<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                                  FORM 10-K/A

(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>
 
                                  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 10th of February, 1998.


                         OMNIPOINT CORPORATION



                         By:/s/ Edwin M. Martin, Jr.
                            ------------------------
                            Edwin M. Martin, Jr.
                            Secretary 


     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/          *            President, Chief Executive      February 10, 1998
----------------------    Officer, Chairman of the     
     Douglas G. Smith     Board and Director (Principal
                          Executive Officer)            
                          
 
/s/          *            Executive Vice President and    February 10, 1998
----------------------    Director; President of 
     George F. Schmitt    Omnipoint Communications Inc.
</TABLE>

                              


/s/          *            Chief Financial Officer         February 10, 1998
----------------------    (Principal Financial and 
Bradley E. Sparks         Accounting Officer)
                              


/s/          *            Director and Vice Chairman      February 10, 1998
----------------------    of the Board
     James J. Ross           


/s/          *            Director                        February 10, 1998
----------------------                                                
     Evelyn Goldfine


* Power of Attorney by
                   
/s/ Edwin M. Martin, Jr.
------------------------
Edwin M. Martin, Jr.
Secretary

<PAGE>
 
 
/s/        *                    Director                February 10, 1998
------------------------                                                   
     Richard L. Fields


/s/        *                    Director                February 10, 1998
------------------------                                              
     Paul J. Finnegan


/s/        *                    Director                February 10, 1998
------------------------                                              
     James N. Perry, Jr.


/s/        *                    Director                February 10, 1998
------------------------                                              
     Arjun Gupta



<PAGE>
 
                             OMNIPOINT CORPORATION

                              ___________________

                                  FORM 10-K/A

                              ___________________

                                 EXHIBIT INDEX


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

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. *****

*****   Certain information in this Exhibit has been 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             .