F-19
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      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. As of December 31, 1996, $11.1
      million of interest had been capitalized and $1.9 million of the discount
      has been amortized into interest expense.


10.   AGREEMENTS WITH NORTHERN TELECOM:
      ---------------------------------

      Northern Telecom and the Company have signed a series of OEM equipment and
      supply agreements, as well as a vendor financing agreement (see Note 8).
      Northern Telecom will make varying payments as it purchases core
      electronics (primarily radio and digital cards for base stations) and
      software from the Company. Northern Telecom made an initial $3.0 million
      license payment in 1994 (part of up to $12.0 million in license and OEM
      fees to be paid to the Company under certain circumstances) and may make
      additional royalty payments based on shipments of the Company's products.
      Northern Telecom will then sell Omnipoint/Northern Telecom integrated
      systems to PCS operators, including the Company. The Company's purchases
      to build out the New York network will be financed by Northern Telecom
      under a financing agreement. The Company has agreed to make certain
      product upgrades and warranties available to Northern Telecom's customers.
      No equipment, hardware or software sales were made to Northern Telecom
      under OEM Agreement during 1994, 1995 and 1996.

      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
      OCI's purchase obligation are met and OCI fails to purchase $100.0 million
      of equipment and services, it may have to pay a penalty of 10% of the
      unmet 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.

      MANUFACTURING LICENSE AGREEMENT

      On February 28, 1995, the Company entered into an agreement (the
      "Manufacturing License Agreement") with Northern Telecom in conjunction
      with the OEM Supply Agreement. Under the terms of the Manufacturing
      License Agreement, the Company will give Northern Telecom an option to
      receive the non-exclusive worldwide right to use, modify, manufacture, or
      have manufactured all of the products supplied by the Company under the
      OEM Supply Agreement, subject to certain terms and restrictions. This
      option can be exercised if: 1) there is a breach of the OEM Supply
      Agreement by the Company, 2) a termination of supply of licensed product
      under the OEM Supply Agreement by the Company, or 3) mutual agreement to
      terminate the OEM Supply Agreement by the Company and Northern Telecom.
      Additionally, if Northern Telecom meets certain purchasing thresholds from
      the Company, Northern Telecom may also elect to exercise this option. If
      the option is exercised under this circumstance, Northern Telecom has
      agreed to pay the Company a one-time license fee. In addition, in all
      cases, certain royalties on the products licensed are to be paid. The
      Manufacturing License Agreement has an initial five-year term unless
      terminated earlier in accordance with terms and conditions specified in
      the agreement. The agreement may extend for additional one-year terms.

      COLLABORATIVE DEVELOPMENT AGREEMENT

      On March 4, 1995, the Company entered into a five-year agreement (the
      "Collaborative Development Agreement") with Northern Telecom to
      collaborate with Northern Telecom on their mutual planning and development
      activities for PCS products. Under the terms of the Collaborative
      Development Agreement, Northern Telecom and the Company have agreed to
      commit resources to joint projects. The Collaborative Development
      Agreement may be renewed for successive one-year periods, and is subject
      to earlier termination by mutual agreement of the parties or


                                   Continued

                                      F-20
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

      by either party upon written notice to the other party thirty days prior
      to the end of the initial term or a renewal term.

11.   AGREEMENTS WITH ERICSSON, INC.:
      -----------------------------

      On April 16, 1996, Ericsson, Inc. ("Ericsson") and the Company and their
      respective affiliates 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 GSM handsets, (iii) the
      sale by Ericsson of IS-661 and GSM infrastructure equipment, and (iv)
      cooperation on marketing, standards and technical activities. Each of
      these agreements has a term of five years commencing on the date on which
      it was executed. In addition, Ericsson and the Company have entered into
      the Ericsson Credit Facility for the New York MTA networks.

      Under the terms of the licensing and supply agreements, Ericsson will pay
      license fees and royalties, including an initial $4.5 million license fee.

      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 IS-661 and dual mode IS-
      661/PCS 1900 handsets in a mutually agreeable timetable upon OCI agreeing
      to a minimum purchase commitments to be determined when the parties have
      ascertained the resources necessary for the development and manufacture of
      such handsets.

      The Company, through its subsidiary, Omnipoint Communications, Inc.
      ("OCI"), signed a five year agreement with Ericsson, subject to certain
      conditions, including vendor financing to purchase $85.0 million of
      infrastructure equipment, software and engineering, installation and
      testing services. In addition, since the Company acquired C-Block licenses
      covering 13.3 million people, beyond those in the New York MTA, the
      Company is obligated to purchase $81.3 million in additional equipment and
      services.

                                   Continued

                                      F-21
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



12.   FCC DEPOSIT:
      -----------

      In November 1995, the Company, through its subsidiary Omnipoint PCS
      Entrepreneurs, Inc. ("OPCSE") made a $40.0 million deposit with the FCC to
      participate in the Entrepreneurs' Band C Block auction. The deposit
      qualified the Company to participate in the Entrepreneurs' Band C Block
      auction and was used to satisfy a portion of the first payment on
      commitments for the 18 licenses received in such 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.


13.   COMMITMENTS AND CONTINGENCIES:
      -----------------------------

       COMMITMENTS

       The Company has entered into various leases for its office, facilities
       and for equipment used in the development of its products. The leases are
       typically three to five years in length and payable monthly. The Company
       has various capital lease commitments of approximately $59,000 payable
       in 1997. Future minimum rentals under these noncancelable operating
       leases as of December 31, 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
                                            OPERATING LEASES
                                            ----------------
                 <S>                        <C>
                         1997                      $ 2,455
                         1998                        2,303
                         1999                        2,236
                         2000                        1,417
                         2001                        1,803
                         Thereafter                    336
                                                   -------
                                                   $10,550
                                                   =======
</TABLE>

      Total rental expense for the years ended December 31, 1994, 1995, and 1996
      was approximately $399,000, $957,000, and $3,100,000, respectively.
      Capital leases in the amount of $591,000 and $591,000, net of $235,000 and
      $354,000 accumulated depreciation, respectively, are included in fixed
      assets at December 31, 1995 and 1996.


                                   Continued

                                      F-22
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



      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 July 1, 1996, the Company, through its subsidiary, OCI, signed a five
      year agreement with a provider or 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 has
      committed a minimum amount of $14.1 million in processing fees over the
      next five years which may be satisfied by the Company and/or its
      affiliates.

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


                                   Continued

                                      F-23
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      LITIGATION

      The Company is subject to legal proceedings, administrative proceedings
      and claims of various types in the ordinary course of its business. While
      the Company cannot estimate the ultimate settlement, if any, it does not
      believe that any such legal proceedings will have a material adverse
      effect on the Company, its liquidity, financial position or results of
      operations.

14.   STOCK OPTIONS AND WARRANTS:
      --------------------------

      During 1991, the Company granted a warrant to purchase 915,000 shares of
      common stock at an exercise price of $.008 per share, a price below market
      value, exercisable for a period of 10 years in exchange for investment
      banking services over five years. In connection with the warrants, the
      Company recorded a charge to operations and an increase to paid-in-capital
      of $816,180 in 1991. The Company also issued a warrant to purchase 750,000
      shares of Common Stock originally exercisable for a period of five years
      from the date of issuance. The warrants are exercisable for a price of
      $1.00 per share for the first 250,000 shares exercised, $1.10 per share
      for the next 250,000 shares exercised and $1.20 per share for the
      remaining 250,000 shares exercised. Subsequent to December 31, 1994, the
      Company and the warrant holder agreed that the warrant holder could loan
      to the Company an amount equal to the aggregate exercise price of the
      warrant on or before the original expiration date. In such event the
      expiration date of the warrant would be extended for an additional five
      years. The Company issued 229,168 of which 50,000 have a strike price of
      $0.004 and the remainder have a strike price of $6.00 to the holder of the
      Credit Loan Agreement. These warrants expire on March 10, 2002. In
      connection with the Senior Notes and Convertible Subordinated Notes issued
      during 1995, the Company granted to the holders of the notes warrants to
      purchase 1,250,000 shares of common stock at an exercise price of $.004
      per share, a price below market value, exercisable for a period of five
      years from the date of issuance. In connection with the warrants, the
      Company recorded a discount on the notes and an increase to paid-in
      capital of $17.5 million. During 1996, approximately 597,000 warrants
      were exercised with an exercise price of $0.004.

      The 1990 stock option plan authorizes the grant of options exercisable for
      a maximum of 6,250,000 of Common Stock to key employees, consultants,
      officers and directors of the Company. Options under the plan expire 10
      years from the date of the grant for incentive stock options and 10 years
      plus 30 days for nonstatutory options. Prior to the approval of the 1990
      stock option plan, the Company granted a total of 890,000 nonstatutory
      stock options at an exercise price below the fair value of the stock.
      During 1995 and 1996, the Company granted 5,044 and 384,745,
      respectively, of additional stock options at an exercise price below the
      fair value of the stock. The Company recorded approximately $23,000,
      $109,000 and $768,000 of compensation expense during 1994, 1995 and 1996
      associated with these options. Options granted vest rateably over five
      years.

      In June 1994, an unrelated party acquired 1,125,000 shares of Common Stock
      of the Company in exchange for an option held by such unrelated party an
      option to purchase a 9.85% interest in OCI. The estimated fair value of
      the Common Stock of $4.5 million at the time of the exercise of the option
      has been recorded as an additional investment in the subsidiary, with a
      corresponding intangible asset. Also in June 1994, an unrelated party
      exercised its option to purchase 549 shares (4.42%) of Omnipoint's stock
      in OCI for approximately $3.2 million resulting in a gain of the same
      amount. The Company issued the options in 1992 to other Pioneer's
      Preference applicants who were ultimately unsuccessful in obtaining a
      preference award.

      The 1996 employee stock purchase plan authorizes the issuance of a maximum
      of 200,000 shares of common stock through payroll deductions to employees
      of the Company. Employees of the Company, who are scheduled to work 20 or
      more hours per week and are employed as of the first day of each offering
      period, will be eligible to participate in the purchase plan. Except for
      the initial offering which consisted of a six-month period from July 1,
      1996 through December 31, 1996, each offering under the Purchase Plan will
      be for the 12-month calendar year (the "Offering Period"). Each Offering
      Period other than the initial Offering Period will consist of two six-
      month purchase periods commencing on the first business day on or after
      January 1 or July 1 of each year (each, a


                                   Continued

                                      F-24
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      "Purchase Period"). Participating employees may contribute from 1% to 10%
      of compensation through payroll deductions. On the last business day of
      each Purchase Period (the "Exercise Date"), the employee's payroll
      deductions will be used to purchase shares of the Company's Common Stock
      for the employee. The price of the shares purchased will be the lower of
      (i) 85% of the stock's closing price on the commencement date of the
      Offering Period or (ii) 85% of the stock's closing price on the Exercise
      Date. The maximum aggregate purchases which an employee will be able to
      make in a single calendar year is $25,000, based on the fair market value
      of such Common Stock determined at the commencement date of the Offering
      Period.

      The Company has two stock-based compensation plans, which are described
      above. In October 1995, the Financial Accounting Standards Board issued
      Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting
      for Stock-Based Compensation." SFAS No. 123 is effective for periods
      beginning after December 15, 1995. SFAS No. 123 requires that companies
      either recognize compensation expense for grants of stock, stock options,
      and other equity instruments based on fair value, or provide pro forma
      disclosure of net income and earnings per share in the notes to the
      financial statements. The Company adopted the disclosure provisions of
      SFAS No. 123 in 1996 and has applied APB Opinion 25 and related
      Interpretations in accounting for its plans. Accordingly, no compensation
      cost has been recognized for its stock option plans other than options
      issued under fair market value. Had compensation cost for the Company's
      stock-based compensation plans been determined based on the fair value at
      the grant dates as calculated in accordance with SFAS No. 123, the
      Company's net loss and earnings per share for the years ended December 31,
      1996 and 1995 would have been reduced to the pro forma amounts indicated
      below:

<TABLE>
<CAPTION>
                                        1996                        1995
                             --------------------------  ---------------------------
                             Net Income   Earnings Per   Net Income    Earnings Per
                             -----------                 -----------
                              (in 000s)       Share       (in 000s)       Share
                                          -------------               --------------
<S>                          <C>          <C>            <C>          <C>
           As Reported        $(126,930)        $(2.71)    $(37,770)   $(0.96) (a)

              Pro forma       $(128,585)        $(2.74)    $(37,792)   $(0.96) (a)
</TABLE>

      (a) Earnings per share as of December 31, 1995 is presented on a pro forma
          giving effect to certain items related to the Company's initial public
          offering on January 31, 1996.

      The fair value of each stock option is estimated on the date of grant
      using the Black-Scholes option-pricing model with the following weighted-
      average assumptions: an expected life of 5.75 years, expected volatility
      of 0% and 49.55%, for 1995 and 1996, respectively, a dividend yield of 0%
      and a risk-free interest rate of 6.3%.

      The effects of applying SFAS No. 123 for the purpose of providing pro
      forma disclosure may not be indicative of the effects on reported net loss
      and net loss per share for future years, as the pro forma disclosures
      include the effects of only those awards granted after January 1, 1995.
      The fair value of the employee stock purchase plan periods during 1996 is
      estimated on the date of purchase using the Black-Scholes Option pricing
      model utilizing the following weighted average assumptions an expected
      life of six months, expected volatility of 49.55% a dividend yield of 0%
      and a risk-free interest rate of 5.4%. The amount of compensation expense,
      net of income taxes related to the employee stock purchase plan included
      in the pro forma net loss and earnings per detail above, is approximately
      $228,000, for 1996.

      A summary of the status of the Company's stock option plans as of December
      31, 1996, 1995 and 1994 and changes during the years ending on those dates
      is presented below:


                                   Continued

                                      F-25
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


<TABLE>
<CAPTION>


                                                             1996                         1995                  1994
                                                  --------------------------  --------------------------  --------------------------
                                                                  Wtd Avg.                    Wtd Avg.                    Wtd Avg.
                                                                   Price                       Price                       Price
                                                     Shares      Per Share      Shares       Per Share      Shares       Per Share
                                                  -----------  -------------  -----------  -------------  -----------  -------------
<S>                                               <C>          <C>            <C>          <C>            <C>          <C>
Options outstanding at beginning of
 year January 1,                                    4,598,408     $   4.6343    3,243,476     $   1.6112    2,972,306     0.6580

Granted
  At fair value                                       721,322        27.9624      813,332         5.1240      330,126    10.0000
  At greater than fair value                                -              -      633,510        19.0764            -
  At less than fair value                             384,745         2.7946        5,044           4.81
Exercised                                            (995,592)        0.7423      (83,994)        0.9611      (57,560)    0.3034

Canceled                                              (32,584)       15.2166      (12,960)        9.9581       (1,396)    0.9000

                                                  -----------     ----------  -----------     ----------    ---------    -------
Options outstanding at end of year December 31,     4,676,299     $   8.8353    4,598,408     $   4.6343    3,243,476     1.6112
                                                  ===========     ==========  ===========     ==========   ==========    =======


Options exercisable at December 31,                 2,124,625                   2,813,624                   2,682,013
                                                  ===========                 ===========                  ==========

Options available for future grant at
 December  31,                                      1,573,701                   1,651,592                   3,006,524
                                                  ===========                 ===========                  ==========

Weighted average fair value of options granted
 during the year                                        17.14                         .17
                                                  ===========                 ===========
</TABLE>

      The following table summarizes information about stock options
outstanding at December 31, 1996:

<TABLE>
<CAPTION>

                                 Options Outstanding                                 Options Exercisable
                          -------------------------------                      -----------------------------
                                           Weight-Average
                                             Remaining
       Range of             Number          Contractual      Weight-Average      Number     Weighted-Average
    Exercise Prices      Outstanding          Life          Exercise Price     Exercisable   Exercise Price
----------------------  ---------------   ---------------    ---------------   -----------  ----------------
<S>                     <C>               <C>                <C>               <C>          <C>
    $0.004-$0.444            1,172,538              4.85        $    0.1882       963,188        $   0.2269
    $0.448-$4.000              815,010              4.26        $     .8307       815,010        $    .8307
     $6.00-$6.00             1,269,114              8.47        $    5.8531       315,890        $   5.7310
    $10.00-$34.50            1,419,637              9.24        $   23.2414        30,537        $  17.7974
----------------------  ---------------   ---------------    ---------------   -----------   ---------------
    $0.004-$34.50            4,676,299              7.06        $    8.8353     2,124,625        $   1.5294
======================  ===============   ===============    ===============   ===========   ===============
</TABLE>


                                   Continued

                                      F-26
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


      At December 31, 1996, of the 4,676,299 options outstanding, 1,394,516 were
      issued under the Incentive Stock Option Plan with a range of exercise
      prices of $0.44 to $34.50, while 3,281,783 were issued under the
      nonstatutory stock option plan and had an exercise price range of $0.004
      to $34.50.

15.   INCOME TAXES:
      ------------

      At December 31, 1996, the Company had net operating loss carryforwards of
      approximately $222.7 million to be used to offset future taxable income;
      these carryforwards expire during the years through 2011. Approximately
      $20.0 million of these net operating losses were related to stock option
      exercises, the tax benefit of which, when ultimately realized, would be
      reflected as component of equity. Under the Tax Reform Act of 1986, the
      amount of and benefits from net operating losses that can be carried
      forward may be impaired or limited in certain circumstances.

      Deferred tax assets and liabilities are comprised of the following (in
      thousands):

<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                                           -------------------------
                                               1995          1996
                                           -----------    ----------
<S>                                        <C>            <C>

     Deferred tax assets:
       Inventory                              $    244      $  4,134
       Compensation related                        361         1,180
       Deferred revenue                          1,720            -
       Start up costs                               -          1,130
       Reserves                                     -          1,008
       Other                                       144            -
       Net operating loss carryforwards         25,680        81,100
       Valuation allowance                     (21,611)      (74,419)

     Deferred tax liabilities:
       FCC license                              (6,393)      (12,181)
       Fixed assets                               (145)       (1,952)
                                           -----------    ----------

       Net deferred tax assets                $     -     $       -
                                           ===========    ==========
</TABLE>


      Due to the uncertainty surrounding the realization of the deferred tax
      asset, the Company has placed a valuation allowance against its otherwise
      recognizable net deferred tax assets.

16.   FAIR VALUE OF FINANCIAL INSTRUMENTS:
      -----------------------------------

      The following disclosure of the estimated fair value of financial
      instruments is made in accordance with the requirements of Statement of
      Financial Accounting Standards No. 107, "Disclosures About Fair Value of
      Financial Instruments." The estimated fair value amounts have been
      determined by the Company, using available market information and
      appropriate valuation methodologies. However, considerable judgment is
      required in interpreting market data to develop the estimates of fair
      value. Accordingly, the estimates presented herein are not necessarily
      indicative of the amounts that the Company could realize in a current
      market exchange. The use of different market assumptions and/or estimation
      methodologies may have a material effect on the estimated fair value
      amounts.



                                   Continued

                                      F-27
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


<TABLE>
<CAPTION>

                                              DECEMBER 31, 1995            DECEMBER 31, 1996
                                          -----------------------   ------------------------------
                                            CARRYING   ESTIMATED      CARRYING       ESTIMATED
                                             AMOUNT    FAIR VALUE      AMOUNT       FAIR VALUE
                                          -----------  ----------   -----------  -----------------
   <S>                                      <C>        <C>          <C>          <C>
                                                              (IN THOUSANDS)
    Credit Agreement                        $  36,500  $   36,500    $       -    $             -
    Convertible Subordinated Notes             16,250      25,000            -                  -
    Loan payable under financing agreement     31,758      31,758            -                  -
    Senior Notes                               16,485      25,000       18,617             25,930
    11 5/8% Senior Notes, due 2006                  -           -      250,000            261,960
    11 5/8% Series A Senior Notes due 2006          -           -      208,886            209,568
    C Block License Obligation                      -           -      362,335            371,137
    New York MTA License Obligation           347,518     347,518      347,518            347,518

</TABLE>

      CASH AND CASH EQUIVALENTS, PREPAID EXPENSES AND OTHER ASSETS, ACCOUNTS
      PAYABLE AND ACCRUED EXPENSES

      The carrying amounts of these items are a reasonable estimate of their
      fair value.

      LONG-TERM AND SHORT-TERM DEBT

      The fair value of these securities are estimated based on recent
      transactions.  The value of these transactions are based on interest rates
      that are available to the Company for issuance of debt with similar terms
      and maturities because there are no public market quotes available for
      these securities.

      NEW YORK MTA LICENSE OBLIGATION

      The fair value of this obligation on the prevailing terms the United
      States Government offers other Pioneer Preference license holders.  The
      terms and conditions for this obligation are set by the Federal
      Communications Commission based on authority granted by the Congress of
      the United States of America.

      C BLOCK LICENSE OBLIGATIONS

      The fair value of these obligations are based on the Company's estimate
      of borrowing costs for debt similar to that issued by the U.S. government.

      The fair value estimates presented herein are based on pertinent
      information available to management as of December 31, 1995 and December
      31, 1996.  Although management is not aware of any factors that would
      significantly affect the estimated fair value amounts, such amounts have
      not been comprehensively revalued for purposes of these financial
      statements since those dates, and current estimates of fair value may
      differ significantly from the amounts presented herein.


                                   Continued

                                      F-28
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


17.   SUPPLEMENTAL CASH FLOW INFORMATION:
      -----------------------------------
<TABLE>
<CAPTION>
                                                              1994            1995            1996
                                                           ----------      ----------      ----------
<S>                                                        <C>             <C>             <C>

Cash paid for interest                                      $    107          $   501       $ 23,125
Cash paid for taxes                                                9               32              -
Non cash investing and financing activities:
  Liability incurred for acquisition of the license         $347,518          $     -       $360,442
  Capital lease obligations incurred and notes payable
    issued in exchange for fixed assets                          233               88              -
  Common stock issued upon conversion of subordinated
    note                                                       3,217                -         16,250
  Common stock issued in exchange for an option held by
    a third-party to purchase shares of subsidiary             4,500                -              -
  Common stock issued in exchange for employee notes
    notes receivable                                             250              825              -
  Issuance of Series B preferred stock in payment of
    Series B dividend                                              -            1,517            576
  Issuance of Series C preferred stock in exchange for
    amounts due under line of credit                               -           10,000              -
  Dividends accrued on Series B and Series C preferred
    stock                                                          -            1,839              -
  Proceeds from financing agreement used to pay
    origination fee                                                -            7,500            150
  Common stock issued in exchange for services                     -               59              -
  Fixed assets and capitalized interest funded by
    financing agreement                                            -           13,312              -
  Advance payment of pilot system equipment financed
    through financing agreement                                    -            4,840              -
  Pilot system equipment funded by financing agreement             -            1,053          1,321
  Issuance of options at below fair market value                   -              112          9,628
  Conversion of preferred stock in connection with the
    initial public offering                                        -                -         44,703

</TABLE>


                                   Continued

                                      F-29
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


18.   INDUSTRY SEGMENT INFORMATION:
      ----------------------------
<TABLE>
<CAPTION>
                                                                           1996
                                                           --------------------------------------
                                                             PARENT
                                                             COMPANY
                                                               AND
                                                            EQUIPMENT      SERVICE
                                                            DIVISION      DIVISION       TOTAL
                                                           -----------  ------------   ----------
                                                                       (IN THOUSANDS)
<S>                                                        <C>          <C>            <C>
     Revenues                                               $      -      $      531   $      531
     Income (loss) from operations                           (11,005)        (89,356)    (100,401)
     Identifiable assets                                     342,497       1,076,975    1,419,472
     Depreciation and amortization                             3,001          12,586       15,587
     Captital expenditures                                     7,128         166,703      173,831
     Interest income (expense), net                            1,340         (27,869)     (26,529)

<CAPTION>
                                                                           1995
                                                           --------------------------------------
                                                             PARENT
                                                             COMPANY
                                                               AND
                                                            EQUIPMENT      SERVICE
                                                            DIVISION      DIVISION       TOTAL
                                                           -----------  ------------   ----------
                                                                       (IN THOUSANDS)
<S>                                                        <C>          <C>            <C>
     Revenues                                               $      -      $        -   $        -
     Income (loss) from operations                           (23,664)        (14,338)     (38,002)
     Identifiable assets                                     108,684         366,306      474,990
     Depreciation and amortization                             1,900           9,138       11,038
     Captital expenditures                                     2,459          14,844       17,303
     Interest income (expense), net                               57             175          232

<CAPTION>
                                                                           1994
                                                           --------------------------------------
                                                             PARENT
                                                             COMPANY
                                                               AND
                                                            EQUIPMENT      SERVICE
                                                            DIVISION      DIVISION       TOTAL
                                                           -----------  ------------   ----------
                                                                       (IN THOUSANDS)
<S>                                                        <C>          <C>            <C>
     Revenues                                               $  3,000      $        -   $    3,000
     Income (loss) from operations                             3,217         (14,650)     (11,433)
     Identifiable assets                                      13,810         347,136      360,946
     Depreciation and amortization                               688             437        1,125
     Captital expenditures                                     2,419               5        2,424
     Interest income (expense), net                              301          (1,457)      (1,156)
</TABLE>

                                   Continued

                                      F-30
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


19.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
      ------------------------------------------

      The following table provides quarterly data for the fiscal years ended
      December 31, 1996 and 1995.
<TABLE>
<CAPTION>
                                                                                            1996
                                                          ------------------------------------------------------------------------
                                                                MARCH 1        JUNE 30           SEPTEMBER 30      DECEMBER 31
                                                                             (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>             <C>                <C>               <C>
Revenues                                                      $      -        $      -            $      -          $    531
Operating expenses:
  Research and development                                       4,759            8,659                8,257             16,536
  Sales, general, and administrative                              5,172            4,867               11,418             25,683
  Depreciation and amortization                                   3,501            3,094                2,779              6,213
                                                              ---------       ----------          -----------       ------------

          Total operating expenses                               13,432           16,620               22,454             48,432

     Loss from operations                                       (13,432)         (16,620)             (22,448)           (47,901)

Other income (expense):
  Interest income                                                 1,398            1,313                3,119              4,867
  Interest expense                                               (3,869)          (6,203)              (8,522)           (18,632)
                                                              ---------       ----------          -----------       ------------

          Net (loss)                                          $ (15,903)      $  (21,510)         $   (27,851)       $   (61,666)
                                                              =========       ==========          ===========        ===========

          Net (loss) per common share                         $   (0.39)      $    (0.47)         $     (0.55)       $     (1.21)
                                                              =========       ==========          ===========        ===========

          Weighted average number of common shares
            outstanding                                          40,469           45,620               50,278            50,937

<CAPTION>
                                                                                            1995
                                                          ------------------------------------------------------------------------
                                                                MARCH 1        JUNE 30           SEPTEMBER 30      DECEMBER 31
                                                                             (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>             <C>                <C>               <C>
Revenues                                                      $       -       $        -         $          -      $          -
Operating expenses:
  Research and development                                       2,317            2,860                3,643              5,525
  Sales, general, and administrative                              1,785            2,639                3,649              4,546
  Depreciation and amortization                                   2,690            2,690                2,907              2,751
                                                              ---------       ----------          -----------       ------------

           Total operating expenses                               6,792            8,189               10,199             12,822

      Loss from operations                                       (6,792)          (8,189)             (10,199)           (12,822)

Other income (expense):
  Interest income                                                    50              102                  400               197
  Interest expense (Note 8)                                      (7,982)          (8,352)              (8,270)           24,087
                                                              ---------       ----------          -----------       ------------

           Net income (loss)                                  $ (14,724)      $  (16,439)         $   (18,069)       $   11,462
                                                              =========       ==========          ===========        ===========

           Net income (loss) per common share                 $   (0.47)      $    (0.52)         $     (0.58)       $      0.36
                                                              =========       ==========          ===========        ===========

           Weighted average number of common shares
            outstanding                                          31,345           31,870               31,397             31,529
</TABLE>

                                      F-31
<PAGE>

                             OMNIPOINT CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


20.   SUBSEQUENT EVENTS:
      ----------------

      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 will make its first
      payment of $28.8 million utilizing the $60.0 million deposit with the FCC;
      the remaining $31.2 million of such deposit will be refunded to the
      Company. The Company is preparing 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 $59.5 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 Company anticipates that these licenses
      will be issued by the end of June 1997, unless delayed by FCC proceedings
      or litigation. The D, E and F Block licenses and any other licenses
      purchased by the Company in the future will be accounted for in accordance
      with the recently agreed upon 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.

      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 were tendered to exchange these notes. The interest rate on
      and covenants with respect to the notes are substantially identical to the
      interest rate on and covenant with respect to the 11 5/8% Series A Senior
      Notes. The 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.

                                      F-32
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS



In connection with our audits of the consolidated financial statements of
Omnipoint Corporation and its Subsidiaries as of December 31, 1995 and 1996, and
for each of the three years in the period ended December 31, 1996, which
financial statements are included in this Form 10-K, we have also audited the
financial statement schedule listed in Item 14(a) herein.


In our opinion, this financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included herein.



                                         COOPERS & LYBRAND L.L.P.



Boston, Massachusetts
January 31, 1997

<PAGE>

                                                                      SCHEDULE I



                             OMNIPOINT CORPORATION

                       VALUATION AND QUALIFYING ACCOUNTS

             for the years ended December 31, 1994, 1995, and 1996

<TABLE>
<CAPTION>


                                            ADDITIONS
                                BALANCE AT  CHARGED TO  DEDUCTIONS  BALANCE AT
                                BEGINNING   COSTS AND      FROM       END OF
                                OF PERIOD    EXPENSES    RESERVES     PERIOD
                                ----------  ----------  ----------  ----------
<S>                             <C>         <C>         <C>         <C>
Period ended December 31,
 1994:
  Reserve for doubtful accounts   $369,946          -     $369,946           -

Period ended December 31,
 1995:
  Reserve for doubtful accounts          -          -            -           -

Period ended December 31,
 1996
  Reserve for doubtful accounts          -          -            -           -

</TABLE>

                                     S-1
<PAGE>

                             OMNIPOINT CORPORATION

                                ________________

                                   FORM 10-K

                                ________________

                                 EXHIBIT INDEX


       EXHIBIT    DESCRIPTION                        SEQUENTIAL PAGE NO.
       -------    -----------                        -------------------

  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     [Intentionally left blank].
  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.
<PAGE>
  10.22@   Series C Convertible Preferred Stock Purchase Agreement, dated June
           29, 1995, by and among the Registrant and the other parties named
           therein.
  10.23@   Amended and Restated Registration Rights Agreement, dated June 29,
           1995, by and among the Registrant and the parties named therein.
  10.24@   First Amended and Restated Voting Agreement, dated June 29, 1995, by
            and among the Registrant and the other parties named therein.
  10.25@   OEM Supply Agreement for Omnipoint PCS (Personal Communication
           Systems) Products, dated September 22, 1994, by and between the
           Registrant and Northern Telecom Inc.
  10.26@   Manufacturing License and Escrow Agreement for Personal Communication
           Service Products, dated February 28, 1995, by and between the
           Registrant and Northern Telecom Inc.
  10.27@   Collaborative Development Agreement, dated March 1, 1995, by and
           between the Registrant and Northern Telecom Inc.
  10.28@   Reciprocal OEM Agreement Memorandum of Understanding, dated March 30,
           1995, by and between the Registrant and Northern Telecom Inc.
  10.29@   Supply Agreement, dated September 22, 1994, by and between Omnipoint
           Communications Inc. and Northern Telecom Inc.
  10.30@   Amendment No. 1 to Supply Agreement, dated July 21, 1995, by and
           between Omnipoint Communications Inc. and Northern Telecom Inc.
  10.31    [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 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 between Ericsson Inc.
  10.40@   Letter of Intent, dated October 26, 1995, by and between the
           Registrant and BellSouth Personal Communications, Inc.
<PAGE>
  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.
  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.
  10.54       Agreement dated as of February 24, 1997, between the Registrant
              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.
  23.1        Consent of Coopers & Lybrand L.L.P.
  24.1        Power of Attorney (included in signature pages).
  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 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.

  +  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.