VOICESTREAM WIRELESS CORP, S-3, 1999-05-05

VOICESTREAM WIRELESS CORP
S-3, 1999-05-05
RADIOTELEPHONE COMMUNICATIONS

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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

VOICESTREAM WIRELESS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

WASHINGTON 91-1956183
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

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

3650 131ST AVE. S.E.
BELLEVUE, WASHINGTON 98006
(425) 653-4600
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

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

ALAN R. BENDER
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
VOICESTREAM WIRELESS CORPORATION
3650 131ST AVE. S.E.
BELLEVUE, WASHINGTON 98006
(425) 586-8700
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

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

Copies to:
G. SCOTT GREENBURG
MARK S. BRITTON
PRESTON GATES & ELLIS LLP
5000 COLUMBIA CENTER
701 FIFTH AVENUE
SEATTLE, WASHINGTON 98104
(206) 623-7580

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

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

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

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

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per share aggregate offering price registration fee
- --------------------------- ------------ ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock,
no par value (1) $0 $0 $0
</TABLE>

(1) The amount of Common Stock to be registered is an indeterminate amount which
shall be sold in certain market making transactions. This Common Stock was
originally registered as part of a spin-off transaction on Form 10 (SEC File
No.: 0-24551) which became effective on April 24, 1999.

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EXPLANATORY NOTE

This registration statement includes a prospectus relating to an
indeterminate number of shares of VoiceStream's common stock which may be sold
by Goldman, Sachs & Co. in connection with market-making transactions. See
"Plan of Distribution."

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[INSERT VOICESTREAM LOGO]

VOICESTREAM WIRELESS CORPORATION

COMMON STOCK

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

The common stock is quoted on the Nasdaq National Market under the
symbol "VSTR." The average of the high and low sales prices of the common
stock as reported on the Nasdaq National Market on _______ __, 1999 was $_____
per share.

SEE "RISK FACTORS" ON PAGE 2 TO READ ABOUT CERTAIN FACTORS YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

We have prepared this prospectus for, and it is to be used by,
Goldman, Sachs & Co. in connection with offers and sales of the shares of our
common stock related to market-making transactions, at prevailing market prices,
related prices or negotiated prices. We will not receive any of the proceeds of
those sales. Goldman, Sachs & Co. may act as principal or agent in such
transactions. See "Plan of Distribution".

GOLDMAN, SACHS & CO.
--------------------
Prospectus dated _____ __, 1999.

<PAGE> 4

RISK FACTORS

WITHOUT SIGNIFICANT ADDITIONAL CAPITAL, VOICESTREAM WILL NOT BE ABLE TO GROW

During 1999, VoiceStream anticipates spending more than $300 million
for the continued development of its existing personal communications systems
("PCS"). VoiceStream will utilize cash on hand and available credit facilities;
however, substantial additional funds will be required in 1999 and beyond to
finance the continued build-out of its markets, fund operations and provide for
working capital and service debt. VoiceStream continues to consider and expects
to pursue additional sources of funding. Raising such additional funds will
require VoiceStream or its subsidiaries to issue additional debt or equity, and
VoiceStream cannot guarantee that such funds will be available on satisfactory
terms or in adequate amounts to accomplish its objectives. VoiceStream presently
carries a significant level of debt and anticipates that it will incur
additional debt and continue to carry a significant level of debt for an
indefinite period of time. VoiceStream anticipates that this additional debt,
like its existing debt, will have certain restrictions that significantly limit
or prohibit, among other things, the ability of VoiceStream to incur debt, make
prepayments of debt, pay dividends, make investments and sell assets.

SIGNIFICANT COMPETITION IN THE MARKETPLACE MAY HINDER VOICESTREAM'S GROWTH

Competition for wireless subscribers is based principally on the
services and features offered, system quality, customer service, system
coverage, system capacity, and price. VoiceStream competes with providers of
PCS, cellular and other wireless services. Under current Federal Communications
Commission ("FCC") rules, up to seven PCS licensees and two cellular licensees
may operate in each geographic area. Competition in VoiceStream's markets is
intense. VoiceStream's principal wireless services competitors include AirTouch
Cellular Communications, Inc., AT&T Wireless Services, Inc., Bell Atlantic
Mobile, GTE Mobilnet, Inc., Sprint PCS L.P. and U.S. West Wireless LLC. Many of
these competitors have substantially greater financial, technical, marketing,
sales and distribution resources than VoiceStream has, and several operate in
multiple segments of the industry. Several of VoiceStream's competitors, through
joint ventures and affiliation arrangements, operate or plan to operate
nationwide wireless systems throughout the continental United States.

VoiceStream also competes with paging, dispatch and conventional
mobile telephone companies, resellers, and landline telephone service providers.
In addition, Specialized Mobile Radio ("SMR") licensees, including Nextel
Communications, Inc., operate digital mobile communications systems using
existing SMR frequencies in many cities throughout the United States, including
some of VoiceStream's markets. These systems, referred to as Enhanced
Specialized Mobile Radio ("ESMR"), compete with VoiceStream's systems. Given
rapid advances in the wireless communications industry, there is no assurance
that new technologies will not evolve that will compete with VoiceStream's
products and services.

VOICESTREAM HAS A LIMITED OPERATING HISTORY WITH OPERATING LOSSES AND NEGATIVE
CASH FLOW AND MAY NOT BECOME PROFITABLE

VoiceStream sustained operating losses of approximately $204.6
million in 1998, $196.9 million in 1997 and $81.8 million in 1996. At December
31, 1998, VoiceStream had an accumulated deficit of $608.2 million and equity
(net of the accumulated deficit) of $386.6 million. VoiceStream expects to incur
significant operating losses and to generate negative cash flow from operating
activities during the next several years while it develops and constructs its
systems and builds a subscriber base. VoiceStream cannot assure you that it will
achieve or sustain profitability or positive cash flow from operating activities
in the future or that it will generate sufficient cash flow to service its
current or future debt requirements.

LACK OF NATIONAL GSM COVERAGE MAY HINDER VOICESTREAM'S GROWTH

FCC technical standards for analog cellular systems assure nationwide
compatibility between all cellular carriers and handsets. There is, however, no
required nationwide technology standard for PCS

<PAGE> 5

operations. Accordingly, each PCS licensee is free to select among several
competing, currently incompatible technologies. VoiceStream uses the Global
System for Mobile Communications ("GSM") technical standard in its markets.

In order for VoiceStream's subscribers to roam in other markets,
either at least one PCS licensee in the other market must use the GSM standard,
or subscribers must use dual-mode handsets compatible with a cellular system in
the other market. Dual-mode handsets are more expensive than single-mode
handsets. The comparatively higher cost, or the potential lack of consumer
acceptance of such handsets, may prevent VoiceStream from retaining current
subscribers or attracting new subscribers. VoiceStream and other PCS licensees
who use GSM systems own licenses covering markets which represent over 90% of
the U.S. population, as contrasted with PCS licensees who use other technology
standards and own licenses that cover substantially all of the U.S. population.
VoiceStream cannot assure you that PCS licensees who use GSM systems will
successfully build out their markets, that those who currently utilize GSM will
continue to use GSM, or that available licenses will be awarded to licensees who
will build GSM systems. Accordingly, GSM systems may cover less of the U.S.
population than competing standards.

VoiceStream's principal PCS competitors use standards other than GSM.
As a result, VoiceStream's subscribers may not be able to conveniently use PCS
services while roaming in areas outside its markets. US West and Sprint PCS use
PCS systems based on the Code Division Multiple Access ("CDMA") standard. AT&T
Wireless and Southwestern Bell Wireless ("Southwestern Bell") use PCS systems
based on the Time Division Multiple Access ("TDMA") standard. CDMA providers,
including competitors in several of VoiceStream's markets, own licenses covering
approximately 100% of the U.S. population. TDMA providers own licenses covering
over 96% of the U.S. population. Certain major metropolitan areas (including
Chicago and Dallas) may not be served by GSM providers unless licenses covering
those areas are awarded to a GSM provider in certain upcoming FCC reauctions.
There may also be delays in deploying GSM systems in other markets due to the
financial constraints of certain GSM service providers. Accordingly, VoiceStream
may have difficulty establishing a subscriber base and competing successfully
with providers offering a larger coverage foot print or more extensive roaming
capabilities.

VOICESTREAM IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION, ANY CHANGE IN WHICH
COULD AFFECT ITS BUILD-OUT PLAN OR FINANCIAL PERFORMANCE

The licensing, construction, operation, acquisition and sale of
wireless systems is regulated by the FCC. Changes in the regulation of such
activities, including the issuance of new licenses, could adversely effect
VoiceStream's operations.

All PCS licenses are granted for a 10-year period. At the end of such
period the licensee must apply for renewal. Licenses may be revoked by the FCC
at any time for cause. All 30 MHz PCS licenses must be substantially built out
within ten years after grant of the license. VoiceStream cannot assure you that
its licenses will be renewed.

VoiceStream must obtain a number of authorizations and permits from,
and is subject to regulation by, certain federal, state and local governments.
Certain operating costs are also affected by governmental actions that are
beyond VoiceStream's control. VoiceStream cannot assure you that it will be able
to obtain and retain all necessary governmental authorizations and permits.
VoiceStream's failure to do so could negatively affect its existing operations
and delay or prohibit proposed operations.

The wireless communications industry is also subject to continually
evolving regulation regarding issues such as the effect of wireless
communications equipment on medical equipment and devices, cancer, and the
interference between types of wireless systems. VoiceStream may be required to
modify its business plans or operations as new regulations arise. VoiceStream
cannot assure you that it will be able to do so in a cost effective manner, if
at all.

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VOICESTREAM'S LOSS OF ANY MEMBER OF ITS MANAGEMENT TEAM COULD AFFECT ITS
FINANCIAL PERFORMANCE

VoiceStream is dependent on the services of current management,
including Mr. John W. Stanton as Chairman of the Board and Chief Executive
Officer. Losing the services of Mr. Stanton or other members of management could
have a significant negative effect on VoiceStream's business. Qualified
replacements may be difficult or impossible to find or retain. An event of
default under VoiceStream's credit facility will occur if Mr. Stanton (or a
suitable replacement) is not the Chairman of VoiceStream's Board of Directors.

VOICESTREAM MUST RECEIVE DISTRIBUTIONS FROM ITS SUBSIDIARIES IN ORDER TO SERVICE
ITS DEBT

VoiceStream is a holding company as all of its assets and operations
are held by or conducted through subsidiaries. Accordingly, VoiceStream relies
on dividends from its subsidiaries to service any debt which it may incur. The
payment of dividends by VoiceStream's subsidiaries and their repayment of loans
and advances are subject to statutory, contractual and other restrictions. Such
payments and repayments are also dependent upon the earnings of such
subsidiaries and are subject to various business considerations. VoiceStream's
inability to service its debt may have an adverse effect on the value of its
common stock.

RADIO FREQUENCY EMISSIONS, GSM TECHNOLOGY AND USE OF MOBILE TELEPHONES MAY POSE
HEALTH OR SAFETY CONCERNS

Media reports have suggested that certain radio frequency emissions
from wireless handsets may be linked to various health concerns, including
cancer, and may interfere with various electronic medical devices, including
hearing aids and pacemakers. Concerns over radio frequency emissions may
discourage the use of wireless handsets, which would adversely affect
VoiceStream's business.

The first phase of a university study funded by the wireless industry
found that digital technologies cause interference with hearing aids in certain
instances. In addition, an industry group has announced that it is gathering
information on possible interference by PCS standards with medical devices. The
findings of studies like these could have an adverse effect on the wireless
industry, VoiceStream's business, or the use of GSM technology. Such findings
could lead to governmental regulations that may have an adverse effect on
VoiceStream's business.

Several states have proposed or enacted legislation which would
prohibit the use and/or possession of a mobile telephone while driving an
automobile. If such legislation is adopted in a substantial number of states and
strictly enforced, it may have an adverse effect on VoiceStream's business.

CERTAIN LITIGATION COULD IMPOSE ADVERSE CONDITIONS UPON VOICESTREAM'S PCS
LICENSES

All of the PCS licenses originally auctioned by the FCC, except
certain licenses returned to the FCC, have been awarded by the FCC. Licensees
are permitted to construct their PCS systems and begin operations. FCC Orders
granting PCS licenses are final and non-appealable; however, a legal challenge
to the validity of portions of the FCC auction is before the FCC. In the event
such challenge is successful, PCS licensees could lose their licenses or have
conditions imposed on them which could negatively affect VoiceStream's business.

A TAKE-OVER OF VOICESTREAM MAY BE DIFFICULT, IRRESPECTIVE OF WHETHER IT IS
BENEFICIAL TO VOICESTREAM SHAREHOLDERS

As of May 3, 1999, certain principal shareholders of VoiceStream,
including certain officers and directors of VoiceStream, beneficially own
approximately 55,116,039 shares of outstanding VoiceStream common stock,
which represent approximately 60% of the outstanding shares of the VoiceStream

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common stock. Such shareholders are also parties to a voting agreement. The
voting agreement provides that these shareholders agree to vote their shares for
each other's designees, subject to certain ownership requirements, and that they
will be able to control the election of the entire board of directors. This
anticipated voting control and certain provisions of Washington law affecting
acquisitions and business combinations applicable to VoiceStream may discourage
certain transactions involving an actual or potential change of control of
VoiceStream, including transactions in which VoiceStream shareholders might
receive a premium for their shares over the then-prevailing market price. Such
voting control and provisions of Washington law may also have a depressive
effect on the market price for VoiceStream common stock.

VOICESTREAM'S OPERATIONS MAY BE HARMED IF VOICESTREAM'S OR ITS VENDORS' COMPUTER
PROGRAMS DO NOT FUNCTION PROPERLY IN THE YEAR 2000

VoiceStream, like most owners of computer software, will be required
to modify significant portions of its software so that it will function properly
in the year 2000. Any of VoiceStream's, or its vendors', computer programs that
have date-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. VoiceStream is currently remediating its critical
systems to address the year 2000 issue. Critical systems are those whose failure
poses a risk of disruption to VoiceStream's ability to provide wireless
services, to collect revenues, to meet safety standards, or to comply with legal
requirements. VoiceStream expects to incur internal staff costs as well as
consulting and other expenses related to infrastructure and facilities
enhancements necessary to prepare the systems for the year 2000. VoiceStream
cannot assure you that the remediation of its critical systems will be complete
by the year 2000. Much of VoiceStream's technology, including technology
associated with its critical systems, is purchased from third parties.
VoiceStream is dependent on those third parties to assess the impact of the year
2000 issue on the technology and services they supply and to take any necessary
corrective action. VoiceStream's plan includes obtaining letters from all third
parties to determine whether they have accurately assessed the problem and taken
corrective action. VoiceStream cannot assure you that these third parties will
have taken the necessary corrective action prior to the year 2000.

TO EXPAND, VOICESTREAM MUST RELY ON JOINT VENTURES THAT IT DOES NOT CONTROL

Because of the scarcity of available PCS licenses covering U.S. urban
markets, VoiceStream is in large part required to rely on joint ventures that it
does not control in order to expand. There can be no assurance that VoiceStream
will be able to find acceptable joint venture partners, and, due to the lack of
control, there can be no assurance that any such joint venture will operate in a
manner that increases the value of VoiceStream's business.

THIS PROSPECTUS INCLUDES FORWARD-LOOKING STATEMENTS AND WE CAUTION YOU NOT TO
PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS

This Prospectus contains statements that are not based on historical
fact, including the words "believes," "anticipates," "intends," "expects" and
similar words. These statements constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, events or developments to be
significantly different from any future results, events or developments
expressed or implied by such forward-looking statements. Such factors include:

- general economic and business conditions, both nationally and in the
regions in which VoiceStream operates;
- technology changes;
- competition;
- changes in business strategy or development plans;
- VoiceStream's potentially high level of debt;
- the ability to attract and retain qualified personnel;

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- existing governmental regulations and changes in, or the failure to
comply with, governmental regulations;
- liability and other claims asserted against VoiceStream;
- VoiceStream's ability and the ability of its third-party suppliers to
take corrective action in a timely manner with respect to the Year
2000 issue; and
- other factors referenced in VoiceStream's Form 10/A (Commission file
No. 0-25441) and incorporated in this prospectus by reference.

Given these uncertainties, VoiceStream cautions prospective investors not
to place undue reliance on such forward-looking statements. VoiceStream
disclaims any obligation to update any such factors or to publicly announce any
revisions to any of the forward-looking statements contained herein to reflect
future results, events or developments.

WHERE YOU CAN FIND MORE INFORMATION

- - GOVERNMENT FILINGS. We file annual, quarterly and special reports and
other information with the Securities and Exchange Commission. You may
read and copy any document that we file at the SEC's public reference
rooms in Washington, D.C., New York, New York, and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to you free of
charge at the SEC's web site at http://www.sec.gov.

- - STOCK MARKET. The common stock is quoted on the Nasdaq National Market.
Material filed by VoiceStream can be inspected at the offices of the
National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C.
20006.

- - INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to "incorporate
by reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede previously filed information, including
information contained in this prospectus.

We incorporate by reference our Form 10/A (Commission File No. 0-25441)
filed with the Commission April 13, 1999 and any filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus and prior to the
termination of offering of the shares offered hereby.

You may request free copies of these filings as they become available by
writing or telephoning us at VoiceStream's principal executive offices at
the following address:

VoiceStream Wireless Corporation
3650 131st Ave. S.E.
Bellevue, Washington 98006
(425) 653-4600
Attention: Investor Relations Department

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

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THE COMPANY

VoiceStream provides personal communications services ("PCS") under
the VoiceStream(R) brand name in 11 urban markets Denver, Seattle/Tacoma,
Phoenix/Tucson, Portland, Salt Lake City, Des Moines, Oklahoma City, Honolulu,
El Paso, Albuquerque and Boise - and is currently constructing systems in San
Antonio and Austin. VoiceStream holds 107 broadband PCS licenses covering
approximately 62.6 million persons. VoiceStream served 322,400 PCS subscribers
at December 31, 1998, representing an increase of 151.0% from December 31, 1997.

VoiceStream was an 80.1% subsidiary of Western Wireless Corporation
until May 3, 1999 when Western Wireless "spun-off" to its shareholders all
VoiceStream common stock which it owned. Due to this spin-off transaction,
VoiceStream and Western Wireless are now separate and independent companies;
however, they do share some management and general services.

For further information regarding VoiceStream's business and the
spin-off transaction, please see our registration statement on Form 10/A which
we filed with the SEC. See page 1 of this prospectus to find out where you can
find the Form 10/A.

USE OF PROCEEDS

VoiceStream will not receive any of the proceeds from Goldman Sachs'
market-making transactions.

PLAN OF DISTRIBUTION

Goldman Sachs may use this prospectus in connection with offers and
sales related to market-making transactions in shares of the common stock.
Goldman Sachs may act as principal or agent in such transactions, including as
agent for the counterparty when acting as principal or agent for both
counterparties, and may receive compensation in the form of discounts and
commissions, including from both counterparties when they act as agent for both
such parties. Such sales will be made at prevailing market prices at the time of
sale, at prices related to prevailing market prices or at negotiated prices.

As of the date of the spin-off, The Goldman Sachs Group, L.P. may be
deemed to be the owner of 9,799,029 shares of common stock, which consist of (i)
8,986,738 shares held of record by GS Capital Partners, L.P. ("GS Capital"),
(ii) 470,401 shares held of record by Stone Street Fund 1992, L.P. ("Stone
Street"), (iii) 273,069 shares held of record by Bridge Street Fund 1992, L.P.
("Bridge Street") and (iv) 68,821 shares held of record by The Goldman Sachs
Group, L.P. ("GS Group," and, with GS Capital, Stone Street and Bridge Street,
the "Goldman Sachs Entities"). Each of GS Capital, Stone Street and Bridge
Street is an investment limited partnership, the general partner, the managing
general partner or the managing partner of which is an affiliate of GS Group.
GS Group disclaims beneficial ownership of shares held by such investment
partnerships to the extent partnership interests in such partnerships are held
by persons other than GS Group or its affiliates. Each of such investment
partnerships shares voting and investment power with certain of its respective
affiliates. The shares above do not include shares of common stock owned by
Goldman Sachs as of the date of the spin-off, which were received by
Goldman Sachs in the spin-off with respect to shares of common stock of Western
Wireless that were acquired in the ordinary course of market-making
transactions, or shares of common stock received by Goldman Sachs in the
spin-off with respect to shares of common stock of Western Wireless that were
held in managed accounts as of the date of the spin-off, for which Goldman Sachs
exercises voting or investment authority, or both. GS Group disclaims beneficial
ownership of the shares held in such managed accounts.

Terence M. O'Toole, a Managing Director of Goldman Sachs, has vested
options to acquire 250 shares of VoiceStream common stock, which options are
held for the benefit of the GS Group. Mr. O'Toole disclaims beneficial
ownership of shares that may be deemed to be beneficially owned by the GS Group
except to the extent of his pecuniary interest therein. Mr. O'Toole has been a
director of VoiceStream since February 1999. Mr. O'Toole was elected a director
of VoiceStream pursuant to a voting agreement among the Goldman Sachs Entities,
Hellman & Friedman and certain of its affiliates (the "Hellman &

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<PAGE> 10

Friedman Entities"), John W. Stanton, Chairman and Chief Executive Officer of
VoiceStream, and Theresa E. Gillespie, Mr. Stanton's wife, and certain of their
affiliates (collectively, the "Stanton Entities"), Providence Media Partners
L.P. ("Providence") and Hutchison Telecommunications (USA) Limited and certain
of its affiliates (the "Hutchison Entities").

Such voting agreement provides, among other things, that the parties
thereto shall vote their shares of common stock for the election of 10 members
designated as follows:

(i) Mr. Stanton, so long as he is the Chief Executive
Officer of Voice Stream or he beneficially owns 4,500,000 shares of
common stock;

(ii) so long as the Hellman & Friedman Entities
beneficially own at least (A) 9,800,000 shares of common stock, two
persons designated by the Hellman & Friedman Entities or (B)
4,500,000 shares of common stock, one person designated by the
Hellman & Friedman Entities;

(iii) so long as the Hutchison Entities beneficially own at
least (A) 9,800,000 shares of common stock, two persons designated by
the Hutchison Entities or (B) 4,500,000 shares of common stock, one
person designated by the Hutchison Entities;

(iv) so long as the Goldman Sachs Entities beneficially own
at least 4,500,000 shares of common stock, one person designated by
Goldman Sachs;

(v) so long as the Stanton Entities and Providence
collectively beneficially own at least 4,500,000 shares of common
stock, one person designated by majority vote of the Stanton Entities
and Providence (such designee being in addition to Mr. Stanton if he
is then serving on the VoiceStream board of directors).

Mr. O'Toole was designated by Goldman Sachs pursuant to
that agreement.

We have been advised by Goldman Sachs that, subject to applicable
laws and regulations, Goldman Sachs currently intends to make a market in the
shares of common stock. However, they are not obligated to do so and they may
interrupt or discontinue their market-making activities at any time without
notice. In addition, such market-making activity will be subject to the limits
imposed by the Securities Act of 1933 and the Securities Exchange Act of 1934.
There can be no assurance that an active trading market in the common stock will
be developed or sustained.

Goldman Sachs may not confirm sales to any accounts over which they
exercise discretionary authority without the prior specific written approval by
the customer.

The common stock is quoted on the Nasdaq National Market under the
symbol VSTR.

Settlement of the common stock will be made in immediately available
funds, and all secondary trading will settle in immediately available funds.

VoiceStream has agreed to indemnify Goldman Sachs against certain
liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Preston Gates & Ellis LLP, Seattle, Washington, is giving an opinion
regarding the validity of the shares of common stock being offered by this
prospectus. As of the date of this prospectus, attorneys in Preston Gates &
Ellis LLP who have worked on substantive matters for VoiceStream own fewer than
30,000 shares of common stock.

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EXPERTS

The financial statements and schedule included in VoiceStream's Form
10/A have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto. VoiceStream incorporates
these financial statements by reference into this prospectus and into the
registration statement in reliance upon the authority of Arthur Andersen LLP as
experts in giving said report.

[Remainder of Page Intentionally Left Blank]

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================================================================================

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Risk Factors ...................................................... 7
Where You Can Find More
Information ....................................................... 6
The Company ....................................................... 7
Use of Proceeds ................................................... 7
Plan of Distribution .............................................. 7
Legal Matters ..................................................... 8
Experts ........................................................... 9
</TABLE>

VOICESTREAM
WIRELESS
CORPORATION

COMMON STOCK

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

[INSERT VOICESTREAM LOGO]

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

GOLDMAN, SACHS & CO.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, incurred by VoiceStream in connection
with the sale and distribution of the Common Stock in which Goldman Sachs will
make a market:

================================================================================

<PAGE> 13

<TABLE>
<S> <C>
SEC Registration Fee.......................... $ 0
Legal Fees and Expenses....................... 6,000
Printing Expenses............................. 5,000
Auditor's Fees and Expenses................... 1,000
Miscellaneous Expenses........................ 4,000
--------
Total.................................... $ 16,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 23B.08.510 of the Revised Code of Washington authorizes
Washington corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. VoiceStream's Articles of Incorporation and Bylaws require
indemnification of VoiceStream's officers and directors to the fullest extent
permitted by Washington law. VoiceStream also maintains directors' and officers'
liability insurance.

VoiceStream's Bylaws and Articles of Incorporation provide that
VoiceStream shall, to the full extent permitted by the Washington Business
Corporation Act of the State of Washington, as amended from time to time,
indemnify all directors and officers of VoiceStream. In addition, VoiceStream's
Articles of Incorporation contains a provision eliminating the personal
liability of directors to VoiceStream or its shareholders for monetary damages
arising out of a breach of fiduciary duty. Under Washington law, this provision
eliminates the liability of a director for breach of fiduciary duty but does not
eliminate the personal liability of any director for (i) acts or omissions of a
director that involve intentional misconduct or a knowing violation of law, (ii)
conduct in violation of Section 23B.08.310 of the Revised Code of Washington
(which section relates to unlawful distributions), or (iii) any transaction from
which a director personally received a benefit in money, property or services to
which the director was not legally entitled.

VoiceStream has entered into separate indemnification agreements with
each of its directors and executive officers.

II-2

<PAGE> 14

ITEM 16. LIST OF EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE NO. OR
FOOTNOTE
<S> <C> <C>
3.1 -- Amended and Restated Articles of Incorporation of the Registrant.................... (1)
3.2 -- Bylaws of the Registrant............................................................ (1)
5.1 -- Opinion of Preston Gates & Ellis LLP................................................ (2)
23.1 -- Consent of Arthur Andersen LLP...................................................... (2)
23.2 -- Consent of Preston Gates & Ellis LLP ............................................... (3)
24.1 -- Powers of Attorney.................................................................. (2)
</TABLE>

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

(1) Incorporated herein by reference to the exhibit filed with VoiceStream's
Registration Statement on Form 10/A (Commission File No. 0-25441).

(2) Attached hereto.

(3) See Exhibit 5.1

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;

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

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

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

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

II-3

<PAGE> 15

(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

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

II-4
<PAGE> 16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Bellevue, state of Washington, on this 3rd day of
May, 1999.

VOICESTREAM WIRELESS CORPORATION

By /s/ JOHN W. STANTON
------------------------------------
John W. Stanton
Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan R. Bender, his attorney-in-fact, for
him in any and all capacities, to sign any amendments to this registration
statement, and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute, may
do or cause to be done by virtue hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 3, 1999 by the following
persons in the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ JOHN W. STANTON Chairman, Chief Executive Officer and
------------------------------------ Director (Principal Executive Officer)
John W. Stanton

* President and Director
------------------------------------
Robert R. Stapleton

* Vice Chairman and Director
------------------------------------
Donald Guthrie

/s/ CREGG B. BAUMBAUGH Executive Vice President - Finance,
------------------------------------ Strategy and Development
Cregg B. Baumbaugh (Principal Financial Officer)

/s/ PATRICIA L. MILLER Vice President, Controller and Principal
------------------------------------ Accounting Officer
Patricia l. Miller

* Director
------------------------------------
John L Bunce, Jr.

* Director
------------------------------------
Mitchell R. Cohen

* Director
------------------------------------
Daniel J. Evans
</TABLE>

II-5
<PAGE> 17

<TABLE>
<S> <C>
* Director
------------------------------------
Canning Fok

* Director
------------------------------------
Jonathan M. Nelson

* Director
------------------------------------
Terence M. O'Toole

* Director
------------------------------------
Hans R. Snook

* By /s/ ALAN R. BENDER
-------------------------------
Alan R. Bender
Attorney-in-Fact
</TABLE>

II-6
<PAGE> 18

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE NO. OR
FOOTNOTE
<S> <C> <C>
3.1 -- Amended and Restated Articles of Incorporation of the Registrant....................... (1)
3.2 -- Bylaws of the Registrant............................................................... (1)
5.1 -- Opinion of Preston Gates & Ellis LLP................................................... (2)
23.1 -- Consent of Arthur Andersen LLP......................................................... (2)
23.2 -- Consent of Preston Gates & Ellis LLP .................................................. (3)
24.1 -- Powers of Attorney .................................................................... (2)
</TABLE>

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

(1) Incorporated herein by reference to the exhibit filed with VoiceStream's
Registration Statement on Form 10/A (Commission File No. 0-25441).

(2) Attached hereto.

(3) See Exhibit 5.1

<PAGE> 1
Exhibit 5.1

Opinion and Consent of Counsel

May 4, 1999

VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Bellevue, Washington 98006

Re: Registration Statement on Form S-3 of VoiceStream
Wireless Corporation

Ladies and Gentlemen:

We have acted as counsel to VoiceStream Wireless Corporation (the
"Company") in connection with the filing of the above-referenced Registration
Statement (the "Registration Statement") relating to the registration of shares
(the "Shares") of Common Stock, no par value per share, of the Company that may
be sold by Goldman, Sachs & Co. in connection with certain market-making
transactions.

In connection therewith, we have reviewed the Company's Articles of
Incorporation, Bylaws and minutes of appropriate meetings, and we are familiar
with the proceedings to date with respect to the Plan and the proposed issuance
and sale of the Shares and have examined such records, documents and questions
of law, and have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion.

Based on the foregoing, it is our opinion that:

1. The Company is duly incorporated and validly existing under the
laws of the State of Washington.

2. The Shares will be legally issued, fully paid and non-assessable
under the Washington Business Corporation Act when certificates representing the
Shares shall have been duly executed, countersigned and registered and duly
delivered to the purchasers thereof against payment of the agreed consideration
therefor.

We do not find it necessary for the purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of the Shares.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.

Very truly yours,

PRESTON GATES & ELLIS LLP

By /s/ G. Scott Greenburg
G. Scott Greenburg

<PAGE> 1

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 18, 1999 included in VoiceStream Wireless Corporation's Form 10/A
(Commission File No. 0-25441) and to all references to our Firm included in this
registration statement.

/s/ Arthur Andersen LLP
Seattle, Washington
May 3, 1999

<PAGE> 1

Exhibit 24.1

Power of Attorney

The undersigned, a Director and/or Officer of VoiceStream Wireless Corporation,
a Washington corporation (the "Company"), does hereby constitute and appoint
Alan Bender and John Stanton his or her true and lawful attorneys and agents,
each with full power and authority (acting alone and without the other) to
execute in the name and on behalf of the undersigned as such Director and/or
Officer, a Registration Statement on Form S-3 under the Securities Act of 1933,
as amended, with respect to a market maker prospectus, and to execute any and
all amendments to such Registration Statement, whether filed prior or subsequent
to the time such Registration Statement becomes effective. The undersigned
hereby grants unto such attorneys and agents, and each of them, full power of
substitution and revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by virtue of these
presents.