SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 Date of Report:


                                December 21, 1998

                              OMNIPOINT CORPORATION
               (Exact Name of Registrant as Specified in Charter)


                           Delaware 0-27442 04-2969720
         (State of Incorporation) (Commission File Number) (IRS Employer
                               Identification No.)



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


                                 (301) 951-2500
                         (Registrant's telephone number)

<PAGE>

Item 5.     Other Events.


     On December  21, 1998 (the  "Closing  Date"),  Omnipoint  Corporation  (the
"Company") entered into a Note Purchase Agreement with IBJ Schroder Bank & Trust
Company, as paying agent, and certain initial purchasers named therein, pursuant
to which the  Company has issued and sold senior  unsecured  notes due  December
2003 in the aggregate  principal  amount of  $125,000,000 at a fixed rate of 14%
per annum (the "Base Interest")(the "Notes"). The Notes rank pari passu in right
of payment with the Company's existing 11-5/8% Senior Notes due 2006 and 11-5/8%
Series A Senior Notes due 2006.
     
     At closing,  the Company  paid  additional  interest in the form of 212,754
shares of the  Company's  Common  Stock at $8.813  per  share  (equivalent  to a
nominal  dollar amount equal to 1.5% of the principal  amount of the Notes).  If
the Company has not closed a Strategic Equity Issuance (as defined below) within
approximately  three  months  after  the  Closing  Date,  the  Notes  will  bear
additional  interest  equal to $625,000 per month,  payable at the option of the
Company in cash or capital  stock of the Company  (valued at the average  market
price per share of such shares of common stock over the five trading days).


     Upon closing of a Strategic Equity Issuance,  the Notes will no longer bear
additional  interest and the interest rate on the Notes will therefore return to
the 14% Base Interest.  The additional interest,  if any, is subject to increase
if a Strategic  Equity  Issuance is not closed  within the first 18 months after
the Closing Date. The Notes are subject to redemption at any time, at the option
of the Company,  subject to applicable  prepayment  premium.  Until December 15,
1999,  the 14% Base  Interest on the Notes will be payable  only in kind.  After
December  15,  1999  and for the  rest of the  term of the  Notes,  the 14% Base
Interest  on the Notes will be payable  at the option of the  Company  either in
cash or in kind.

     For the purpose of the Note Purchase Agreement, "Strategic Equity Issuance"
has been defined as the issuance and sale by the Company of its certain  capital
stock to a company  which  either (i) is in the  telecommunications  industry or
(ii) engages in a business which will benefit from  strategic  synergies from an
investment in the Company.
         
     The  covenants  under  the  Notes  are  substantially  identical  to  those
covenants contained in the Company's existing 11-5/8% Senior Notes due 2006. The
Company will use the net  proceeds of the sale of the Notes for working  capital
and for general corporate purposes.




Item 7.     Financial Statements and Exhibits.

(c)      Exhibits.

         Exhibit No.

         10.1              Note  Purchase   Agreement  by  and  among  Omnipoint
                           Corporation,  IBJ Schroder Bank & Trust Company,   as
                           paying  agent, and certain  initial purchasers  named
                           therein, dated December 21, 1998.

         10.2              Form of Note.


<PAGE>


                                   SIGNATURES

         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.


Date:    December 29, 1998                          OMNIPOINT CORPORATION



                                                     By:   /s/ Harry Plonskier
                                                     -------------------------
                                                     Harry Plonskier
                                                     Treasurer


<PAGE>


                              OMNIPOINT CORPORATION

                                    FORM 8-K

                                  EXHIBIT INDEX



         Exhibit No.

         10.1              Note  Purchase   Agreement  by  and  among  Omnipoint
                           Corporation,  IBJ Schroder Bank & Trust Company,   as
                           paying  agent, and certain  initial purchasers  named
                           therein, dated December 21, 1998.

         10.2              Form of Note.

<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:

                                December 21, 1998

                              OMNIPOINT CORPORATION
               (Exact Name of Registrant as Specified in Charter)

                           Delaware 0-27442 04-2969720
         (State of Incorporation) (Commission File Number) (IRS Employer
                               Identification No.)

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

                                 (301) 951-2500
                         (Registrant's telephone number)
Item 5.     Other Events.

     On December  21, 1998 (the  "Closing  Date"),  Omnipoint  Corporation  (the
"Company") entered into a Note Purchase Agreement with IBJ Schroder Bank & Trust
Company, as paying agent, and certain initial purchasers named therein, pursuant
to which the  Company has issued and sold senior  unsecured  notes due  December
2003 in the aggregate  principal  amount of  $125,000,000 at a fixed rate of 14%
per annum (the "Base Interest")(the "Notes"). The Notes rank pari passu in right
of payment with the Company's existing 11-5/8% Senior Notes due 2006 and 11-5/8%
Series A Senior Notes due 2006.
     
     At closing,  the Company  paid  additional  interest in the form of 212,754
shares of the  Company's  Common  Stock at $8.813  per  share  (equivalent  to a
nominal  dollar amount equal to 1.5% of the principal  amount of the Notes).  If
the Company has not closed a Strategic Equity Issuance (as defined below) within
approximately  three  months  after  the  Closing  Date,  the  Notes  will  bear
additional  interest  equal to $625,000 per month,  payable at the option of the
Company in cash or capital  stock of the Company  (valued at the average  market
price per share of such shares of common stock over the five trading days).

     Upon closing of a Strategic Equity Issuance,  the Notes will no longer bear
additional  interest and the interest rate on the Notes will therefore return to
the 14% Base Interest.  The additional interest,  if any, is subject to increase
if a Strategic  Equity  Issuance is not closed  within the first 18 months after
the Closing Date. The Notes are subject to redemption at any time, at the option
of the Company,  subject to applicable  prepayment  premium.  Until December 15,
1999,  the 14% Base  Interest on the Notes will be payable  only in kind.  After
December  15,  1999  and for the  rest of the  term of the  Notes,  the 14% Base
Interest  on the Notes will be payable  at the option of the  Company  either in
cash or in kind.

     For the purpose of the Note Purchase Agreement, "Strategic Equity Issuance"
has been defined as the issuance and sale by the Company of its certain  capital
stock to a company  which  either (i) is in the  telecommunications  industry or
(ii) engages in a business which will benefit from  strategic  synergies from an
investment in the Company.
         
     The  covenants  under  the  Notes  are  substantially  identical  to  those
covenants contained in the Company's existing 11-5/8% Senior Notes due 2006. The
Company will use the net  proceeds of the sale of the Notes for working  capital
and for general corporate purposes.

Item 7.     Financial Statements and Exhibits.

(c)      Exhibits.

         Exhibit No.

         10.1              Note  Purchase   Agreement  by  and  among  Omnipoint
                           Corporation,  IBJ Schroder Bank & Trust Company,   as
                           paying  agent, and certain  initial purchasers  named
                           therein, dated December 21, 1998.

         10.2              Form of Note.
SIGNATURES

         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.

Date:    December 29, 1998                          OMNIPOINT CORPORATION

                                                     By:   /s/ Harry Plonskier
                                                     -------------------------
                                                     Harry Plonskier
                                                     Treasurer
OMNIPOINT CORPORATION

                                    FORM 8-K

                                  EXHIBIT INDEX

         Exhibit No.

         10.1              Note  Purchase   Agreement  by  and  among  Omnipoint
                           Corporation,  IBJ Schroder Bank & Trust Company,   as
                           paying  agent, and certain  initial purchasers  named
                           therein, dated December 21, 1998.

         10.2              Form of Note.