SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 8-K

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

Date of report (Date of earliest event reported):  April 3, 2001

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

         Delaware                   000-27901                 54-1872248
         --------                   ---------                 ----------
      (State or Other              (Commission               (IRS Employer
       Jurisdiction                File Number)           Identification No.)
     of Incorporation)

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

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

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



Item 9.  Regulation FD Disclosure

     On April 3, 2001, TeleCorp PCS, Inc. ("TeleCorp") entered into a revised
commitment with Lucent Technologies Inc. ("Lucent") relating to the $425.0
million gross proceeds of notes as described in a press release filed by
TeleCorp as an exhibit to its Form 8-K dated March 15, 2001. Subject to the
terms and conditions of the revised commitment, Lucent has agreed to purchase
$171.3 million principal amount at maturity of notes for $100.0 million on or
about April 6, 2001. These notes will accrete in value until April 15, 2006 and
at that time, cash interest will begin to accrue on the notes at a rate of 11%
per annum, compounded semi-annually. Lucent has also agreed to purchase
additional 11% senior subordinated discount notes due 2011 (the "October Notes")
on or about October 1, 2001 for $100.0 million at a yield to maturity of 11%.
The issuance of the October Notes will be conditioned on, among other things,
that there be no event of default in existence relating to TeleCorp's or its
subsidiaries' debt that amounts to more than $100.0 million, that TeleCorp not
be in default under a certain equipment procurement contract between TeleCorp
Wireless, Inc. (the "Company") and Lucent and that TeleCorp execute an exchange
and registration rights agreement substantially in the form as that agreed upon
by the parties. Finally, as part of this revised commitment, subject to the same
conditions as the issuance of the October Notes, Lucent has agreed, at any time
after October 1, 2001 and from time to time thereafter through May 13, 2002, to
purchase senior subordinated discount notes due 2011 that would yield aggregate
gross proceeds to TeleCorp of up to $225.0 million (less amounts issued by the
Company pursuant to the commitment described below). The yields at which these
notes would be issued to Lucent would be the lesser of 12% and 25 basis points
below the average of the last sale yield of the Company's 11 5/8% senior
subordinated discount notes due 2009 over the five trading days prior to the
date on which TeleCorp gives notice to Lucent of the issuance of these notes.

     Additionally, in connection with the revised commitment, Lucent has agreed
to extend their commitment to purchase up to $75.0 million principal amount of
series A increasing rate notes and series B increasing rate notes from the
Company at a price equal to the principal amount of these notes. Lucent's
obligation to purchase these series A increasing rate notes and series B
increasing rate notes will expire on October 31, 2001 and October 31, 2002,
respectively, and will be reduced dollar-for-dollar for every dollar of gross
proceeds in excess of $350.0 million received by TeleCorp from the sale of its
senior subordinated discount notes due 2011 described above. If the Company
issues these notes prior to October 31, 2001, one-half of these notes would be
series A increasing rate notes and one-half would be series B increasing rate
notes. If TeleCorp issues these notes on or after October 31, 2001, all of the
notes will be series B increasing rate notes. For a description of the series A
increasing rate notes see the Company's registration statement on Form S-4 (File
no. 333-43596). However, in connection with this extension Lucent agreed to
amend the mandatory prepayment threshold as a result of certain equity offerings
from $198.0 million to $368.1 million. The terms of the series B increasing rate
notes are the same as the series A increasing rate notes except:

      1) the interest rate is 12 1/8;

      2) on or prior to May 11, 2004 interest will be payable in additional
      series B increasing rate notes; and

      3) the series B increasing rate notes would be mandatorily prepayable from
      the net cash proceeds of the issuance by the Company, in a public offering
      or private placement, of debt securities that are senior to the series A
      increasing rate notes and the series B increasing rate notes; such
      prepayment would not be required, however, in the case of a private
      placement (other than a Rule 144A offering) in connection with the
      financing of certain additional BTAs or MTAs or in the case of any funding
      under the Company's bank credit agreement or any replacement credit
      facility.


                                   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 hereunto duly authorized.

                                                TeleCorp Wireless, Inc.

      Date: April 3, 2001
                                                By:   /s/ Thomas H. Sullivan
                                                      ------------------------
                                                      Thomas H. Sullivan
                                                      Authorized Officer