<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   ________
                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                              TeleCorp PCS, Inc.
            (Exact name of registrant as specified in its charter)


            Delaware                                          54-1872248
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)


                         1010 N. Glebe Road, Suite 800
                             Arlington, VA  22201
                                (703) 236-1100
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


                   TeleCorp PCS, Inc. 1999 Stock Option Plan
                             (Full title of plan)


                              Thomas H. Sullivan
             Executive Vice President and Chief Financial Officer
                              TeleCorp PCS, Inc.
                         1010 N. Glebe Road, Suite 800
                             Arlington, VA  22201
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)


                                  Copies to:
                            David A. Cifrino, P.C.
                            McDermott, Will & Emery
                                28 State Street
                               Boston, MA  02109


                        Calculation of Registration Fee
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                               Proposed maximum       Proposed maximum
Title of Securities        Amount to be        offering price per     aggregate offering      Amount of
to be registered           Registered(1)       share                  price                   registration fee
--------------------------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                    <C>                    <C>
Class A Common             1,814,321           $34.625                $62,820,865            $17,465
Stock, $0.01 par
value per share
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Plus such additional number of shares as may be required pursuant to the
     Plan in the event of a stock dividend, split of shares, recapitalization or
     other similar change in the Class A Common Stock.

(2)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457(h)(1), on the basis of the average of the high and
     low bids of the Class A Common Stock as reported on The Nasdaq National
     Market on November 24, 1999.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

     The following documents are hereby incorporated by reference in this
registration statement:

     (a) The Company's prospectus dated November 22, 1999 filed with the
Securities and Exchange Commission (the "Commission") on November 23, 1999
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), containing the Company's audited financial statements for the
fiscal year ended December 31, 1998.

     (b) The description of the Company's Class A Common Stock incorporated by
reference into the Company's registration statement on Form 8-A (File No. 000-
27901) filed with the Commission on November 2, 1999 from the Company's
registration statement on Form S-1 (SEC File No. 333-89393), as amended.

     In addition, all documents filed by the Company after the initial filing
date of this registration statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and prior to the filing of a post-effective amendment which indicates that all
shares registered hereunder have been sold or which de-registers all shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documentation.

Item 4.    Description of Securities

     Not applicable.

Item 5.    Interests of Named Experts and Counsel

     Not applicable.

Item 6.    Indemnification of Officers and Directors

     As permitted by Section 102(b)(7) of the DGCL, our restated certificate of
incorporation includes a provision that eliminates the personal liability of our
directors and executive officers for monetary damages for breach of fiduciary
duty as a director or executive officer, except: (1)  for any breach of the
director's or executive officer's duty of loyalty to us or our stockholders; (2)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (3)  for unlawful dividends and stock purchases
under the DGCL; or (4) for any transaction from which the director derived an
improper personal benefit.

<PAGE>

     In addition, Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") provides that a corporation may indemnify a director, officer,
employee or agent against expenses (including attorneys' fees), judgements,
fines and for amounts paid in settlement in respect of or in successful defense
of any action, suit or proceeding if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Our bylaws provide that:  (1) we must indemnify our directors and officers
to the fullest extent permitted by Delaware law, subject to very limited
exceptions; (2) we may indemnify our other employees and agents to the same
extent that we indemnify our officers and directors, unless otherwise required
by law, our amended and restated certificate of incorporation, our bylaws or
agreements; and (3) we must advance expenses, as incurred, to our directors and
executive officers in connection with any legal proceeding to the fullest extent
permitted by Delaware law, subject to limited exceptions.

     We have also entered into indemnity agreements with each of our directors
and executive officers to give them additional contractual assurances regarding
the scope of the indemnification described above and to provide additional
procedural protections. In addition, we have obtained directors' and officers'
insurance providing indemnification for our directors, officers and key
employees for various liabilities.

Item 7.    Exemption from Registration Claimed

     Not applicable.

Item 8.    Exhibits

     The following exhibits are filed with this report, except as otherwise
indicated:

     5.1   Opinion of McDermott, Will & Emery as to the legality of the shares
           being registered.

     10.1  TeleCorp PCS, Inc. 1999 Stock Option Plan (Exhibit 10.27 to the
           Company's S-1 Registration Statement, incorporated herein by
           reference).

     23.1  Consent of PricewaterhouseCoopers, LLP.

     23.2  Consent of McDermott, Will & Emery (included in Exhibit 5.1)

     25.1  Power of Attorney (included on page II).

Item 9.    Undertakings

     (a)  The Company hereby undertakes:

                                      -2-
<PAGE>

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

        (2) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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; and

        (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.

   (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

   (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of 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 and will be governed
by the final adjudication of such issue.

                                      -3-
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Arlington,
Commonwealth of Virginia, on November 30, 1999.

TeleCorp PCS, Inc.


By: /s/ Gerald T. Vento
    _________________________________
    Gerald T. Vento
    Chief Executive Officer

                                      -I-
<PAGE>

                               POWER OF ATTORNEY

   TeleCorp PCS, Inc. and each person whose signature appears below constitutes
and appoints each of Thomas H. Sullivan and Gerald T. Vento as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for each such person and in such person's name, in any and all capacities, (A)
to sign all amendments (including pre-effective and post-effective amendments)
to this registration statement; (B) to file such amendments with all exhibits
and other related documents with the Securities and Exchange Commission; and (C)
to perform every act necessary in connection with (A) or (B); and (2) ratifies
and confirms everything that such attorneys-in-fact and agents, or any or them,
or their or his substitute or substitutes, may lawfully do or cause to be done
by virtue of this appointment.

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below as of November 30, 1999 by the
following persons in the capacities indicated.


Signature                            Title


/s/ Gerald T. Vento
____________________________         Chief Executive Officer and Chairman
Gerald T. Vento


/s/ Thomas H. Sullivan
____________________________         Executive Vice President, Chief Financial
Thomas H. Sullivan                   Officer and Director


____________________________         Director
Michael R. Hannon


/s/ Scott Anderson
____________________________         Director
Scott Anderson


/s/ Rohit M. Desai
____________________________         Director
Rohit M. Desai


/s/ James M. Hoak
____________________________         Director
James M. Hoak


/s/ Mary Hawkins-Key
____________________________         Director
Mary Hawkins-Key


____________________________         Director
William Kussell


/s/ Michael Schwartz
____________________________         Director
Michael Schwartz

                                      -II-
<PAGE>

                                 EXHIBIT INDEX

The following exhibits are filed with this report, except as otherwise
indicated:

     5.1   Opinion of McDermott, Will & Emery as to the legality of the shares
           being registered.

     10.1  TeleCorp PCS, Inc. 1999 Stock Option Plan (Exhibit 10.27 to the
           Company's S-1 Registration Statement, incorporated herein by
           reference).

     23.1  Consent of PricewaterhouseCoopers LLP.

     23.2  Consent of McDermott, Will & Emery (included in Exhibit 5.1)

     25.1  Power of Attorney (included on page II).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13520}]
{"company-data": {"conformed-name": "TELECORP PCS INC", "cik": "0001089341", "assigned-sic": "3663", "irs-number": "541872248", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91807", "film-number": "99766677"}, "business-address": {"street1": "1010 N GLEBE ROAD", "street2": "SUITE 800", "city": "ARLINGTON", "state": "VA", "zip": "22201", "phone": "7032361100"}, "mail-address": {"street1": "1010 N GLEBE ROAD", "street2": "SUITE 800", "city": "ARLINGTON", "state": "VA", "zip": "22201"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   ________
                                   Form S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                              TeleCorp PCS, Inc.
            (Exact name of registrant as specified in its charter)

            Delaware                                          54-1872248
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                         1010 N. Glebe Road, Suite 800
                             Arlington, VA  22201
                                (703) 236-1100
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                   TeleCorp PCS, Inc. 1999 Stock Option Plan
                             (Full title of plan)

                              Thomas H. Sullivan
             Executive Vice President and Chief Financial Officer
                              TeleCorp PCS, Inc.
                         1010 N. Glebe Road, Suite 800
                             Arlington, VA  22201
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copies to:
                            David A. Cifrino, P.C.
                            McDermott, Will & Emery
                                28 State Street
                               Boston, MA  02109

                        Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------
                                               Proposed maximum       Proposed maximum
Title of Securities        Amount to be        offering price per     aggregate offering      Amount of
to be registered           Registered(1)       share                  price                   registration fee
--------------------------------------------------------------------------------------------------------------
Class A Common             1,814,321           $34.625                $62,820,865            $17,465
Stock, $0.01 par
value per share
--------------------------------------------------------------------------------------------------------------
(1)  Plus such additional number of shares as may be required pursuant to the
     Plan in the event of a stock dividend, split of shares, recapitalization or
     other similar change in the Class A Common Stock.

(2)  Estimated solely for the purpose of calculating the registration fee, in
     accordance with Rule 457(h)(1), on the basis of the average of the high and
     low bids of the Class A Common Stock as reported on The Nasdaq National
     Market on November 24, 1999.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

     The following documents are hereby incorporated by reference in this
registration statement:

     (a) The Company's prospectus dated November 22, 1999 filed with the
Securities and Exchange Commission (the "Commission") on November 23, 1999
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), containing the Company's audited financial statements for the
fiscal year ended December 31, 1998.

     (b) The description of the Company's Class A Common Stock incorporated by
reference into the Company's registration statement on Form 8-A (File No. 000-
27901) filed with the Commission on November 2, 1999 from the Company's
registration statement on Form S-1 (SEC File No. 333-89393), as amended.

     In addition, all documents filed by the Company after the initial filing
date of this registration statement pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and prior to the filing of a post-effective amendment which indicates that all
shares registered hereunder have been sold or which de-registers all shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documentation.

Item 4.    Description of Securities

     Not applicable.

Item 5.    Interests of Named Experts and Counsel

     Not applicable.

Item 6.    Indemnification of Officers and Directors

     As permitted by Section 102(b)(7) of the DGCL, our restated certificate of
incorporation includes a provision that eliminates the personal liability of our
directors and executive officers for monetary damages for breach of fiduciary
duty as a director or executive officer, except: (1)  for any breach of the
director's or executive officer's duty of loyalty to us or our stockholders; (2)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (3)  for unlawful dividends and stock purchases
under the DGCL; or (4) for any transaction from which the director derived an
improper personal benefit.
In addition, Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") provides that a corporation may indemnify a director, officer,
employee or agent against expenses (including attorneys' fees), judgements,
fines and for amounts paid in settlement in respect of or in successful defense
of any action, suit or proceeding if he acted in good faith and in a manner he
reasonable believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Our bylaws provide that:  (1) we must indemnify our directors and officers
to the fullest extent permitted by Delaware law, subject to very limited
exceptions; (2) we may indemnify our other employees and agents to the same
extent that we indemnify our officers and directors, unless otherwise required
by law, our amended and restated certificate of incorporation, our bylaws or
agreements; and (3) we must advance expenses, as incurred, to our directors and
executive officers in connection with any legal proceeding to the fullest extent
permitted by Delaware law, subject to limited exceptions.

     We have also entered into indemnity agreements with each of our directors
and executive officers to give them additional contractual assurances regarding
the scope of the indemnification described above and to provide additional
procedural protections. In addition, we have obtained directors' and officers'
insurance providing indemnification for our directors, officers and key
employees for various liabilities.

Item 7.    Exemption from Registration Claimed

     Not applicable.

Item 8.    Exhibits

     The following exhibits are filed with this report, except as otherwise
indicated:

     5.1   Opinion of McDermott, Will & Emery as to the legality of the shares
           being registered.

     10.1  TeleCorp PCS, Inc. 1999 Stock Option Plan (Exhibit 10.27 to the
           Company's S-1 Registration Statement, incorporated herein by
           reference).

     23.1  Consent of PricewaterhouseCoopers, LLP.

     23.2  Consent of McDermott, Will & Emery (included in Exhibit 5.1)

     25.1  Power of Attorney (included on page II).

Item 9.    Undertakings

     (a)  The Company hereby undertakes:

                                      -2-
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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;

        (2) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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; and

        (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.

   (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

   (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of 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 and will be governed
by the final adjudication of such issue.

                                      -3-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Arlington,
Commonwealth of Virginia, on November 30, 1999.

TeleCorp PCS, Inc.

By: /s/ Gerald T. Vento
    _________________________________
    Gerald T. Vento
    Chief Executive Officer

                                      -I-
POWER OF ATTORNEY

   TeleCorp PCS, Inc. and each person whose signature appears below constitutes
and appoints each of Thomas H. Sullivan and Gerald T. Vento as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for each such person and in such person's name, in any and all capacities, (A)
to sign all amendments (including pre-effective and post-effective amendments)
to this registration statement; (B) to file such amendments with all exhibits
and other related documents with the Securities and Exchange Commission; and (C)
to perform every act necessary in connection with (A) or (B); and (2) ratifies
and confirms everything that such attorneys-in-fact and agents, or any or them,
or their or his substitute or substitutes, may lawfully do or cause to be done
by virtue of this appointment.

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below as of November 30, 1999 by the
following persons in the capacities indicated.

Signature                            Title

/s/ Gerald T. Vento
____________________________         Chief Executive Officer and Chairman
Gerald T. Vento

/s/ Thomas H. Sullivan
____________________________         Executive Vice President, Chief Financial
Thomas H. Sullivan                   Officer and Director

____________________________         Director
Michael R. Hannon

/s/ Scott Anderson
____________________________         Director
Scott Anderson

/s/ Rohit M. Desai
____________________________         Director
Rohit M. Desai

/s/ James M. Hoak
____________________________         Director
James M. Hoak

/s/ Mary Hawkins-Key
____________________________         Director
Mary Hawkins-Key

____________________________         Director
William Kussell

/s/ Michael Schwartz
____________________________         Director
Michael Schwartz

                                      -II-
EXHIBIT INDEX

The following exhibits are filed with this report, except as otherwise
indicated:

     5.1   Opinion of McDermott, Will & Emery as to the legality of the shares
           being registered.

     10.1  TeleCorp PCS, Inc. 1999 Stock Option Plan (Exhibit 10.27 to the
           Company's S-1 Registration Statement, incorporated herein by
           reference).

     23.1  Consent of PricewaterhouseCoopers LLP.

     23.2  Consent of McDermott, Will & Emery (included in Exhibit 5.1)

     25.1  Power of Attorney (included on page II).