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: October 26, 2001
                Date of earliest event reported: October 16, 2001

                               TeleCorp PCS, Inc.
               (Exact Name of Registrant as Specified in Charter)




      Delaware                         000-31941                 54-1872248
--------------------------------------------------------------------------------
(State or Other Jurisdiction of       (Commission              (IRS Employer
Incorporation)                        File Number)           Identification No.)




               1010 N. Glebe Road, Suite 800, Arlington, VA 22201
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)




       Registrant's telephone number, including area code: (703) 236-1100
                                                           --------------




                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address if Changed Since Last Report)



Item 5.  Other Events.

      On October 7, 2001, TeleCorp PCS, Inc., a Delaware corporation
("TeleCorp") entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with AT&T Wireless Services, Inc., a Delaware corporation ("AWS")
and TL Acquisition Corp., a direct wholly-owned subsidiary of AWS ("Merger
Sub"). Pursuant to the Merger Agreement, the Merger Sub shall be merged with and
into TeleCorp with TeleCorp continuing as the surviving corporation and becoming
a wholly-owned subsidiary of AWS (the "Merger"). The Merger is subject to, among
other things, regulatory approval and approval by TeleCorp's stockholders.

      In connection with the Merger Agreement, holders representing in excess of
50% of the voting power of TeleCorp have entered into voting agreements which
provide for, among other matters, voting their shares in favor of the
transactions contemplated by the Merger Agreement.

      On October 16, 2001 and October 19, 2001, separate purported class action
lawsuits were filed against TeleCorp, certain of its directors and AWS in
connection with the proposed merger (the "New Stockholder Claims").
Additionally, on October 18, 2001, an amended complaint for a purported class
action lawsuit was filed against TeleCorp, certain of its directors and AWS in
connection with the proposed merger (together with the New Stockholder Claims,
the "Stockholder Claims"). The Stockholder Claims allege, among other things,
that the directors of TeleCorp breached their fiduciary duties, and certain
other duties, to TeleCorp stockholders by entering into the Merger Agreement and
seek various forms of relief, including an injunction against consummation of
the Merger, rescinding the Merger if the same is consummated prior to a final
judgment on the Stockholder Claims and compensatory damages and costs. TeleCorp
does not believe that the Stockholder Claims have merit.

      The following two complaints were each filed in the Court of Chancery in
the State of Delaware in and for New Castle County:

      1.  Larry Simons, et al. v. Gerald T. Vento, Thomas H. Sullivan, William
          H. Mounger, Scott I. Anderson, Michael Benson, Alexander P. Coleman,
          William H. Hague, Michael R. Hannon, Rohit M. Desai, Ann K. Hall,
          James M. Hoak, Jr., David A. Jones, Jr., Kevin J. Shepherd and
          TeleCorp PCS, Inc. (filed on October 16, 2001).

      2.  Roger Sprigle, et al. v. Gary C. Wendt, William M. Mounger, II, Mary
          Hawkins-Key, Michael Schwartz, James M. Hoak, Jr., Michael R. Hannon,
          Scott I. Anderson, William A. Kussell, Rohit M. Desai, Thomas H.
          Sullivan, Gerald T. Vento, AT&T Wireless Services Inc. and TeleCorp
          PCS, Inc. (filed on October 19, 2001).

      The following amended complaint was filed in the Court of Chancery in the
State of Delaware in and for New Castle County:

      1.  Matilda Schulman, et al. v. Gerald T. Vento, Thomas H. Sullivan,
          William T. Mounger, II, Scott I. Anderson, Michael Benson, William W.
          Hague, Michael R. Hannon, Rohit M. Desai, Ann K. Hall, James M. Hoak,
          Jr., David A. Jones, Jr., Kevin J. Shepherd, Gary C. Wendt, TeleCorp
          PCS, Inc. and AT&T Wireless Services, Inc. (filed on October 18,
          2001).

      The foregoing descriptions of the complaints for the Stockholder Claims
are qualified in their entirety by reference to the complaints, copies of which
are filed as Exhibits 99.1 through 99.3 hereto and such Exhibits are
incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.

         (c)   The following exhibits are filed with this report:


Exhibit Number          Description

      99.1              Simons Complaint, dated October 16, 2001

      99.2              Sprigle Complaint, dated October 19, 2001

      99.3              Schulman Amended Complaint, dated October 18, 2001








                                   SIGNATURES

      Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

TeleCorp PCS, Inc.





/s/ Thomas H. Sullivan
--------------------------
Thomas H. Sullivan
Executive Vice President and
Chief Financial Officer

Date:  October 26, 2001






                                  EXHIBIT INDEX




Exhibit No.             EXHIBIT
-----------             -------

99.1              Simons Complaint, dated October 16, 2001

99.2              Sprigle Complaint, dated October 19, 2001

99.3              Schulman Amended Complaint, dated October 18, 2001