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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2*
Name of Issuer: Voicestream Wireless Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 92861510-3
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
All share information contained in this filing, as it pertains to this
issuer, is as of May 31, 2000.
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CUSIP No.: 92861510-3 Page 2 of 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Corporation
EIN #84-0765359
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
9,619,493**
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
9,619,493**
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,619,493**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%**
12. TYPE OF REPORTING PERSON
IA, CO
** See Item 4 of this filing
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CUSIP No.: 92861510-3 Page 3 of 8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Bailey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
9,619,493**
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
9,619,493**
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,619,493**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%**
12. TYPE OF REPORTING PERSON
IN
** See Item 4 of this filing
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SCHEDULE 13G Page 4 of 8
Item 1.
(a). Name of Issuer: Voicestream Wireless Corporation ("Voicestream")
(b). Address of Issuer's Principal Executive Offices:
3650 131st Avenue S. E.
Bellevue, WA 98006
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of Persons
Filing:
(1) Janus Capital Corporation ("Janus Capital")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: Colorado
(2) Thomas H. Bailey ("Mr. Bailey")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: USA
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 92861510-3
Item 3.
Janus Capital is an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
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SCHEDULE 13G Page 5 of 8
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover pages (pp. 2-
3) on Schedule 13G is hereby incorporated by reference.
Janus Capital is a registered investment adviser which furnishes
investment advice to several investment companies registered under
Section 8 of the Investment Company Act of 1940 and individual and
institutional clients (collectively referred to herein as "Managed
Portfolios"). As a result of its role as investment adviser or sub-
adviser to the Managed Portfolios, Janus Capital may be deemed to be
the beneficial owner of the shares of Voicestream Common Stock held by
such Managed Portfolios. However, Janus Capital does not have the
right to receive any dividends from, or the proceeds from the sale of,
the securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.
Mr. Bailey owns approximately 12.2% of Janus Capital. In addition to
being a stockholder of Janus Capital, Mr. Bailey serves as President
and Chairman of the Board of Janus Capital and is filing this joint
statement with Janus Capital as a result of such stock ownership and
positions which may be deemed to enable him to exercise control over
Janus Capital. Mr. Bailey does not own of record any shares of
Voicestream Common Stock and he has not engaged in any transaction in
Voicestream Common Stock. However, as a result of his position, Mr.
Bailey may be deemed to have the power to exercise or to direct the
exercise of such voting and/or dispositive power that Janus Capital
may have with respect to Voicestream Common Stock held by the Managed
Portfolios. All shares reported herein have been acquired by the
Managed Portfolios, and Mr. Bailey specifically disclaims beneficial
ownership over any shares of Voicestream Common Stock that he or Janus
Capital may be deemed to beneficially own. Furthermore, Mr. Bailey
does not have the right to receive any dividends from, or the proceeds
from the sale of, the securities held in the Managed Portfolios and
disclaims any ownership associated with such rights.
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SCHEDULE 13G Page 6 of 8
Item 5. Ownership of Five Percent or Less of a Class
Janus Capital's Managed Portfolios, set forth in Item 4 above,
have the right to receive all dividends from, and the proceeds
from the sale of, the securities held in their respective
accounts.
This statement is being filed to report the fact that the
reporting persons have ceased to be the beneficial owners of more
than five percent of the class of securities.
These shares were acquired in the ordinary course of business,
and not with the purpose of changing or influencing control of
the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
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SCHEDULE 13G Page 7 of 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
JANUS CAPITAL CORPORATION
By /s/ Heidi J. Walter 6/8/00
Heidi J. Walter, Date
Vice President and Assistant General Counsel
THOMAS H. BAILEY
By /s/ Heidi J. Walter 6/8/00
Heidi J. Walter Date
Under Power of Attorney dated 6/5/00
On file with Schedule 13G
for Powertel, Inc. 6/8/00
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SCHEDULE 13G Page 8 of 8
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them
of a Statement on Schedule 13G (including amendments thereto) with respect to
the Common Stock of Voicestream Wireless Corporation and further agree that
this Joint Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned hereby execute this Agreement as of the
8th day of June, 2000.
JANUS CAPITAL CORPORATION
By /s/ Heidi J. Walter
Heidi J. Walter,
Vice President and Assistant General Counsel
THOMAS H. BAILEY
By /s/ Heidi J. Walter
Heidi J. Walter
Under Power of Attorney dated 6/5/00
On file with Schedule 13G
for Powertel, Inc. 6/8/00
