Omnipoint Corp/DE – ‘8-A12B’ on 8/17/98

As of:  Monday, 8/17/98   ·   Accession #:  1006196-98-52   ·   File #:  1-14419

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  3     12K 
 2: EX-1.2      Specimen of Preferred Stock Certificate                2      7K 

8-A12B   —   Registration of a Class of Securities
Document Table of Contents

8-A12B
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FORM 8-A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

 PURSUANT TO SECTION 12(b) OR (g) OF THE

 SECURITIES EXCHANGE ACT OF 1934

 OMNIPOINT CORPORATION
(Exact name of registrant as specified in its charter)

Delaware                                          04-2969720  
(State of incorporation or organization)               (I.R.S. Employer         
                                                 Identification No.)

3 Bethesda Metro Center, Suite 400, Bethesda, Maryland  20814 
 (Address of principal executive offices)       (Zip Code)

Securities  to be  registered  pursuant  to Section 12(b) of the Act:       

        Title of each class                     Name of each exchange on which
        to be so registered                     each class is to be registered

7% Cumulative Convertible Preferred Stock             Nasdaq National Market    

   Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of class)

8-A12B
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Item 1:           Description of Registrant's Securities to be Registered       

                  The  description  of the 7% Cumulative  Convertible  Preferred
Stock,  par value  $0.01 per share,  required by this Item is  contained  in the
Company's Registration Statement on Form S-3 (Registration No. 333-58155), filed
with the  Commission on June 30, 1998.  Such  description,  which appears in the
prospectus   contained  in  the   Registration   Statement   under  the  caption
"Description of the Preferred  Stock" at pages 24-31, is incorporated  herein by
reference.                                                                      

                                                        [Enlarge/Download Table]


Item 2:         Exhibits                                                                                       

                The following  Exhibits are filed as part of the  Registration                                 
Statement:                                                                                                     
                                                                                                               
Exhibit Number           Description                                                                           

1.1                      Description of the 7% Cumulative Convertible Preferred Stock, par value $0.01,        
                         appearing under the caption "Description of the Preferred Stock" at pages 24-31 of the
                         prospectus contained in the Company's Registration Statement on Form S-3 (Reg.        
                         No. 333-58155).                                                                       

1.2                      Specimen of stock certificate for shares of Preferred Stock, par value $0.01 per      
                         share.                                                                                

2.1                      Amended and Restated Certificate of Amendment filed with the State of Delaware on May 
                         27, 1998.  Incorporated herein by reference to Exhibit 3.2 to the Registrant's        
                         Registration Statement on Form S-3 (Reg. No. 333-58155).                              

2.2                      Certificate  of Designation  establishing  the Voting                                 
                         Powers,   Designations,   Preferences,   Limitations,                                 
                         Restrictions  and  Relative  Rights of 7%  Cumulative                                 
                         Convertible  Preferred Stock.  Incorporated herein by                                 
                         reference   to  Exhibit   4.3  to  the   Registrant's                                 
                         Quarterly  Report on Form 10-Q for the fiscal quarter                                 
                         ended March 31, 1998.                                                                 

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8-A12B
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 SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.               

                                               OMNIPOINT CORPORATION

Date:  August 17, 1998                       By:  /s/Bradley E. Sparks          
                                        --------------------
                                     Bradley E. Sparks
                                           Chief Financial Officer

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		8/17/98		3
		6/30/98		2					10-Q,  10-Q/A,  S-3
		5/27/98		2					DEF 14A,  PRE 14A
		3/31/98		2					10-K405,  10-Q
									List all Filings