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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

OR

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

FOR THE TRANSITION PERIOD FROM ____________ TO ____________.

COMMISSION FILE NUMBER 000-29667

VOICESTREAM WIRELESS CORPORATION

(425) 378-4000

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

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title		Shares Outstanding as of August 1, 2002
Common Stock, par value $.000001 per share			269,738,185

     This registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.

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VOICESTREAM WIRELESS CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2002

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				Page
PART I — FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001			3
		Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2002, for the period from April 1, 2001 through May 31, 2001 and the one month ended June 30, 2001, and for the five months ended May 31, 2001 and the one month ended June 30, 2001			4
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and for the five months ended May 31, 2001 and the one month ended June 30, 2001			5
		Notes to Condensed Consolidated Financial Statements			6
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Abbreviated pursuant to General Instruction H(2).)				12
PART II — OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS				20
	ITEM 2. CHANGES IN SECURITIES				20
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES				20
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS				20
	ITEM 5. OTHER INFORMATION				20
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K				20
SIGNATURES					21

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VOICESTREAM WIRELESS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share and per share amounts)

				June 30,				December 31,
				2002				2001
				(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	21,811			$	—
	Accounts receivable, net of allowance for doubtful accounts of $128,775 and $119,794, respectively				613,381				602,767
	Inventory				154,481				153,432
	Other current assets including FCC license deposits				204,965				308,528
		Total current assets			994,638				1,064,727
Property and equipment, net of accumulated depreciation of $770,171 and $384,372, respectively					3,753,196				3,390,103
Goodwill					16,286,755				16,265,790
Licensing costs					19,148,423				18,791,696
Other intangible assets, net of accumulated amortization of $341,819 and $184,057, respectively					537,811				695,573
Investments in and advances to unconsolidated affiliates					1,196,542				994,976
Other assets and investments					73,966				37,055
				$	41,991,331			$	41,239,920
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
	Accounts payable			$	181,505			$	198,530
	Accrued liabilities				662,255				647,590
	Deferred revenue				93,070				75,996
	Construction accounts payable				191,865				348,600
		Total current liabilities			1,128,695				1,270,716
Long-term debt					1,636,313				1,861,518
Long-term notes payable to affiliates					5,900,777				4,110,393
Deferred tax liabilities					6,852,959				3,565,286
Other long-term liabilities					2,632				24,336
		Total long-term liabilities			14,392,681				9,561,533
Minority interest in equity of consolidated subsidiaries					8,725				51,287
Voting preferred stock; $0.001 par value; 100,000,000 shares authorized; 3,906,250 shares issued and outstanding					5,000,000				5,000,000
Commitments and contingencies (see Note 6)
Shareholder’s equity:
	Common stock, $0.000001 par value, and paid-in capital; 1.0 billion shares authorized, 269,738,185 shares issued and outstanding				26,851,821				26,851,821
	Deferred stock compensation				(28,465	)			(35,891	)
	Accumulated other comprehensive income (loss)				(142	)			655
	Accumulated deficit				(5,361,984	)			(1,460,201	)
		Total shareholder’s equity			21,461,230				25,356,384
				$	41,991,331			$	41,239,920

See accompanying notes to condensed consolidated financial statements.

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VOICESTREAM WIRELESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(dollars in thousands)
(unaudited)

				Three month periods														Six month periods
								June 1, 2001						April 1, 2001								June 1, 2001						January 1,
				Three months				through						through				Six months				through						2001 through
				ended June 30,				June 30,						May 31,				ended June 30,				June 30,						May 31,
				2002				2001						2001				2002				2001						2001
Revenues:
	Post pay revenues			$	849,247			$	183,224					$	368,464			$	1,578,435			$	183,224					$	868,667
	Prepaid revenues				91,991				34,763						64,984				204,208				34,763						158,893
	Roaming revenues				56,321				16,850						29,113				106,639				16,850						73,128
	Equipment sales				126,147				33,642						68,525				226,149				33,642						150,958
	Affiliate and other revenues				18,991				10,245						7,428				42,833				10,245						18,922
		Total revenues			1,142,697				278,724						538,514				2,158,264				278,724						1,270,568
Operating expenses:
	Cost of service (excludes stock-based compensation of $891, $297, $244, $1,782, $297 and $610, respectively)				215,308				70,550						122,410				431,511				70,550						286,897
	Cost of equipment sales				200,493				62,161						107,135				384,864				62,161						265,629
	General and administrative (excludes stock-based compensation of $2,079, $449, $813, $4,159, $449 and $2,298, respectively)				278,000				94,675						191,368				553,278				94,675						466,641
	Sales and marketing (excludes stock-based compensation of $743, $248, $203, $1,485, $248 and $508, respectively)				322,359				102,171						185,547				618,818				102,171						466,513
	Depreciation and amortization				263,852				225,804						228,238				528,775				225,804						559,409
	Stock-based compensation				3,713				994						1,260				7,426				994						3,416
		Total operating expenses			1,283,725				556,355						835,958				2,524,672				556,355						2,048,505
Operating loss					(141,028	)			(277,631	)					(297,444	)			(366,408	)			(277,631	)					(777,937	)
Other income (expense):
	Interest and financing expense				(60,487	)			(39,433	)					(88,826	)			(109,268	)			(39,433	)					(224,471	)
	Equity in net losses of unconsolidated affiliates				(95,209	)			(4,789	)					(20,561	)			(122,767	)			(4,789	)					(63,477	)
	Interest income and other, net				17,367				1,791						6,813				17,678				1,791						35,968
	T-Mobile merger related costs				—				(477	)					(102,271	)			—				(477	)					(118,885	)
	Accretion of preferred stock of consolidated subsidiary				—				—						—				—				—						(4,699	)
		Total other income (expense)			(138,329	)			(42,908	)					(204,845	)			(214,357	)			(42,908	)					(375,564	)
Net loss before income taxes					(279,357	)			(320,539	)					(502,289	)			(580,765	)			(320,539	)					(1,153,501	)
Income tax benefit (expense)					(16,889	)			101,256						—				(3,321,018	)			101,256						—
Net loss					(296,246	)			(219,283	)					(502,289	)			(3,901,783	)			(219,283	)					(1,153,501	)
Other comprehensive income (loss):
	Foreign currency translation adjustment				1,977				—						(4,308	)			(533	)			—						(8,013	)
	Equity in unrealized income on investment in securities held by unconsolidated affiliate				744				—						791				17				—						21,727
	Net unrealized income (loss) on available-for- sale securities				(179	)			—						(139	)			(281	)			—						15,333
		Total other comprehensive income (loss)			2,542				—						(3,656	)			(797	)			—						29,047
Comprehensive loss				$	(293,704	)		$	(219,283	)				$	(505,945	)		$	(3,902,580	)		$	(219,283	)				$	(1,124,454	)

See accompanying notes to condensed consolidated financial statements.

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VOICESTREAM WIRELESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)

						Six months				June 1, 2001						January 1, 2001
						ended June 30,				through June 30,						through May 31,
						2002				2001						2001
Operating activities:
	Net loss					$	(3,901,783	)		$	(219,283	)				$	(1,153,501	)
	Adjustments to reconcile net loss to net cash used in operating activities:
			Depreciation and amortization				528,775				225,804						559,409
			Income tax expense (benefit)				3,321,018				(101,256	)					—
			Amortization of debt discount and premium, net				10,045				610						22,783
			Equity in net losses of unconsolidated affiliates				122,767				4,789						63,477
			Stock-based compensation				7,426				994						3,416
			Allowance for bad debts				8,981				(2,053	)