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Omnipoint Corp/DE – ‘10-Q’ for 9/30/97

As of:  Friday, 11/14/97   ·   For:  9/30/97   ·   Accession #:  1006196-97-88   ·   File #:  0-27442   ·   Correction:  This Filing was Corrected by the SEC on 3/12/98. ®

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/14/97  Omnipoint Corp/DE                 10-Q®       9/30/97    3:50K                                    Piper Marbury… LLP/DC/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Financial Statement                         17    110K 
 2: EX-11       Statement of Computation of Earnings                   1      6K 
 3: EX-27       Financial Data Schedule                                1      9K

10-Q   —   Quarterly Financial Statement
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Financial Statements (Note 1)
9Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
15Item 6:. Exhibits and Reports on Form 8-K 
10-Q1st Page of 17TOC↑TopPreviousNext↓BottomJust 1st
 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 
For the quarterly period ended September 30, 1997 

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 

For the transition period from to 

 COMMISSION FILE NUMBER: 0-27442

 OMNIPOINT CORPORATION
(Exact Name of Registrant as specified in its charter)

DELAWARE
 (State or other jurisdiction of
incorporation or organization)
04-2969720
 (IRS employer
 identification No.)

THREE BETHESDA METRO CENTER, SUITE 400
BETHESDA, MD
 (Address of principal executive office)
 20814
(Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (301) 951-2500

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

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

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

NONE

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No                            

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:  51,653,014 shares of common
stock were outstanding as of November 7, 1997.                                  


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PART I. FINANCIAL INFORMATION                                                   

Item 1. Financial Statements (Note 1)                                           

                                                        [Enlarge/Download Table]


                                                OMNIPOINT CORPORATION                                

                                             CONSOLIDATED BALANCE SHEETS                             

                                                    (In thousands)                                   

                                                                   September 30,                     
                                                                       1997           December 31,   
                                                                   (unaudited)            1996       
                                                                 -----------------  -----------------
                             ASSETS                                                                  

                                                                                                     
  Current assets:                                                                                    
  Cash and cash equivalents                                               $84,913           $215,029 
  Short term investments                                                   22,052             46,827 
  Escrow deposit                                                           50,510             43,516 
  Accounts receivable, net of allowances of $1,938 as of                   11,173                 47 
          September 30,1997                                                                          
  Inventory                                                                19,607             37,490 
  Prepaid expenses and other current assets                                 7,256              1,748 
                                                                 -----------------  -----------------
   Total current assets                                                   195,511            344,657 

Fixed assets, net                                                         486,729            186,851 
FCC licensing costs, net of accumulated amortization of $24,320 and                                  
           $17,804 as of September 30, 1997 and December 31,              939,206            752,189 
           1996, respectively                                                                        
FCC deposit                                                                     -             60,000 

Escrow deposit                                                                  -             48,466 

Deferred financing costs and other intangible assets, net of                                         
           accumulated amortization of $4,154 and $2,089 as of                                       
           September 30, 1997 and December 31, 1996,                       25,208             27,047 
           respectively                                                                              
Other long-term assets                                                      5,925                262 
                                                                 -----------------  -----------------
     Total assets                                                      $1,652,579         $1,419,472 
                                                                 =================  =================

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                         

Current liabilities:                                                                                 
  Accounts payable                                                        122,389             73,878 
  Accrued expenses                                                         17,670             12,333 
  Accrued interest payable                                                 34,163             12,072 
  FCC license obligations-current portion                                  52,508                  - 
  Deferred revenue                                                          2,943                  - 
  Loans payable under financing agreements - current portion               19,398                    
                                                                                                   - 
  Capital lease obligations-current portion                                    18                    
                                                                                                  59 
                                                                 -----------------  -----------------
          Total current liabilities                                       249,089             98,342 

Capital lease obligations-long term portion                                    69                  - 
Loans payable under financing agreements                                  286,592                  - 
Senior notes                                                               19,481             18,617 
11 5/8% Senior and Series A Senior Notes due 2006                         458,434            458,886 
FCC license obligations-long term portion                                 703,416            709,853 

Commitments and contingencies (Note 6)                                                               

                                      -2-                                                            


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Stockholders' equity (deficit):                                                                      
  Common  stock,  par  value,  $.01 per  share;  authorized  75,000,000  shares;                     
  51,612,210 shares issued and outstanding at September 30, 1997 and 50,969,300                      
  shares issued                                                                                      
  and outstanding at December 31, 1996                                        516                510 
Additional paid-in capital                                                333,115            329,772 
Accumulated deficit                                                     (388,258)          (186,428) 
Unearned compensation                                                     (7,786)            (8,883) 
Notes receivable                                                          (2,089)            (1,197) 
                                                                 -----------------  -----------------
     Total stockholders' equity (deficit)                                (64,502)            133,774 
                                                                 -----------------  -----------------
     Total liabilities and stockholders' equity (deficit)        $     1,652,579    $      1,419,472 
                                                                 =================  =================

                                    See notes to consolidated financial statements                   


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                                     OMNIPOINT CORPORATION

                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)

                                     (In thousands, except per share data)

                                                        [Enlarge/Download Table]


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

                                                  1997             1996               1997            1996        
                                             --------------- -----------------   --------------- ---------------- 

                                                                                                                  

Revenues:                                                                                                         
  License fees                               $             - $              -    $     4,500     $            -   
  Service and handset revenues                        13,829                -         23,778                  -   
                                             --------------- -----------------   --------------- ---------------- 
    Total revenues                                    13,829                -         28,278                  -   

Operating expenses:                                                                                               
  Research and development                             5,983             8,251        18,927              21,669  
  Sales, general, and administrative                  56,782            11,418       127,077              21,457  
  Depreciation and amortization                       12,245             2,779        35,314               9,374  
                                             --------------- -----------------   --------------- ---------------- 

    Total operating expenses                          75,010            22,448           181,318           52,500 

    Loss from operations                             (61,181)          (22,448)         (153,040)         (52,500)

Other income (expense):                                                                                           
  Interest income                                     2,157             3,119            10,759            5,830  
  Interest expense                                  (22,137)           (8,522)          (59,549)         (18,594) 

                                             --------------- -----------------   --------------- ---------------- 
          Net loss                            $     (81,161) $        (27,851)   $     (201,830) $       (65,264) 
                                             =============== =================   =============== ================ 

    Loss per share                            $       (1.57) $          (0.55)   $        (3.92) $         (1.44) 
                                             =============== =================   =============== ================ 

Weighted average common shares outstanding           51,587            50,278            51,440           45,458  
                                             =============== =================   =============== ================ 

                                    See notes to consolidated financial statements                                

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                                                        [Enlarge/Download Table]


                                                OMNIPOINT CORPORATION                                           

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS                                   
                                                     (UNAUDITED)                                                
                                                    (In thousands)                                              
                                                                                    Nine Months Ended           
                                                                                      September 30,             
                                                                          --------------------------------------
                                                                                  1997               1996       
                                                                          --------------------- ----------------
Cash flows used in operating activities:                                                                        
                                                                                                                
  Net loss                                                                $          (201,830)  $      (65,264) 
   Adjustments to reconcile net loss to net cash used in operating activities:                                  
     Amortization and depreciation                                                      35,314            9,374 
     Inventory writedown to replacement cost                                             5,166                - 
     Allowance for doubtful accounts                                                     1,938                - 
     Compensation expense from stock grants                                              1,880              174 
     Increase in employee notes receivable and related accrued interest                   (101)             (64)
     Forgiveness of employee notes receivable                                              146                - 
     Accrued Interest                                                                   26,625              112 
     Interest expense associated with amortization of discount, premium                                         
          and issuance costs                                                             7,843            1,921 
     Delivery of pilot system equipment funded by financing agreement                                           
                                                                                             -              540 
     Interest income associated with restricted cash                                   (2,964)             (265)
     Changes in assets and liabilities:                                                                         
       (Increase) decrease in operating assets:                                                                 
          Accounts receivable                                                         (13,063)                - 
          Prepaid expenses and other assets                                           (11,173)             (79) 
          Inventory                                                                     12,718          (6,655) 
       Increase (decrease) in operating liabilities:                                                            
          Accounts payable and accrued expenses                                         53,848            3,728 
          Deferred revenue                                                               2,943                - 
                                                                          --------------------- ----------------
Net cash used in operating activities                                                 (80,710)         (56,478) 
                                                                          --------------------- ----------------

Cash flows used in investing activities:                                                                        
     Purchase of fixed assets                                                        (327,363)         (64,611) 
     Payments for FCC licenses                                                       (121,964)         (50,913) 
     Refund of FCC deposit                                                              60,000           40,000 
     Deposits for FCC auctions                                                               -         (60,000) 
     Capitalized interest on C and F Block licenses                                   (32,334)                - 
     Purchase of investment securities                                                (54,759)         (62,085) 
     Sales of investment securities                                                     79,533                - 
     Proceeds from held to maturity investments                                         44,435                - 
     Deposits for network infrastructure equipment                                           -          (2,052) 
                                                                          --------------------- ----------------
Net cash used in investing activities                                                (352,452)        (199,661) 
                                                                          --------------------- ----------------

Cash flows from financing activities:                                                                           
     Proceeds from issuance of common stock                                              1,629              693 
     Proceeds from financing agreements                                                301,458           55,549 
     Payments on financing agreements                                                        -         (75,178) 
     Payments of obligations under capital leases                                         (41)            (180) 
     Proceeds from credit agreement                                                          -           60,000 
     Payments on credit agreement                                                            -         (96,500) 
     Proceeds from initial public offering, net of expenses                                  -          118,437 
     Proceeds from secondary public offering, net of expenses                                -          110,684 
     Proceeds from offering of senior notes                                                  -          188,056 
     Dividends accrued and paid                                                              -          (1,537) 
                                                                          --------------------- ----------------
Net cash provided by financing activities                                               303,046         360,024 
                                                                          --------------------- ----------------
Net increase (decrease) in cash and cash equivalents                                  (130,116)         103,885 
Cash and cash equivalents at beginning of period                                       215,029           57,784 
                                                                          --------------------- ----------------
Cash and cash equivalents at end of period                                $             84,913  $       161,669 
                                                                          ===================== ================
                                    See notes to consolidated financial statements                              

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                                                        [Enlarge/Download Table]


                                                OMNIPOINT CORPORATION                                                             

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

                                          (In thousands, except share data)                                                       

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

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

Exercise of stock options             476,601        4            692           -              -              -               696 
Exercise of warrants                   58,487        -            (1)           -              -              -               (1) 
Sale of common stock under                                                                                                        
   Employee Stock Purchase Plan        62,822        1            933           -              -              -               934 
Restricted stock returned                                                                                                         
   upon termination                  (15,000)        -          (150)           -              -            150                 - 
Issuance of restricted stock                                                                                                      
   in exchange for employee                                                                                                       
   note receivable                    60,000         1          1,086           -              -       (1,087)                 -  
Issuance of options in form                                                                                                       
   of advanced compensation                -         -            910           -           (910)             -                 - 
Amortization of                                                                                                                   
   unearned compensation                   -         -              -           -           1,880             -             1,880 
Cancellation of unearned                                                                                                          
   compensation                            -         -          (127)           -             127             -                 - 
Interest on employee                                                                                                              
   notes receivable                        -         -              -           -               -         (101)             (101) 
Forgiveness of employee                                                                                                           
   notes receivable                        -         -              -           -               -           146               146 
Net loss                                   -         -              -   (201,830)               -             -         (201,830) 
                                 -----------  ---------  -------------  ------------- -------------- ------------  ---------------

Balance, September 30, 1997       51,612,210   $   516   $  333,115    $(388,258)      $  (7,786)    $  (2,089)    $     (64,502) 
                                 ============ ========= ==============  =============  ============= ============  ===============

                              See notes to consolidated financial statements

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 OMNIPOINT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   GENERAL:                                                                   

     The  consolidated  financial  statements  have been  prepared by  Omnipoint
     Corporation  ("Omnipoint"  or the  "Company")  pursuant  to the  rules  and
     regulations of the Securities and Exchange  Commission  (the "SEC") and, in
     the opinion of  management,  include all  adjustments  necessary for a fair
     presentation of the financial  information  for each period shown.  Certain
     information  and footnote  disclosures  normally  included in  consolidated
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting  principles have been condensed or omitted  pursuant to such SEC
     rules and  regulations.  Management  believes that the disclosures made are
     adequate to make the information presented not misleading.  The results for
     interim periods are not necessarily  indicative of the results for the full
     year. These unaudited  consolidated  financial statements should be read in
     conjunction  with  the  consolidated  financial  statements  and the  notes
thereto included in the Company's 1996 Annual Report on Form 10-K.    

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

2.   INVENTORY:                                                                 

     Inventory  consists of the following for September 30, 1997 (unaudited) and
December 31 1996:                                                     

                                                                [Download Table]


                                         September 30,           December 31,   
                                             1997                    1996       
                                       ------------------      -----------------
                                                    (in thousands)              
                                                                                
Raw Materials                                        835                  1,102 
GSM Handsets                                      15,098                 33,343 
Accessories & SIM Cards                                                         
                                                   3,674                  3,045 
                                       ------------------      -----------------
                                       $          19,607       $         37,490 
                                       ==================      =================


3.   FIXED ASSETS:                                                              

     Fixed  assets  including  equipment  under  capital  leases  consist of the
following at September 30, 1997 (unaudited) and December 31, 1996:    

                                                                [Download Table]


                                             September 30,         December 31,   
                                                 1997                 1996        
                                          --------------------  ------------------
                                                      (in thousands)              
                                                                                  
Building and building improvements        $            14,599   $           7,751 
Machinery, office and computer equipment               52,070              30,680 
Network infrastructure equipment                      233,323              67,252 
Vehicles                                                  490                 452 
                                          --------------------  ------------------
                                                      300,482             106,135 

Less:  accumulated depreciation                      (35,300)             (8,317) 
                                          --------------------  ------------------
                                          $           265,182    $         97,818 

Construction in progress                              221,547              89,033 
                                          --------------------  ------------------

                                          $           486,729    $        186,851 
                                          ====================  ==================

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 OMNIPOINT CORPORATION

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

     Depreciation  expense for the period ended  September  30, 1997 and for the
     year  ended   December   31,   1996  was  $27.5  and  $5.9,   respectively.
     Approximately  $13.1 million of  capitalized  interest has been included in
     network  infrastructure  equipment  that was  previously or continues to be
construction in progress.                                             

4.   FCC BLOCK LICENSES:                                                        

     On January 14, 1997, the Company  successfully bid for 109 D, E and F Block
licenses  for an  aggregate  of $181.4  million  (net of the 25% small  business
discount for the F Block licenses).  The Company made its first payment of $28.8
million  utilizing the $60.0 million  deposit with the FCC; the remaining  $31.2
million of such deposit was refunded to the Company on May 12, 1997. The Company
made its second payment of $33.2 million for the D, E, & F Block licenses issued
on April 28, 1997. The $33.2 million payment is comprised of the second 10% down
payment for the F Block licenses or $6.2 mi1lion, and the remaining 80% of the D
and E licenses, or $27.0 million. The Company made a payment f $59.9 million for
the D and E Block licenses, and $1.3 million for the F Block licenses, issued in
July,  1997.  FCC F Block debt has a face value of $59.4  million and is payable
over a 10 year period. However, favorable financing terms require the Company to
record the debt at a net present value of $39.2.  The F Block  licenses  require
interest-only payments for the first two years at the 10-year Treasury Bill rate
of 6.61%.  Principal and interest will be due over the remaining eight years. On
October 16,  1997,  the FCC issued an order that  allowed  for accrued  interest
payments to be paid ratably over eight quarters beginning March 31, 1998.       

5.   ERICSSON CREDIT FACILITIES                                                 

     On August 7, 1997,  Omnipoint  MB  Holdings,  Inc.  ("OMB")  entered into a
     credit  facility  agreement with Ericsson Inc. to provide  financing to the
     Company for up to $352.5  million for the purpose of financing the buildout
     of  networks  in  the  Boston  and  Miami  markets,  (the  "Ericsson  B & M
     Facility"). The Ericsson B & M Facility provides the immediate availability
     of $202.5  million,  of which $100.0  million was funded to OMB at closing.
The remaining  $150.0  million is dependent on a loan  guarantee      
     from a  governmental  agency.  If the loan  guarantee is  completed  before
     February 4, 1998,  the Company  will grant  Ericsson a five year  exclusive
right to supply network equipment for the Boston and Miami markets.   

On  September  9, 1997,  OPCS  Philadelphia  Holdings,  Inc.  ("OPCS")
     entered into a credit  facility  agreement  with  Ericsson  Inc. to provide
     financing to the Company for up to $120.0 million for general corporate and
     working capital purposes, including the payment of interest associated with
the Philadelphia market.                                              

6.   COMMITMENTS AND CONTINGENCIES:                                             

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

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ITEM 2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND       
RESULTS OF OPERATIONS.                                        

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations   contain   forward-looking   statements   which  involve  risks  and
uncertainties.  The Company's actual results may differ  significantly  from the
results discussed in forward-looking statements. Factors that might cause such a
difference include,  but are not limited to, the "Risk Factors" set forth in the
Company's Registration Statement on Form S-1 (File No. 333-03739).              

OVERVIEW                                                                        

     Omnipoint reported a 1997 third quarter loss of $81.2 million, or $1.57 per
share, an increase of 191%, or approximately $53.3 million, compared to the same
quarter in 1996.  For the nine months  ended  September  30,  1997,  the Company
reported a loss of $201.8 million, or $3.92 per share, an increase of 209%, or  
approximately  $136.5  million,  compared to the same  period in 1996.  The 1996
third quarter loss was $27.9 million, or  $0.55  per share, and  the nine month 
1996 loss was $65.3 million, or $1.44 per share.                                

RESULTS OF OPERATIONS                                                           

Three Months Ended September 30, 1997 Compared to Three Months Ended  
September 30, 1996                                                    

     Revenues for the three months ended  September 30, 1997 were $13.8 million,
compared  to no revenues in the third  quarter of 1996.  Revenues  for the third
quarter of 1997 consisted  primarily of service and handset  revenue  associated
with the operation of the New York MTA PCS network.                             

     Research and development expenses decreased by 27.7%, or approximately $2.3
million, to $6.0 million for the three months ended September 30, 1997, compared
to $8.3 million for the three months ended  September 30, 1996. The decrease was
due to $0.6 million for costs  associated with the buildout of the IS-661 pilot,
a decrease  of $0.9  million  in  research  and  development  components,  and a
decrease of $0.5 million in  equipment  rental and  purchases.  R&D expenses are
associated  with the Company's  continued  growth and  development of the IS-661
technology.                                                                     

     Sales,  general  and  administrative   expenses  increased  by  398.2%,  or
approximately  $45.4  million,  to $56.8  million  for the  three  months  ended
September  30,  1997,  compared  to $11.4  million  for the three  months  ended
September  30,  1996.  Of this  increase,  $11.1  million was due to payroll and
payroll related expenses  associated with increases in headcount  resulting from
the  expansion of the Company's  operations.  The  remaining  increase  consists
primarily of $22.1  million in  marketing  and handset and  accessories  cost of
sales,  $1.9 million in consulting  fees, and $9.0 million in  interconnect  and
cellsite  operating  costs relating to network  operations.  The Company expects
that such expenses will continue to increase  significantly during the remainder
of 1997 as the Company continues to expand its operations.                      

     Depreciation and amortization  increased by 335.7%,  or approximately  $9.4
million  to $12.2,  million  for the three  months  ended  September  30,  1997,
compared to $2.8  million for the three  months ended  September  30, 1996.  The
increase  in the 1997  period  was due to a  general  increase  in  depreciation
related to expansion of the Company's commercial PCS networks.                  

    Interest income  decreased by 29%, or approximately $0.9 million,  to $2.2
million for the three months ended  September  30, 1997 compared to $3.1 million
for the three  months  ended  September  30,  1996.  The decrease was due to the
decrease  in the  amount  of  interest  bearing  cash and cash  equivalents  and
short-term investments.                                                         

     Interest  expense  increased by 160%, or  approximately  $13.6 million,  to
$22.1  million for the three months ended  September  30, 1997  compared to $8.5
million  for the three  months  ended  September  30,  1996.  The  increase  was
primarily due to $10.5 million of interest  expense  incurred in 1997 for the 11
5/8% Senior and Series A Senior  Notes due 2006 (the "1996 Senior  Notes"),  and
$3.1  million of  interest  expense  relating to vendor  financing.  The Company
capitalized  interest of $12.3  million  relating to the PCS  licesnes  and $4.0
million  relating to the  construction in progress,  during the third quarter of
1997.                                                                           

     Net loss increased by 191%, or approximately $53.3 million to $81.2 million
for the three months ended  September 30, 1997 compared to $27.9 million for the
three months ended  September  30, 1996.  This  increase was  primarily due to a
general increase in operating expenses,  as well as an increase of $14.6 million
in net interest expense.                                                        
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Nine Months Ended September 30, 1997 Compared to Nine Months Ended    
September 30, 1996                                                    

    Revenues for the nine months ended  September 30, 1997 were $28.3 million,
compared to no revenues in the nine months ended  September  30, 1996.  Revenues
for the first nine months  consisted  of $4.5 million for license  ees and $23.8
million of service and handset revenues associated with the operation of the New
York MTA PCS network.                                                           

     Research and development expenses decreased by 12.9%, or approximately $2.8
million,  to $18.9 million for the nine months ended September 30, 1997 compared
to $21.7 million for the nine months ended  September 30, 1996. The decrease was
due to  $1.8 million for costs associated with the buildout of the IS-661 pilot,
$11.0   million   in   research   and   development   components,  and  $1.2 in 
equipment rental and purchases, offset by an increase of $1.5 million of payroll
and payroll related expenses.                                                   

     Sales,  general  and  administrative   expenses  increased  by  491.2%,  or
approximately  $105.6  million,  to $127.1  million  for the nine  months  ended
September 30, 1997 compared to $21.5 million for the nine months ended September
30, 1995. Of this increase, $28.8 million was due to payroll and payroll related
expenses  associated with increases in headcount resulting from the expansion of
the Company's  operations.  The remaining  increase consists  primarily of $48.7
million in marketing  and  equipment  cost of sales,  $6.4 million in consulting
fees, $2.6 million in legal,  accounting and other  professional fees, and $16.5
million in interconnect  and cell site operating costs. The Company expects that
such  expenses  will  continue to increase  significantly  during  1997,  as the
Company continues to expand its operations.                                     

     Depreciation and amortization  increased by 275.5%, or approximately  $26.9
million, to $35.3 million for the nine months ended September 30, 1997, compared
to $9.4 million for the nine months ended  September  30, 1996.  The increase in
the 1997  period was due to a general  increase in  depreciation  related to the
Company's research and development and network infrastructure equipment.        

     Interest income increased by 86.2%, or approximately $5.0 million, to $10.8
million for the nine months ended  September  30, 1997  compared to $5.8 million
for the nine months  ended  September  30,  1996.  The  increase  was due to the
increase in interest  earned on interest  bearing cash and cash  equivalents and
short-term investments.  The increase in cash and cash equivalents resulted from
a follow-on  public  offering in July 1996, and proceeds from sales of the 1996 
Senior Notes, in August and December of 1996.                                   

     Interest expense  increased by 220.4%, or approximately  $41.0 million,  to
$59.6 million for the nine months ended  September  30, 1997,  compared to $18.6
million for the nine months ended  September 30, 1996. The interest  expense for
the nine months ended  September  30, 1997 was primarily due to $32.7 million of
interest expense  incurred in 1997 for the 1996 Senior Notes,  $20.2 of interest
expense on the A Block license obligations, and $2.9 million of interesr expense
relating to vendor financing.  The company capitalized interest of $32.3 million
relating to PCS licenses and $10.3 million relating to construction in progress,
during the period in 1997.                                                      

    Net loss  increased by 209%,  or  approximately  $136.5  million to $201.8
million for the nine months ended  September  30, 1997 compared to $65.3 million
for the nine months ended September 30, 1996. This increase was primarily due to
a general  increase  in  operating  expenses,  as well as an  increase  of $36.0
million in net interest expense.                                                

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LIQUIDITY AND CAPITAL RESOURCES                                                 

     For the nine months  ended  September  30, 1997,  the Company  financed its
operations and met its capital requirements  primarily through vendor financing.
Total  financing  activities  provided  net cash of $302.9  million for the nine
months ended September, 30, 1997, compared to $360.0 million for the nine months
ended  September 30, 1996.  Operating  activities used net cash of $80.7 million
for the nine months ended September 30, 1997,  compared to $56.5 million for the
nine months ended September 30, 1996. The increase  resulted  primarily from the
Company's loss growing  $136.5  million for the nine months ended  September 30,
1997 as compared to the same period in 1996.  Offsetting  the large  increase in
the net loss, the Company  experienced  increases in accounts  payable,  accrued
expenses,  accrued  interest and non cash charges  related to  depreciation  and
amortization.  Investing activities used net cash of $352.5 million for the nine
months ended September 30, 1997,  compared to $199.7 million for the nine months
ended  September  30, 1996.  The increase in  investing  activities  consists of
$262.8  million for  purchases of network  infrastructure  related items and lab
equipment used in engineering and  manufacturing,  $71.0 million for payments on
the D, E and F Block licenses and $32.3 million in capitalized interest relating
to the C and F Block  licenses.  These  increases were offest by a $20.0 million
refund of the FCC deposits, $86.9 million of net investment sales from short and
long term investments, and $44.4 million from the proceeds of the escrow deposit
used to pay interest on the 1996 Senior Notes.                                  

     As of September  30,  1997,  the Company had  negative  working  capital of
approximately  $53.6 million.  During the nine months ended  September 30, 1997,
the Company has drawn down on its various Nortel and Ericsson  vendor  financing
facilities,  described  below.  The Company has drawn  $146.3 from the NT Credit
Facility,  including $4.5 million in accrued  interest on this facility  through
September 30, 1997. Additionally,  the Company has drawn $159.7 million from the
various Ericsson facilities, including $1.0 million in accrued interest on these
credit  facitlities  through  September  30,  1997.  The  FCC's D, E and F Block
auctions ended in January 1997. The Company used its $60 million deposit to make
its initial down  payment of $28.8  million.  The  remaining  $31.2  million was
refunded to the Company in January 1997.  The FCC issued a stay on broadband PCS
payments  on April 1, 1997.  This notice  effectively  postponed  the  Company's
quarterly interest payments on the C and F Block licenses.  On October 16, 1997,
the FCC issued an order requiring the Company to reissue payments on its C and F
Block  licenses  beginning on March 31, 1998. The Company will make all interest
payments  on the C and F Blcok  licenses  due and owing on and  after  March 31,
1998,  in  accordance  with the terms of the original  notes.  One-eighth of the
interest accrued during the Suspension  Period is payable on March 31, 1998, and
one-eighth  of the Suspended  Interest is payable with each regular  installment
payment  made  thereafter,  until the  Suspension  Interest is paid in full.  On
February 15, 1997,  the Company used $18.3  million of proceeds  from its escrow
deposit to pay  interest  on the 1996  Senior  Notes.  On August 15,  1997,  the
Company used $26.2 million of proceeds  from its escrow  deposit to pay interest
on the 1996 Senior Notes.                                                       

     The Company has an agreement to purchase  $250.0  million of equipment  and
services  over the next five years from  Northern  Telecom.  The  Company  has a
$382.5 million credit facility with Northern Telecom,  the "NT Credit Facility,"
to finance future purchases and installations of  telecommunications  equipment,
engineering services,  certain related construction costs, third-party equipment
and other  expenses.                                                            

     The NT Credit  Facility  is  secured  by a pledge of all  capital  stock of
Omnipoint  Communications,  Inc.  ("OCI"),  that  is  owned  by  a  wholly-owned
subsidiary of the Company (which  constitutes a 95.58%  ownership  interest) and
substantially  all of OCI's assets.  Under the terms of the NT Credit  Facility,
OCI  is  subject  to  certain  financial  and  operational  covenants  including
restrictions on OCI's ability to pay dividends, restrictions on indebtedness and
certain financial maintenance requirements. Additionally, the NT Credit Facility
provides  that,  among other events,  the failure of OCI to pay when due amounts
owing the FCC shall  constitute  an event of default.  Interest on the NT Credit
Facility is payable quarterly.                                                  

     The principal  amount of the non-working  capital portions of the NT Credit
Facility is payable in  installments  beginning in 2000,  with the final payment
due on December 31, 2004. As of September 30, 1997, OCI had approximately $126.9
million outstanding under the non-working capital portions of the facility.     

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     A portion of the NT Credit Facility,  which may be used for working capital
purposes  including  interest  payments  on  the  principal  of  such  facility,
originally  matured on June 30,  1997.  The  Company  negotiated  with  Northern
Telecom to extend the  maturity  date of the  borrowings  to December  31, 1997.
Borrowings for working  capital  purposes  which are repaid may be  subsequently
borrowed for the other  purposes  allowed  under the NT Credit  Facility.  As of
September  30, 1997,  the Company had an  outstanding  balance of  approximately
$19.4 million on the working capital portion of the NT Credit Facility.         

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     Northern Telecom has executed a non-binding commitment letter to extend the
NT Credit  Facility from $382.5 million to $612.0 million on  substantially  the
same terms.  Such  extension is subject to approval by the Board of Directors of
Northern Telecom. If a definitive  agreement is reached,  the Company expects to
use these funds in the New York MTA or other markets which the Company  acquired
in subsequent FCC auctions.                                                     

     The Company  entered  into a credit  facility  with  Ericsson,  dated as of
August 7, 1996, to provide financing to the Company for up to $132.0 million for
the purpose of financing  the purchase of equipment  and services  from Ericsson
for the New York MTA market (the "Ericsson  Credit  Facility).  A portion of the
Ericsson Credit Facility, which may be used for interest payments accruing under
such facility,  and a portion which may be used to purchase handsets,  mature on
June 30, 1998. The principal amount on other portions of the facility is payable
in  installments  beginning in 2000,  with the final payment due on December 31,
2004.  Amounts borrowed and repaid are not available for reborrowing  except for
the $2.1  million  repaid  by the  Company  during  the third  quarter  of 1996.
Interest on the Ericsson Credit Facility is payable  quarterly.  As of September
30, 1997, the company had approximately $38.7 million outstanding under the long
term portion of the facility and $1.0 million under the short term portion.     

     Under the terms of the Ericsson Credit Facility,  OCI is subject to certain
financial and operational  covenants including  restrictions on OCI's ability to
pay dividends,  restrictions on indebtedness and certain  financial  maintenance
requirements.  Additionally,  the Ericsson Credit Facility  provides that, among
other  events,  the failure of OCI to pay when due  amounts  owing the FCC shall
constitute  an event of  default.  The  Ericsson  Credit  Facility is secured by
substantially all of the assets of OCI,  including a pledge of all capital stock
of OCI,  that is  owned  by a  wholly-owned  subsidiary  of the  Company  (which
constitutes a 95.58% ownership interest). All collateral is held by a collateral
agent and is shared on a pari pasu basis with  Northern  Telecom  pursuant to an
inter-creditor arrangement.                                                     

     On August 7, 1997,  Omnipoint  MB  Holdings,  Inc.  ("OMB")  entered into a
credit facility agreement with Ericsson Inc. to provide financing to the Company
for up to $352.5  million for the purpose of financing  the buildout of networks
in the Boston and Miami markets, (the "Ericsson B & M Facility"). The Ericsson B
& M Facility  provides the immediate  availability of $202.5  million,  of which
$100.0  million was funded to OMB at closing.  The remaining  $150.0  million is
dependent on a loan guarantee from a governmental  agency. If the loan guarantee
is completed  before  February 4, 1998,  the Company will grant  Ericsson a five
year  exclusive  right to supply  network  equipment  for the  Boston  and Miami
markets.                                                                        

     Under the terms of the  Ericsson B & M Facility,  OMB is subject to certain
financial and operational  covenants including  restrictions on OMB's ability to
pay dividends,  restrictions on indebtedness and certain  financial  maintenance
requirements.  Additionally,  the Ericsson B & M Facility  provides that,  among
other events,  the failure of OMB to pay when due amounts owing to the FCC shall
constitute  an event of  default.  The  Ericsson  B & M  Facility  is secured by
substantially  all of the assets of OMB and each of the  license  and  operating
subsidiaries for the Boston and Miami markets, including a pledge of all capital
stock of each such license and operating  subsidiaries  as well as capital stock
of OMB.                                                                         

     The  principal  amount of  portions  of the  facility  financing  equipment
purchases  from  Ericsson,  and certain  eligible  soft costs,  is  repayable in
installments  beginning  2001,  with a final  payment  due on  August  4,  2006.
Interest  on such  amount is payable  quarterly  (of which a portion of the loan
proceeds  are  available to finance such  interest  payments).  The $100 million
portion funded at closing, which has no required principal amortization, matures
on August 4, 2007.  Interest on such portion is payable  semi-annually (of which
interest may be accreted until August 4, 2003).                                 

     On September 9, 1997, OPCS  Philadelphia  Holdings,  Inc.  ("OPCS") entered
into a credit facility  agreement with Ericsson Inc. to provide financing to the
Company  for up to $120.0  million  for general  corporate  and working  capital
purposes,  including the payment of interest  associated  with the  Philadelphia
market, (the "Ericsson Philadelphia Facility").                                 

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     Under the terms of the Ericsson Philadelphia  Facility,  OPCS is subject to
certain  financial and operational  covenants  including  restrictions on OPCS's
ability to pay dividends,  restrictions  on indebtedness  and certain  financial
maintenance  requirements.  Additionally,  the  Ericsson  Philadelphia  Facility
provides that,  among other events,  the failure of OPCS to pay when due amounts
owing to the FCC shall constitute an event of default. The Ericsson Philadelphia
Facility is secured by  substantially  all of the assets of OPCS and each of the
license and operating  subsidiaries  for the Philadelphia  markets,  including a
pledge of all capital stock of each such license and operating  subsidiaries  as
well as capital stock of OPCS.                                                  

     The  principal  amount of  portions  of the  facility  financing  equipment
purchases  from  Ericsson,  and certain  eligible  soft costs,  is  repayable in
installments  beginning  2001,  with a final  payment due on December  31, 2005.
Interest  on such  amount is payable  quarterly  (of which a portion of the loan
proceeds are available to finance such interest payments).                      

     In the  recently  completed  auction by the FCC of the D, E and F Block BTA
licenses,  the Company won 109 licenses for an aggregate of $181.4  million (net
of the 25% small  business  discount).  In January 1997, the Company made a down
payment of  approximately  $28.8  million to the FCC. In June 1997,  the Company
made an additional payment of $33.2 million related to the licenses issued April
28, 1997. On July 14, 1997, the company made its final payment  (excluding  debt
service for the F block) of $59.9 million. The remaining $59.4 million for the F
Block licenses is payable over the next ten years.                              

     The Company  believes that access to capital and financial  flexibility are
necessary to  successfully  implement  its  strategy.  The Company  believes the
proceeds  from the sale of the 1996 Senior  Notes,  in  combination  with the NT
Credit Facility,  the Ericsson Credit Facility, the Ericsson M & B Facility, and
the Ericsson Philadelphia Facility, will be sufficient to fund operating losses,
capital  expenditures and working capital  necessary for the initial buildout of
the Company's PCS networks during the next twelve months. To the extent that the
buildout of these networks is faster than  expected,  the costs are greater than
anticipated  or the Company takes  advantage of other  opportunities,  including
those that may arise through  current and future FCC  auctions,  the Company may
require additional funding to implement its business strategy.                  

     The Company's  future capital  requirements  will depend upon many factors,
including the successful  development of new products,  the extent and timing of
acceptance of the Company's  equipment in the market,  requirements  to maintain
adequate  manufacturing  facilities,  the progress of the Company's research and
development efforts, expansion of the Company's marketing and sales efforts, the
Company's  results of operations  and the status of  competitive  products.  The
Company believes that cash and cash equivalents on hand,  anticipated  revenues,
vendor financing and additional strategic  partnerships will be adequate to fund
its operations and its network buildout for the next 12 months.  There can be no
assurance, however, that the Company will not require additional financing prior
to such date to fund its operations.  The Company  believes that it will require
substantial  amounts  of  additional  capital  over the next  several  years and
anticipates that this capital will be derived from a mix of public offerings and
private placements of debt or equity securities or both.                        

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Part II -- Other Information

                                                        [Enlarge/Download Table]


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K                                                                                            

(a)  Exhibits                                                                                                                       

                                                                                                                                    
     3.1*         Amended and Restated Certificate of Incorporation of the Registrant.                                              
     3.2@@@       Amended and Restated Bylaws of the Registrant.                                                                    
     4.2          See Exhibit 3.1.                                                                                                  
     10.1@        Registrant's Amended and Restated 1990 Stock Option Plan.                                                         
     10.2@        Form of Incentive Stock Option Agreement under Registrant's 1990 Stock Option Plan.                               
     10.3@        Form of Stock Option Agreement under Registrant's 1990 Stock Option Plan for non-qualified                        
                  options.                                                                                                          
     10.4@        Form of Stock  Option  Agreement  outside  scope of Registrant's 1990 Stock Option Plan for                       
                  non-qualified options.                                                                                            
     10.5@        Warrant  Certificate,  dated August 2, 1991, by and between the                                                   
                  Registrant and Allen & Company Incorporated.                                                                      
     10.6@        Warrant  Certificate,  dated August 2, 1991, by and between the                                                   
                  Registrant and Allen & Company Incorporated.                                                                      
     10.7@        Letter  agreement,  dated June 29,  1995,  by and  between  the                                                   
                  Registrant  and  Allen  &  Company  Incorporated  (relating  to                                                   
                  Exhibit 10.6).                                                                                                    
     10.8****     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.                                                                                 
     10.18***     Promissory Note, dated February 24, 1997, by Kjell S. Andersson.                                                  
     10.19***     Stock Restriction Agreement, dated February 24, 1997, by and between the Registrant and Kjell S.                  
                  Andersson.                                                                                                        
     10.20@       Series B Convertible  Preferred Stock Purchase  Agreement,  dated                                                 
                  August 9, 1993, by and among the Registrant and Madison  Dearborn                                                 
                  Capital Partners, L.P.                                                                                            
     10.21@       Amendment No. 1 to Series B Convertible Preferred Stock Purchase Agreement, dated June 29, 1995,                  
                  by and between the Registrant and Madison Dearborn Capital Partners, L.P.                                         
     10.22@       Series C Convertible  Preferred Stock Purchase  Agreement,  dated                                                 
                  June 29, 1995, by and among the  Registrant and the other parties                                                 
                  named therein.                                                                                                    
     10.23@       Amended and Restated Registration Rights Agreement,  dated June                                                   
                  29, 1995,  by and among the  Registrant  and the parties  named                                                   
                  therein.                                                                                                          
     10.24@       First Amended and Restated Voting Agreement, dated June 29, 1995,                                                 
                  by and among the Registrant and the other parties named therein.                                                  
     10.25@       OEM Supply Agreement for Omnipoint PCS (Personal  Communication                                                   
                  Systems) Products, dated September 22, 1994, by and between the                                                   
                  Registrant and Northern Telecom Inc                                                                               
     10.26@       Manufacturing License and Escrow Agreement for Personal Communication Service Products, dated                     
                  February 28, 1995, by and between the Registrant and Northern Telecom Inc.                                        
     10.27@       Collaborative  Development  Agreement,  dated March 1, 1995, by                                                   
                  and between the Registrant and Northern Telecom Inc.                                                              
     10.28@       Reciprocal OEM Agreement Memorandum of Understanding, dated March                                                 
                  30, 1995, by and between the Registrant and Northern Telecom Inc.                                                 
     10.29@       Supply Agreement, dated September 22, 1994, by and between Omnipoint Communications Inc. and                      
                  Northern Telecom Inc.                                                                                             
     10.30@       Amendment No. 1 to Supply Agreement, dated July 21, 1995, by and between Omnipoint                                
                  Communications Inc. and Northern Telecom Inc.                                                                     
     10.31                                                                                                                          
     10.32###     Amended and Restated Loan Agreement, dated August 7, 1996, by and between Omnipoint                               
                  Communications Inc. and Northern Telecom Inc.                                                                     
     10.33###     Loan  Agreement,  date as of August 7, 1996, by and between  Omnipoint  Communications  Inc.                      
                  and Ericsson Inc., as amended.                                                                                    

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     10.34@       Memorandum  of  Understanding,  dated  April 21,  1995,  by and                                                   
                  between the Registrant and Pacific Bell Mobile Services.                                                          
     10.35@       Note and Warrant  Purchase  Agreement  dated November 22, 1995,                                                   
                  between the Registrant and the purchasers named therein.                                                          
     10.36@       Senior Note Due 2000 issued by the Registrant on November 22, 1995 to the holder identified therein.              
     10.37@       Senior Note Due 2000 issued by the Registrant on November 22, 1995 to the holder identified therein.              
     10.38@#      Memorandum of Understanding, dated November 22, 1995, by and between the Registrant and                           
                  Ericsson Inc.                                                                                                     
     10.39@       Letter Agreement, dated January 24, 1996, by and between the Registrant and between Ericsson Inc.                 
     10.40@       Letter of Intent, dated October 26, 1995, by and between the Registrant and Ericsson 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                    
                  Products, dated as of April 16, 1996, by and between Ericsson Inc. and Omnipoint Communications Inc.              

     10.44**##    Acquisition Supply and License Agreement for Omnipoint Personal Communications Systems (PCS)                      
                  Infrastructure Products, dated as of April 16, 1996, by and between Ericsson Inc. and the Registrant.             
     10.45**##    Agreement for Purchase and Sale of Ericsson Inc. Masko Terminal Units, dated as of April 16, 1996,                
                  by and between Ericsson Inc. and Omnipoint Communications Inc.                                                    
     10.46**##    Memorandum of Understanding, dated April 2, 1996, by and between Orbitel Mobile                                   
                  Communications Inc. and the Registrant.                                                                           
     10.47@@      Letter of Intent,  dated  November 20, 1995, by and between the                                                   
                  Registrant and Western Wireless Corporation.                                                                      
     10.48@@      Letter of Intent, dated February 26, 1996, by and between Omnipoint Communications Inc. and                       
                  American Portable Telecom, Inc.                                                                                   
     10.49@@      Letter of Intent, dated March 22, 1996, by and between Omnipoint Communications, Inc. and                         
                  American Personal Communications.                                                                                 
     10.50@@      Letter of Intent, dated May 13, 1996, by and between the Registrant                                               
                  and InterCel,  Inc.  10.51@@ License  agreement dated March 22, 1996 by and                                       
                  between the  Registrant and Bender & Company,  Inc.  10.52@@ Second License                                       
                  Agreement, dated April 17, 1996, by and between the 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                                                   
                  Registrants  and  Kjell  S.  Andersson,   amending   Employment                                                   
                  Agreement dated November 3, 1996.                                                                                 
     11.1         Statement of computation of loss per share.                                                                       
     21.1@        Subsidiaries of the Registrant.                                                                                   
     27           Financial Data Schedule                                                                                           
----------                                                                                                                          
     @            Incorporated herein by reference to the Company's Registration Statement on Form S-1, No. 33-98360                
     @@           Incorporated herein by reference to the Company's Registration Statement Form S-1, No. 33-03739.                  
     @@@          Incorporated by reference to the Company's Registration Statement on Form S-4, No. 333-19895.                     
     *            Incorporated herein by reference to Company's Annual Report on Form 10-K for the fiscal year ended                
                  December  31, 1995.                                                                                               
     **           Incorporated herein by reference to the Company's Current Report on Form 8-K, filed May 3, 1996.                  
     ***          Incorporated herein by reference to Company's Annual Report on Form 10-K for the fiscal year ended                
                  December  31, 1996.                                                                                               
     ****         Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended      
                  March 31, 1997.                                                                                                   
     #            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 have been filed  separately  with the  Secretary  of the  Commission
                  pursuant to the Registrant's  Application  Requesting  Confidential Treatment under Rule 24b-2 under the Exchange 
                  Act of 1934, filed May 3, 1996.                                                                                   
     ###          Portions of this  Exhibit  were  omitted  and have been filed  separately  with the  Secretary  of the  Commission
                  pursuant to the Registrant's Application Requesting Confidential Treatment under                                  
                  Rule 24b-2 under the Exchange Act of 1934, filed March 31, 1997.                                                  
----------                                                                                                                          

(b)  Reports on Form 8-K                                                        

     On August 27,  1997 a Form 8-K,  Items 5 and 7, was filed  relating  to the
Company's  credit facility  agreement,  dated as of July 25, 1997, with Ericsson
Inc.  and certain  other  lenders,  pursuant to which the lenders have agreed to
provide up to $352.2  million in  financing  for the  purpose of  financing  the
buildout of networks in the Boston and Miami markets.                           

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 SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.                                          

                                                         OMNIPOINT CORPORATION

Date:              November 14, 1997                      /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 ‘10-Q’ Filing    Date First  Last      Other Filings
8/4/0713
8/4/0613
12/31/0514
12/31/041113
8/4/0313
6/30/981310-Q,  10-Q/A,  S-3
3/31/9881110-K405,  10-Q
Corrected on:3/12/98
2/4/98813SC 13G
12/31/971210-K/A,  10-K405
Filed on:11/14/9717
11/7/971
10/16/97811
For Period End:9/30/97113
9/9/97813
8/27/97168-K
8/15/9711
8/7/978138-K,  8-K/A
7/25/97168-K,  8-K/A
7/14/9714
6/30/971210-Q
5/12/978
4/28/97814DEF 14A
4/1/9711
3/31/971610-K405,  10-Q
2/24/971516
2/15/9711
1/14/978
12/31/9621610-K/A,  10-K405
11/3/961516
11/1/9615
9/30/9691110-Q
8/7/961315
5/13/9616
5/3/9616
4/17/9616
4/16/96168-K/A
4/2/9616
3/22/9616
3/1/9616
2/26/9616
1/24/9616
12/31/951610-K/A
11/22/9516
11/20/9516
10/26/9516
10/15/9516
10/1/9515
9/30/9510
8/30/9516
7/21/9515
6/29/9515
4/21/9516
4/17/9515
3/30/9515
3/10/9515
3/1/9515
2/28/9515
9/22/9415
8/9/9315
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