Omnipoint Corp/DE – ‘S-3’ on 6/30/98

As of:  Tuesday, 6/30/98   ·   Accession #:  928385-98-1336   ·   File #:  333-58155

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Omnipoint Form S-3                                    49    301K 
 2: EX-3.2      Certificate of Amendment                               1      6K 
 3: EX-5.1      Opinion of Counsel                                     2±     8K 
 4: EX-23       Consent of Independent Accountants                     1      5K 

S-3   —   Omnipoint Form S-3
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1998 
                                             REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  
--------------- 
FORM S-3  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  
--------------- 
OMNIPOINT CORPORATION 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)  
3 BETHESDA METRO CENTER, SUITE 400  
BETHESDA, MD 20814  
(301) 951-2500  
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  
DELAWARE                  4812              04-2969720    
(STATE OR OTHER JURISDICTION                                                  
OF INCORPORATION OR                                                   
ORGANIZATION)                                                   
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)  
                                        (IRS EMPLOYER IDENTIFICATION NUMBER)
--------------- 
DOUGLAS G. SMITH  
PRESIDENT AND CHIEF EXECUTIVE OFFICER 
OMNIPOINT CORPORATION 
3 BETHESDA METRO CENTER, SUITE 400  
BETHESDA, MARYLAND 20814  
(301) 951-2500  
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE  
OF AGENT FOR SERVICE) 
--------------- 
Copies to:  
EDWIN M. MARTIN, JR., ESQUIRE 
JAY G. FINKELSTEIN, ESQUIRE 
JANE K. P. TAM, ESQUIRE 
PIPER & MARBURY L.L.P.  
1200 19TH STREET, N.W.  
WASHINGTON, D.C. 20036  
(202) 861-3900  

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as 
practicable after this Registration Statement becomes effective.                

If any of the securities being registered on this form are to be offered on 
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, as amended (the "Securities Act") check the following box. [X]            

If this Form is filed to register additional securities for an offering     
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [_]                               

If this Form is a post-effective amendment filed pursuant to Rule 462(c)    
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      

If delivery of the prospectus is expected to be made pursuant to Rule 434,  
please check the following box. [_]                                             

CALCULATION OF REGISTRATION FEE 

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                                                        [Enlarge/Download Table]

                                                        PROPOSED MAXIMUM      PROPOSED                       
 TITLE OF EACH CLASS OF SECURITIES TO BE  AMOUNT TO BE   OFFERING PRICE   MAXIMUM AGGREGATE     AMOUNT OF    
                REGISTERED                  REGISTERED      PER UNIT       OFFERING PRICE    REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                                                                             
 Depositary Shares each                                                                                      
  representing 1/20 of a                                                                                     
  share of 7% Cumulative                                                                                     
  Convertible Preferred                                                                                      
  Stock (liquidation                                                                                         
  preference $50 per                                                                                         
  share)                                    6,500,000       $46.75(1)       $303,875,000         $89,643     
-------------------------------------------------------------------------------------------------------------
 7% Cumulative Convert-                                                                                      
  ible Preferred Stock                                                                                       
  (liquidation prefer-                                                                                       
  ence $1,000 per share)                     325,000             N/A                 N/A              (2)    
-------------------------------------------------------------------------------------------------------------
 Common Stock, par value                                                                                     
  $.01 per share, issua-                                                                                     
  ble upon conversion of                                                                                     
  the Depositary Shares                                                                                      
  or 7% Cumulative Con-                                                                                      
  vertible Preferred                                                                                         
  Stock                                   10,445,123(3)          N/A                 N/A              (2)    
-------------------------------------------------------------------------------------------------------------
 Common Stock, par value                                                                                     
  $.01 per share, issua-                                                                                     
  ble as dividends on                                                                                        
  the 7% Cumulative Con-                                                                                     
  vertible Preferred                                                                                         
  Stock                                     1,000,000        $21.0(4)        $21,000,000          $6,195     
-------------------------------------------------------------------------------------------------------------
 TOTAL                                                                                           $95,838     
-------------------------------------------------------------------------------------------------------------

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(1) Based on the average of the bid and asked prices on June 23, 1998,          
pursuant to Rule 457(c).                                                
(2) Pursuant to Rule 457(i), no additional registration fee is required in      
connection with the registration of the Registrant's 7% Cumulative      
Convertible Preferred Stock (the "Preferred Stock") or the Common Stock 
 issuable upon conversion of the Depositary Shares or the Preferred Stock.
(3) An indeterminate number of additional shares of Common Stock are            
registered hereunder which may be issued in the event that fractional   
shares of Depositary Shares or shares of the Preferred Stock are rounded
up to the nearest whole share in connection with the conversion of the  
Depositary Shares or shares of the Preferred Stock.                     
(4) Based on the average of the high and low sales price on June 23, 1998, as   
reported with Nasdaq National Market pursuant to Rule 457(c).           

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR    
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS              
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(A) OF THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL   
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID        
SECTION 8(A), MAY DETERMINE.                                                    

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SUBJECT TO COMPLETION, DATED JUNE 30, 1998  

PROSPECTUS                                                                      
, 1998                                                              

[LOGO OF OMNIPOINT (R) APPEARS HERE]  

6,500,000 DEPOSITARY SHARES EACH REPRESENTING 1/20 OF A SHARE OF 7%         
CUMULATIVE CONVERTIBLE PREFERRED STOCK, 325,000 SHARES OF 7% CUMULATIVE         
CONVERTIBLE PREFERRED STOCK, 11,445,123 SHARES OF COMMON STOCK ISSUABLE UPON    
CONVERSION OF, OR PAYABLE AS DIVIDENDS ON, THE DEPOSITARY SHARES OR THE 7%      
CUMULATIVE CONVERTIBLE PREFERRED STOCK.                                         

--------------- 

This Prospectus is being used in connection with the offering from time to  
time by certain holders (the "Selling Stockholders") of (i) up to 6,500,000     
depositary shares (the "Depositary Shares") each representing 1/20 of a share   
of the 7% Cumulative Convertible Preferred Stock, par value $0.01 per share     
(the "Preferred Stock"), liquidation preference $1,000 per share of Preferred   
Stock (equivalent to $50 per Depositary Share, the "Liquidation Preference"),   
of Omnipoint Corporation (the "Company"), (ii) up to 325,000 shares of          
Preferred Stock, and (iii) up to 11,445,123 shares of the Company's Common      
Stock, $0.01 par value per share (the "Common Stock") issuable upon conversion  
of, or payable as dividends on, the Depositary Shares or the Preferred Stock.   
The Depositary Shares, the Preferred Stock, and the Common Stock are            
collectively referred to as the "Securities."                                   

Holders of the Depositary Shares are entitled to all proportional rights and
preferences of the Preferred Stock (including dividend, voting, conversion,     
redemption and liquidation rights and preferences). The Preferred Stock are     
convertible at the option of the holders thereof into shares of Common Stock,   
at any time unless previously redeemed, at a conversion price of $31.115 per    
Depositary Share subject to adjustment under certain circumstances. Dividends   
on the Depositary Shares accrue from May 2, 2001, and holders are entitled to   
receive cumulative dividends at an annual rate of 7% of the Liquidation         
Preference per Depositary Share, payable quarterly in arrears on February 1,    
May 1, August 1, and November 1 of each year, commencing August 1, 2001.        
Dividends may, at the option of the Company, be paid in cash, by delivery of    
fully paid and nonassessable shares of Common Stock, or a combination thereof.  

On May 6, 1998, Initial Purchasers of the Depositary Shares (as defined)    
have deposited approximately $62.8 million into an account (the "Deposit        
Account"). Holders of the Depositary Shares are entitled to a quarterly cash    
payment from the Deposit Account in an amount equal to $0.875 per Depositary    
Share (the "Quarterly Return Amount"), commencing August 1, 1998 and            
continuing until May 1, 2001. After such date, dividends will begin to          
accumulate on the Depositary Shares. The Company may, prior to the date on      
which any Quarterly Return Amount would otherwise be payable, deliver notice    
instructing the deposit agent, The First National Bank of Maryland, (i) to      
purchase from the Company, for transfer to each holder of the Depositary        
Shares, in lieu of the Quarterly Return Amount, that number of whole shares of  
Common Stock, determined by dividing the Quarterly Return Amount by 95% of the  
Market Value (as defined) of the Common Stock as of the date of such notice,    
or (ii) to defer delivery of the Quarterly Return Amount to holders of the      
Depositary Shares on such quarterly payment date until the next quarterly       
payment date or any subsequent payment date. However, no later than May 1,      
2001 (the "Deposit Expiration Date"), any amounts remaining in the Deposit      
Account, as of such date, or which have previously been deferred, will be (i)   
paid to the holders of the Depositary Shares, or (ii) at the Company's option,  
used to purchase from the Company for delivery to each holder of Depositary     
Shares that number of whole shares of Common Stock determined by dividing each  
holder's pro rata share of the balance remaining in the Deposit Account by 95%  
of the Market Value of the Common Stock as of the date of the Company's         
notice. Under certain circumstances, the Company may elect early termination    
of the Deposit Account and commence paying dividends. See "Description of the   
Preferred Stock--Deposit Account." For a discussion of Federal tax treatment    
of Deposit Account and payments therefrom, see "Certain United States Federal   
Income Tax Consequences."                                                       

The Depositary Shares are redeemable at any time on or after May 1, 2001 in 
whole or in part, at the option of the Company, in cash, by delivery of fully   
paid and nonassessable shares of Common Stock, or a combination thereof,        
initially at a price of $52 per Depositary Share and thereafter at prices       
declining to $50 per Depositary Share on or after May 1, 2005, plus in each     
case all accumulated and unpaid dividends to the redemption date. Upon any      
Change of Control (as defined), holders of the Depositary Shares will, in the   
event that the Market Value at such time is less than the Conversion Price (as  
defined), have a one time option to convert all of their outstanding shares     
into shares of Common Stock at an adjusted conversion price equal to the        
greater of (i) the Market Value as of the Change of Control Date (as defined)   
and (ii) 66.67% of the Market Value as of May 1, 1998. In lieu of issuing the   
shares of Common Stock issuable upon conversion in the event of a Change of     
Control, the Company may, at its option, make a cash payment equal to the       
Market Value of the Common Stock otherwise issuable.                            

The Common Stock is traded on the Nasdaq National Market under the symbol   
"OMPT". On June 26, 1998, the last reported sale price of the Common Stock was  
$22.6875 per share. The Depositary Shares are traded in the Private Offerings,  
Resales and Trading Through Automated Linkages ("PORTAL"). On June 26, 1998,    
the average of the bid and asked prices of the Depositary Shares was $47.75.    

THESE SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  SECURITIES AND  
EXCHANGE  COMMISSION  OR  ANY  STATE   SECURITIES  COMMISSION  NOR  HAS  THE  
COMMISSION OR ANY STATE SECURITIES  COMMISSION PASSED UPON THE ACCURACY OF  
THIS  PROSPECTUS. ANY  REPRESENTATION  TO  THE  CONTRARY  IS A  CRIMINAL  
OFFENSE.                                                                

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AVAILABLE INFORMATION 

The Company is subject to the informational requirements of the Securities  
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports, proxy statements and other information with the        
Securities and Exchange Commission (the "Commission"). Any reports and other    
information filed by the Company with the Commission may be inspected and       
copied at the public reference facilities maintained in the Commission at Room  
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at   
the Commission's regional offices in New York, 7 World Trade Center, 13th       
Floor, New York, NY 10048, and in Chicago, 500 West Madison Street, Suite       
1400, Chicago, IL 60661. Copies of such material may also be obtained by mail   
from the Public Reference Section of the Commission at the Judiciary Plaza,     
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The        
Commission also maintains a web site that contains reports, proxy statements    
and other information regarding registrants, including the Company, that file   
such information electronically with the Commission. The address of the         
Commission's web site is http://www.sec.gov. The Company's Common Stock is      
quoted on the Nasdaq National Market ("OMPT"), and such reports, proxy          
statements and other information concerning the Company can also be inspected   
at the offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C.      
20006.                                                                          

The Company has filed with the Commission a registration statement on Form  
S-3 (together with all exhibits, schedules, amendments, and supplements         
thereto, the "Registration Statement") under the Securities Act of 1933, as     
amended (the "Securities Act") with respect to the Securities offered by this   
Prospectus. This Prospectus, which forms a part of the Registration Statement,  
does not contain all the information set forth in the Registration Statement    
(certain parts of which have been omitted in accordance with the rules and      
regulations of the Commission). For further information with respect to the     
Company and the Securities, reference is made to the Registration Statement.    
Statements contained in this Prospectus as to the contents of any contract,     
agreement, or other document are not necessarily complete, and in each          
instance, reference is made to the copy of the document filed as an exhibit to  
the Registration Statement, each such statement being qualified in all          
respects by reference to such exhibit. The Registration Statement may be        
inspected and copied at the public reference facilities at the Commission's     
offices at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at    
the Commission's regional offices in Chicago and New York. Copies of all or     
any part thereof may be obtained from such office upon payment of prescribed    
fees.                                                                           

DOCUMENTS INCORPORATED BY REFERENCE 

The following documents filed by the Company with the Commission are        
incorporated herein by reference:                                               

(1) The Company's Quarterly Report on Form 10-Q (File No.: 0-27442) for its     
fiscal quarter ended March 31, 1998 as filed with the Commission on May 
15, 1998.                                                               

(2) The Company's Annual Report on Form 10-K for its fiscal year ended          
December 31, 1997 as filed with the Commission on March 31, 1998.       

(3) The Company's definitive Proxy Statement filed with the Commission on May   
 1, 1998 for the 1998 Annual Meeting of Stockholders held on May 27, 1998.

(4) The Company's Current Report on Form 8-K filed with the Commission on       
March 26, 1998.                                                         

(5) The description of Common Stock contained in the Company's Registration     
Statement on Form S-1, filed May 14, 1996.                              

(6) All documents subsequently filed by the Company with the Commission         
  pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of this offering shall be deemed to be incorporated by  
reference in this Prospectus. Any statement contained in a document     
incorporated or deemed to be incorporated by reference herein shall be  
  deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, modified or supersedes such   
statement. Any such statement so modified or superseded shall not be    
 deemed, except as so modified or superseded, to constitute a part of this
Prospectus.                                                             

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The Company will provide without charge to each person, including any       
beneficial owner, to whom a copy of this Prospectus is delivered, upon the      
written or oral request of such person, a copy of any or all of the documents   
that have been incorporated by reference herein, other than exhibits to such    
documents (unless such exhibits are specifically incorporated by reference      
therein). Requests for such copies should be directed to: Investor Relations,   
Omnipoint Corporation, 3 Bethesda Metro Center, Suite 400, Bethesda, MD 20814,  
telephone number (301) 951-2500.                                                

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS: ALL STATEMENTS OTHER THAN  
STATEMENTS OF HISTORICAL FACT CONTAINED IN THIS PROSPECTUS INCLUDING WITHOUT    
LIMITATION CERTAIN STATEMENTS IN "THE COMPANY" CONCERNING THE COMPANY'S         
BUSINESS AND FINANCIAL PLANS, RESULTS OF OPERATIONS, AND OTHER MATTERS, ARE     
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS       
GENERALLY ARE ACCOMPANIED BY WORDS SUCH AS "ANTICIPATE," "BELIEVE," "ESTIMATE"  
OR "EXPECT" OR SIMILAR STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE       
EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, NO    
ASSURANCE CAN BE GIVEN THAT SUCH EXPECTATIONS WILL PROVE CORRECT. FACTORS THAT  
COULD CAUSE THE COMPANY'S RESULTS TO DIFFER MATERIALLY FROM THE RESULTS         
DISCUSSED IN SUCH FORWARD-LOOKING STATEMENTS ARE DISCLOSED IN THIS PROSPECTUS   
AND UNDER "RISK FACTORS." ALL FORWARD-LOOKING STATEMENTS IN THIS PROSPECTUS     
ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS IN THIS  
PARAGRAPH.                                                                      

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RISK FACTORS  

In addition to the other information contained and incorporated by reference
in this Prospectus, the following risk factors should be considered carefully   
in evaluating the Company and its business before purchasing the Securities.    
This Prospectus contains certain forward-looking statements within the meaning  
of Section 27A of the Securities Act and Section 21E of the Exchange Act,       
including, without limitation, statements as to expectations, beliefs and       
strategies regarding the future, which involve risks and uncertainties. Actual  
results could differ materially from those projected or contemplated in the     
forward-looking statements or historical results due to a number of factors,    
including, among other things, the risk factors set forth below and those       
incorporated by reference in this Prospectus.                                   

LIMITED OPERATING HISTORY; PAST AND CURRENT LOSSES; UNCERTAINTY OF FUTURE       
OPERATING RESULTS                                                               

The Company was founded in 1987 and has incurred cumulative net losses from 
inception through March 31, 1998 of approximately $632.2 million and expects    
such losses to continue for several years. The continuation of losses will      
depend in part on the timing and amount of revenues generated from the          
operation of the Company's networks and sales of the Company's equipment, as    
well as other factors. The Company is also in the design, engineering and       
construction phase for the buildout of certain major markets that are not yet   
providing commercial service. Due to the Company's limited operating history    
with respect to sale of PCS services, no assurance can be given regarding its   
future performance.                                                             

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 services and equipment, pricing, competitive services, 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.                                     

EMERGING MARKET FOR PCS SERVICE                                                 

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         
Company's GSM system as well as other systems 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 condition and results of operations.                        

CONTINUED BUILDOUT OF OMNIPOINT PCS MARKETS                                     

The Company anticipates that it will take several years to substantially    
complete the Company's targeted buildout in its PCS markets. The buildout of    
the network in each market is subject to successful completion of network       
design, site and facility acquisitions, purchase and installation of network    
equipment, network testing and satisfactory accommodation of microwave users    
currently using the Company's spectrum. Delays in any of these areas might      
have a material and adverse effect on the Company's ability to complete the     
buildout in a timely manner. Failure or delay to complete the buildout of the   
network in the surrounding areas might also have a material and adverse effect  
on the Company's ability to market its PCS services in the licensed areas.      

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The capital cost of completing the Company's buildout could vary materially 
from the Company's current estimates. If adequate funds are not available from  
its existing capital resources, the Company may be required to curtail its      
buildout or to obtain additional funds on terms less favorable than those       
contained in the Company's current arrangements.                                

To secure a sufficient amount of unencumbered spectrum to operate its PCS   
system efficiently, the Company must negotiate with incumbent microwave         
operators to relocate their operations. There can be no assurance that the      
Company will be successful in reaching timely agreements with the existing      
microwave licensees or that such agreements will be on terms favorable to the   
Company. Delay in the relocation of such licenses may adversely affect the      
Company's ability to commence timely commercial operations in the markets       
where service has yet to be launched.                                           

HIGH LEVERAGE; ABILITY TO SERVICE DEBT; RESTRICTIVE COVENANTS                   

The Company is, and will continue to be, highly leveraged and subject to    
significant financial restrictions and limitations. As of March 31, 1998, the   
Company's total long-term indebtedness was $1,908.9 million. There can be no    
assurance that the Company will generate sufficient cash flow from operating    
activities and other sources to meet its working capital requirements and debt  
service obligations.                                                            

The degree to which the Company is leveraged could have important           
consequences to the holders of the Preferred Stock, including but not limited   
to, the following: (i) increasing the Company's vulnerability to adverse        
changes in market conditions; (ii) limiting the Company's ability to obtain     
additional financing for working capital, capital expenditures, acquisitions,   
general corporate purposes, including the buildout of the networks; (iii)       
requiring a substantial portion of the Company's cash flow from operations to   
be dedicated to debt service requirements, thereby reducing the funds           
available for operations and future business opportunities; and (iv)            
increasing the Company's exposure to increases in interest rates given that     
certain of the Company's borrowings are at variable rates of interest.          
Further, the Company may under certain circumstances be obligated to offer to   
repurchase its outstanding debt securities prior to maturity and there can be   
no assurance that the Company will have the financial resources necessary or    
otherwise be able to repurchase these securities in such circumstances.         

DEPENDENCE UPON CASH FLOW FROM SUBSIDIARIES; SUBORDINATION TO SUBSIDIARY        
LIABILITIES                                                                     

The Company conducts most of its operations through its direct and indirect 
subsidiaries. The Company holds only its investments in and advances to its     
subsidiaries and is dependent upon receipt of sufficient funds from its         
subsidiaries to meet its own payment obligations. The ability of the Company    
and holders of the Preferred Stock to benefit in the distribution of assets of  
any of the Company's subsidiaries upon any liquidation of any such subsidiary   
will be subject to the prior claims of the subsidiary's creditors and, to the   
extent that such subsidiary is not directly owned by the Company, to the prior  
claims of any other persons directly or indirectly owning such subsidiary. The  
ability of the Company to pay cash dividends on the Preferred Stock will be     
dependent upon the cash flows of its subsidiaries and the payment of funds by   
those subsidiaries to the Company in the form of repayment of loans, dividends  
or otherwise.                                                                   

In light of the Company's strategy of continued growth, and related capital 
requirements, the Company and its subsidiaries may incur substantial            
indebtedness in the future. A substantial portion of the Company's and its      
subsidiaries' existing and future indebtedness has been secured and is          
expected to be secured by liens on the assets of the Company's subsidiaries     
and the shares of the Company's subsidiaries. In addition, the ability of the   
Company and holders of the Preferred Stock to benefit from distributions of     
assets of the Company's subsidiaries may be limited to the extent that          
distributions are restricted under subsidiary loan agreements, and that the     
outstanding shares of any of its subsidiaries are pledged to secure other debt  
of the Company or its subsidiaries. The principal fixed assets of the           
Company's subsidiaries are highly specialized for the PCS industry and, taken   
individually, can be expected to have limited marketability. Consequently, in   
the event that secured creditors seek to realize on the collateral securing     
debt of the Company's subsidiaries, these creditors would be likely to          

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seek to sell the business as a going concern (possibly through a sale of        
pledged shares of subsidiaries), either in its entirety, or by franchise or     
other business unit, in order to maximize the proceeds realized.                

Therefore, for the reasons described above, there can be no assurance that  
the Company will be able to receive any cash flow from its subsidiaries in a    
timely manner or at all.                                                        

SIGNIFICANT CAPITAL REQUIREMENTS; UNCERTAINTY OF ADDITIONAL FINANCING           

The Company's highest priority is to continue to build out its markets in   
the Northeast, southeast Florida, and the Midwest. The Company believes that    
cash and cash equivalents on hand, anticipated revenues, vendor financing, and  
current and potential strategic partnerships, together with the proceeds from   
the sale of the Depository Shares in May 1998, will be adequate to fund its     
operations and its network buildout through the end of 1998. There can be no    
assurance, however, that the Company will not require additional financing      
during such period to fund its operation. To the extent that the buildout of    
the networks is faster than expected, the maintenance and replacement costs of  
equipment (as a result of malfunction or obsolescence) are greater than         
anticipated or the Company takes advantage of other opportunities that require  
a significant investment of capital, the Company may require additional         
funding to implement its business strategy. The Company's future capital        
requirements will also depend on many other factors, including the successful   
development of new products, the extent and timing of acceptance of the         
Company's equipment in the market, requirements to maintain adequate            
manufacturing facilities, the progress of the Company's research and            
development efforts, expansion of the Company's marketing and sales efforts,    
the Company's results of operations and the status of its competitive           
products. The Company believes that it will require substantial amounts of      
additional capital over the next several years. No assurance can be given that  
the Company will be able to obtain additional financing on acceptable terms     
and in adequate amounts to accomplish its objectives, if at all.                

CONTROL GROUP REQUIREMENT                                                       

The Company qualified as an Entrepreneur and a Small Business, as such terms
are defined by the FCC rules and regulations, for participation in the          
Entrepreneurs' Band auction and payment for its Entrepreneurs' Band licenses.   
To retain its Entrepreneurs' Band licenses and its favorable government         
financing, the Company must maintain such status (the "Designated Entity        
Status"). It may also assign or transfer its licenses to another entity         
qualifying for Designated Entity Status, subject to prior FCC approval. 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 as well as de jure and de facto       
control of the Company for 10 years from the date of grant of its C Block and   
F Block PCS licenses. The FCC has indicated that it will not rely solely on de  
jure control in determining whether the control group and its qualifying        
investors are truly in control of an entity. Even if the control group and the  
qualifying investors hold the requisite percentages of equity and voting        
control, the FCC may still engage in a fact-specific inquiry to determine       
whether actual control exists.                                                  

The Company believes it has taken steps to comply with and prevent violation
of such regulatory requirements, but there can be no assurance that the         
Company's ownership and control structure will not be challenged. If such       
challenges are successful, the Company could be required to restructure or      
recapitalize, and possibly forfeit its C Block and F Block PCS licenses.        
Failure by the Company to maintain its Designated Entity Status could result    
in the imposition of less favorable schedules for or the acceleration of        
payments due under the government financing or revocation of its licenses. The  
inability of non-control group stockholders to gain control of the Company      
could negatively impact the Company's ability to attract additional capital.    
This control requirement may also discourage certain transactions involving an  
actual or potential change of control of the Company.                           

GENERAL OPERATING RISKS                                                         

The Company's results of operations are dependent upon the ability to       
attract and maintain subscribers to its PCS service, and the Company's ability  
to control overall operating expenses. The ability to attract and               

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retain subscribers is dependent on, among other things, the general economic    
conditions in each of its PCS markets, the relative popularity of PCS service,  
the demographic characteristics of the potential subscribers to PCS service,    
the technical attractiveness to customers of the equipment and service of PCS   
systems, the capabilities of the billing system, the ability of the customer    
care operations to satisfy the customers' demands, the ability to successfully  
attract prepaid subscribers who would otherwise not use PCS service, the        
performance of resellers, the activities of competitors, the use of incentives  
to attract customers and other factors which may be outside of the Company's    
control.                                                                        

COMPETITION--SERVICE BUSINESS                                                   

PCS is a relatively new technology and service. Currently, cellular         
communication is the closest comparable service to PCS available. In            
development of the PCS market, the Company and other PCS licensees will be      
competing with the more established cellular industry, as well as other         
wireless communications technologies, existing and future, with similar         
applications. In order to gain early market penetration and compensate for      
initially limited network footprints, PCS operators typically have been         
aggressive in terms of pricing their service. PCS providers have also           
attracted subscribers by not requiring subscribers to sign minimum service      
contracts and offering lower per minute incoming calling rates. Many of the     
Company's PCS and cellular telephone competitors, including joint ventures      
involving some of the nation's largest regional and long distance telephone     
carriers, have substantially greater access to capital than the Company,        
substantially greater technical, marketing, sales and distribution resources    
than those of the Company and significantly greater experience than the         
Company in providing wireless services.                                         

The success of the Company's PCS service business will depend upon its      
ability to compete with cellular operators, other PCS licensees and potential   
future wireless communications providers. For example, Bell Atlantic and AT&T   
Wireless currently provide cellular services in the New York MSA and            
surrounding areas. Sprint PCS was the winner of the B Block New York MTA PCS    
license. NextWave was the successful bidder in the Entrepreneurs' Band auction  
for the New York BTA PCS license but has not yet begun commercial operation.    
The Company's other networks will face similar PCS, cellular and Enhanced       
Specialized Mobile Radio ("ESMR") competition including competition in certain  
BTAs from AT&T Wireless, Sprint PCS, Cellular One, COMCAST, Metrophone,         
Nextel, and PrimeCo, among others. In the future, PCS could potentially         
compete more directly with traditional landline telephone service providers     
and other technologies including mobile satellite systems.                      

COMPETITION--TECHNOLOGY BUSINESS                                                

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. Given the rapid advances in the wireless telecommunications industry,  
there can be no assurance that the Company will be able to develop, produce or  
market products that will be competitive in the marketplace.                    

EVOLVING REGULATORY ENVIRONMENT                                                 

The licensing, construction, operation, sale and interconnection            
arrangements of wireless telecommunications systems are regulated to varying    
degrees by the FCC and, depending on the jurisdiction, also may be regulated    
by state regulatory agencies. State agencies having jurisdiction over the       
Company's license areas have generally not sought to regulate PCS to date, but  
do regulate interconnection arrangements for PCS with landline networks. There  
can be no assurance that either the FCC or such state agencies will not adopt   

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regulations or take other actions that would adversely affect the business of   
the Company. In addition, FCC licenses to provide cellular and PCS services     
are subject to renewal and revocation. The New York MTA license will expire in  
December 2004 and Entrepreneurs' Band C Block PCS licenses will expire in       
2006. The D, E and F Block licenses will expire in 2007. There may be           
petitions to deny renewal of the Company's PCS licenses, and there can be no    
assurance that the licenses will be renewed.                                    

In addition, the FCC has placed certain conditions on Omnipoint's New York  
MTA License. Some of these conditions will also apply to the Company's other    
licenses. 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 C Block BTA service area within five years of the      
grant of the license (the "Five-Year Buildout Requirement"), to at least two-   
thirds of the population within 10 years (the "10-Year Buildout Requirement")   
and to one-quarter of the population of D, E, and F Block BTA service areas     
within five years. Violations of any of these conditions could result in        
license revocations, forfeitures or fines.                                      

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 has already achieved the Five-Year Buildout       
Requirement in its NY MTA as well as the Five-Year Buildout Requirement in the  
Philadelphia, Atlantic City and Wichita BTAs. Licensees that fail to meet       
their respective coverage requirements may be subject to forfeiture of the      
license.                                                                        

The Communications Act of 1934, as amended (the "Communication 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, increased total assets from     
non-attributable equity investments, debt financing, and revenue from           
operations, business development or expanded service are not considered by the  
FCC. 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. The FCC has announced that it may conduct audits to     
ensure compliance with all license conditions.                                  

On June 8, 1998, the Company exercised certain options offered by the FCC in
order to reduce its debt with respect to its C Block licenses. The Company      
notes that these options may be affected by further reconsideration of the      
order by the FCC, litigation regarding the order, or other government actions.  
Accordingly, there can be no assurance that the Company will be able to         
realize all the assumed benefits from its elections.                            

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." In         
January 1996, Wireless Communications Council ("WCC"), a trade association      
with only one disclosed member, who is a proponent of IS-95 CDMA technology,    
filed a petition with the FCC seeking clarification of the phrase. In August    
1996, the FCC denied the petition                                               

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noting that (a) using tests required by federal court, WCC lacked standing, (b) 
the petition was premature because the Company's compliance with the five-year  
buildout condition should not be evaluated until December 1999, and (c)         
compliance with the condition would involve consideration of several complex    
factors. 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 buildout plan in connection     
with the New York MTA will satisfy the "substantial use" condition. None of the 
Company's other licenses contain a similar condition.                           

The PCS industry is subject to continually evolving regulation. There are a 
number of issues on which various parties have or may in the future suggest     
regulation. These include the effect of cellular and digital wireless telephony 
on hearing aids, electromagnetic interference and cancer, as well as            
interference between types of wireless systems. As new regulations are          
promulgated on these subjects or other subjects, the Company may be required to 
modify its business plans or operations in order to comply with any such        
regulations. There can be no assurance that the Company will be able to do so   
in a cost effective manner, if at all. See "--Radio Frequency Emission          
Concerns; Medical Device Interference."                                         

DEPENDENCE ON KEY PERSONNEL                                                     

The Company is highly dependent upon the technical and management skills of 
its key employees, especially Douglas G. Smith, Chairman and CEO, George F.     
Schmitt, President of OCI and Executive Vice President of the Company, and      
Kjell S. Andersson, President of Omnipoint Technology Inc. and Executive Vice   
President of the Company. The Company has an employment agreement with each of  
Messrs. Schmitt and Andersson, but not with Mr. Smith. The loss of the services 
of any key employee could adversely affect the Company's financial condition    
and results of operations. There can be no assurance that the Company will be   
successful in retaining its key employees or that it can attract or retain      
additional skilled personnel. The Company maintains key man life insurance on   
the lives of Messrs. Smith, Schmitt and Andersson.                              

The Company's growth causes 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. The failure of the Company's management team 
to effectively manage growth could have a materially adverse impact on the      
Company's financial condition and results of operations.                        

RADIO FREQUENCY EMISSION CONCERNS; MEDICAL DEVICE INTERFERENCE                  

Media reports have suggested that certain radio frequency ("RF") emissions  
from wireless handsets may be linked to various health concerns, including      
cancer, and may interfere with various electronic medical devices, including    
hearing aids and pacemakers. Concerns over RF emissions may have the effect of  
discouraging the use of wireless handsets, which could have an adverse effect   
on the Company's results of operations. In 1996, the FCC adopted rules which    
update the guidelines and methods it uses for evaluating RF emissions from      
radio equipment, including wireless handsets. While the adopted rules impose    
more restrictive standards on RF emissions from lower power devices such as     
wireless handsets, it is believed that all wireless handsets to be marketed and 
to be used by the Company's subscribers, comply with such standards.            

Certain interest groups have requested that the FCC investigate claims that 
the GSM technology poses health concerns and causes interference with hearing   
aids and other medical devices. The Center for the Study of Electromagnetic     
Compatibility at the University of Oklahoma, which was founded in 1994 with     
funds from the wireless industry, is studying this issue. In addition, the      
Personal Communications Industry Association ("PCIA") announced in 1995 that it 
was undertaking an industry-wide study to gather information on possible PCS    
interference with medical devices for all PCS standards. There can be no        
assurance that the findings of such studies or any governmental regulations     
that may result therefrom will not have an adverse effect on the Company's      
business.                                                                       

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UNCERTAINTY OF PROTECTION OF PATENTS AND PROPRIETARY RIGHTS                     

The Company's technology business relies on a combination of patents,       
trademarks, and nondisclosures 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 be issued, 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. As of   
March 31, 1998, the Company has received 38 U.S. patents and one foreign        
patent on its technology, has 20 U.S. patent applications which have been       
allowed, and has 45 U.S. and 131 foreign patent applications pending. The       
issued patents will expire between 2009 and 2015. In addition, there can be no  
assurance that any patents issued to the Company will not be challenged,        
invalidated or circumvented, or that the rights granted thereunder will         
provide proprietary protection to the Company. Litigation to defend and         
enforce the Company's intellectual property rights could result in substantial  
costs and diversion of resources and could have a materially adverse effect on  
the Company's financial condition and results of operations regardless of the   
final outcome of such litigation. Despite the Company's efforts to safeguard    
and maintain its proprietary rights, there can be no assurance that the         
Company will be successful in doing so or that the Company's competitors will   
not independently develop or patent technologies that are substantially         
equivalent or superior to the Company's technologies.                           

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 which    
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 not           
available on acceptable terms, no assurance can be made that the failure to     
obtain a license would not adversely affect the Company.                        

EFFECT OF CERTAIN CHARTER PROVISIONS AND STATUTORY PROVISIONS                   

Under Delaware law, dividends on capital stock may only be paid from        
"surplus" or if there is no surplus, from the corporation's net profits for     
the then-current or the preceding fiscal year. In addition, a corporation may   
repurchase or redeem shares of capital stock only if it has sufficient funds    
legally available to effect such repurchase or redemption, so that the          
corporation's capital is not "impaired" by such repurchase or redemption. Any   
repurchase or redemption of capital stock requiring more than the amount of     
"surplus" would result in an impairment of capital under Delaware law. The      
Company does not anticipate having net profits for the foreseeable future and   
its ability to pay cash dividends on and to redeem shares of Preferred Stock    
will require the availability of adequate "surplus," which is defined as the    
excess, if any, of the Company's net assets (total assets less total            
liabilities) over its capital (generally the par value of its issued capital    
stock). As a result, there can be no assurance that adequate surplus will be    
available to pay cash dividends on or to acquire shares of Preferred Stock,     
including upon a Change of Control.                                             

Further, certain provisions of the Company's Amended and Restated           
Certificate of Incorporation and Bylaws and of Delaware law could delay or      
make more difficult a merger, tender offer or proxy contest involving the       
Company. The Company is subject to the anti-takeover provisions of Section 203  
of the Delaware General Corporation Law. In general, the statute prohibits a    
publicly held Delaware corporation from engaging in a "business combination"    
with an "interested stockholder" for a period of three years after the date of  
the transaction in which the person became an interested stockholder, unless    
the business combination is approved in a prescribed manner. See "Description   
of the Preferred Stock."                                                        

POSSIBLE VOLATILITY OF STOCK PRICE                                              

There may be significant volatility in the market price for the Common      
Stock. Quarterly operating results of the Company, changes in general           
conditions of the economy, the financial markets, competition and changes in    
the number of subscribers, regulatory changes, and delay or failure of          
buildout of networks, could cause the market price of the Common Stock and the  
Preferred Stock to fluctuate substantially. In addition, price and volume       
fluctuations in the stock markets may affect the market price of the Common     
Stock and the Preferred Stock for reasons unrelated to the Company's operating  
performance.                                                                    

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ABSENCE OF PUBLIC MARKET FOR THE DEPOSITARY SHARES                              

The Depositary Shares and the Preferred Stock were issued in May 1998 to a  
small number of institutional buyers. The Depositary Shares issued in reliance  
on Rule 144A of the Securities Act are now being traded on PORTAL. The          
Registration Statement of which this Prospectus forms a part is filed pursuant  
to a certain Registration Agreement, which does not obligate the Company to     
keep the Registration Statement effective two years after the date when the     
Registration Statement is declared effective by the Commission or, if earlier,  
the date when all the Securities covered by the Registration Statement have     
been sold pursuant to the Registration Statement or may be resold without       
registration by persons that are not affiliates of the Company pursuant to      
Rule 144(k) of the Securities Act. The Company does not expect that there will  
be any trading market for the Preferred Stock except as represented by the      
Depositary Shares. Although the Initial Purchasers of the Depositary Shares     
have informed the Company that they intend to make a market in the Depositary   
Shares, they are not obligated to do so and any such market-making activities   
may be discontinued at any time without notice. There can be no assurance as    
to (i) the liquidity of any such market that may develop, (ii) the ability of   
the holders of the Depositary Shares to sell their Depositary Shares, or (iii)  
the price at which the holders of the Depositary Shares to sell their           
Depositary Shares. If such a market were to develop, the Depositary Shares      
could trade at prices that may be higher or lower that their purchase price,    
depending on many factors, including prevailing interest rates, the market for  
similar securities and the financial performance of the Company. Accordingly,   
there can be no assurance as to the developmetn or liquidity of the trading     
market for the Depositary Shares and the Preferred Stock.                       

LIMITATIONS ON ABILITY TO PAY DIVIDENDS; RANKING                                

The Company has never paid or declared any cash dividends on its Common     
Stock and does not expect to pay cash dividends on its Common Stock in the      
foreseeable future. The Company is subject to certain restrictive covenants     
with respect to its various debt obligations which restrict the ability of the  
Company to pay dividends on its capital stock, either in cash or in stock,      
except, in certain circumstances, upon meeting certain threshold standards      
with respect to the Company's leverage ratio, which the Company does not        
currently meet. Although (i) certain of the debt obligations containing such    
restrictions will mature and, it is anticipated, be repaid prior to May 1,      
2001, and (ii) the Company will use its best efforts to obtain amendments to    
the remaining debt obligations to facilitate the payment of dividends on the    
Preferred Stock, there can be no assurances that the maturing debt obligations  
will be repaid, that the requested amendments will be obtained, or that         
sufficient improvement in the leverage ratio will be realized so that the       
Company will be permitted to pay dividends on the Preferred Stock. If the       
Company's debt obligations preclude the payment of dividends on the Preferred   
Stock for a period of six consecutive quarters, the holders of the Preferred    
Stock will be entitled to vote as a class to elect two directors to the         
Company's board of directors. See "Description of the Preferred Stock--         
Dividends."                                                                     

While any shares of Preferred Stock are outstanding, the Company may not    
authorize, create or increase the authorized amount of any class or series of   
stock that ranks senior to the Preferred Stock with respect to the payment of   
dividends or amounts upon liquidation, dissolution or winding up without the    
consent of the holders of 66 2/3% of the outstanding shares of Preferred        
Stock. However, the Company may create additional classes of stock, increase    
the authorized number of shares of preferred stock or issue series of           
preferred stock ranking on a parity with the Preferred Stock with respect, in   
each case, to the payment of dividends and amounts upon liquidation,            
dissolution and winding up without the consent of any holder of Preferred       
Stock. See "Description of the Preferred Stock--Voting Rights."                 

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THE COMPANY 

As used herein, unless otherwise indicated, the terms "Company" and         
"Omnipoint" refer to Omnipoint Corporation and its subsidiaries, and "OCI"      
refers to Omnipoint Communications Inc. The term population equivalents         
("POPs") means the Paul Kagan Associates 1995 PCS Atlas & Databook estimate of  
the 1995 population of a particular Major Trading Area ("MTA") or Basic         
Trading Area ("BTA") or the total U.S.                                          

Omnipoint is a leader in commercializing personal communications services   
("PCS"). Omnipoint has licenses to provide such services in areas covering      
approximately 96.5 million POPs, of which approximately 60% are located in a    
contiguous region of the northeast U.S. from Maine to Virginia. In addition,    
Omnipoint has licenses in southeast Florida and the Midwest. As of March 31,    
1998, Omnipoint marketed wireless communications services to over 25 million    
POPs covered by networks throughout the northeast region of the U.S.,           
primarily in the metropolitan areas of New York, Boston, Philadelphia and       
Providence, and in the greater Miami area. The Company has under construction   
an additional 25 million POPs that would bring planned coverage by late 1998    
or early 1999 to approximately 50 million POPs. Based on POPs, Omnipoint is     
the fourth largest PCS licensee in the U.S., and its licenses cover six of the  
top 12 and nine of the top 20 cities in the U.S. In total, Omnipoint has        
licenses for 23 of the top 50 BTAs. The Company currently has over 200,000      
subscribers.                                                                    

Omnipoint was incorporated in Delaware in June 1987, to design, develop,    
manufacture and market wireless digital communications products and services.   
From inception in 1987 to 1992, Omnipoint developed several working prototypes  
for various wireless voice, data and other digital communication transmission   
projects. Omnipoint's success in developing its proprietary technology for the  
first digital PCS system at 1.9 GHz during 1991 and 1992 was instrumental in    
the Federal Communications Commission ("FCC") awarding Omnipoint one of three   
Pioneer's Preferences in 1993. One Omnipoint system was officially designated   
as IS-661 by the Joint Technical Committee on Wireless Access. As a result of   
the Pioneer's Preference, the FCC issued to Omnipoint in December 1994 a 30     
MHz "Pioneer's Preference" PCS license to provide PCS services in the New York  
MTA (the "New York MTA License"), which is the largest MTA in the U.S. with     
approximately 27 million POPs.                                                  

In September 1996, the FCC granted Omnipoint 18 Entrepreneurs' Band C Block 
PCS licenses, which cover approximately 13.3 million POPs, including            
Philadelphia and Atlantic City. In January 1997, Omnipoint won 109 licenses in  
the D and E Block and the Entrepreneurs' Band F Block auctions. These licenses  
cover approximately 76.6 million POPs (of which 56.4 million do not overlap     
with previously acquired licenses), including Detroit, Washington, D.C.,        
Boston, and Miami, each of which is among the twelve largest markets in the     
U.S. Omnipoint also won a license for an additional 10 MHz of frequency in the  
New York BTA, making Omnipoint the only 40 MHz license holder in New York.      
Also, in 1997, Omnipoint became the first PCS operator in the U.S. to launch    
international roaming and as of March 31, 1998, had signed international        
roaming agreements with 74 PCS service providers in 46 countries.               

Omnipoint Communications Inc., an indirect 95.6% owned subsidiary of        
Omnipoint Corporation, has committed to pay $347.5 million for the New York     
MTA License. It is required to pay the principal balance and interest thereon   
during the period April 1998 to March 2001.                                     

With respect to Omnipoint's C Block PCS licenses, the total purchase price  
after discount is approximately $509.1 million. Omnipoint has made a 10% down   
payment, or approximately $51.0 million to the FCC for these licenses, and      
will pay interest only until 2003. The remaining principal balance on all of    
Omnipoint's C Block licenses is approximately $458.2 million, which would be    
payable, with remaining interest, during the period 2003 to 2006.               

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Omnipoint has paid to the FCC the entire $106.9 million related to its D and
E Block licenses. With respect to Omnipoint's F Block licenses, Omnipoint made  
a 20% down payment, or approximately $14.8 million in 1997. Omnipoint 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.                                     

In 1997, the FCC suspended all interest payments on the Entrepreneurs' Band 
C Block and F Block licenses and since then has offered the C Block licensees   
various options for reducing their debt by returning all or portions of their   
spectrum. These options include, without limitation, (i) amnesty and (ii)       
disaggregation. Under the FCC's amnesty option, a licensee can return a         
license and either (a) rebid on it in the reauction, foregoing the original     
10% deposit or (b) forego the right to rebid on the license in the reauction    
(or to otherwise acquire it for two years) in exchange for receiving a 70%      
credit of the original 10% deposit which can then be applied to payment for     
licenses retained by the Company. Under the FCC's disaggregation option, a      
licensee can retain 15 MHz of its bandwidth and return 15 MHz (which it cannot  
rebid for in the reauction or otherwise acquire for two years), extinguishing   
50% of the outstanding debt on those licenses.                                  

On June 8, 1998, the Company elected a combination of C Block options. The  
Company elected disaggregation for four of its licenses (Philadelphia, PA,      
Atlantic City, NJ, Reading, PA and Dover, DE), and elected amnesty for all      
other C Block licenses. The FCC has currently estimated that the reauction of   
all returned Entrepreneurs' Band spectrum will begin in the first quarter of    
1999. Omnipoint's election would reduce the Company's reported debt and         
accrued interest by approximately $282 million, while reducing the Company's    
owned POPs, net of the additional licenses referred to below, by approximately  
four percent. Omnipoint's election decisions may be affected by any further     
reconsideration of the order by the FCC, litigation regarding the order, or     
other government actions.                                                       

In certain BTAs where the Company returned C Block spectrum, the Company (i)
obtained D and E Block PCS licenses for Springfield, MA and Pittsfield, MA,     
among a total of nine New England area licenses to be acquired from Atlantic    
Cellular Corporation, and (ii) already holds F Block licenses in Wichita, KS    
and Rochester, NY. The Company's buildout plans and services in markets where   
it elected disaggregation will not be adversely affected.                       

Omnipoint's strategy for its PCS service business is to become a leading    
provider of wireless services in its markets. The Company launched its first    
PCS service in the New York City area with a soft launch in November 1996 and   
a hard launch with multi-media advertising beginning in February 1997. The      
Company launched service in Philadelphia, Atlantic City and Wichita in          
September 1997 and in the Boston/Providence and Miami metropolitan areas in     
March 1998. The Company is also in the design, engineering and construction     
phase for the buildout of other major markets, including Detroit and            
Indianapolis. As its highest immediate priority, Omnipoint will continue to     
build out its licenses in the Northeast, southeast Florida and the Midwest,     
focusing initially on the most densely populated portions of these areas and    
on major commuting corridors. Omnipoint believes that existing analog 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 is poor, with the anticipated growth in   
wireless demand adding to this problem.                                         

Omnipoint's strategy for its technology development and equipment business  
is to apply its proprietary common air interface systems to selected            
commercial opportunities and to introduce new architectures for targeted        
applications. During 1996, a pilot IS-661 network was successfully tested. In   
November 1997, Omnipoint began testing the first commercial version of          
proprietary Omnipoint base stations integrated with a Northern Telecom Global   
System for Mobile Communications network in the New York MTA. Omnipoint's IS-   
661 system and subsequent architectures designed by Omnipoint are targeted for  
Wireless Local Loop services.                                                   

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Omnipoint plans to focus its domestic WLL activities on providing wireless      
Competitive Access Provider services on a limited basis in the New York MTA to  
small and medium size businesses where capacity requirements do not justify     
the expense of alternative bypass technologies, such as leased line, fiber or   
microwave technologies. In addition, Omnipoint 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 adjunct to GSM networks in the more than 110 countries where GSM has been    
deployed or selected for deployment.                                            

Omnipoint, Northern Telecom, Inc. and Ericsson Inc. have agreements         
involving (i) the purchase and sale of infrastructure equipment and handsets    
for Omnipoint's PCS networks, and (ii) a licensing and OEM arrangement          
relating to IS-661. In addition, in the U.S., each of Pacific Bell Mobile       
Services, Inc., BellSouth Personal Communications, Inc., Western Wireless       
Corporation, Powertel, Inc., American Personal Communications, Inc., and        
Aerial Communications, Inc. has a separate arrangement with Omnipoint to        
provide subscribers with roaming capabilities. These arrangements are with      
companies whose licenses, together with Omnipoint's, cover 94% of the U.S.      
population. Omnipoint has also signed international roaming agreements with 74  
GSM PCS service providers in 46 countries, 42 of which are operational in 30    
countries.                                                                      

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USE OF PROCEEDS 

The Company will not receive any of the proceeds from the sale of the       
Securities. The Securities are being sold by the Selling Stockholders. All of   
the expenses incurred in connection with the registration of the Securities     
offered hereby will be paid by the Company, except for selling commission and   
underwriting discounts.                                                         

RATIO OF EARNINGS TO FIXED CHARGES AND  
PREFERRED STOCK DIVIDENDS 

Earnings were inadequate to cover fixed charges for each of the five years  
in the period ended December 31, 1997 and for the three month period ended      
March 31, 1998. The following table sets forth these deficiencies.              

                                                                [Download Table]

                                FOR THE YEAR ENDED DECEMBER 31,                 
                              -----------------------------------               
                                                                  FOR THE THREE 
                                                                   MONTHS ENDED 
                              1993  1994   1995   1996     1997   MARCH 31, 1998
                              ---- ------ ------ ------- -------- --------------
                                        (IN THOUSANDS)                          
                                                                                
Earnings deficiency.......... $233 $1,519 $1,493 $54,648 $146,052    $42,211    

Dividends on the Preferred Stock will be payable no earlier than August 1,  
2001.                                                                           

SELLING STOCKHOLDERS  

The Company issued and sold 6,500,000 Depositary Shares (equivalent to      
325,000 shares of 7% Cumulative Convertible Preferred Stock to Donaldson,       
Lufkin & Jenrette Securities Corporation, BancAmerica Robertson Stephens,       
Bear, Stearns & Co. In. and Smith Barney Inc. (the "Initial Purchasers") on     
May 6, 1998 at a purchase price of $50 per Depositary Share ($1,000 per share   
of Preferred Stock). The Depositary Shares were sold by the Initial Purchasers  
in transactions exempt from the registration requirements of the Securities     
Act, to persons reasonably believed by such Initial Purchasers to be            
"qualified institutional buyers" (as defined in Rule 144A under the Securities  
Act).                                                                           

The Registration Statement of which the Prospectus is a part has been filed 
pursuant to Rule 415 under the Securities Act to afford the Selling             
Stockholders the opportunity to sell their Securities in public transactions    
rather than pursuant to an exemption from the registration and prospectus       
delivery requirements of the Securities Act. In order to avail itself of that   
opportunity, a Selling Stockholder must notify the Company of its intention to  
sell Securities and provide such other information concerning the Selling       
Stockholder and the Securities to be sold as may then be required by the        
Securities Act and the rules and regulations thereunder, as applicable. No      
offer or sale pursuant to this Prospectus may be made by any Selling            
Stockholder until such a request has been made and until any supplement for     
the Prospectus has been filed or an amendment to the Registration Statement of  
which this Prospectus is a part has become effective. Additional Selling        
Stockholders will be added to the Prospectus upon such Selling Stockholder's    
request and provision of the requested information to the Company. The Company  
will from time to time supplement or amend the Prospectus to the Registration   
Statement, as applicable, to add additional Selling Stockholders and to         
reflect the required information concerning such Selling Stockholders. The      
Selling Stockholders may from time to time offer and sell pursuant to this      
Prospectus any or all of the Depositary Shares, the Preferred Stock and any     
Common Stock issued upon conversion of, or as payment of dividends on, the      
Depositary Shares or the Preferred Stock.                                       

The following table sets forth information with respect to certain Selling  
Stockholders which have requested to be included in this Prospectus as of the   
date of this Prospectus. The Selling Stockholders may, from time to time, also  
receive shares of Common Stock in the event payment of dividends on the         
Depositary Shares or the Preferred Stock is made with shares of Common Stock    
which may also be offered and sold pursuant to this Prospectus. Such            
information set forth in the following table has been obtained from the         
respective Selling Stockholders identified in such table. No Selling            
Stockholder has held any position, office or had any other material             
relationship with the Company, its predecessor or affiliates during the past    
three years. All Depositary Shares are registered in the name of "Cede & Co."   
on the books of the transfer agent for the Depositary Shares.                   

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                                                                [Download Table]

                                                     DEPOSITARY     SHARES OF   
                                                    SHARES OWNED PREFERRED STOCK
                                                    AND OFFERED     OWNED AND   
           NAME OF SELLING STOCKHOLDER                 HEREBY    OFFERED HEREBY 
           ---------------------------              ------------ ---------------
                                                                                
American High-Income Trust........................     185,000           0      
American Travellers Life Insurance Co.--Convert-                                
 ible.............................................      24,000           0      
American Variable Insurance Series--Asset Alloca-                               
 tion Fund........................................      40,000           0      
American Variable Insurance Series--High-Yield                                  
 Bond Fund........................................      62,000           0      
BT Holdings (New York) Inc........................      85,000           0      
Banc America Robertson Stephens...................      27,500           0      
Bank of America Pension Plan......................      43,100           0      
Baptist Health....................................       1,700           0      
Boston Museum of Fine Art.........................         800           0      
Capitol American Life Insurance Co.--Convertible..      24,000           0      
Commonwealth Life Insurance Company (Teamsters-                                 
 Camden Non-Enhanced).............................      65,900           0      
Credit Suisse First Boston Corporation............     120,000           0      
Deeprock & Co.....................................      43,200           0      
Donaldson, Lufkin & Jenrette Securities Corpora-                                
 tion.............................................     922,700           0      
Engineers Joint Pension Fund......................       3,100           0      
Forest Alternative Strategies Fund II L.P. Series                               
 A5...............................................      31,250           0      
Forest Alternative Strategies Fund II L.P. Series                               
 A5M..............................................       1,500           0      
Forest Alternative Strategies Fund II L.P. A5I....       3,000           0      
Forest Global Convertible Fund Series A1..........         500           0      
Forest Global Convertible Fund Series A5..........      36,500           0      
Great American Reserve Insurance Co.--Convert-                                  
 ible.............................................      12,000           0      
HSBC Securities Inc...............................      70,000           0      
Highbridge Capital Corporation....................      50,000           0      
IDS Life Managed Fund, Inc........................     240,000           0      
IDS Utilities Income Fund, Inc....................     100,000           0      
JMG Convertible Investments, L.P..................      62,500           0      
KA Management L.P.................................     122,375           0      
KA Trading L.P....................................      60,225           0      
Laterman & Co.....................................      12,200           0      
Laterman Strategies 90's LLC......................      26,400           0      
Lincoln National Convertible Securities Fund......      40,705           0      
LLT Limited.......................................       6,000           0      
Merrill Lynch International Ltd...................      12,500           0      
Merrill Lynch Pierce Fenner & Smith...............     146,400           0      
Millennium Trading Co., L.P.......................      83,000           0      
NationsBanc Montgomery Securities LLC.............     205,000           0      
Nicholas Applegate Income & Growth Fund...........      29,300           0      
Offshore Strategies Ltd...........................      26,400           0      
Phoenix Capital Offshore Fund Ltd.................       4,000           0      
Providan Life & Health............................     138,400           0      
Retail Clerks Pension Plan........................      59,400           0      
San Diego City Retirement.........................       8,300           0      
San Diego County Convertible......................      25,300           0      
Southport Management Partners L.P.................      15,000           0      
Southport Partners International Ltd..............      35,000           0      
TQA Leverage Fund L.P.............................      20,000           0      
TQA Vantage Fund, Ltd.............................      40,000           0      
TQA Vantage Plus, Ltd.............................      10,000           0      
The Bond Fund of America, Inc.....................     120,000           0      
The Northwestern Mutual Life Insurance Company....      30,000           0      
Triton Capital Investments, Ltd...................      62,500           0      
Wake Forest University............................       6,500           0      
Weirton Trust.....................................      13,995           0      
Walker Art Center.................................       5,300           0      
Any other holder of Securities or future trans-                                 
 feree from any such holder.......................   2,880,550           0      
                                                     ---------         ---      
TOTAL                                                6,500,000           0      

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PLAN OF DISTRIBUTION  

The Company will not receive any of the proceeds from the sale of the       
Securities offered hereby. The Securities may be sold from time to time to      
purchasers directly by the Selling Stockholders. Alternatively, the Selling     
Stockholders may from time to time offer the Securities through brokers,        
dealers or agents who may receive compensation in the form of discounts,        
concessions or commissions from the Selling Stockholders and/or the purchasers  
of the Securities for whom they may act as agents. The Selling Stockholders     
and any such brokers, dealers or agents who participate in the distribution of  
the Securities may be deemed to be "underwriters" within the meaning of the     
Securities Act and any profit on the sale of the Securities by them and any     
discounts, commissions, concessions or other compensation received by any such  
brokers, dealers or agents may be deemed to be underwriting discounts and       
commissions under the Securities Act. To the extent the Selling Stockholders    
may be deemed to be underwriters, the Selling Stockholders may be subject to    
certain statutory liabilities of the Securities Act, including, but not         
limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under   
the Exchange Act.                                                               

The Securities offered hereby may be sold from time to time in one or more  
transactions at fixed prices, at prevailing market prices at the time of sale,  
at varying prices determined at the time of sale or at negotiated prices. The   
Securities may be sold in different ways, including, without limitation, by     
one or more of the following methods: (a) a block trade in which the broker or  
dealer so engaged will attempt to sell the Securities as agent but may          
position and resell a portion of the block as principal to facilitate the       
transaction; (b) purchases by a broker or dealer as principal and resale by     
such broker or dealer from its account pursuant to this Prospectus; (c)         
ordinary brokerage transactions and transactions in which the broker solicits   
purchasers; (d) an exchange distribution in accordance with the rules of such   
exchange; (e) face-to-face transactions between sellers and purchasers without  
a broker-dealer; and (f) through the writing of options. At any time a          
particular offer of the Securities is made, a revised Prospectus or Prospectus  
Supplement, if required, will be distributed which will set forth the           
aggregate amount and type of Securities being offered and the terms of the      
offering, including the name or names of any underwriters, dealers or agents,   
any discounts, commissions and other items constituting compensation from the   
Selling Stockholders and any discounts, commissions or concessions allowed or   
reallowed or paid to dealers. Registration Statement of which this Prospectus   
is a part, will be filed with the Commission to reflect the disclosure of       
additional information with respect to the distribution of the Securities. In   
addition, the Securities covered by this Prospectus may be sold in private      
transactions or under Rule 144 rather than pursuant to this Prospectus.         

To the best knowledge of the Company, there are currently no plans,         
arrangements or understandings between any Selling Stockholders and any         
broker, dealer, agent or underwriter regarding the sale of the Securities by    
the Selling Stockholders. There is no assurance that any Selling Stockholder    
will sell any or all of the Securities offered by it hereunder or that any      
such Selling Stockholder will not transfer, devise or gift such Securities by   
other means not described herein.                                               

The Selling Stockholders and any other person participating in such         
distribution will be subject to applicable provisions of the Exchange Act and   
the rules and regulations thereunder, including, without limitation,            
Regulation M, which may limit the timing of purchases and sales of any of the   
Securities by the Selling Stockholders and any other such person. Furthermore,  
under Regulation M of the Exchange Act, any person engaged in the distribution  
of the Securities may not simultaneously engage in market-making activities     
with respect to the particular Securities being distributed for certain         
periods prior to the commencement of or during such distribution. All of the    
foregoing may affect the marketability of the Securities and the ability of     
any person or entity to engage in market-making activities with respect to the  
Securities.                                                                     

Pursuant to a registration rights agreement entered into in connection with 
the offer and sale of the Securities by the Company, each of the Company and    
the applicable Selling Stockholders will be indemnified by the other against    
certain liabilities , including certain liabilities under the Securities Act,   
or will be entitled to contribution in connection therewith. The Company has    
agreed to pay all of the expenses incidental to the registration of the         
Securities.                                                                     

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DESCRIPTION OF CAPITAL STOCK  

The Company's authorized capital stock consists of 200,000,000 shares of    
Common Stock, $.01 par value per share, and 10,000,000 shares of Preferred      
Stock, $.01 par value per share. The following summary of certain provisions    
of the Common Stock and the Preferred Stock of the Company does not purport to  
be complete and is subject to, and qualified in its entirety by, the Amended    
and Restated Certificate of Incorporation, as amended, the Certificate of       
Designations and Bylaws of the Company, and the provisions of applicable law.   

COMMON STOCK                                                                    

As of June , 1998, there were shares of Common Stock outstanding and held of
record by approximately stockholders. Each holder of Common Stock is entitled   
to one vote for each share held. The holders of Common Stock, voting as a       
single class, are entitled to elect all of the directors of the Company.        
Matters submitted to stockholder approval generally require a majority vote.    

Holders of Common Stock are entitled to receive ratably such dividends as   
may be allowed under the various financing agreements of the Company and as     
declared by the Board of Directors out of funds legally available therefor. In  
the event of a liquidation, dissolution or winding up of the Company, holders   
of the Common Stock would be entitled to share in the Company's assets          
remaining after the payment of liabilities. Holders of Common Stock have no     
preemptive or other subscription rights. The shares of Common Stock are not     
convertible into any other security. The outstanding shares of Common Stock     
are fully paid and nonassessable.                                               

PREFERRED STOCK                                                                 

There are 10,000,000 shares of preferred stock authorized. The Company has  
designated 325,000 shares of preferred stock as 7% Cumulative Convertible       
Preferred Stock. The Preferred Stock is convertible at the option of the        
holders into shares of Common Stock, at any time unless previously redeemed,    
at a Conversion Price of $31.115 per share of Preferred Stock subject to        
adjustment under certain circumstances. Dividends accrue at an annual rate of   
7% of the liquidation preference thereof of $1,000 per share and are payable    
quarterly in arrears, commencing August 1, 2001, unless the Company elects the  
early termination of the Deposit Account, in which case, payment of dividends   
will commence on the dividend payment date immediately following the date of    
such early termination. Dividends may, at the option of the Company, be paid    
in cash, by delivery of fully paid and nonassessable shares of Common Stock,    
or a combination thereof. The Preferred Stock is redeemable at any time on or   
after May 1, 2001 in whole or in part, at the option of the Company, in cash,   
by delivery of fully paid and nonassessable shares of Common Stock, or a        
combination thereof. The Company issued and sold 325,000 shares of the          
Preferred Stock in the form of 6,500,000 Depositary Shares (at $50 per share).  
See "Description of the Preferred Stock."                                       

The Board of Directors of the Company has the authority to issue the        
preferred stock in one or more series and to fix the price, rights,             
preferences, privileges and restrictions thereof, including dividend rights,    
dividend rates, conversion rights, terms of redemption, redemption prices,      
liquidation preferences, voting rights and the number of shares consisting of   
any series or the designation of such series without further vote or action by  
the stockholders. The issuance of the preferred stock (or the ability of the    
Board of Directors to issue the preferred stock) may have the effect of         
delaying, deferring or preventing a change in control of the Company without    
further action by the stockholders and may adversely affect the voting and      
other rights of the holders of Common Stock. The issuance of preferred stock    
with voting or conversion rights may adversely affect the voting power of the   
holders of Common Stock.                                                        

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DESCRIPTION OF THE DEPOSITARY SHARES  

The summary contained herein of the terms of the shares of Depositary Shares
does not purport to be complete and is subject to and qualified in its          
entirety by reference to all of the provisions of the Deposit Agreement and     
the Depositary Receipts, copies of which may be obtained from the Company or    
the Depositary at the principal office of the Depositary at which at any        
particular time its depositary business shall be administered upon request.     

GENERAL                                                                         

Each Depositary Share represents one-twentieth of a share of Preferred Stock
deposited under the Deposit Agreement, dated as of May 6, 1998 (the "Deposit    
Agreement"), among the Company, Marine Midland Bank as depositary (the          
"Depositary"), and all holders from time to time of depositary receipts issued  
thereunder (the "Depositary Receipts"). Subject to the terms of the Deposit     
Agreement, each owner of a Depositary Share will be entitled, in proportion to  
the applicable fraction of a share of Preferred Stock represented by such       
Depositary Share, to all the rights and preferences of the Preferred Stock      
represented thereby (including dividend, voting, redemption, conversion and     
liquidation rights) and subject, proportionately to all of the limitations of   
the Preferred Stock represented thereby, contained in the Certificate of        
Designation summarized under "Description of the Preferred Stock."              

The Depositary Shares are evidenced by Depositary Receipts issued pursuant  
to the Deposit Agreement. Immediately following the issuance and delivery of    
the Preferred Stock by the Depositary to the Initial Purchasers as              
contemplated herein, the Initial Purchasers have deposited the Preferred Stock  
with the Depositary, which has issued the Depositary Shares to the Initial      
Purchasers. Depositary Receipts have been issued evidencing only whole          
Depositary Shares. The DTC has accepted the Depositary Receipts for its book-   
entry settlement system.                                                        

QUARTERLY RETURN AMOUNTS, DIVIDENDS AND OTHER DISTRIBUTIONS                     

The Depositary will distribute all cash and Common Stock distributions and  
other distributions received in respect of the Preferred Stock for dividends,   
Quarterly Return Amounts and otherwise to the record holders of Depositary      
Shares in proportion to the number of such Depositary Shares owned by such      
holders.                                                                        

In the event of a distribution other than in cash or Common Stock, the      
Depositary will distribute property received by it to the record holders of     
Depositary Shares entitled thereto, unless the Depositary determines that it    
is not feasible to make such distribution, in which case the Depositary may,    
with the approval of the Company, sell such property and distribute the net     
proceeds from such sale to such holders.                                        

RECORD DATE                                                                     

Whenever (i) any cash dividend, Quarterly Return Amount, or other cash      
distribution becomes payable, any distribution other than cash is made, or any  
rights, preferences or privileges are at any time offered with respect to the   
Preferred Stock, or (ii) the Depositary receives notice of any meeting at       
which holders of Preferred Stock are entitled to vote or of which holders of    
Preferred Stock are entitled to notice or any solicitation of consents in       
respect of the Preferred Stock, or any call of any Preferred Stock, or if at    
any time the Depositary and the Company otherwise deem it appropriate, the      
Depositary will in each such instance fix a record date (which shall be the     
same date as the record date for the Preferred Stock) for the determination of  
the holders of Depositary Receipts who are entitled to (a) receive such         
dividend, distribution, rights, preferences or privileges or the net            

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proceeds of the sale thereof, (b) receive notice of, and give instructions for  
the exercise of voting rights at any such meeting or (c) receive notice of any  
such call, subject to the provisions of the Deposit Agreement.                  

WITHDRAWAL OF PREFERRED STOCK                                                   

Upon surrender of the Depositary Receipts at the corporate trust office of  
the Depositary, or such other office as the Depositary may designate, unless    
the related Depositary Shares have been previously called for redemption, the   
holder of the Depositary Shares evidenced thereby is entitled to delivery at    
such office to or upon his order of the number of whole shares of Preferred     
Stock and any money or other property represented by such Depositary Shares.    
Holders of Depositary Shares are entitled to receive whole shares of Preferred  
Stock on the basis of one share of Preferred Stock for each 20 Depositary       
Shares, but holders of such whole shares of Preferred Stock are not thereafter  
entitled to receive Depositary Shares in exchange therefor. If the Depositary   
Receipts delivered by the holder evidence a number of Depositary Shares in      
excess of the number of Depositary Shares representing the number of whole      
shares of Preferred Stock to be withdrawn, the Depositary will deliver to such  
holder at the same time a new Depositary Receipt evidencing such excess number  
of Depositary Shares. The Company does not expect that there will be any        
public trading market for the Preferred Stock except as represented by the      
Depositary Shares.                                                              

REDEMPTION OR CONVERSION OF DEPOSITARY SHARES                                   

As described under "Description of the Preferred Stock--Optional Redemption"
and "--Conversion Rights," the Preferred Stock is subject to the Company's      
right to redeem the Preferred Stock for Common Stock at any time on or after    
May 1, 2001 and the holder's right at any time to convert the Preferred Stock   
into Common Stock at its option. The Depositary Shares are subject to           
redemption or conversion upon the same terms and conditions (including as to    
notice to the owners of Depositary Shares and as to selection of Depositary     
Shares to be called if fewer than all of the outstanding Depositary Shares are  
to be called) as the Preferred Stock held by the Depositary using the Common    
Stock received by the Depositary, except that the number of shares of Common    
Stock received upon conversion of each Depositary Share will be equal to one-   
twentieth of the number of shares of Common Stock received upon conversion of   
each of the Preferred Stock. To effect an optional conversion, a holder of      
Depositary Shares must deliver Depositary Receipts evidencing the Depositary    
Shares to be converted, together with written notice of conversion and a        
proper assignment of the Depositary Receipts to the Company, to any transfer    
agent for the Depositary Shares, or in blank, to the Depositary or its agent.   
Each optional conversion of Depositary Shares shall be deemed to have been      
effected immediately prior to the close of business on the date on which the    
foregoing requirements have been satisfied. To the extent that Depositary       
Shares are converted into shares of Common Stock and all such shares of Common  
Stock cannot be distributed to the record holders of Depositary Receipts        
without creating fractional interests in such shares, the Company will cause    
the Depositary to distribute cash to holders in lieu of fractional shares as    
provided above under "Description of the Preferred Stock--Conversion Rights."   
The amount distributed in the foregoing case will be reduced by any amount      
required to be withheld by the Company or the Depositary on account of taxes    
or otherwise required pursuant to law, regulation or court process.             

PAYMENT AND CONVERSION                                                          

All amounts payable in cash with respect to the Depositary Shares will be   
payable in United States dollars at the office or agency of the Company         
maintained for such purpose with the City of New York or, at the option of the  
Company, payment of dividends, Quarterly Return Amounts and Liquidated Damages  
(if any) may be made by check mailed to the holders of the Depositary Shares    
at their respective addresses set forth in the register of holders of the       
Depositary Shares maintained by the Transfer Agent, provided that all cash      
payments with respect to Depositary Shares in global form or the holders of     
which have given wire transfer instructions to the Company will be required to  
be made by wire transfer in immediately available funds to the accounts         
specified by the holders thereof.                                               

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Any payment on the Depositary Shares due on any day that is not a Business  
Day need not be made on such day, but may be made on the succeeding Business    
Day with the same force and effect as if made on such due date.                 

VOTING OF PREFERRED STOCK                                                       

Upon receipt of notice of any meeting at which holders of Preferred Stock   
are entitled to vote, the Depositary will mail the information contained in     
such notice of meeting to the record holders of the Depositary Shares relating  
to Preferred Stock. Each record holder of such Depositary Shares on the record  
date (which will be the same date as the record date of the Preferred Stock)    
will be entitled to instruct the Depositary as to the exercise of the voting    
rights pertaining to the amount of shares of Preferred Stock represented by     
such holder's Depositary Shares. The Depositary will use best efforts insofar   
as practicable, to vote the amount of shares of Preferred Stock represented by  
such Depositary Shares in accordance with such instructions and the Company     
will agree to take all reasonable action which may be deemed necessary by the   
Depositary in order to enable the Depositary to do so. The Depositary will      
abstain from voting Preferred Stock to the extent it does not receive specific  
instructions from the holders of Depositary Shares representing Preferred       
Stock.                                                                          

Each Depositary Share shall entitle the holder thereof to instruct the      
Depositary to cast one-twentieth of a share of Preferred Stock vote on each     
matter submitted to a vote of the stockholders of the Company. See              
"Description of the Preferred Stock--Voting Rights."                            

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT                              

The form of Depositary Receipt evidencing the Depositary Shares and any     
provision of the Deposit Agreement may at any time be amended by agreement      
between the Company and the Depositary. However, any amendment which            
materially and adversely alters the rights of the holders of Depositary Shares  
(or, which relates to or affects rights to receive dividends or distributions,  
or voting or redemption rights) will not be effective unless such amendment     
has been approved by the holders of at least 66 2/3% of the Depositary Shares   
then outstanding. In no event may any amendment impair the right of any holder  
of Depositary Receipts, subject to the conditions specified in the Deposit      
Agreement, upon such surrender of the Depositary Receipts evidencing such       
Depositary Shares, to receive shares of Preferred Stock or upon conversion of   
the Preferred Stock represented by the Depositary Receipts, to receive shares   
of Common Stock, and in each case any money or other property represented       
thereby, except in order to comply with mandatory provision of applicable law.  
Every holder of Depositary Receipts at the time any such amendment becomes      
effective shall be deemed to consent and agree to such amendment and to be      
bound by the Deposit Agreement.                                                 

The Deposit Agreement may be terminated by the Company or the Depositary    
only if (i) all outstanding Depositary Shares have been redeemed or converted,  
(ii) there has been a final distribution in respect of the Preferred Stock in   
connection with any liquidation, dissolution or winding up of the Company and   
such distribution has been distributed to the holders of Depositary Receipts    
or (iii) upon consent of holders of Depositary Receipts representing not less   
than 66 2/3% of the Depositary Shares then outstanding.                         

Whenever the Deposit Agreement has been terminated pursuant to clause (iii) 
of the preceding paragraph the Depositary will mail notice of such termination  
to the record holders of all Depositary Receipts then outstanding at least 30   
days prior to the date fixed in such notice for such termination. The           
Depositary may likewise terminate the Deposit Agreement if at any time 90 days  
shall have expired after the Depositary shall have delivered to the Company a   
written notice of its election to resign and a successor depositary shall not   
have been appointed and accepted its appointment. If any Depositary Receipts    
remain outstanding after the date of termination, the Depositary thereafter     
will discontinue the transfer of Depositary Receipts, will suspend the          
distribution of dividends to the holders thereof, and will not give any         
further notices (other than notices of such termination) or perform any         
further acts under the Deposit Agreement except as provided below and except    
that the Depositary will continue to (i) collect dividends on the Preferred     
Stock and any other distributions with respect thereto and (ii) deliver the     
Preferred Stock together with such dividends and distributions and the net      

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proceeds of any sales of rights, preferences, privileges or other property,     
without liability for interest thereon, in exchange for Depositary Receipts     
surrendered. At any time after the expiration of three years from the date of   
termination, the Depositary may sell the Preferred Stock then held by it at     
public or private sales, at such place or places and upon such terms as it      
deems proper and may thereafter hold the net proceeds of any such sale,         
together with any money and other property then held by it, without liability   
for interest thereon, for the pro rata benefit of the holders of Depositary     
Receipts which have not been surrendered. The Company does not intend to        
terminate the Deposit Agreement or to permit the resignation of the Depositary  
without appointing a successor Depositary.                                      

CHARGES OF DEPOSITARY                                                           

The Company will pay all transfer and other governmental charges arising    
solely from the existence of the depositary arrangements. The Company will pay  
charges of the Depositary in connection with the initial deposit of the         
Preferred Stock, and any redemption of such Preferred Stock. Holders of         
Depositary Receipts will pay transfer and other taxes and governmental charges  
and such other charges as are expressly provided in the Deposit Agreement to    
be for their accounts. The Depositary may refuse to effect any transfer of a    
Depositary Receipt or any withdrawal of Preferred Stock evidenced thereby       
until all such taxes and charges with respect to such Depositary Receipt or     
such Preferred Stock are paid by the holder thereof.                            

MISCELLANEOUS                                                                   

The Depositary will forward to holders of Preferred Stock all reports and   
communications from the Company which are delivered to the Depositary and       
which the Company is required to furnish to the holders of Preferred Stock.     

Neither the Depositary nor the Company will be liable if it is prevented or 
delayed by law or any circumstances beyond its control in performing its        
obligations under the Deposit Agreement. The obligations of the Company and     
the Depositary under the Deposit Agreement will be limited to performance in    
good faith of their duties thereunder and the Company and the Depositary will   
not be obligated to prosecute or defend any legal proceeding in respect of any  
Depositary Shares or Preferred Stock unless satisfactory indemnity is           
furnished. They may rely on written advice of counsel or accountants, or        
information provided by persons presenting Preferred Stock for deposit,         
holders of Depositary Shares or other persons believed to be competent and on   
documents believed to be genuine.                                               

RESIGNATION AND REMOVAL OF DEPOSITARY                                           

The Depositary may resign at any time by delivering to the Company notice of
its election to do so, and the Company may at any time remove the Depositary.   
Any such resignation or removal of the Depositary will take effect upon the     
appointment of a successor Depositary, which successor Depositary must be       
appointed within 45 days after delivery of the notice of resignation or         
removal and must be a bank or trust company having its principal office in the  
United States and having a combined capital and surplus of at least             
$50,000,000.                                                                    

BOOK ENTRY; THE DEPOSITORY TRUST COMPANY                                        

The Depository Trust Company ("DTC") will act as securities depository for  
the Depositary Shares offered hereby. The Depositary Shares will be issued      
only as fully-registered securities registered in the name of Cede & Co. (as    
nominee for DTC). One or more fully-registered global securities will be        
issued, representing in the aggregate the total number of shares of Depositary  
Shares, and will be deposited with DTC (collectively, the "Global               
Securities").                                                                   

The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. Such laws may impair   
the ability to transfer beneficial interests in Depositary Shares represented   
by a Global Securities.                                                         

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DTC is a limited-purpose trust company organized under the New York Banking 
Law, a "banking organization" within the meaning of the New York Banking Law,   
a member of the Federal Reserve System, a "clearing corporation" within the     
meaning of the New York Uniform Commercial Code and a "clearing agency"         
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC   
holds securities that its participants ("Participants") deposit with DTC. DTC   
also facilitates the settlement among Participants of securities transactions,  
such as transfers and pledges, in deposited securities through electronic       
computerized book-entry changes in Participants' accounts, thereby eliminating  
the need for physical movement of securities certificates. Direct Participants  
include securities brokers and dealers, banks, trust companies, clearing        
corporations and certain other organizations ("Direct Participants"). DTC is    
owned by a number of its Direct Participants and by the New York Stock          
Exchange, Inc., the American Stock Exchange, Inc. and the National Association  
of Securities Dealers, Inc. Access to the DTC system is also available to       
others such as securities brokers and dealers, banks and trust companies that   
clear through or maintain a custodial relationship with a Direct Participant,   
either directly or indirectly ("Indirect Participants").                        

Purchasers of Depositary Shares within the DTC system must be made by or    
through Direct Participants, which will receive a credit for the Depositary     
Shares on DTC's records. The ownership interest of each actual purchaser of a   
Depositary Share ("Beneficial Owner") is in turn to be recorded on the Direct   
or Indirect Participant's records. Beneficial Owners will not receive written   
confirmation from DTC of their purchases, but Beneficial Owners are expected    
to receive written confirmations providing details of the transactions, as      
well as periodic statements of their holdings, from the Direct or Indirect      
Participants through which the Beneficial Owners purchased the Depositary       
Shares. Transfers of ownership interests in the Depositary Shares are to be     
accomplished by entries made on the books of Participants acting on behalf of   
Beneficial Owners. Beneficial Owners will not receive certificates              
representing their ownership interests in the Depositary Shares, except upon a  
resignation of DTC or upon a decision by the Company to discontinue the book-   
entry system of the Depositary Shares.                                          

To facilitate subsequent transfers, all the Depositary Shares deposited by  
Participants with DTC are registered in the name of DTC's nominee, Cede & Co.   
The deposit of the Depositary Shares with DTC and their registration in the     
name of Cede & Co. effect no change in beneficial ownership. DTC has no         
knowledge of the actual Beneficial Owners of the Depositary Shares; DTC's       
records reflect only the identity of the Direct Participants to whose accounts  
such Depositary Shares are credited, which may or may not be the Beneficial     
Owners. The Participants will remain responsible for keeping account of their   
holdings on behalf of their customers.                                          

Conveyance of notices and other communications by DTC to Direct             
Participants, by Direct Participants to Indirect Participants and by Direct     
Participants and Indirect Participants to Beneficial Owners will be governed    
by arrangements among them, subject to any statutory or regulatory              
requirements as may be in effect from time to time.                             

Redemption notices with respect to the Depositary Shares shall be sent to   
Cede & Co. If less than all of the Depositary Shares are being redeemed, DTC's  
practice is to determine by lot the amount on the interest of each Direct       
Participant in such securities to be redeemed.                                  

Although voting with respect to the Depositary Shares is limited, in those  
cases where a vote is required, neither DTC nor Cede & Co. will itself consent  
or vote with respect to the Depositary Shares. Under its usual procedures, DTC  
would mail an "Omnibus Proxy" (i.e., a proxy conferring on Direct Participants  
the right to vote as their interests appear) to the Direct Participants as      
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s  
consenting or voting rights to those Direct Participants to whose accounts the  
Depositary Shares are credited on the record date (identified in a listing      
attached to the Omnibus Proxy). The Company believes that the arrangements      
among DTC, Direct and Indirect Participants and Beneficial Owners will enable   
the Beneficial Owners to exercise rights equivalent in substance to the rights  
that can be directly exercised by a Direct Participant.                         

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Cash distribution payments and distribution payments in shares of Common    
Stock on the shares of Preferred Stock represented by the Depositary Shares     
will be made to DTC. DTC's practice is to credit Direct Participants' accounts  
on the relevant payment date in accordance with their respective holdings       
shown on DTC's records unless DTC has reason to believe that it will not        
receive payments on such payment date. Payments by Participants to Beneficial   
Owners will be governed by standing instructions and customary practices, as    
is the case with securities held for the account of customers in bearer form    
or registered in "street name," and will be the responsibility of such          
Participant and not of DTC or the Company, subject to any statutory or          
regulatory requirements as may be in effect from time to time. Payment of       
distributions to DTC is the responsibility of the Company, disbursement of      
such payments to Direct Participants is the responsibility of DTC and           
disbursement of such payments to the Beneficial Owners is the responsibility    
of Direct and Indirect Participants.                                            

Except as provided herein, a Beneficial Owner in the Global Securities will 
not be entitled to receive physical delivery of the Depositary Shares.          
Accordingly, each Beneficial Owner must rely on the procedures of DTC to        
exercise any rights under the Depositary Shares, including elections as to      
form of payment.                                                                

DTC may discontinue providing its services as securities depositary with    
respect to the Depositary Shares at any time by giving reasonable notice to     
the Company. Under such circumstances, in the event that a successor            
securities depositary is not obtained, certificates representing the            
Depositary Shares will be printed and delivered. If the Company decides to      
discontinue use of the system of book-entry transfers through DTC (or a         
successor depositary), certificates representing the Depositary Shares will be  
printed and delivered.                                                          

The information in this section concerning DTC and DTC's book-entry system  
has been obtained from sources that the Company believes to be reliable, but    
the Company takes no responsibility for the accuracy thereof.                   

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DESCRIPTION OF THE PREFERRED STOCK  

GENERAL                                                                         

Each Depositary Share represents 1/20 of a share of Preferred Stock. The    
holders of the Preferred Stock will have no preemptive rights with respect to   
any shares of capital stock of the Company or any other securities of the       
Company convertible into or carrying rights or options to purchase any such     
shares. The Preferred Stock will, when issued, be fully paid and                
nonassessable.                                                                  

The Initial Purchasers of the Depositary Shares have deposited approximately
$62.8 million into the Deposit Account, and will be entitled to a Quarterly     
Return Amount from the Deposit Account in an amount equal to $0.875 per         
Depositary Share (equivalent to $17.50 per share of Preferred Stock),           
commencing August 1, 1998 and continuing until May 1, 2001. After such date,    
dividends will begin to accumulate on the Preferred Stock. The Company may,     
prior to the date on which any Quarterly Return Amount would otherwise be       
payable, deliver notice instructing the deposit agent (i) to purchase from the  
Company, for transfer to each holder of Depositary Shares, in lieu of the       
Quarterly Return Amount, that number of whole shares of Common Stock            
determined by dividing the Quarterly Return Amount by 95% of the Market Value   
(as defined) of the Common Stock as of the date of such notice or (ii) to       
defer delivery of the Quarterly Return Amount to holders of Depositary Shares   
on such quarterly payment date until the next quarterly payment date or any     
subsequent payment date. However, no later than May 1, 2001 (the "Deposit       
Expiration Date"), any amounts remaining in the Deposit Account, as of such     
date, or which have previously been deferred, will be (i) paid to the holders   
of the Depositary Shares or (ii) at the Company's option, used to purchase      
from the Company for delivery to each holder of Depositary Shares that number   
of whole shares of Common Stock determined by dividing such holder's pro rata   
share of the balance remaining in the Deposit Account by 95% of the Market      
Value of the Common Stock as of the date of the Direction Notice (as defined).  
For a discussion of Federal tax treatment of Deposit Account, and payments      
therefrom, see "Certain United States Federal Income Tax Consequences."         

The transfer agent, registrar, redemption, conversion and dividend          
disbursing agent for shares of the Preferred Stock will initially be Marine     
Midland Bank (the "Transfer Agent"). The Transfer Agent will send notices to    
stockholders of any special meetings at which holders of the Preferred Stock    
have the right to vote. See "--Voting Rights" below.                            

Set forth below is a description of the terms of the Preferred Stock and the
Deposit Account and the circumstances under which holders of shares of          
Preferred Stock may be expected to receive payments from the Deposit Account.   
The following summaries of the Preferred Stock and the Deposit Account do not   
purport to be complete and are subject to, and qualified in their entirety by   
reference to, the provisions of the Amended and Restated Certificate of         
Incorporation, as amended, and the Deposit Account Agreement (as defined        
below).                                                                         

RANKING                                                                         

The Preferred Stock ranks senior to the Company's Common Stock and senior to
or pari passu with other future offerings of preferred stock.                   

The Certificate of Designation provides that the Company may not, without   
the consent of the holders of at least 66 2/3% of the outstanding shares of     
Preferred Stock, authorize, create (by way of reclassification or otherwise)    
or issue any class or series of capital stock of the Company ranking senior to  
the Preferred Stock ("Senior Securities") or any obligation or security         
convertible or exchangeable into or evidencing a right to purchase shares of    
any class or series of Senior Securities.                                       

DEPOSIT ACCOUNT                                                                 

The funds deposited in the Deposit Account has been invested in U.S.        
government obligations or U.S. government guaranteed obligations, which,        
together with the earnings thereon will be sufficient to pay the aggregate      
Quarterly Return Amount through the Deposit Expiration Date. See "Certain       
United States Federal Income Tax Consequences."                                 

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Unless on or prior to the Notice Date (as defined), the Company shall have  
delivered to the Deposit Agent a Direction Notice (as defined), the Deposit     
Agent will deliver to each holder of Depositary Shares the Quarterly Return     
Amount on February 1, May 1, August 1 and November 1 of each year (each such    
date being a "Deposit Payment Date"), commencing August 1, 1998 and continuing  
until the Deposit Expiration Date. If the Company shall have delivered a        
Direction Notice to the Deposit Agent on or prior to the Notice Date, the       
Deposit Agent shall, as instructed by the Company in such Direction Notice,     
(i) purchase from the Company, for delivery to each holder of Depositary        
Shares in lieu of all or a portion of the Quarterly Return Amount or any        
deferred Quarterly Return Amount (which has not been previously paid in cash    
or shares of Common Stock) on the next Deposit Payment Date, that number of     
whole shares of Common Stock determined by dividing such Quarterly Return       
Amount or deferred Quarterly Return Amount by 95% of the Market Value of the    
Common Stock as of the Notice Date or (ii) defer payment of any Quarterly       
Return Amount until the next Deposit Payment Date or any subsequent Deposit     
Payment Date. At the written request of the Deposit Agent, the Company has      
agreed under the terms of the deposit agreement governing the Deposit Account   
(the "Deposit Account Agreement") to deliver, for and on behalf of the Deposit  
Agent, the shares of Common Stock acquired by the Deposit Agent directly to     
holders of Depositary Shares. The Deposit Account Agreement further provides    
that the Deposit Agent's obligations to purchase shares of Common Stock from    
the Company is secured by the funds in the Deposit Account.                     

In the event of any conversion of the Depositary Shares prior to the Deposit
Expiration Date, the Company shall immediately after such conversion be paid    
any funds remaining in the Deposit Account allocable to the Depositary Shares   
so converted. Such allocation shall be made pro rata based upon the number of   
Depositary Shares so converted. The cumulative amount to the date of            
conversion of any Quarterly Return Amounts, including any deferred Quarterly    
Return Amounts, at the time of such conversion, shall be paid to the holders    
of Depositary Shares who are converting their Depositary Shares at the time of  
such conversion. The Deposit Agent shall make any such payment in cash unless,  
prior thereto, the Company delivers a Direction Notice to the Deposit Agent     
requiring the Deposit Agent to purchase from the Company for transfer to        
holders who are converting their Depositary Shares that number of whole shares  
of Common Stock determined by dividing the allocable deferred Quarterly Return  
Amounts by 95% of the Market Value of the Common Stock as of the date of the    
Direction Notice.                                                               

On the Deposit Expiration Date, the Deposit Account Agreement requires the  
Deposit Agent to deliver to the holders of Depositary Shares any cash           
remaining in the Deposit Account on such date unless, prior thereto, the        
Company delivers a Direction Notice to the Deposit Agent requiring the Deposit  
Agent to purchase from the Company for delivery to holders who are entitled to  
the proceeds from the Deposit Account that number of whole shares of Common     
Stock determined by dividing the deferred Quarterly Return Amounts by 95% of    
the Market Value of the Common Stock as of the date of the Direction Notice.    

As a result of the foregoing, holders of Preferred Stock who have not       
converted their Preferred Stock as of the Deposit Expiration Date will receive  
through, and including such Deposit Expiration Date, cash distributions or      
shares of Common Stock or a combination thereof in an aggregate amount or       
value equal to $10.50 for each Depositary Share ($210.00 per share of           
Preferred Stock) held by such holder, unless the Deposit Account is terminated  
as discussed below.                                                             

Notwithstanding the foregoing, if the Company obtains any required          
amendments to the covenants under its various debt obligations in order to      
permit the Company to pay dividends on the Preferred Stock prior to the         
Deposit Expiration Date, the Company may thereafter elect early termination of  
the Deposit Account by instructing the Deposit Agent in writing immediately     
(i) to pay to each holder of Depositary Shares any deferred Quarterly Return    
Amount held in the Deposit Account, either in cash or, if so specified in the   
notice from the Company, in that number of whole shares of Common Stock, to be  
purchased from the Company for transfer to the holders of Depositary Shares,    
determined by dividing the deferred Quarterly Return Amount by 95% of the       
Market Value (as defined) of the Common Stock as of the date of such notice,    
and (ii) to distribute the remaining balance of the Deposit Account to the      
Company. If the Company elects early termination of the Deposit Account, the    
Preferred Stock will begin to accumulate dividends from the last Deposit        
Payment Date.                                                                   

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The term "Notice Date" means the tenth day prior to the applicable Deposit  
Payment Date or Deposit Expiration Date, as the case may be. The term "Market   
Value" means, as of any date, the average of the daily closing price for the    
five consecutive trading days ending on such date. The closing price for each   
day shall be the last sales price or in case no such reported sales take place  
on such day, the average of the last reported bid and asked price, in either    
case on the principal national securities exchange on which the shares of       
Common Stock are admitted to trading or listed, or if not listed or admitted    
to trading on such exchange, the representative closing bid price as reported   
by the Nasdaq National Market, or other similar organization if the Nasdaq      
National Market is no longer reporting such information, or if not so           
available, the fair market price as determined, in good faith, by the Board of  
Directors of the Company.                                                       

DIVIDENDS                                                                       

Holders of the Preferred Stock will be entitled to receive cumulative       
dividends at an annual rate of 7% of the Liquidation Preference (equivalent to  
$0.875 per Depositary Share and $17.50 per share of Preferred Stock), payable   
quarterly out of assets legally available therefor on February 1, May 1,        
August 1 and November 1 of each year, when, as and if declared by the Board of  
Directors, commencing August 1, 2001, unless the Company elects early           
termination of the Deposit Account. If the Company elects the early             
termination of the Deposit Account, dividends will commence to accumulate from  
the day after the Deposit Payment Date immediately preceding the date of early  
termination of the Deposit Account, and shall be payable commencing on the      
Deposit Payment Date which would have immediately followed the date of such     
early termination of the Deposit Account. If the Company does not elect the     
early termination of the Deposit Account, dividends will accumulate from May    
2, 2001. Dividends, to the extent declared by the Company's Board, may, at the  
option of the Company, be paid in cash, by delivery of fully paid and           
nonassessable shares of the Company's Common Stock or a combination thereof.    
Dividends will be payable to holders of record as they appear on the Company's  
stock register on such record dates, not more than 60 days or less than 10      
days preceding the payment dates thereof, as shall be fixed by the Company's    
Board of Directors. Dividends payable on the Preferred Stock (and the           
corresponding Depositary Shares) for each full dividend period will be          
computed by dividing the annual dividend rate by four; dividends for any        
period less than a full dividend period will be computed on the basis of a      
360-day year consisting of twelve 30-day months. The Preferred Stock (and the   
corresponding Depositary Shares) will not be entitled to any dividends,         
whether payable in cash, property or securities, in excess of the full          
cumulative dividends. No interest, or sum of money in lieu of interest, will    
be payable in respect of any accumulated and unpaid dividends.                  

If the Company elects to pay dividends in shares of Common Stock, the number
of shares of Common Stock to be distributed will be calculated by dividing      
such payment by 95% of the Market Value as of the dividend payment record       
date.                                                                           

No dividends or distributions (other than a dividend or distribution in     
stock of the Company ranking junior to the Preferred Stock as to dividends and  
upon liquidation, dissolution or winding up) may be declared, made or paid or   
set apart for payment upon any stock of the Company ranking junior to or pari   
passu with the Preferred Stock as to dividends, nor may any stock of the        
Company ranking junior to or pari passu with the Preferred Stock as to          
dividends or upon liquidation be redeemed, purchased or otherwise acquired for  
any consideration (or any monies paid to or made available for a sinking fund   
for the redemption of any shares of any such stock) by the Company (except by   
conversion into or exchange for stock of the Company ranking junior to the      
Preferred Stock as to dividends and upon liquidation and in the case that       
monies for such dividends, distributions, redemptions, purchases, or other      
acquisitions are derived directly or indirectly from the proceeds of the        
offering of such securities or a concurrent offering of related securities)     
unless full cumulative dividends have been or contemporaneously are paid or     
declared and a sum sufficient for the payment thereof is set apart for such     
payment on the Preferred Stock for all dividend payment periods terminating on  
or prior to the date of such declaration, payment, redemption, purchasing or    
acquisition.                                                                    

Notwithstanding the foregoing, if full dividends have not been declared and 
paid or set apart on the Preferred Stock and any other preferred stock ranking  
pari passu with the Preferred Stock as to dividends,                            

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dividends may be declared and paid on the Preferred Stock and such other pari   
passu preferred stock so long as the dividends are declared and paid pro rata   
so that the amounts of dividends declared per share on the Preferred Stock and  
such other pari passu preferred stock will in all cases bear to each other the  
same ratio that accrued and unpaid dividends per share on the shares of the     
Preferred Stock and such other preferred stock bear to each other; provided,    
that if such dividends are paid in cash on the other pari passu preferred       
stock, dividends will also be paid in cash on the Preferred Stock.              

The holders of shares of Preferred Stock (and the corresponding Depositary  
Shares) at the close of business on a dividend payment record date will be      
entitled to receive the dividend payment on those shares (except that holders   
of shares called for redemption on a redemption date between the record date    
and the dividend payment date will be entitled to receive such dividend on      
such redemption date as indicated under "--Optional Redemption") on the         
corresponding dividend payment date notwithstanding the subsequent conversion   
thereof or the Company's default in payment of the dividend due on the          
dividend payment date. Except as provided in the immediately preceding          
sentence, the Company shall make no payment or allowance for unpaid dividends,  
whether or not in arrears, on converted shares or for dividends on the shares   
of Common Stock issued upon conversion.                                         

The Company's ability to declare and pay cash dividends and make other      
distributions with respect to its capital stock, including the Preferred Stock  
(and the corresponding Depositary Shares), is limited by provisions contained   
in various financing agreements which restrict dividend payments to the         
Company by its subsidiaries and which restrict the payment of cash dividends    
by the Company or any of its subsidiaries on their respective equity            
securities. Similarly, the Company's ability to declare and pay dividends may   
be limited by applicable Delaware law.                                          

LIQUIDATION PREFERENCE                                                          

The shares of Preferred Stock will be issued with a liquidation preference  
(the "Liquidation Preference") equal to $1,000 per share (equivalent to a       
Liquidation Preference of $50 per Depositary Share). See also "Certain United   
States Federal Income Tax Consequences."                                        

If upon any voluntary or involuntary dissolution, liquidation or winding up 
of the Company, the amounts payable with respect to the liquidation preference  
of the Preferred Stock and any other shares of the Company ranking as to any    
such distribution pari passu with the Preferred Stock are not paid in full,     
the holders of the Preferred Stock (and corresponding Depositary Shares) and    
of such other shares will share pro rata in proportion to the full              
distributable amounts to which they are entitled. After payment of the full     
amount of the liquidating distribution to which they are entitled, the holders  
of the Preferred Stock (and corresponding Depositary Shares) will have no       
right or claim to any of the remaining assets of the Company. Neither the sale  
of all or substantially all of the property or business of the Company (other   
than in connection with the winding up of its business), nor the merger or      
consolidation of the Company into or with any other corporation, will be        
deemed to be dissolution, liquidation or winding up of the Company. In the      
event of any voluntary or involuntary dissolution, liquidation or winding up    
of the Company, the Deposit Agent will be required to return to the holders of  
the Preferred Stock (and corresponding Depositary Shares) any funds at the      
time remaining in the Deposit Account.                                          

OPTIONAL REDEMPTION                                                             

The Preferred Stock (and corresponding Depositary Shares) are not subject to
any sinking fund or other similar provisions. The Preferred Stock (and          
corresponding Depositary Shares) may not be redeemed prior to May 1, 2001. On   
or after May 1, 2001, the Preferred Stock (and corresponding Depositary         
Shares) may be redeemed, in whole or in part, at the option of the Company, in  
cash, by delivery of fully paid and nonassessable shares of Common Stock or     
any combination thereof, upon not less than 20 days' notice nor more than 60    
days'                                                                           

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notice, during the twelve-month periods commencing on May 1 of the years        
indicated below, at the following redemption prices per Depositary Share, plus  
in each case all accumulated and unpaid dividends to the redemption date:       

                                                                [Download Table]

                                                         REDEMPTION PRICE  
YEAR                                                   PER DEPOSITARY SHARE
                                                                           
2001..................................................        $52.00       
2002..................................................         51.50       
2003..................................................         51.00       
2004..................................................         50.50       
2005 and thereafter...................................         50.00       

In the event that fewer than all the outstanding shares of the Preferred    
Stock (and corresponding Depositary Shares) are to be redeemed, the shares to   
be redeemed will be determined pro rata or by lot. If the Company elects to     
make redemption payments in shares of Common Stock, the number of shares of     
Common Stock to be distributed will be calculated by dividing such payment by   
95% of the Market Value as of the redemption notice date.                       

From and after the applicable redemption date (unless the Company shall be  
in default of payment of the redemption price), dividends on the shares of the  
Preferred Stock (and corresponding Depositary Shares) to be redeemed on such    
redemption date shall cease to accumulate, such shares shall no longer be       
deemed to be outstanding, and all rights of the holders thereof as              
stockholders of the Company (except the right to receive the redemption price)  
will cease.                                                                     

If any dividends on the Preferred Stock are in arrears, no shares of the    
Preferred Stock (and corresponding Depositary Shares) will be redeemed unless   
all outstanding shares of the Preferred Stock (and corresponding Depositary     
Shares) are simultaneously redeemed.                                            

VOTING RIGHTS                                                                   

Except as required by law, holders of the Preferred Stock (and corresponding
Depositary Shares) will have no voting rights except as set forth below. Under  
Delaware law, holders of the Preferred Stock will be entitled to vote as a      
class upon a proposed amendment to the Certificate of Designation, whether or   
not entitled to vote thereon by the Certificate of Designation, if the          
amendment would increase or decrease the aggregate number of authorized shares  
of such class, increase or decrease the par value of the shares of such class,  
or alter or change the powers, preferences, or special rights of the shares of  
such class so as to affect them adversely. If the dividends payable on the      
Preferred Stock are in arrears for six quarterly periods, the holders of the    
Preferred Stock voting separately as a class with the shares of any other       
preferred stock or preference securities having similar voting rights will be   
entitled at the next regular or special meeting of stockholders of the Company  
to elect two directors of the Company (such voting rights will continue only    
until such time as the dividend arrearage on the Preferred Stock has been paid  
in full).                                                                       

The affirmative vote or consent of the holders of at least 66 2/3% of the   
outstanding Preferred Stock will be required for the issuance of any class or   
series of stock (or security convertible into stock or evidencing a right to    
purchase any shares of any class or series of stock) of the Company ranking     
senior to the Preferred Stock as to dividends, liquidation rights or voting     
rights and for amendments to the Company's Amended and Restated Certificate of  
Incorporation that would affect adversely the rights of holders of the          
Preferred Stock, including, without limitation, (i) any increase in the         
authorized number of shares of Preferred Stock in excess of 10,000,000 shares   
and (ii) the issuance of any shares of Preferred Stock in excess of the number  
of shares of such stock authorized in the Certificate of Designation thereof    
as of the date of the original issuance of the Preferred Stock. In all such     
cases each share of Preferred Stock shall be entitled to one vote. Holders of   
Depositary Shares are entitled to direct voting of the shares of Preferred      
Stock represented thereby.                                                      

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CONVERSION RIGHTS                                                               

Each outstanding share of the Preferred Stock (and corresponding Depositary 
Shares) is convertible at any time at the option of the holder thereof into     
such number of whole shares of Common Stock as is equal to the Liquidation      
Preference divided by an initial conversion price of $31.115, subject to        
adjustment as described below (such price or adjusted price being referered to  
as the "Conversion Price"). The Company may elect to pay all unpaid dividends   
on the Preferred Stock which have accumulated since the Deposit Expiration      
Date to the date of conversion in cash or by issuing that whole number of       
shares of Common Stock, equal to the amount of accumulated and unpaid           
dividends divided by 95% of the Market Value as of the conversion date. A       
share of Preferred Stock called for redemption will be convertible into shares  
of Common Stock up to and including but not after the close of business on the  
second business day prior to the date fixed for redemption unless the Company   
defaults in the payment of the amount payable upon redemption.                  

In the Company's discretion, no fractional shares of Common Stock or        
securities representing fractional shares of Common Stock will be issued upon   
conversion. Any fractional interest in a share of Common Stock resulting from   
conversion will be paid in cash based on the last reported sale price of the    
Common Stock on the Nasdaq National Market (or any national securities          
exchange or authorized quotation system on which the Common Stock is then       
listed) at the close of business on the trading day next preceding the date of  
conversion or such later time as the Company is legally and contractually able  
to purchase such fractional shares.                                             

The Conversion Price is subject to adjustment (in accordance with formulas  
set forth in the Certificate of Designation) in certain events, including (i)   
any redemption payment or payment of a dividend (or other distribution)         
payable in shares of Common Stock to all holders of any class of capital stock  
of the Company (other than the issuance of shares of Common Stock in            
connection with the payment in redemption for, of dividends on or the           
conversion of the Preferred Stock), (ii) any issuance to all holders of shares  
of Common Stock of rights, options or warrants entitling them to subscribe for  
or purchase shares of Common Stock of the Company or securities convertible     
into or exchangeable for shares of Common Stock of the Company at less than     
Market Value as of the date of conversion or exchange; provided, however, that  
no adjustment shall be made with respect to such a distribution if the holder   
of shares of Preferred Stock would be entitled to receive such rights, option   
or warrants upon conversion at any time of shares of Preferred Stock into       
Common Stock and provided further, that if such options or warrants are only    
exercisable upon the occurrence of certain triggering events, then the          
Conversion Price will not be adjusted until such triggering events occur,       
(iii) any subdivision, combination or reclassification of any class of Common   
Stock of the Company, (iv) any distribution consisting exclusively of cash      
(excluding any cash distribution upon a merger or consolidation to which the    
second succeeding paragraph applies) to all holders of shares of Common Stock   
of the Company in an aggregate amount that, combined together with (a) all      
other such all-cash distributions made within the then-preceding 12-months in   
respect of which no adjustment has been made and (b) any cash and the fair      
market value of other consideration paid or payable in respect of any tender    
offer by the Company or any of its subsidiaries for shares of Common Stock of   
the Company concluded within the then-preceding 12-months in respect of which   
no adjustment has been made, exceeds 15% of the Company's market                
capitalization (defined as the product of the then-current market price of the  
Common Stock times the number of shares of Common Stock then outstanding) on    
the record date of such distribution, (v) the completion of a tender or         
exchange offer made by the Company or any of its subdidiaries for shares of     
any class of Common Stock of the Company that involves an aggregate             
consideration that, together with (a) any cash and other consideration payable  
in a tender or exchange offer by the Company or any of its subsidiaries for     
shares of any class of Common Stock of the Company expiring within the then-    
preceding 12-months in respect of which no adjustments have been made, and (b)  
the aggregate amount of any such all-cash distributions referred to in (iv)     
above to all holders of shares of Common Stock of the Company within the        
preceding 12-months in respect of which no adjustments have been made, exceeds  
15% of the Company's market capitalization just prior to the expiration of      
such tender offer or (vi) a distribution to all holders of Common Stock of the  
Company consisting of evidences of indebtedness, shares of capital stock other  
than Common Stock of the Company or assets (including securities, but           
excluding those dividends, rights, options, warrants and distributions          
referred to above). No adjustment of the Conversion Price will be required to   
be made until the cumulative adjustments (whether or not made) amount of 1.0%   
or more of the Conversion                                                       

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Price as last adjusted. The Company reserves the right to make such reductions  
in the Conversion Price in addition to those required in the foregoing          
provisions as it considers to be advisable in order that any event treated for  
Federal income tax purposes as a dividend of stock or stock rights will not be  
taxable to the recipients. In the event the Company elects to make such a       
reduction in the Conversion Price, the Company will comply with the             
requirements of Rule 14e-1 under the Exchange Act, and any other securities     
laws and regulations thereunder if and to the extent that such laws and         
regulations are applicable in connection with the reduction of the Conversion   
Price.                                                                          

In the event that the Company distributes rights or warrants (other than    
those referred to in (ii) in the preceding paragraph) pro rata to all holders   
of Common Stock of the Company, so long as any such rights or warrants have     
not expired or been redeemed by the Company, the holder of any Preferred Stock  
surrendered for conversion will be entitled to receive upon such conversion,    
in addition to the shares of Common Stock then issuable upon such conversion    
(the "Conversion Shares"), a number of rights or warrants to be determined as   
follows: (i) if such conversion occurs on or prior to the date for the          
distribution to the holders of rights or warrants of separate certificates      
evidencing such (the "Distribution Date"), the same number of rights or         
warrants to which a holder of a number of shares of Common Stock of the         
Company equal to the number of Conversion Shares is entitled at the time of     
such conversion in accordance with the terms and provisions applicable to the   
rights or warrants and (ii) if such conversion occurs after such Distribution   
Date, the same number of rights or warrants to which a holder of the number of  
shares of Common Stock of the Company into which such Preferred Stock was       
convertible immediately prior to such Distribution Date would have been         
entitled on such Distribution Date in accordance with the terms and provisions  
of and applicable to the rights or warrants. In the event the holders of the    
Preferred Stock are not entitled to receive such rights or warrants, the        
Conversion Price will be subject to adjustment upon any declaration or          
distribution of such rights or warrants.                                        

In case of any reclassification, consolidation or merger of the Company with
or into another person or any merger of another person with or into the         
Company (with certain exceptions), or in case of any sale, transfer or          
conveyance of all or substantially all of the assets of the Company (computed   
on a consolidated basis), each share of Preferred Stock then outstanding will,  
without the consent of any holder of Preferred Stock, become convertible only   
into the kind and amount of securities, cash and other property receivable      
upon such reclassification, consolidation, merger, sale, transfer or            
conveyance by a holder of the number of shares of Common Stock into which such  
Preferred Stock was convertible immediately prior thereto, after giving effect  
to any adjustment event.                                                        

In the case of any distribution by the Company to its stockholders of       
substantially all of its assets, each holder of Preferred Stock (and            
corresponding Depositary Shares) will participate pro rata in such              
distribution based on the number of shares of Common Stock into which such      
holders' shares of Preferred Stock would have been convertible immediately      
prior to such distribution, unless the amount of such distribution would        
result in a payment less than the Liquidation Preference, in which case the     
Liquidation Preference shall be paid.                                           

CHANGE OF CONTROL                                                               

Notwithstanding the foregoing, upon a Change of Control (as defined below), 
holders of Preferred Stock (and corresponding Depositary Shares) shall, if the  
Market Value at such time is less than the Conversion Price, have a one time    
option, upon not less than 30 days' notice nor more than 60 days' notice, to    
convert all of their outstanding shares of Preferred Stock (and corresponding   
Depositary Shares) into shares of Common Stock at an adjusted Conversion Price  
equal to the greater of (i) the Market Value on the date on which a Change of   
Control event occurs and (ii) 66.67% of the Market Value as of the date of      
this Offering Memorandum. In lieu of issuing the shares of Common Stock         
issuable upon conversion in the event of a Change of Control, the Company may,  
at its option, make a cash payment equal to the Market Value of such shares of  
Common Stock otherwise issuable.                                                

The Company's Certificate of Designation defines "Change of Control" as any 
of the following events: (a) the sale, lease, transfer, conveyance or other     
disposition of all or substantially all of the assets of the Company            

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to any "person" or "group" (within the meaning of Sections 13(d)(3) and         
14(d)(2) of the Exchange Act or any successor provision to either of the        
foregoing, including any group acting for the purpose of acquiring, holding or  
disposing of securities within the meaning of Rule 13d-5(b)(1) under the        
Exchange Act) other than Existing Shareholders (except in connection with a     
liquidation or dissolution of the Company that does not constitute a Change of  
Control under clause (b) below), (b) the approval by the requisite              
shareholders of the Company of a plan of liquidation or statutory dissolution   
(which shall not be construed to include a plan of merger or consolidation) of  
the Company, unless Existing Shareholders "beneficially own" (as defined in     
Rule 13d-3 under the Exchange Act) at least the same percentage of voting       
power after the consummation of such plan as before or otherwise retain the     
right or ability, by voting power, to control the Person that acquires the      
proceeds of such liquidation or dissolution, (c) any "person" or "group"        
(within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act or    
any successor provision to either of the foregoing, including any group acting  
for the purpose of acquiring, holding or disposing of securities within the     
meaning of Rule 13d-5(b)(1) under the Exchange Act), other than Existing        
Shareholders, becomes the "beneficial owner" (as so defined) of more than 35%   
of the total voting power of all classes of the Voting Stock of the Company or  
a successor and/or warrants or options to acquire such Voting Stock,            
calculated on a fully diluted basis, provided that Existing Shareholders        
"beneficially own" (as so defined) in the aggregate a percentage of such        
Voting Stock or warrants having a lesser percentage of voting power than such   
other "person" or "group" and do not have the right or ability by voting        
power, contract or otherwise to elect or designate for election a majority of   
the Company's Board of Directors, or (d) during any period of two consecutive   
years, individuals who at the beginning of such period constituted the          
Company's Board of Directors (together with any new directors whose election    
or appointment by such board or whose nomination for election by the            
stockholders of the Company was approved by a vote of the Existing              
Shareholders or a majority of the directors then still in office who were       
either directors at the beginning of such period or whose election or           
nomination for election was previously so approved) cease for any reason to     
constitute a majority of the Company's Board of Directors then in office.       
Notwithstanding clause (c) above, (i) the acquisition by a Qualified Investor   
of 49% or less of the Voting Stock of the Company shall not constitute a        
Change of Control, and (ii) a merger or consolidation that would otherwise      
constitute a Change of Control hereunder shall not constitute a Change of       
Control if at least 90% of the consideration consists of common stock that is,  
or upon issuance, will be traded on a United States national securities         
exchange or quoted on the Nasdaq National Market. "Existing Shareholders"       
means Douglas G. Smith, Madison Dearborn Capital Partners, L.P. and Allen &     
Company Incorporated and their respective affiliates at the Closing Date.       
"Qualified Investor" means an investment grade debt issuer approved by the      
Board of Directors of the Company, which either (i) is in the                   
telecommunications industry or (ii) engages in a business which will benefit    
from strategic synergies from an investment in the Company.                     

The phrase "all or substantially all" of the assets of the Company is likely
to be interpreted by reference to applicable state law at the relevant time,    
and will be dependent on the facts and circumstances existing at such time. As  
a result, there may be a degree of uncertainty in ascertaining whether a sale   
or transfer is of "all or substantially all" of the assets of the Company.      

AMENDMENT, SUPPLEMENT AND WAIVER                                                

Without the consent of any holder of Preferred Stock, the Company may amend 
or supplement the Certificate of Designation to cure any ambiguity, defect or   
inconsistency, to provide for uncertificated Preferred Stock in addition to or  
in place of certificated Preferred Stock, to provide for assumption of the      
Company's obligations to holders of the Preferred Stock in the case of a        
merger or consolidation, to make any change that would provide any additional   
rights or benefits to the holders of the Preferred Stock or that does not       
adversely affect the legal rights under the Certificate of Designation of any   
such holder.                                                                    

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 

GENERAL                                                                         

The following discussion of certain of the United States Federal income tax 
consequences of the purchase, ownership, and disposition of the Preferred       
Stock is based upon the provisions of the Internal Revenue Code of 1986, as     
amended (the "Code"), Treasury Regulations promulgated thereunder, and          
administrative rulings and judicial decisions now in effect, all of which are   
subject to change (possibly with retroactive effect) or different               
interpretations. This summary does not purport to deal with all aspects of      
United States Federal income taxation that may be relevant to an investor's     
decision to purchase shares of Preferred Stock, nor any tax consequences        
arising under the laws of any state, locality or foreign jurisdiction. This     
summary is not intended to be applicable to all categories of investors, such   
as dealers in securities, banks, insurance companies, tax-exempt                
organizations, foreign persons, persons that hold the Preferred Stock or        
Common Stock as part of a straddle or conversion transaction, or holders        
subject to the alternative minimum tax, which may be subject to special rules.  
In addition, this discussion is limited to persons who hold the Preferred       
Stock or Common Stock as capital assets within the meaning of Section 1221 of   
the Code. Holders of Depositary Shares will be treated for United States        
Federal income tax purposes as if they were the owners of the Preferred Stock   
by holding such Depositary Shares. Accordingly, references in this "Certain     
United States Federal Income Tax Consequences" section to holders of the        
Preferred Stock will mean both holders of shares of Preferred Stock and         
holders of Depositary Shares representing shares of Preferred Stock, and        
references to shares of Preferred Stock will mean both shares of Preferred      
Stock and Depositary Shares. ALL PROSPECTIVE PURCHASERS OF PREFERRED STOCK ARE  
ADVISED TO CONSULT THEIR OWN TAX ADVISERS REGARDING THE FEDERAL, STATE, LOCAL,  
AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF     
PREFERRED STOCK.                                                                

For purposes of this discussion a "U.S. Holder" means a beneficial owner of 
Preferred Stock or Common Stock that for Federal income tax purposes is (i)     
citizen or resident of the United States, (ii) a corporation, partnership or    
entity created or organized in or under the laws of the United States or any    
political subdivision thereof, (iii) an estate or trust described in Section    
7701(a)(30) of the Code, or (iv) in certain circumstances, a former citizen or  
resident of the United States. For purposes of this discussion, a "Non U.S.     
Holder" means any person or entity that is not a U.S. Holder.                   

U.S. HOLDERS                                                                    

INCLUSION IN INCOME                                                           

The Liquidation Preference with respect to each share of Preferred Stock    
will exceed the amount the Company receives upon the issuance of the Preferred  
Stock and the Preferred Stock will pay no dividends until August 1, 2001. The   
precise treatment of preferred stock with these terms is not entirely clear.    
However, the Company intends to treat the Preferred Stock as if it were         
purchased at a discount from its Liquidation Preference and provided for        
accretion in its Liquidation Preference equal to $0.875 per share on each       
Deposit Payment Date, so long as the Preferred Stock remains outstanding.       

Under Section 305(b)(4) of the Code, the accretion in the Liquidation       
Preference of the Preferred Stock on each Deposit Payment Date should be        
treated as a dividend taxable as ordinary income to U.S. Holders of the         
Preferred Stock, to the extent of the Company's current and accumulated         
earnings and profits as determined under U.S. Federal income tax principles.    
The annual amount of the distribution on each share of Preferred Stock          
resulting from the accretion will be determined under principles similar to     
those applicable to original issue discount on debt obligations. To the extent  
that the amount of the distribution attributable to the accretion in            
Liquidation Preference on the Preferred Stock exceeds the Company's current     
and accumulated earnings and profits, such accretion will be treated as         
nontaxable return of capital and will reduce the adjusted tax basis of such     
Preferred Stock in the hands of each U.S. Holder (but not below zero).          
However, any such reduction should be offset by an increase in basis resulting  
from the holder's receipt of the additional Liquidation Preference. If the      
amount of the distribution attributable to any accretion in Liquidation         
Preference exceeds the adjusted tax basis of the Preferred Stock in the hands   
of the U.S. Holder, such excess will be treated as capital gain and will be     
long-term capital gain if such U.S. Holder's holding period for the Preferred   
Stock exceeds one year.                                                         

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On and after the Deposit Expiration Date, a U.S. Holder of Preferred Stock  
will be entitled to receive dividends at an annual rate of 7% of the            
Liquidation Preference in cash, or at the option of the Company, in the         
Company's Common Stock. In the event the Company exercises its rights to pay    
dividends in Common Stock, the number of shares of such Common Stock to be      
distributed shall be determined by dividing the amount of cash that would be    
paid by 95% of the Market Value of the Common Stock. A holder of Preferred      
Stock must include in income as ordinary income the amount of any such cash     
distributions and the fair market value of any Common Stock distributions to    
the extent that the Company has current and accumulated earnings and profits.   
To the extent that the distribution exceeds current or accumulated earnings     
and profits, any distributions are first treated as a return of capital to the  
extent of the U.S. Holder's basis, and thereafter as capital gain.              

The Company presently does not have any current or accumulated earnings and 
profits as determined under United States Federal income tax principles and it  
is unlikely to have current or accumulated earnings and profits in the          
foreseeable future. As a result, until such time as the Company has earnings    
and profits, an increase in the Liquidation Preference on a distribution will   
reduce the adjusted tax basis (but not below zero) in the hands of each U.S.    
Holder of the shares of Preferred Stock. The basis reduction should be offset   
for each share of Preferred Stock by a corresponding increase in tax basis for  
such holder resulting from the accretion in the Liquidation Preference.         
Further, until the Company has current or accumulated earnings and profits,     
any accretion in the Liquidation Preference or other distributions with         
respect to the Preferred Stock will not be treated as dividends for United      
States Federal income tax purposes and, thus, will not qualify for any          
dividends received deduction as described below. U.S. Holders would recognize   
capital gain to the extent that any distribution were to exceed current and     
accumulated earnings and profits and basis in their shares of Preferred Stock.  

Under the Deposit Agreement, if the Company obtains the consent of certain  
lenders to the Company to permit current payment of dividends on the Preferred  
Stock, the Company may elect by giving notice to the Deposit Agent to have the  
Deposit Account paid to the Company. In such case the Deposit Expiration Date   
shall be deemed to have occurred so that the Holders of the Preferred Stock     
will be entitled to receive cumulative dividends as of the date of the payment  
of the Deposit Account to the Company, and the Liquidation Preference shall be  
increased to equal the latest Liquidation Preference plus the amount of the     
Deposit Account paid to the Company. The U.S. Holder will not recognize any     
income as a consequence of this election. The tax basis of the shares of        
Preferred Stock of each U.S. Holder will be increased by his share of the       
Deposit Account paid to the Company.                                            

DIVIDENDS TO CORPORATE SHAREHOLDERS                                           

In general, a distribution that is treated as a dividend for Federal income 
tax purposes and that is made to a corporate shareholder with respect to the    
Preferred Stock or Common Stock will qualify for the 70% dividends-received     
deduction under Section 243 of the Code, to the extent certain holding period   
and other requirement are met. U.S. Holders should note, however, that there    
can be no assurance that the Company will have current or accumulated earnings  
and profits in the future. Accordingly, there can be no assurance that the      
dividends-received deduction will apply to distributions on the Preferred       
Stock or Common Stock.                                                          

COMMON STOCK--HOLDING PERIOD                                                  

A U.S. Holder's holding period for shares of Common Stock received in lieu  
of cash dividends and in connection with the Company's rights to transfer       
shares of Common Stock under the Deposit Agreement will commence on the day     
following the date of transfer and will not include such holding period for     
the shares of Preferred Stock with respect to which the shares of Common Stock  
were distributed. However, a U.S. Holders holding period for Common Stock       
received on conversion of the Preferred Stock will include the stockholder's    
holding period for the Preferred Stock.                                         

SALE OR REDEMPTION                                                            

Upon a sale or other taxable disposition (other than a redemption, to the   
extent described in the next paragraph) of Preferred Stock or Common Stock, a   
U.S. Holder will generally recognize capital gain or loss equal                 

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to the difference between the amount of cash and the fair market value of       
property received by such holder in such sale or other taxable disposition and  
such holder's adjusted tax basis in such shares. Such gain or loss will be      
long-term capital gain or loss if such holder's holding period for such         
Preferred Stock or Common Stock is more than one year. Capital gain on the      
sale or other taxable disposition of Preferred Stock or Common Stock held by    
non-corporate holders for (i) more than one year but not more than 18 months    
shall be subject to a maximum tax rate of 28 percent and (ii) more than 18      
months shall be subject to a maximum tax rate of 20 percent.                    

Any gain or loss recognized by a U.S. Holder upon redemption of the         
Preferred Stock will be treated as gain or loss from the sale or other taxable  
disposition of Preferred Stock, if, taking into account stock that is actually  
or constructively owned as determined under Section 318 of the Code, (i) such   
holder's interest in the Company's Common and Preferred Stock is completely     
terminated as a result of the redemption, (ii) such holder's percentage         
ownership in the Company's voting stock and Common Stock immediately after the  
redemption is less than 80% of such percentage ownership immediately before     
such redemption, or (iii) the redemption is "not essentially equivalent to a    
dividend" (within the meaning of Section 302 of the Code). Sales and            
acquisitions of Company stock occurring contemporaneously with a redemption of  
Preferred Stock, which are made pursuant to an integrated plan on the part of   
the U.S. Holder, may be considered for purposes of determining whether the      
preceding tests are met. If a redemption of the Preferred Stock is treated as   
a distribution that is taxable as a dividend, to the extent of applicable       
earnings and profits, the U.S. Holder will be taxed on the payment received in  
the same manner as described above, to the extent of the Holders ratable share  
of earnings and profits and such holder's adjusted tax basis in the redeemed    
Preferred Stock will be transferred to any remaining shares held by such        
holder in the Company.                                                          

CONVERSION OF PREFERRED STOCK                                                 

A U.S. Holder of Preferred Stock will generally not recognize gain or loss  
by reason of receiving Common Stock in exchange for Preferred Stock upon the    
redemption or conversion of the Preferred Stock, except that gain or loss will  
be recognized with respect to any cash received in lieu of fractional shares,   
and the fair market value of any shares of Common Stock attributable to         
dividend arrearages will be treated as a constructive distribution as           
described above.                                                                

ADJUSTMENT OF CONVERSION PRICE                                                

If at any time the Company makes a distribution of property to holders of   
Common Stock that would be taxable to such stockholders as a dividend for       
Federal income tax purposes and, in accordance with the antidilution            
provisions, the Conversion Price of the Preferred Stock is decreased, the       
amount of such decrease may be deemed to be the payment of a taxable dividend   
to U.S. Holders of Preferred Stock. For example, a decrease in the Conversion   
Price in the event of distributions of indebtedness or assets of the Company    
will generally result in deemed dividend treatment to U.S. Holders of the       
Preferred Stock to the extent of applicable earnings and profits, but           
generally, a decrease in the event of stock dividends or the distribution of    
rights to subscribe for the Common Stock will not result in a taxable stock     
dividend.                                                                       

DEPOSIT ACCOUNT                                                               

Pursuant to the terms of the Deposit Agreement, each U.S. Holder of         
Preferred Stock will be treated as owning a pro-rata portion of the cash        
deposited in the Deposit Account. Although there is no authority directly on    
point with respect to the treatment of the Deposit Account, the Company         
believes that the intended treatment is appropriate, because (1) such cash is   
not subject to the claims of the Company's creditors, (2) except in the event   
that the Company elects to sell additional shares of Common Stock to the        
holders of the Preferred Stock in exchange for the cash in the Deposit          
Account, or the Company obtains the consent of certain of its lenders to        
permit payment of dividends currently on the Preferred Stock, the Company will  
under no circumstances be entitled to receive the cash in the Deposit Account,  
and (3) the holders are entitled to distributions of all earnings generated by  
the cash held in the Deposit Account.                                           

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Cash distributions of $0.875 per share of Preferred Stock on each Deposit   
Payment Date should be treated as withdrawals by the holders of the Preferred   
Stock of amounts deposited in the Deposit Account. Income earned on the cash    
deposited in the Deposit Account, if any, will be included in income by each    
U.S. Holder of shares of Preferred Stock pro rata in proportion of the number   
of shares of Preferred Stock held by such holder. Each U.S. Holder will         
include such amounts in income in the same manner as though the holder          
directly owned a pro rata share of the cash in the Deposit Account.             

Distributions of Common Stock by the Deposit Agent to the U.S. Holders of   
the Preferred Stock following an election by the Company to transfer Common     
Stock to the Deposit Agent should be treated as a purchase by each holder of    
Preferred Stock of such Common Stock for an amount equal to such holder's       
share of the cash deposited in the Deposit Account allocated to such purchase.  
To the extent that the fair market value of the Common Stock exceeds the        
amount paid for such Common Stock, the excess will be treated as a              
distribution on the Preferred Stock.                                            

In the event that the Company exercises its right to have the Deposit       
Account paid to the Company, the U.S. Holders of the Preferred Stock will be    
treated as having made an additional payment to the Company with respect to     
their Preferred Stock, and accordingly, will receive an increase in the tax     
basis of their Preferred Stock.                                                 

CONSEQUENCES TO NON U.S. HOLDERS OF PREFERRED STOCK                           

The following is a general discussion of certain United States Federal      
income and estate tax consequences of the ownership and disposition of the      
Preferred Stock or Common Stock by a person who is a Non-U.S. Holder.           

DIVIDENDS                                                                     

Generally, dividends paid to a Non-U.S. Holder are subject to United States 
withholding tax either at a rate of 30% of the gross amount of the dividend or  
such lower rate as may be specified by an applicable tax treaty. Although       
there is no authority on point with respect to the application of the           
withholding tax to stock similar to the Preferred Stock which provides for an   
accreting liquidation preference, the Company intends to treat the accretion    
of the Liquidation Preference to Non-U.S. Holders in a manner analogous to      
original issue discount notes. Accordingly, although the accretion in the       
Liquidation Preference of the Preferred Stock on each Deposit Payment Date      
will be subject to United States tax at a rate of 30% of the fair market value  
of the accretion in the Liquidation Preference, or such lower rate as may be    
specified by an applicable tax treaty, such tax will be collected by            
withholding only when amounts are actually paid by the Company (or its agent)   
to such Non-U.S. Holder.                                                        

On and after the Deposit Expiration Date, dividends paid in cash or Common  
Stock will be subject to withholding at the rate of 30% (or lower treaty        
rate). To the extent the Company elects to make dividend payments in Common     
Stock, the Company intends to withhold a number of shares of Common Stock with  
a fair market value equal to the withholding tax. Cash dividends paid to a      
Non-U.S. Holder with respect to Common Stock also will be subject to            
withholding at 30% or lower treaty rate.                                        

Dividends that are effectively connected with the conduct of a trade or     
business by the Non-U.S. Holder within the United States and, where a tax       
treaty applies, are attributable to a United States permanent establishment of  
the Non-U.S. Holder, are not subject to the withholding tax (provided the Non-  
U.S. Holder files appropriate documentation, including, under current law,      
Form 4224, with the Company or its agent), but instead are subject to United    
States Federal income tax on a net income basis at applicable graduated         
individual or corporate rates. Any such effectively connected dividends         
received by a Non-U.S. Holder that is a corporation may, under certain          
circumstances, be subject to an additional "branch profits tax" at a 30% rate   
or such lower rate as may be specified by an applicable income tax treaty.      

In order to claim the benefit of an applicable tax treaty, the Company (or  
its agent) may require a Non-U.S. Holder of Common Stock or Preferred Stock to  
provide the Company or its agent an exemption or reduced treaty rate            
certificate or letter in accordance with the terms of the treaty. In addition,  
backup withholding, as discussed below, may apply in certain circumstances if   
applicable certificate and other requirements are not met.                      

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A Non-U.S. Holder of Preferred Stock or Common Stock eligible for a reduced 
rate of United States withholding tax pursuant to an income tax treaty may      
obtain a refund of any excess amounts withheld by filing an appropriate claim   
for refund with the Internal Revenue Service.                                   

Non-U.S. Holders should be aware that distributions in excess of current and
accumulated earnings and profits have generally been treated as dividends for   
purposes of the foregoing discussion. However, recent promulgated Treasury      
regulations allow corporations, in certain circumstances, to treat payments     
with respect to stock as distributions other than dividends subject to          
withholding to the extent of insufficient earnings and profits. Holders should  
consult their own tax advisors regarding such regulations.                      

SALE                                                                          

A Non-U.S. Holder will not be subject to United States Federal income tax on
any gain realized upon the sale of the Preferred Stock or Common Stock if such  
holder has no connection with the United States other than holding the          
Preferred Stock or Common Stock and in particular (i) such gain is not          
effectively connected with a trade or business in the United States of the      
Non-U.S. Holder, and (ii) in the case of a Non-U.S. Holder who is an            
individual that has a "tax home" (as defined in Section 911(d)(3) of the Code)  
in the United States, such Non-U.S. Holder is not present in the United States  
for 183 days of more in the taxable year of such disposition.                   

A Non-U.S. Holder engaged in a trade or business in the United States whose 
income from the Preferred Stock or Common Stock (including gain from the sale   
thereof) is effectively connected with the conduct of such trade or business    
will generally be subject to regular United States Federal income tax on such   
income in the same manner as if it were a U.S. Person. Any such effectively     
connected dividends received by a Non-U.S. Holder that is a corporation may,    
under certain circumstances, be subject to an additional "branch profits tax"   
at a 30% rate or such lower rate as may be specified by an applicable income    
tax treaty.                                                                     

DEPOSIT ACCOUNT                                                               

Because the Company will treat cash distributions from the Deposit Account  
as non-taxable withdrawals, a Non-U.S. Holder generally will not be subject to  
United states tax on such distributions. Distributions from the Deposit         
Account attributable to interest earned on amounts held in the Deposit Account  
and invested in United States government obligations also should be exempt      
from United States withholding tax as portfolio interest provided that the      
Non-U.S. Holder provides a properly completed Internal Revenue Service Form W-  
8.                                                                              

FEDERAL ESTATE TAX                                                            

An individual Non-U.S. Holder who is treated as the owner of the Preferred  
Stock or Common Stock at the time of such individual's death or has made        
certain lifetime transfers of an interest in the Preferred Stock or Common      
Stock will be required to include the value of such Preferred Stock or Common   
Stock in such individual's gross estate for United States Federal estate tax    
purposes and may be subject to United States Federal estate tax, unless an      
applicable tax treaty provides otherwise.                                       

BACKUP WITHHOLDING AND INFORMATION REPORTING                                  

Under certain circumstances, "information reporting" and "backup            
withholding" at a rate of 31% with respect to payments of dividends and         
interest is required. Non-U.S. Holders generally would be exempt from           
reporting requirements and United States backup withholding with respect to     
dividends payable on the Preferred Stock or Common Stock. A Non-U.S. Holder of  
Preferred Stock or Common Stock that fails to certify its Non-U.S. Holder       
status in accordance with the requirements of the proposed regulations, would   
under certain circumstances be subject to United States backup withholding at   
a rate of 31% on payments of dividends. The application for exemption is        
available by providing a properly completed Internal Revenue Service Form W-8.  

The payment of the proceeds of the disposition of the Preferred Stock or    
Common Stock by a Non-U.S. Holder to or through the United States office of a   
broker or through a non-United States branch of a United                        

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States broker generally will be subject to information reporting and backup     
withholding at a rate of 31% unless the holder either certifies its status as   
a Non-U.S. Holder under penalties of perjury or otherwise establishes an        
exemption. The payment of the proceeds of the disposition by a Non-U.S. Holder  
or Preferred Stock or Common Stock to or through a non-United States office of  
a non-United States broker will not be subject to backup withholding or         
information reporting unless the non-United States broker as certain United     
States relationship.                                                            

Any amounts withheld under the backup withholding rules from a payment to a 
Non-U.S. Holder will be refunded (or credited against the holder's United       
States Federal income tax liability, if any) provided that the required         
information is furnished to the Internal Revenue Service.                       

NEW REGULATIONS                                                               

Recent Treasury regulations provide for certain new information reporting   
and withholding rules with respect to Non-U.S. Holders. In general, these       
regulations are effective after December 31, 1999 (subject to transition        
rules). Non-U.S. Holders should consult their own tax attorneys regarding the   
effect of such regulations.                                                     

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LEGAL MATTERS 

The legality of the Depositary Shares, Preferred Stock and underlying Common
Stock offered hereby is being passed upon for the Company by Piper & Marbury    
L.L.P., Washington, D.C., counsel for the Company.                              

EXPERTS 

The consolidated balance sheets of the Company as of December 31, 1996 and  
1997 and the consolidated statements of operations, stockholders' equity        
(deficit) and cash flows for each of the three years in the period ended        
December 31, 1997 have been audited by Coopers & Lybrand L.L.P., independent    
accountants, as set forth in their report thereon and incorporated by           
reference herein. Such consolidated financial statements are incorporated       
herein by reference in reliance upon such report given upon the authority of    
such firm as experts in accounting and auditing.                                

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY        
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS 
PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE    
OFFERING DESCRIBED HEREIN AND THEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION   
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE      
COMPANY OR THE SELLING STOCKHOLDERS. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS 
SUPPLEMENT SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO   
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS     
UNLAWFUL FOR SUCH PERSON TO MAKE AN OFFERING OR SOLICITATION. NEITHER THE       
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE      
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE       
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE   
HEREOF OR OF SUCH PROSPECTUS SUPPLEMENT.                                        

-----------------   

TABLE OF CONTENTS   

-----------------   

                                                                [Download Table]

                                                                       PAGE
                                                                       ----
                                                                           
Available Information.................................................   1 
Documents Incorporated by Reference...................................   1 
Risk Factors..........................................................   3 
The Company...........................................................  11 
Use of Proceeds.......................................................  14 
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends......  14 
Selling Stockholders..................................................  14 
Plan of Distribution..................................................  16 
Description of Capital Stock..........................................  17 
Description of the Depositary Shares..................................  18 
Description of the Preferred Stock....................................  24 
Certain United States Federal Income Tax Consequences.................  32 
Legal Matters.........................................................  38 
Experts...............................................................  38 

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

[OMNIPOINT LOGO APPEARS HERE]   

6,500,000 DEPOSITARY SHARES EACH REPRESENTING 1/20 OF A SHARE OF 7% CUMULATIVE
CONVERTIBLE PREFERRED STOCK, 325,000 SHARES OF 7% CUMULATIVE CONVERTIBLE
PREFERRED STOCK, 11,445,123 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF, 
OR PAYABLE AS DIVIDENDS ON, THE DEPOSITARY SHARES OR THE 7% CUMULATIVE
CONVERTIBLE PREFERRED STOCK 

----------------  

PROSPECTUS  

----------------  

    , 1998

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                                 

The following table sets forth the various expenses and costs expected to be
incurred in connection with the sale and distribution of the securities         
offered hereby, other than underwriting discounts and commissions. All of the   
amounts shown are estimated except the Securities and Exchange Commission       
registration fee.                                                               

                                                                [Download Table]
                                                                          
Securities and Exchange Commission filing fee...................  $ 98,838
Printing expenses...............................................    75,000
Legal fees and expenses.........................................    35,000
Accounting fees and expenses....................................     5,000
Transfer agent and registrar fees...............................     3,500
Miscellaneous expenses..........................................     3,000
                                                                  --------
Total...........................................................  $220,338
                                                                  ========

All expenses will be borne by Omnipoint Corporation.                        

15. INDEMNIFICATION OF OFFICERS AND DIRECTORS                                   

Section 145 of the Delaware General Corporation Law ("Section 145") permits 
indemnification of directors, officers, agents and controlling persons of a     
corporation under certain conditions and subject to certain limitations. The    
Registrant's Bylaws include provisions to require the Registrant to indemnify   
its directors and officers to the fullest extent permitted by Section 145,      
including circumstances in which indemnification is otherwise discretionary.    
Section 145 also empowers the Registrant to purchase and maintain insurance     
that protects its officers, directors, employees and agents against any         
liabilities incurred in connection with their service in such positions.        

At present, there is no pending litigation or proceeding involving a        
director or officer of the Registrant as to which indemnification is being      
sought nor is the Registrant aware of any threatened litigation that may        
result in claims for indemnification by any officer or director.                

16. EXHIBITS                                                                    

                                                                [Download Table]
                                                                              
3.1  Amended and Restated Certificate of Incorporation of the Registrant      
      (incorporated herein by reference to Company's Annual Report on Form 10-
      K for the fiscal year ended December 31, 1995).                         
3.2  Certificate of Amendment to the Amended and Restated Certificate of      
      Incorporation.                                                          
3.3  Amended and Restated Bylaws of the Registrant (incorporated herein by    
      reference to the Company's Registration Statement on Form S-4, No. 333- 
      19895).                                                                 
4.2  See Exhibit 3.1 and 3.2.                                                 
4.3* Certificate of Designation establishing the Voting Powers, Designations, 
      Preferences, Limitations, Restrictions and Relative Rights of 7%        
      Cumulative Convertible Preferred Stock.                                 
4.4* Registration Rights Agreement by and among the Company, Donaldson, Lufkin
      & Jenrette Securities Corporation, BancAmeric Robertson Stephens, Bear, 
      Stearns & Co. Inc. and Smith Barney Inc., dated May 6, 1998             
4.5* Form of Depositary Share.                                                
5.1  Opinion of Piper & Marbury L.L.P. regarding legality of the securities   
      being registered.                                                       

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10.1@  Registrant's Amended and Restated 1990 Stock Option Plan.              
10.2@  Form of Incentive Stock Option Agreement under Registrant's 1990 Stock 
        Option Plan.                                                          
10.3@  Form of Stock Option Agreement under Registrant's 1990 Stock Option    
        Plan for non-qualified options.                                       
10.4@  Form of Stock Option Agreement outside scope of Registrant's 1990 Stock
        Option Plan for non-qualified options.                                
10.5@  Warrant Certificate, dated August 2, 1991, by and between the          
        Registrant and Allen & Company Incorporated.                          
10.6@  Warrant Certificate, dated August 2, 1991, by and between the          
        Registrant and Allen & Company Incorporated.                          
10.7@  Letter agreement, dated June 29, 1995, by and between the Registrant   
        and Allen & Company Incorporated (relating to Exhibit 10.6).          
10.8   Letter Agreement of Warrant Extension, dated November 1, 1996, by and  
        between the Registrant and Allen & Company Incorporated (relating to  
        Exhibit 10.6).                                                        
10.9@  Common Stock Purchase Warrant issued March 10, 1995, granted to Madison
        Dearborn Capital Partners, L.P.                                       
10.10@ Common Stock Purchase Warrant issued March 10, 1995, granted to Madison
        Dearborn Capital Partners, L.P.                                       
10.11@ Employment Agreement, effective October 1, 1995, by and between the    
        Registrant, Omnipoint Communications Inc. and George F. Schmitt.      
10.12@ Promissory Note, dated October 1, 1995, by George F. Schmitt.          
10.13@ Stock Restriction Agreement, dated October 1, 1995, by and between the 
        Registrant and George F. Schmitt.                                     
10.14@ Employment Agreement, dated April 17, 1995, by and between the         
        Registrant and Bradley E. Sparks.                                     
10.15@ Promissory Note, dated April 17, 1995, by Bradley E. Sparks.           
10.16@ Stock Restriction Agreement, dated April 17, 1995, by and between the  
        Registrant and Bradley E. Sparks.                                     
10.17  Employment Agreement, dated November 3, 1996, by and between the       
        Registrant and Kjell S. Andersson (incorporated herein by reference to
        the Company's Annual Report on Form 10-K for the fiscal year ended    
        December 31, 1996).                                                   
10.18  Promissory Note, dated February 24, 1997, by Kjell S. Andersson        
        (incorporated herein by reference to the Company's Annual Report on   
        Form 10-K for the fiscal year ended December 31, 1996).               
10.19  Stock Restriction Agreement, dated February 24, 1997, by and between   
        the Registrant and Kjell S. Andersson (incorporated herein by         
        reference to the Company's Annual Report on Form 10-K for the fiscal  
        year ended December 31, 1996).                                        
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.      

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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++ Amendment No. 2 to Supply Agreement, dated March 21, 1997, by and     
         between Omnipoint Communications Inc. and Northern Telecom Inc.      
10.32++ Amended and Restated Loan Agreement, dated August 7, 1996, by and     
         between Omnipoint Communications Inc. and Northern Telecom Inc.      
         (incorporated herein by reference to the Company's Annual Report on  
         Form 10-K for the fiscal year ended December 31, 1996).              
10.33++ Loan Agreement, dated August 7, 1996, by and between Omnipoint        
         Communications Inc. and Ericsson Inc., as amended (incorporated      
         herein by reference to the Company's Annual Report on Form 10-K for  
         the fiscal year ended December 31, 1996).                            
10.34@  Memorandum of Understanding, dated April 21, 1995, by and between the 
         Registrant and Pacific Bell Mobile Services.                         
10.35@  Note and Warrant Purchase Agreement dated November 22, 1995, between  
         the Registrant and the purchasers named therein.                     
10.36@  Senior Note Due 2000 issued by the Registrant on November 22, 1995 to 
         the holder identified therein.                                       
10.37@  Senior Note Due 2000 issued by the Registrant on November 22, 1995 to 
         the holder identified therein.                                       
10.38@+ Memorandum of Understanding, dated November 22, 1995, by and between  
         the Registrant and Ericsson Inc.                                     
10.39@  Letter Agreement, dated January 24, 1996, by and between the          
         Registrant and Ericsson Inc.                                         
10.40@  Letter of Intent, dated October 26, 1995, by and between the          
         Registrant and 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.
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            
         (incorporated herein by reference to the Company's Current Report on 
         Form 8-K, filed July 18, 1996).                                      
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      
         (incorporated herein by reference to the Company's Current Report on 
         Form 8-K, filed July 18, 1996).                                      
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. (incorporated herein by reference to   
         the Company's Current Report on Form 8-K, filed July 18, 1996).      

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10.46++ Memorandum of Understanding, dated April 2, 1996, by and between      
         Orbitel Mobile Communications Inc. and the Registrant (incorporated  
         herein by reference to the Company's Current Report on Form 8-K,     
         filed July 18, 1996).                                                
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 (incorporated herein by reference to the Company's Annual Report
         on Form 10-K for the fiscal year ended December 31, 1996).           
10.55++ Loan Agreement by and among Omnipoint MB Holdings, Inc., Ericsson Inc.
         and certain other lenders named therein, dated July 25, 1997         
         (incorporated herein by reference to the Company's Current Report on 
         Form 8-K, filed August 27, 1997).                                    
10.56++ Loan Agreement by and among OPCS Philadelphia Holdings, Inc., Ericsson
         Inc. and certain other lenders named therein, dated July 25, 1997    
         (incorporated herein by reference to the Company's Current Report on 
         Form 8-K, filed March 26, 1998).                                     
10.57++ Loan Agreement by and among Omnipoint Midwest Holdings, LLC, Northern 
         Telecom Inc. and certain other lenders named therein, dated January  
         30, 1998 (incorporated herein by reference to the Company's Current  
         Report on Form 8-K, filed March 26, 1998)                            
10.58++ Loan Agreement by and among Omnipoint Corporation, Omnipoint          
         Communications Inc., DLJ Capital Funding Inc. and certain other      
         lenders named therein, dated February 17, 1998 (incorporated herein  
         by reference to the Company's Current Report on Form 8-K, filed on   
10.59++ Note Purchase Agreement by and among Omnipoint Corporation, Omnipoint 
         Communications Inc., IBJ Schroder Bank & Trust Company and certain   
         other purchasers named therein, dated February 17, 1998 (incorporated
         herein by reference to the Company's Current Report on Form 8-K,     
         filed March 26, 1998).                                               
10.60*  Purchase Agreement by and among the Company, Donaldson, Lufkin and    
         Jenrette, Securities Corporation, BancAmeric Robertson Stephens,     
         Bear, Stearns & Co. Inc. and Smith Barney Inc., dated May 1, 1998.   
10.61*  Deposit Agreement by and among the Company, Marine Midland Bank, and  
         the holders from time to time of the Depositary Shares, dated May 6, 
         1998.                                                                
10.62*  Deposit Account Agreement by and between the Company and The First    
         National Bank of Maryland, dated May 6, 1998.                        
23.1    Consent of Coopers & Lybrand L.L.P.                                   
23.2    Consent of Piper & Marbury L.L.P. (to be included in Exhibit 5.1      
         hereto).                                                             
24.1    Power of Attorney (included in signature pages).                      

--------                                                                        
@  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 herein by reference to Company's Quarterly Report on Form 10-Q  
for the quarter year ended March 31, 1998.                                
+  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.                                                                  

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17. UNDERTAKINGS                                                                

The undersigned registrant hereby undertakes:                               

(1) To file, during any period in which offers or sales are being made, a   
post-effective amendment to this registration statement:                        

(i) To include any prospectus required by Section 10(a)(3) of the           
Securities Act of 1933;                                             

(ii) To reflect in the prospectus any facts or events arising after the     
    effective date of the registration statement (or the most recent post-
   effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;                                           

(iii) To include any material information with respect to the plan of       
   distribution not previously disclosed in the registration statement
or any material change to such information in the registration  
statement.                                                      

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the       
information required to be included in a post-effective amendment by those      
paragraphs is contained in periodic reports filed with or furnished to the      
Commission by the registrant pursuant to Section 13 or Section 15(d) of the     
Securities Exchange Act of 1934 that are incorporated by reference in the       
registration statement.                                                         

(2) That, for the purpose of determining any liability under the Securities 
Act of 1933, each such post-effective amendment shall be deemed to be a new     
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial      
bona fide offering thereof.                                                     

(3) To remove from registration by means of a post-effective amendment any  
of the securities being registered which remain unsold at the termination of    
the offering.                                                                   

(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section      
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,   
each filing of an employee benefit plan's annual report pursuant to Section     
15(d) of the Securities Exchange Act of 1934) that is incorporated by           
reference in the registration statement shall be deemed to be a new             
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial      
bona fide offering thereof.                                                     

Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 may be permitted to directors, officers and controlling persons of the  
registrant pursuant to the foregoing provisions, or otherwise, the registrant   
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Securities    
Act of 1993 and is, therefore, unenforceable. In the event that a claim for     
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer, or controlling  
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the registrant will, unless    
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act of 1933 and will be governed by the final adjudication of such   
issue.                                                                          

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SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, as amended, the 
registrant certifies that it has reasonable grounds to believe that it meets    
all of the requirements for filing on Form S-3 and has duly caused this         
registration statement to be signed on its behalf by the undersigned,           
thereunto duly authorized, in the City of Bethesda, State of Maryland, on June  
30, 1998.                                                                       

                         OMNIPOINT CORPORATION

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

POWER OF ATTORNEY 

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears     
below constitutes and appoints Edwin M. Martin, Jr., Secretary of the           
registrant, his or her true and lawful attorney-in-fact and agent, with full    
power of substitution and resubstitution, from such person and in each          
person's name, place and stead, in any and all capacities, to sign any and all  
amendments (including post-effective amendments) to this registration           
statement, any registration statement relating to this registration statement   
under Rule 462 and to file the same, with all exhibits thereto and other        
documents in connection therewith, with the Securities and Exchange             
Commission, granting unto said attorney-in-fact and agent, full power and       
authority to do and perform each and every act and thing requisite and          
necessary to be done as fully to all intents and purposes as he or she might    
or could do in person, hereby ratifying and confirming all that said attorney-  
in-fact and agent may lawfully do or cause to be done by virtue hereof.         

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the    
capacities and on the date indicated.                                           

                                                                [Download Table]

              SIGNATURE                          TITLE             DATE       
                                                                              
       /s/ Douglas G. Smith            President, Chief          June 30, 1998
-------------------------------------   Executive Officer,                    
          DOUGLAS G. SMITH              Chairman of the Board                 
                                        and Director                          

       /s/ George F. Schmitt           Executive Vice President  June 30, 1998
-------------------------------------   and Director, President               
          GEORGE F. SCHMITT             of Omnipoint                          
                                        Communications                        
                                        Services, LLC                         

       /s/ Bradley E. Sparks           Chief Financial Officer   June 30, 1998
-------------------------------------                                         
          BRADLEY E. SPARKS                                                   

        /s/ Evelyn Goldfine            Chief Administrative      June 30, 1998
-------------------------------------   Officer and Director                  
           EVELYN GOLDFINE                                                    


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                                                                [Download Table]
                                                                            
         /s/ James J. Ross             Director and Vice       June 30, 1998
-------------------------------------   Chairman of the Board               
            JAMES J. ROSS                                                   

       /s/ Richard L. Fields           Director                June 30, 1998
-------------------------------------                                       
          RICHARD L. FIELDS                                                 

       /s/ Paul J. Finnegan            Director                June 30, 1998
-------------------------------------                                       
          PAUL J. FINNEGAN                                                  

      /s/ James N. Perry, Jr.          Director                June 30, 1998
-------------------------------------                                       
         JAMES N. PERRY, JR.                                                

          /s/ Arjun Gupta              Director                June 30, 1998
-------------------------------------                                       
             ARJUN GUPTA                                                    

S-2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
		5/1/05		3
		8/1/01		3		35
		5/2/01		3		29
		5/1/01		3		30
		12/31/99		40					10-K
		8/1/98		3		28
Filed on:		6/30/98		1		49			10-Q,  10-Q/A
		6/26/98		3
		6/23/98		2
		6/8/98		10		15
		5/27/98		4					DEF 14A,  PRE 14A
		5/15/98		4					10-Q
		5/6/98		3		46
		5/1/98		3		46			DEF 14A
		3/31/98		4		46			10-K405,  10-Q
		3/26/98		4		46			8-K
		2/17/98		46					SC 13G
		1/30/98		46
		12/31/97		4		41			10-K/A,  10-K405
		8/27/97		46					8-K
		7/25/97		46					8-K,  8-K/A
		3/21/97		45
		2/24/97		44		46
		12/31/96		41		46			10-K/A,  10-K405
		11/3/96		44		46
		11/1/96		44
		8/7/96		45
		7/18/96		45		46			8-K/A
		5/14/96		4					S-1
		5/13/96		46
		4/17/96		46
		4/16/96		45					8-K/A
		4/2/96		46
		3/22/96		46
		3/1/96		46
		2/26/96		46
		1/24/96		45
		12/31/95		43					10-K/A
		11/22/95		45
		11/20/95		46
		10/26/95		45
		10/15/95		45
		10/1/95		44
		8/30/95		45
		7/21/95		45
		6/29/95		44		45
		4/21/95		45
		4/17/95		44
		3/30/95		45
		3/10/95		44
		3/1/95		45
		2/28/95		45
		9/22/94		45
		8/9/93		44
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