<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                             Commission File Number
                                    000-30761

                                 UbiquiTel Inc.
            ---------------------------------------------------------
            (Exact name of Co-Registrant as specified in its charter)


        Delaware                                         23-3017909
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

One West Elm Street, Suite 400, Conshohocken, PA           19428
------------------------------------------------         ----------
    (Address of principal executive office)              (Zip code)

                Co-Registrant's telephone number: (610) 832-3300
                                                  --------------

                             Commission File Number
                             ----------------------
                                    333-39950

                           UbiquiTel Operating Company
            ---------------------------------------------------------
            (Exact name of Co-Registrant as specified in its charter)

        Delaware                                         23-3024747
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

One West Elm Street, Suite 400, Conshohocken, PA           19428
------------------------------------------------         ----------
    (Address of principal executive office)              (Zip code)

                Co-Registrant's telephone number: (610) 832-3300
                                                  --------------

Indicate by check mark whether each of the co-registrants (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 each
co-registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                            Yes |X|    No ___

There were 81,116,465 shares of common stock, $.0005 par value, of UbiquiTel
Inc. outstanding at November 1, 2001.

There were 1,000 shares of common stock, $.01 par value, of UbiquiTel Operating
Company outstanding at November 1, 2001, all of which were owned by UbiquiTel
Inc.



                                       1
<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES

               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2001

                                      INDEX

                                                                            PAGE
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

               Consolidated Balance Sheets as of September 30, 2001
                 (unaudited) and December 31, 2000 (audited)..................4
               Consolidated Statements of Operations for the three and
                 nine months ended September 30, 2001 and 2000
                 (unaudited)..................................................5
               Consolidated Statements of Cash Flows for the nine
                 months ended September 30, 2001 and 2000 (unaudited).........6
               Notes to Consolidated Financial Statements.....................7

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.........................................14

Item 3.  Quantitative and Qualitative Disclosure About Market Risk...........23

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................24

Item 2.  Changes in Securities and Use of Proceeds...........................24

Item 3.  Defaults Upon Senior Securities.....................................24

Item 4.  Submission of Matters to a Vote of Security Holders.................24

Item 5.  Other Information...................................................26

Item 6.  Exhibits and Reports on Form 8-K....................................26

Signatures.................................................................. 27




                                       2
<PAGE>

EXPLANATORY NOTE:

The Consolidated Financial Statements included herein are that of UbiquiTel Inc.
("UbiquiTel"). The Co-Registrants are UbiquiTel and UbiquiTel Operating Company
("Operating Company"), which is a wholly-owned subsidiary of UbiquiTel and the
issuer of 14% Senior Subordinated Discount Notes due 2010 (the "Notes").
UbiquiTel has provided a full, unconditional, joint and several guaranty of
Operating Company's obligations under the Notes. UbiquiTel has no operations
separate from its investment in Operating Company. Pursuant to Rule 12h-5 of the
Securities Exchange Act, no separate financial statements and other disclosures
concerning Operating Company other than narrative disclosures and financial
information set forth in Note 6 to the Consolidated Financial Statements have
been presented herein. As used herein and except as the context otherwise may
require, the "Company," "we," "us," "our" or "UbiquiTel" means, collectively
UbiquiTel, Operating Company, VIA Wireless, LLC, and all of their consolidated
subsidiaries.





                                       3
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         UBIQUITEL INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                    DECEMBER 31, 2000
                                                                                                      (AS RESTATED-
                                                                                SEPTEMBER 30, 2001     SEE NOTE 9)
                                                                                ------------------  -----------------
                                                                                    (UNAUDITED)
<S>                                                                                 <C>                <C>
                                   ASSETS
CURRENT ASSETS:
  Cash and cash equivalents ..................................................      $  87,046          $ 147,706
  Accounts receivable, net of allowance for doubtful accounts of $2,441 at
    September 30, 2001 and $88 at December 31, 2000 ..........................         14,278              1,297
  Inventory ..................................................................          2,576                829
  Prepaid expenses and other assets ..........................................          7,616              2,350
                                                                                    ---------          ---------
      Total current assets ...................................................        111,516            152,182
PROPERTY AND EQUIPMENT, NET ..................................................        257,730             47,651
CONSTRUCTION IN PROGRESS .....................................................         13,178             72,221
RESTRICTED CASH ..............................................................           --              105,000
DEFERRED FINANCING COSTS, NET ................................................         13,929             12,244
INTANGIBLE ASSETS, NET .......................................................        145,540              4,438
GOODWILL, NET ................................................................         70,272             11,456
OTHER ASSETS .................................................................          2,878                903
                                                                                    ---------          ---------
        Total assets .........................................................      $ 615,043          $ 406,095
                                                                                    =========          =========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses ......................................      $  40,384          $  23,690
  Accrued interest ...........................................................            390                212
  Current installments of capital leases .....................................            391                 83
                                                                                    ---------          ---------
      Total current liabilities ..............................................         41,165             23,985
LONG-TERM LIABILITIES:
  Long-term debt and capital lease obligations ...............................        362,260            258,363
  Other long-term liabilities ................................................         33,272               --
                                                                                    ---------          ---------
      Total long-term liabilities ............................................        395,532            258,363
                                                                                    ---------          ---------
        Total liabilities ....................................................        436,697            282,348
                                                                                    ---------          ---------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE WARRANTS ..........................................................           --                  570
                                                                                    ---------          ---------
STOCKHOLDERS' EQUITY:
  Preferred stock, par value $0.001 per share; 10,000,000 shares authorized;
    0 shares issued and outstanding at September 30, 2001 and December 31,
    2000 .....................................................................           --                 --
  Common stock, par value $0.0005 per share; 240,000,000 shares authorized and
    81,116,465 shares issued and outstanding at September 30, 2001 and
    100,000,000 shares authorized and 63,543,604 shares issued and outstanding
    at December 31, 2000 .....................................................             41                 32
  Additional paid-in - capital ...............................................        294,653            171,771
  Accumulated deficit ........................................................       (116,348)           (48,626)
                                                                                    ---------          ---------
      Total stockholders' equity .............................................        178,346            123,177
                                                                                    ---------          ---------
        Total liabilities and stockholders' equity ...........................      $ 615,043          $ 406,095
                                                                                    =========          =========
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



                                       4
<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED           NINE MONTHS ENDED
                                                        SEPTEMBER 30,               SEPTEMBER 30,
                                                                                                  2000
                                                                                              (AS RESTATED-
                                                     2001           2000           2001         SEE NOTE 9)
                                                  ---------       ---------      ---------      ----------
                                                 (UNAUDITED)     (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
<S>                                                <C>            <C>            <C>            <C>
REVENUES:
  Service revenue ...........................      $ 27,907       $  2,940       $ 43,111       $  5,078
  Revenue from sale of handsets .............         2,755            311          4,665            473
                                                   --------       --------       --------       --------
      Total revenue .........................        30,662          3,251         47,776          5,551
COSTS AND EXPENSES:
  Cost of service and operations (exclusive
    of depreciation as shown separately
    below) ..................................        18,358          3,077         34,913          5,114
  Cost of products sold .....................         7,693            648         12,638            923
  Selling and marketing .....................        13,133          1,250         23,498          1,831
  General and administrative expenses
    excluding non-cash compensation
    charges .................................         4,217          1,880         10,176          3,868
  Non-cash compensation for general and
    administrative matters ..................            95            123            293            369
  Depreciation and amortization .............         7,905            995         14,280          1,815
                                                   --------       --------       --------       --------
      Total costs and expenses ..............        51,401          7,973         95,798         13,920
                                                   --------       --------       --------       --------
OPERATING LOSS ..............................       (20,739)        (4,722)       (48,022)        (8,369)
INTEREST INCOME .............................         1,672          4,783          8,194          8,446
INTEREST EXPENSE ............................       (10,254)        (7,647)       (27,647)       (16,256)
OTHER EXPENSE ...............................          (247)          --             (247)          --
                                                   --------       --------       --------       --------
LOSS BEFORE INCOME TAXES, EXTRAORDINARY ITEM
  AND PREFERRED STOCK DIVIDENDS .............       (29,568)        (7,586)       (67,722)       (16,179)
INCOME TAXES ................................          --             --             --             --
                                                   --------       --------       --------       --------
LOSS BEFORE EXTRAORDINARY ITEM AND PREFERRED
  STOCK DIVIDENDS ...........................       (29,568)        (7,586)       (67,772)       (16,179)
LESS: PREFERRED STOCK DIVIDENDS
  PLUS ACCRETION ............................          --             --             --          (14,601)
                                                   --------       --------       --------       --------
LOSS BEFORE EXTRAORDINARY ITEM ..............       (29,568)        (7,586)       (67,772)       (30,780)
EXTRAORDINARY ITEM--EARLY EXTINGUISHMENT
  OF DEBT ...................................          --             --             --           (4,218)
                                                   --------       --------       --------       --------
NET LOSS ....................................      $(29,568)      $ (7,586)      $(67,722)      $(34,998)
                                                   ========       ========       ========       ========
BASIC AND FULLY DILUTED NET LOSS PER SHARE OF
  COMMON STOCK:
  Loss before extraordinary item ............      $  (0.40)      $  (0.12)      $  (1.01)      $  (0.58)
  Extraordinary item ........................          --             --             --            (0.08)
                                                   --------       --------       --------       --------
  Net loss ..................................      $  (0.40)      $  (0.12)      $  (1.01)      $  (0.66)
                                                   ========       ========       ========       ========
BASIC AND FULLY DILUTED WEIGHTED-AVERAGE
  OUTSTANDING COMMON SHARES .................        73,273         63,493         66,980         52,941
                                                   ========       ========       ========       ========
</TABLE>

 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.



                                       5
<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                       NINE MONTHS ENDED
                                                                                                       SEPTEMBER 30, 2000
                                                                              NINE MONTHS ENDED          (AS RESTATED-
                                                                              SEPTEMBER 30, 2001           SEE NOTE 9)
                                                                             -------------------       ------------------
                                                                                 (UNAUDITED)              (UNAUDITED)
<S>                                                                          <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss before extraordinary item and preferred stock dividends ............      $ (67,722)                  $ (16,179)
Adjustments to reconcile net loss to net cash used in operating
  activities:
  Amortization of deferred financing costs ..............................          2,393                       1,561
  Amortization of intangible assets .....................................          2,415                         706
  Depreciation ..........................................................         11,865                       1,108
  Interest accrued on senior debt .......................................         17,847                      10,064
  Non-cash compensation from stock options granted to employees .........            293                         369
Changes in operating assets and liabilities exclusive of acquisitions and
  capital expenditures:
  Accounts receivable, net ..............................................         (9,699)                       (613)
  Inventory .............................................................         (1,071)                       (158)
  Prepaid expenses and other assets .....................................           (493)                       (775)
  Accounts payable and accrued expenses .................................          4,789                         563
                                                                               ---------                   ---------
    Net cash used in operating activities ...............................        (39,383)                     (3,354)
                                                                               ---------                   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures ..................................................       (102,956)                    (50,100)
  Purchase of Spokane market ............................................           --                       (35,507)
  Restricted cash .......................................................        105,000                     (75,000)
  Acquisition costs and cash advance, net of cash acquired from VIA
    Wireless ............................................................        (24,698)                       --
                                                                               ---------                   ---------
    Net cash used in investing activities ...............................        (22,654)                   (160,607)
                                                                               ---------                   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of convertible preferred stock subsequently
    converted to common stock ...........................................           --                        25,000
  Proceeds from issuance of senior subordinated notes and detachable
    warrants ............................................................           --                       152,277
  Repayment of long-term debt ...........................................        (75,494)                     (8,000)
  Drawings under senior secured credit facility .........................         80,000                      75,000
  Capital lease payments ................................................           (328)                        (32)
  Deferred financing costs ..............................................         (2,813)                    (12,937)
  Preferred dividend payment ............................................           --                        (1,008)
  Warrants exercised ....................................................           --                            25
  Proceeds from issuance of common stock ................................             12                     106,240
  Offering costs ........................................................           --                        (9,511)
                                                                               ---------                   ---------
    Net cash provided by financing activities ...........................          1,377                     327,054
                                                                               ---------                   ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ....................        (60,660)                    163,093
CASH AND CASH EQUIVALENTS, beginning of period ..........................        147,706                      23,959
                                                                               ---------                   ---------
CASH AND CASH EQUIVALENTS, end of period ................................      $  87,046                   $ 187,052
                                                                               =========                   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest ................................................      $  11,799                   $   5,653
  Cash paid for income taxes ............................................           --                          --
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Network assets acquired but not yet paid ..............................          7,872                      13,396
  Extraordinary item - early extinguishment of debt .....................           --                         4,218
  Preferred stock accretion .............................................           --                        13,593
  Warrants exercised ....................................................            570                        --
  Capital leases entered into ...........................................            874                        --
ASSETS AND LIABILITIES ACQUIRED IN NON-CASH
  TRANSACTION (NOTE 8):
  Assets acquired .......................................................        224,602                        --
  Liabilities assumed ...................................................         69,560                        --
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                       6
<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

The consolidated financial information as of September 30, 2001 and for the
three and nine months ended September 30, 2001 and 2000 is unaudited, but has
been prepared in accordance with generally accepted accounting principles for
interim financial information and Article 10 of Regulation S-X. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles. In the opinion of management, the interim data
includes all adjustments, consisting only of normal recurring adjustments, that
are considered necessary for fair presentation of the Company's financial
position at September 30, 2001, the Company's operations for the three and nine
months ended September 30, 2001 and 2000, and the Company's cash flows for the
nine months ended September 30, 2001 and 2000. Operating results for the three
and nine months ended September 30, 2001 are not necessarily indicative of
results that may be expected for the entire year. This financial information
should be read in conjunction with the audited financial statements and notes
thereto for the year ended December 31, 2000 of UbiquiTel which are included in
its Annual Report on Form 10-K, as amended, for the year ended December 31,
2000.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires us to make estimates and assumptions. These
estimates and assumptions affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements. These assumptions also affect the reported amounts of revenue and
expenses during the reporting periods. Actual results could differ from those
estimates and assumptions.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") approved
Statement of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS
142"). SFAS 141 prospectively prohibits the pooling of interest method of
accounting for business combinations initiated after June 30, 2001. SFAS 142
requires companies to cease amortizing goodwill that existed at June 30, 2001.
The amortization of existing goodwill will cease on December 31, 2001. Any
goodwill resulting from acquisitions completed after June 30, 2001 will not be
amortized. SFAS 142 also establishes a new method of testing goodwill for
impairment on an annual basis or on an interim basis if an event occurs or
circumstances change that would reduce the fair value of a reporting unit below
its carrying value. The adoption of SFAS 142 will result in the Company's
discontinuation of amortization of its goodwill; however, the Company will be
required to test its goodwill for impairment under the new standard beginning in
the first quarter of 2002, which could have an adverse effect on the Company's
future results of operations if an impairment occurs.

In June 1998 and June 1999, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133") and SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133." These statements require companies to record derivatives on
the balance sheet as assets or liabilities, measured at fair value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedging accounting. SFAS 133 became effective for UbiquiTel on January 1,
2001. The adoption of these statements did not have a significant impact on the
Company's financial results.



                                       7
<PAGE>

2. ORGANIZATION AND NATURE OF BUSINESS

The Company was formed for the purpose of becoming the exclusive provider of
Sprint Personal Communications Services ("PCS") in certain defined midsize and
smaller markets in the western and midwestern United States.

In October 1998, UbiquiTel L.L.C. (a Washington state limited liability
company), whose sole member was The Walter Group, entered into an agreement with
Sprint PCS for no consideration given for the exclusive rights to market
Sprint's 100% digital, 100% PCS products and services to the approximately one
million residents in the Reno/Tahoe, Nevada market. UbiquiTel L.L.C. had no
financial transactions from its inception (August 24, 1998) to September 29,
1999. On September 29, 1999, UbiquiTel Inc. (formerly "UbiquiTel Holdings,
Inc.") was incorporated in Delaware. On November 1, 1999, the Company entered
into a founders' agreement and issued common stock to a group of five
shareholders including The Walter Group. In November 1999, UbiquiTel L.L.C.
assigned all of its material contracts, including the rights to the Sprint PCS
agreements, to UbiquiTel Inc. On December 28, 1999, UbiquiTel Inc. amended its
agreement with Sprint PCS to expand the Company's markets to the Northern
California, Spokane/Montana, Southern Idaho/Utah/Nevada and Southern
Indiana/Kentucky markets, which together with the Reno/Tahoe markets, contain
approximately 7.7 million residents.

On November 9, 1999, Operating Company (a Delaware corporation, formerly a
Delaware limited liability company), was formed to serve as the operating
company for UbiquiTel Inc. Also, on March 17, 2000, UbiquiTel Leasing Company (a
Delaware corporation) was formed to serve as the leasing company for UbiquiTel
Inc.

UbiquiTel Inc. was in the development stage from September 29, 1999 through June
30, 2000. This stage was characterized by significant expenditures for the
design and construction of the wireless network and no significant operating
revenue.

On February 22, 2001, UbiquiTel entered into a merger agreement for the
acquisition of VIA Wireless, LLC, a California limited liability company and
Sprint PCS network partner ("VIA Wireless"). Upon the closing of the merger
agreement, as amended and restated, on August 13, 2001, VIA Wireless became a
wholly owned subsidiary of UbiquiTel through a series of mergers and related
transactions. In the transaction, stockholders of the members of VIA Wireless
and certain employees of VIA Wireless received in the aggregate 16,400,000
shares of UbiquiTel's common stock, and UbiquiTel assumed approximately $80.1
million of debt and incurred estimated transaction costs of $12.2 million. On
October 17, 2001, UbiquiTel sold the VIA Wireless California PCS licenses for
$50.0 million in cash, resulting in net debt assumed in the acquisition of $30.1
million. VIA Wireless is the exclusive provider of Sprint PCS digital wireless
services to the central valley of California, which covers approximately 3.4
million licensed residents. Its markets are contiguous to UbiquiTel's markets in
Northern California and include Fresno, Bakersfield and Stockton, including key
travel corridors between Los Angeles and San Francisco. On February 21, 2001, in
connection with the acquisition, UbiquiTel amended its agreement with Sprint PCS
to expand our markets to include the six VIA Wireless basic trading areas (BTAs)
included under VIA Wireless' former affiliation agreement with Sprint PCS,
including Bakersfield, Fresno, Merced, Modesto, Stockton and Visalia,
California, which went into effect at the closing of the acquisition. The
acquisition was accounted for under the purchase method of accounting. The
operating results of VIA Wireless and its subsidiary have been included in the
statement of operations from the date of acquisition.

3. BASIC AND DILUTED NET LOSS PER SHARE

UbiquiTel computes net loss per common share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"). Under
the provisions of SFAS 128, basic and diluted net loss per common share is
computed by dividing the net loss available to common shareholders for the
period by the weighted average number of shares of common stock outstanding. In
accordance with SFAS 128, incremental potential



                                       8
<PAGE>

common shares from stock options have been excluded in the calculation of
diluted loss per share since the effect would be antidilutive. Accordingly, the
number of weighted average shares outstanding as well as the amount of net loss
per share are the same for basic and diluted per share calculations for the
periods reflected in the accompanying financial statements. The basic and fully
diluted net loss per share of common stock for the nine months ended September
30, 2000 is computed on a pro forma basis to reflect the Company's initial
public offering in June 2000.

The following summarizes the securities outstanding, which are excluded from the
loss per share calculation, as amounts would have an antidilutive effect.

                            THREE MONTHS ENDED            NINE MONTHS ENDED
                               SEPTEMBER 30,                SEPTEMBER 30,
                            2001           2000          2001           2000
                         ---------      ---------      ---------      ---------
                        (UNAUDITED)    (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
Stock options ......     4,611,000      4,440,600      4,611,000      4,440,600
Warrants ...........     3,665,183      4,813,987      3,665,183      4,813,987
                         ---------      ---------      ---------      ---------
Total ..............     8,276,183      9,254,587      8,276,183      9,254,587
                         =========      =========      =========      =========

4. PROPERTY AND EQUIPMENT, AND CONSTRUCTION IN PROGRESS

Property and equipment and construction in progress consisted of the following
(in thousands):

                                          SEPTEMBER 30, 2001  DECEMBER 31, 2000
                                          ------------------  -----------------
                                              (UNAUDITED)
Land and buildings ....................        $   4,800         $    --
Network equipment .....................          255,465            46,908
Vehicles ..............................              938               497
Furniture and office equipment ........           10,421             2,275
                                               ---------         ---------
                                                 271,624            49,680
Accumulated depreciation ..............          (13,894)           (2,029)
                                               ---------         ---------
  Property and equipment, net .........        $ 257,730         $  47,651
                                               =========         =========
Construction in progress ..............        $  13,178         $  72,221

For the three and nine months ended September 30, 2001, the Company had
capitalized interest of $0.9 million and $4.6 million, respectively.

5. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt and capital lease obligations outstanding as of September 30,
2001 and December 31, 2000 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                 SEPTEMBER 30, 2001   DECEMBER 31, 2000
                                                 ------------------   -----------------
                                                     (UNAUDITED)
<S>                                                   <C>                 <C>
14% senior subordinated discount notes .........      $ 300,000           $ 300,000
  Less: Discount ...............................       (114,094)           (131,941)
  Less: Detachable warrants ....................        (13,627)            (14,826)
Senior secured credit facility .................        185,000             105,000
Lease obligations ..............................            652                 130
Building mortgage and other long-term debt .....          4,329                --
                                                      ---------           ---------
    Long-term debt and capital lease
      obligations .............................       $ 362,260           $ 258,363
                                                      =========           =========
</TABLE>



                                       9
<PAGE>

On April 11, 2000, Operating Company issued 14% senior subordinated discount
notes. See Note 6 for additional information.

On December 29, 1999, the Company executed a $25.0 million senior secured credit
agreement (the "Facility"), with Paribas, as administrative agent, and certain
banks and other financial institutions as parties thereto. No amount was drawn
under this Facility. On February 22, 2000, Operating Company received a
commitment letter from Paribas, as administrative agent, and certain banks and
other financial institutions as parties thereto for a $250.0 million senior
secured credit facility. UbiquiTel has guaranteed the credit facility which was
finalized and executed on March 31, 2000 and replaced the previous $25.0 million
Facility. The credit facility consisted of a revolving loan of up to $55.0
million, a term loan A of $120.0 million and a term loan B of $75.0 million.

On March 1, 2001, Operating Company and Paribas and the other lenders under the
senior credit facility entered into a second amendment and consent to the credit
agreement, whereby the lenders increased the $250.0 million credit facility by
$50.0 million to $300.0 million, and approved UbiquiTel's acquisition of VIA
Wireless, including Operating Company's subordinated bridge financing of up to
$25.0 million to VIA Wireless pending the closing of the transaction. See Note 8
for a description of the VIA Wireless acquisition. The additional borrowing
increased the term loan B to $125.0 million.

The revolving loan and term loan A will mature in October 2007 and the term loan
B will mature in October 2008. The term loans A and B are required to be repaid
beginning in June 2004 in fourteen and eighteen consecutive quarterly
installments, respectively. The amount of each of the quarterly consecutive
installments increases incrementally in accordance with the credit facility
agreement. The amount that can be borrowed and outstanding under the revolving
loans reduces in eight quarterly reductions of approximately $6.9 million
beginning with December 2005.

In the event Operating Company voluntarily prepays any of the term loan B, it is
required to pay a prepayment premium of 2% of the principal amount then being
repaid if such repayment occurs on or prior to March 1, 2002, and 1% of the
principal amount then being repaid after March 1, 2002 but before March 1, 2003.
After March 1, 2003, Operating Company's voluntary prepayment of the term loan B
will not be subject to a prepayment premium.

Operating Company may borrow funds as either a base rate loan with an interest
rate of prime plus 2.00% for the revolving loans and term loan A and prime plus
2.50% for term loan B or a Eurodollar Loan with an interest rate of the London
Interbank Offered Rate, commonly referred to as LIBOR, plus 4.25% for the
revolving loans and term loan B and plus 3.25% for term loan A. In addition, an
unused credit facility fee ranging from 0.75% to 1.375% will be charged
quarterly on the average unused portion of the facility.

Initial borrowings of $75.0 million under the term loan B were made on April 11,
2000. Draw downs of $30.0 million each under the term loan A were made on
October 13, 2000 and April 12, 2001. On March 1, 2001, Operating Company made an
additional borrowing of $50.0 million under the term loan B, following the
execution of the credit amendment. These amounts were funded into an escrow
account that is controlled by the lenders and cannot be released until specified
conditions have been satisfied, including, among others, evidence that the
Company has used all of the proceeds from the sale of its senior subordinated
notes in April 2000 and from UbiquiTel's initial public offering of its common
stock in June 2000 to pay fees and expenses in connection with those offerings,
to fund the build-out of the Company's PCS network and for other general
corporate and working capital purposes. We drew down from the escrow account
approximately $150.0 million in August 2001. In conjunction with the closing and
increase of this facility, the Company incurred financing fees of approximately
$9.9 million which are being amortized over the term of the credit facility.

In August 2001, VIA Wireless paid $69.6 million to the Rural Telephone Finance
Cooperative to retire VIA Wireless' outstanding senior credit facility and paid
$5.8 million to the Federal Communications Commission in



                                       10
<PAGE>

repayment of the outstanding notes of VIA Wireless for the purchase of its
FCC licenses for Fresno, Merced, Modesto, Stockton and Visalia, California.

VIA Wireless has a mortgage in the amount of $3.9 million which relates to a
building and land that was purchased by VIA Wireless. The mortgage carries a
fixed interest rate of 6.99% and is payable in monthly installments of $36,832.
The mortgage is due to be repaid in full by April 2015.

6. WHOLLY-OWNED OPERATING SUBSIDIARY SUMMARIZED FINANCIAL INFORMATION

On April 11, 2000, Operating Company issued 14% senior subordinated discount
notes (the "Notes") with a maturity value of $300.0 million and warrants to
purchase 3,579,000 shares of common stock of UbiquiTel at an exercise price of
$11.37 per share under Section 4(2) of the Securities Act of 1933. In August
2000, the Notes and warrants were registered with the Securities and Exchange
Commission. The Notes were issued at a discount and generated approximately
$152.3 million in gross proceeds. The value assigned from the proceeds to the
warrants was approximately $15.9 million. The proceeds have been used to fund
capital expenditures relating to the network build-out, operating losses,
working capital, the acquisition of the Sprint PCS Spokane, Washington assets,
repayment of the $8.0 million 12% senior subordinated note issued in November
1999 and the related prepayment fee and other general corporate purposes. The
Notes have a ten-year maturity and will accrete in value until April 15, 2005 at
an interest rate of 14%. Interest will become payable semiannually beginning on
October 15, 2005. Up to 35% of the Notes will be redeemable on or prior to April
15, 2003 from net proceeds of one or more public equity offerings, other than
UbiquiTel's initial public offering in June 2000. Any remaining Notes will be
redeemable on or after April 15, 2005.

The indenture governing the Notes contains customary covenants, including
covenants limiting indebtedness, dividends and distributions on, and redemptions
and repurchases of, capital stock and other similar payments, the acquisition
and disposition of assets, and transactions with affiliates or related persons.
The indenture governing the Notes provides for customary events of default,
including cross defaults, judgment defaults and events of bankruptcy.

UbiquiTel has fully and unconditionally guaranteed Operating Company's
obligations under the Notes. UbiquiTel has no operations separate from its
investment in Operating Company. The summarized financial information of
Operating Company as of September 30, 2001 (unaudited) and December 31, 2000 and
for the three and nine months ended September 30, 2001 (unaudited) and 2000
(unaudited), respectively, is presented below:

<TABLE>
<CAPTION>
SUMMARIZED BALANCE SHEET DATA (IN THOUSANDS)    SEPTEMBER 30, 2001      DECEMBER 31, 2000
                                                ------------------      -----------------
                                                   (UNAUDITED)
<S>                                                 <C>                    <C>
Assets:
  Cash and other current assets .........           $111,516               $151,843
  Property and equipment, net ...........            257,730                 47,651
  Construction in progress ..............             13,178                 72,221
  Other assets ..........................            218,690                 16,797
  Restricted cash .......................               --                  105,000
  Deferred financing costs ..............             13,929                 12,244
                                                    --------               --------
    Total assets ........................           $615,043               $405,756
                                                    ========               ========
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                SEPTEMBER 30, 2001        DECEMBER 31, 2000
SUMMARIZED BALANCE SHEET DATA (IN THOUSANDS) (CONTINUED)        ------------------        -----------------
                                                                    (UNAUDITED)
<S>                                                                <C>                         <C>
Liabilities and Equity:
  Accounts payable and accrued expenses ........                   $  40,775                   $  23,690
  Accrued interest .............................                         390                         212
  Advances from parent .........................                     156,375                     155,731
  Long-term debts and leases ...................                     362,260                     258,446
  Other long-term liabilities ..................                      33,272                        --
                                                                   ---------                   ---------
    Total liabilities ..........................                     593,072                     438,079
  Equity and accumulated deficit ...............                      21,971                     (32,323)
                                                                   ---------                   ---------
    Total liabilities and equity ...............                   $ 615,043                   $ 405,756
                                                                   =========                   =========
</TABLE>


<TABLE>
<CAPTION>
SUMMARIZED STATEMENT OF OPERATIONS DATA                             THREE MONTHS ENDED                    NINE MONTHS ENDED
            (IN THOUSANDS)                                             SEPTEMBER 30,                        SEPTEMBER 30,
                                                                  2001                2000              2001               2000
                                                               -----------        -----------        -----------        -----------
                                                               (UNAUDITED)        (UNAUDITED)        (UNAUDITED)        (UNAUDITED)
<S>                                                             <C>                <C>                <C>                <C>
Revenues ...............................................        $ 30,662           $  3,251           $ 47,776           $  5,551
Costs and expenses, including non-cash
  compensation charges .................................         (51,401)            (7,973)           (95,798)           (13,920)
Interest (expense) income and other expense ............          (8,829)            (2,864)           (19,700)            (7,810)
                                                                --------           --------           --------           --------
Loss before extraordinary item .........................         (29,568)            (7,586)           (67,722)           (16,179)
Less: Extraordinary item - early extinguishment
  of debt ..............................................            --                 --                 --               (4,218)
                                                                --------           --------           --------           --------
Net loss ...............................................        $(29,568)          $ (7,586)          $(67,722)          $(20,397)
                                                                ========           ========           ========           ========
</TABLE>

7. ACQUISITION OF SPOKANE MARKET

In January 2000, the Company signed an agreement to purchase from Sprint PCS the
Spokane, Washington market's PCS networks and related assets and subscribers for
approximately $35.5 million. The Company closed this transaction on April 15,
2000. The acquisition was accounted for under the purchase method of accounting.
The operating results of the acquired business have been included in the
statement of operations from the date of acquisition.

8. ACQUISITION OF VIA WIRELESS, LLC

On February 22, 2001, UbiquiTel entered into a merger agreement for the
acquisition of VIA Wireless, a privately-held Sprint PCS network partner. Upon
the closing of the merger agreement, as amended and restated, on August 13,
2001, VIA Wireless became a wholly owned subsidiary of UbiquiTel through a
series of mergers and related transactions. In the transaction, stockholders of
the members of VIA Wireless and certain employees of VIA Wireless received in
the aggregate 16,400,000 shares of UbiquiTel's common stock, and UbiquiTel
assumed approximately $80.1 million of debt and incurred estimated transaction
costs of $12.2 million. On October 17, 2001, UbiquiTel sold the VIA Wireless
California PCS licenses for $50.0 million in cash, resulting in net debt assumed
in the acquisition of $30.1 million. VIA Wireless is the exclusive provider of
Sprint PCS digital wireless services to the central valley of California, which
covers approximately 3.4 million licensed residents. Its markets are contiguous
to UbiquiTel's markets in Northern California and include Fresno, Bakersfield
and Stockton, including key travel corridors between Los Angeles and San
Francisco. The acquisition was accounted for under the purchase method of
accounting. The operating results of VIA Wireless and its subsidiary have been
included in the statement of operations from the date of acquisition.

UbiquiTel has obtained a preliminary independent valuation of certain assets of
VIA Wireless to preliminarily allocate the purchase price. The result of the
preliminary valuation is as follows (in thousands):



                                       12
<PAGE>

Property, plant and equipment........................         $ 68,480
Sprint PCS management agreement......................           79,121
Subscriber base acquired.............................           13,950
California PCS licenses..............................           50,000

As a result of the acquisition, the Company preliminarily recorded goodwill of
$59.3 million. Goodwill will not be amortized in accordance with SFAS 142. The
subscriber base acquired will be amortized over 3 years, which approximates the
average life of the Company's customer in this market. The Sprint PCS management
agreement will be amortized over 18 years, which approximates the remaining life
of the initial term of the Sprint PCS agreement covering the VIA Wireless
service area. On February 22, 2001, UbiquiTel entered into an agreement with
VoiceStream Wireless to sell VIA Wireless' California PCS licenses for $50.0
million. The sale of VIA Wireless' PCS licenses to VoiceStream occurred on
October 17, 2001.

The unaudited pro forma condensed consolidated statements of income for the
three and nine months ended September 30, 2001 and 2000 set forth below, present
the results of operations as if the acquisition had occurred as of January 1,
2000 and are not necessarily indicative of future results or actual results that
would have been achieved had this acquisition occurred at January 1, 2000.

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                         SEPTEMBER 30,                         SEPTEMBER 30,
                     (IN THOUSANDS)                                 2001               2000               2001               2000
                                                                  --------           --------           --------           --------
<S>                                                               <C>                <C>                <C>                <C>
Total revenues .........................................          $ 37,278           $ 12,772           $ 79,526           $ 30,440
Net loss before extraordinary item and
  preferred stock dividends ............................           (38,742)           (19,393)           (95,044)           (49,255)
Preferred stock dividends plus accretion ...............              --                 --                 --              (14,601)
                                                                  --------           --------           --------           --------
Net loss before extraordinary item .....................           (38,742)           (19,393)           (95,044)           (63,856)
Extraordinary item - early extinguishment of
  debt .................................................              --                 --                 --               (4,218)
                                                                  --------           --------           --------           --------
Net loss ...............................................           (38,742)           (19,393)           (95,044)           (68,074)
                                                                  ========           ========           ========           ========
Net loss before extraordinary and non-recurring
  items per common share, basic and diluted ............          $  (0.48)          $  (0.24)          $  (1.18)          $  (0.71)
                                                                  ========           ========           ========           ========
Net loss per common share, basic and diluted ...........          $  (0.48)          $  (0.24)          $  (1.18)          $  (0.98)
                                                                  ========           ========           ========           ========
</TABLE>

9. RESTATEMENT OF FINANCIAL STATEMENTS

On July 10, 2001, the Company revised its consolidated financial statements for
the year ended December 31, 2000 and for the first three quarters of 2000 to
increase the preferred stock dividends plus accretion by $4,220,246. This
correction of an error had no impact on the Company's assets or total
stockholders' equity and it resulted in a corresponding decrease and increase to
additional paid-in-capital and accumulated deficit, respectively. The change had
no impact on loss before extraordinary item and preferred stock dividends and
increased the loss before extraordinary item, net of income taxes and net loss
by $4,220,246 for the three months ended March 31, 2000 and the year ended
December 31, 2000. The change increased the net loss per share and the net loss
before extraordinary item per share for the three months ended March 31, 2000 by
$0.08 per share. The change had no impact on the Company's cash flows. The
$8,766,000 originally recorded as a beneficial conversion in the consolidated
financial statements for the three months ended March 31, 2000 and the year
ended December 31, 2000 incorrectly assumed an $8.00 market value per share. The
revision assumes a $9.00 market value per share of common stock.



                                       13
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements that
involve known and unknown risks, uncertainties and other factors. Our actual
results could differ materially from the results anticipated in these
forward-looking statements. Investors are referred to the documents filed by
UbiquiTel with the Securities and Exchange Commission, specifically the most
recent filings which identify important risk factors that could cause actual
results to differ from those contained in the forward-looking statements,
including, but not limited to:

     o    UbiquiTel's ability to finance future growth opportunities;

     o    the ability to successfully complete the build-out of UbiquiTel's
          portion of the Sprint PCS networks in an efficient and timely manner;

     o    UbiquiTel's limited operating history and anticipation of future
          losses;

     o    UbiquiTel's dependence on Sprint PCS' back office services;

     o    potential fluctuations in UbiquiTel's operating results;

     o    changes or advances in technology;

     o    changes in governmental regulation;

     o    competition in the industry and markets in which UbiquiTel operates;

     o    future acquisitions;

     o    UbiquiTel's ability to manage rapid growth and expansion;

     o    UbiquiTel's ability to attract and retain skilled personnel; and

     o    general economic and business conditions.

These and other applicable risks are described under the caption "Risk Factors"
in UbiquiTel's Registration Statement on Form S-1 (Registration No. 333-32236),
as filed with and declared effective by the Securities and Exchange Commission
on June 7, 2000, as well as in its definitive proxy statement dated July 16,
2001 as filed with the SEC in connection with the acquisition of VIA Wireless
and for use by UbiquiTel to solicit, among other things, shareholder approval of
the issuance of the shares of common stock issued in the acquisition at its 2001
annual shareholders' meeting. Until June 30, 2000, we were a development stage
company, and we intend to significantly expand our operations. Accordingly, we
do not believe the discussion and analysis of our historical financial condition
and results of operations set forth below are indicative nor should they be
relied upon as an indicator of our future performance.

OVERVIEW

In October 1998, a limited liability company whose sole member was The Walter
Group, entered into a management agreement with Sprint PCS whereby it became the
Sprint PCS affiliate with the exclusive right to provide 100% digital, 100% PCS
services under the Sprint and Sprint PCS brand names in the Reno/Tahoe market.
The limited


                                       14
<PAGE>

liability company subsequently changed its name to UbiquiTel L.L.C. In
November 1999, UbiquiTel L.L.C. assigned the management and related agreements
to UbiquiTel Inc. UbiquiTel L.L.C. had no operations or financial transactions
prior to the assignment of these agreements to UbiquiTel Inc.

In December 1999, we amended our management agreement with Sprint PCS to expand
to markets to include a total of 7.7 million residents in the western and
midwestern United States.

In March 2000, Operating Company entered into a new $250.0 million credit
facility.

In April 2000, we completed a sale of 300,000 units consisting of the Notes and
warrants to purchase, in the aggregate, 3,579,000 shares of UbiquiTel's common
stock. We received gross proceeds of approximately $152.3 million from the sale
of the units.

In April 2000, we acquired Sprint PCS' Spokane, Washington PCS network and
related assets for $35.5 million in cash. We acquired switching equipment,
transmitting and receiving equipment at 41 radio communications sites, ancillary
equipment, prepaid expenses, goodwill and customer lists. The Spokane market did
not launch operations until December 16, 1996, and had no significant revenues
until 1997. We also acquired from Sprint certain network equipment in Logan,
Utah and Las Vegas, Nevada.

In June 2000, UbiquiTel sold 12,500,000 shares of its common stock in its
initial public offering. In July 2000, UbiquiTel sold an additional 780,000
shares of its common stock upon exercise of a portion of the underwriters'
overallotment option. We received gross proceeds of approximately $106.2 million
from the offering, including the exercise of the overallotment option.

On February 22, 2001, UbiquiTel entered into a merger agreement, as amended and
restated, to acquire VIA Wireless, a privately-held Sprint PCS network partner.
UbiquiTel completed its acquisition of VIA Wireless through a series of mergers
and related transactions on August 13, 2001 for approximately $214.3 million,
including the issuance of 16.4 million shares of common stock, the assumption of
approximately $80.1 million of debt and estimated transaction costs of $12.2
million. On October 17, 2001, UbiquiTel sold the VIA Wireless California PCS
licenses to VoiceStream Wireless for $50.0 million in cash, resulting in net
debt assumed in the acquisition of $30.1 million. The acquisition made UbiquiTel
the second largest Sprint PCS network partner on the closing date with over 11.1
million licensed residents. For additional information regarding the acquisition
of VIA Wireless, reference is made to Note 8 to the Consolidated Financial
Statements of UbiquiTel included elsewhere in this quarterly report on Form
10-Q, and to its definitive proxy statement filed with the SEC dated July 16,
2001.

As of September 30, 2001, we had approximately 131,700 subscribers. As of
September 30, 2001, we had total coverage of approximately 7.0 million
residents. We expect to cover approximately 63% of the resident population in
our markets by the end of 2001.

Until June 30, 2000, we were a development stage company with very limited
operations and revenues, significant losses and substantial capital
requirements.

As a Sprint PCS affiliate, we do not own the licenses to operate our network and
instead, we pay Sprint PCS for the use of its licenses. Under our management
agreement with Sprint PCS, Sprint PCS is entitled to receive 8.0% of all
collected revenue from Sprint PCS subscribers based in our markets and fees from
wireless service providers other than Sprint PCS when their subscribers roam
into our network. We are entitled to 100% of revenues collected from the sale of
handsets and accessories from our retail stores and on roaming revenues received
when Sprint PCS customers from a different territory make a wireless call on our
PCS network. We are responsible for building, owning and managing the portion of
the Sprint PCS network located in our markets under the Sprint and Sprint PCS
brand names. Our results of operations are dependent on Sprint PCS' network and,
to a lesser extent, on the networks of our affiliates.


                                       15
<PAGE>


As a Sprint PCS affiliate, we purchase a full suite of support services from
Sprint PCS. We believe that the charges for these services presently are lower
than if we provided these services ourselves. In addition, we believe that, by
using these established services, our capital expenditures and demands on our
management's time in connection with support services are lower than if we
developed and provided the services ourselves. We have access to these services
during the term of our Sprint PCS management agreement unless Sprint PCS
provides us at least nine months advance notice of its intention to terminate
any particular service. Because of the economic benefits to us, we are
purchasing: customer billing and collections; customer care; subscriber
activation including credit verification; handset logistics; network operations
control center monitoring; national platform interconnectivity; voice mail;
directory assistance and operator services; long distance; and roaming
clearinghouse services. If Sprint PCS terminates any of these services or
increases the amount it charges us for any of these services, our operating
costs may increase and our operations may be interrupted or restricted.

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE THREE MONTHS
ENDED SEPTEMBER 30, 2000

     CUSTOMER ADDITIONS

As of September 30, 2001, the Company provided personal communication services
to approximately 131,700 customers compared to approximately 11,200 customers as
of September 30, 2000. The increase in subscribers is due to activations in our
markets and the acquisition of VIA Wireless.

     REVENUES

     o    SUBSCRIBER REVENUE. Subscriber revenue during the three months ended
          September 30, 2001 and 2000 was approximately $16.0 million and $1.8
          million, respectively. This consisted of monthly recurring service
          charges and monthly non-recurring charges for local, long distance,
          travel and roaming airtime usage in excess of the pre-subscribed usage
          plan received from Sprint PCS subscribers based in our markets. Our
          customers' charges are dependent on their rate plans, based on the
          number of minutes included in their plans. These plans generally
          reflect the terms of national plans offered by Sprint PCS and are
          issued from month-to-month.

     o    SPRINT PCS TRAVEL REVENUE. Sprint PCS travel revenue is generated on a
          per-minute rate when a Sprint PCS subscriber based outside our markets
          uses our portion of the Sprint PCS network. During the three months
          ended September 30, 2001, we generated approximately $11.6 million in
          travel revenue. During the three months ended September 30, 2000, we
          generated approximately $997,000 in travel revenue from markets where
          we had launched operations.

     On April 27, 2001, Sprint PCS announced it had reached an agreement in
principle with certain Sprint PCS affiliates, including UbiquiTel, to reduce the
reciprocal travel rate exchanged between Sprint PCS and the affiliates. The rate
was reduced from 20 cents per minute of use to 15 cents beginning June 1, 2001,
and will be reduced to 12 cents beginning October 1, 2001. Beginning January 1,
2002, and for the remainder of the term of UbiquiTel's management agreement with
Sprint PCS, the rate will be adjusted to provide a fair and reasonable return on
the cost of the underlying network. In accordance with this agreement in
principle, on May 1, 2001, Sprint PCS gave notice of the change in rate to $0.15
per minute of use as of June 1, 2001, and to $0.12 per minute of use as of
October 1, 2001. The definitive agreement regarding the travel rate for periods
after December 31, 2001 has not yet been finalized. UbiquiTel expects that the
new travel rate plan should not have a material effect on our financial
condition.



                                       16
<PAGE>

     o    NON-SPRINT PCS ROAMING REVENUE. Non-Sprint PCS roaming revenue is
          generated when a non-Sprint PCS subscriber uses our portion of the
          Sprint PCS network. We earned approximately $346,000 in non-Sprint
          roaming revenue during the three months ended September 30, 2001
          compared to approximately $104,000 during the three months ended
          September 30, 2000.

          During the three months ended September 30, 2001, our average monthly
          revenue per user including travel and roaming revenues was
          approximately $107, and without travel and roaming revenues was
          approximately $61. For the three months ended September 30, 2000, our
          average monthly revenue per user including travel and roaming revenues
          was approximately $93, and without roaming and travel revenues was
          approximately $58.

     o    PRODUCT SALES REVENUE. Product sales revenue is generated from the
          sale of handsets and accessories through our retail stores. We record
          and retain 100% of the revenue from the sale of handsets and
          accessories, net of returns, as product sales revenue. The amount
          recorded during the three months ended September 30, 2001 and 2000 for
          product sales totaled approximately $2.8 million and $311,000,
          respectively.

     COST OF SERVICE AND OPERATIONS

     o    NETWORK OPERATIONS EXPENSES. Expenses totaling approximately $10.9
          million were incurred during the three months ended September 30, 2001
          related to network operations which included radio communications site
          lease costs, utilities, network control maintenance, network control
          site leases, engineering personnel, transport facilities and
          interconnect charges. During the three months ended September 30,
          2000, network operating expenses totaled approximately $2.3 million.

     o    ROAMING AND TRAVEL EXPENSES. We pay Sprint PCS travel fees on a
          per-minute rate when our customers use the Sprint PCS network outside
          our markets. We pay roaming fees to other wireless providers when our
          customers use their network. During the three months ended September
          30, 2001, we paid approximately $4.2 million in roaming and travel
          fees. During the three months ended September 30, 2000, we paid
          approximately $473,000 in roaming and travel fees.

     o    OPERATING EXPENSES. Other operating expenses totaling approximately
          $3.2 million were incurred during the three months ended September 30,
          2001. This included fees we paid to Sprint PCS for the use of their
          support services, including billing and collections services and
          customer care. For the three months ended September 30, 2000, we
          incurred approximately $294,000 in other operating expenses.

     COST OF PRODUCTS SOLD

The cost of products sold totaled approximately $7.7 million and $648,000 during
the three months ended September 30, 2001 and 2000, respectively. This included
the cost of handsets and accessories. The cost of handsets exceeds the retail
sales price because we subsidize the cost of handsets, consistent with industry
practice.

     SELLING AND MARKETING

Selling expenses relate to our distribution channels, sales representatives,
sales support personnel, retail stores, advertising programs and residual
commissions. This also included pre-selling costs incurred in preparing our new
markets for sales activities. We incurred expenses of approximately $13.1
million and $1.2 million during the three months ended September 30, 2001 and
2000, respectively. At September 30, 2001 and 2000, there were approximately 281
and 54 employees, respectively, performing sales and marketing functions.





                                       17
<PAGE>

     GENERAL AND ADMINISTRATIVE

We incurred general and administrative expenses (excluding non-cash expenses)
totaling approximately $4.2 million and $1.9 million during the three months
ended September 30, 2001 and 2000, respectively. General and administrative
expenses included our corporate executive payroll, compensation and benefits,
insurance and facilities, information technology and local market finance and
administration expenses. This also included the fees we paid to Sprint PCS for
management support.

     NON-CASH COMPENSATION FOR GENERAL AND ADMINISTRATIVE MATTERS

During the three months ended September 30, 2001 and 2000, non-cash compensation
for general and administrative matters totaled approximately $95,000 and
$123,000, respectively. The Company applies the provisions of APB Opinion No. 25
and related interpretations in accounting for its equity incentive plan.
Unearned stock option compensation is recorded for the difference between the
exercise price and the fair market value of the Company's stock at the date of
grant and is recognized as non-cash stock option compensation expense in the
period in which the related services are rendered.

     DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense for the three months ended September 30,
2001 and 2000 totaled approximately $7.9 million and $995,000, respectively. We
depreciate our property and equipment using the straight-line method over five
to ten years. Amortization of intangible assets is over 2 to 20 years.

     INTEREST INCOME

For the three months ended September 30, 2001 and 2000, interest income was
approximately $1.7 million and $4.8 million, respectively. This was generated
from cash proceeds from our private equity sales, the initial public offering,
senior subordinated discount notes and drawings under the senior secured credit
facility. The proceeds were invested in short-term liquid investments. As
capital expenditures are made to complete the build-out of our network,
decreasing cash balances may result in lower interest income for the remainder
of 2001.

     INTEREST EXPENSE

Interest expense totaled approximately $10.3 million during the three months
ended September 30, 2001. We accrue interest at a rate of 14% per annum on our
senior subordinated discount notes through April 15, 2005 and will pay interest
semiannually in cash thereafter. Interest on our senior credit facility was
accrued at the prime rate plus a specified margin until May 2000 and was
subsequently rolled under the reserve adjusted London interbank offered rate,
based on contracts ranging from 30 to 180 days. During the three months ended
September 30, 2000, interest expense was approximately $7.6 million.

Interest expense also included the amortized amount of deferred financing fees
relating to our senior credit facility and senior subordinated discount notes.
We expect our interest expense to increase in the future as we borrow under our
senior credit facility to fund our network build-out and operating losses.

     NET LOSS

For the three months ended September 30, 2001 and 2000, our net loss was
approximately $29.6 million and $7.6 million, respectively.



                                       18
<PAGE>

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE NINE MONTHS
ENDED SEPTEMBER 30, 2000

Our operating results for the nine months ended September 30, 2000 consisted
largely of revenues generated in the six months ended September 30, 2000 and
operating expenses associated with those revenues. Our activities in the first
quarter of 2000 were limited to network build-out and development of various
operating functions for the Company.

     REVENUES

     o    SUBSCRIBER REVENUE. Subscriber revenue during the nine months ended
          September 30, 2001 and 2000 was approximately $23.9 million and $3.2
          million, respectively. This consisted of monthly recurring service
          charges and monthly non-recurring charges for local, long distance,
          travel and roaming airtime usage in excess of the pre-subscribed usage
          plan received from Sprint PCS subscribers based in our markets.

     o    SPRINT PCS TRAVEL REVENUE. Sprint PCS travel revenue is generated on a
          per-minute rate when a Sprint PCS subscriber based outside our markets
          uses our portion of the Sprint PCS network. During the nine months
          ended September 30, 2001, we generated approximately $18.6 million in
          travel revenue. During the nine months ended September 30, 2000, we
          generated approximately $1.8 million in travel revenue from markets
          where we had launched operations.

     o    NON-SPRINT PCS ROAMING REVENUE. Non-Sprint PCS roaming revenue is
          generated when a non-Sprint PCS subscriber uses our portion of the
          Sprint PCS network. We earned approximately $645,000 in non-Sprint
          roaming revenue during the nine months ended September 30, 2001
          compared to approximately $120,000 during the nine months ended
          September 30, 2000.

          During the nine months ended September 30, 2001, our average monthly
          revenue per user including travel and roaming revenues was
          approximately $106, and without travel and roaming revenues was
          approximately $59.

     o    PRODUCT SALES REVENUE. Product sales revenue is generated from the
          sale of handsets and accessories through our retail stores. We record
          and retain 100% of the revenue from the sale of handsets and
          accessories, net of returns, as product sales revenue. The amount
          recorded during the nine months ended September 30, 2001 and 2000 for
          product sales totaled approximately $4.7 million and $473,000,
          respectively.

     COST OF SERVICE AND OPERATIONS

     o    NETWORK OPERATIONS EXPENSES. Expenses totaling approximately $23.5
          million were incurred during the nine months ended September 30, 2001
          related to network operations which included radio communications site
          lease costs, utilities, network control maintenance, network control
          site leases, engineering personnel, transport facilities and
          interconnect charges. During the nine months ended September 30, 2000,
          network operating expenses totaled approximately $3.8 million.

     o    ROAMING AND TRAVEL EXPENSES. We pay Sprint PCS travel fees on a
          per-minute rate when our customers use the Sprint PCS network outside
          our markets. We pay roaming fees to other wireless providers when our
          customers use their network. During the nine months ended September
          30, 2001, we paid approximately $6.8 million in roaming and travel
          fees. During the nine months ended September 30, 2000, we paid
          approximately $838,000 in roaming and travel fees.

     o    OPERATING EXPENSES. Other operating expenses totaling approximately
          $4.6 million were incurred during the nine months ended September 30,
          2001. This included fees we paid to Sprint PCS for the use of their

                                       19
<PAGE>

          support services, including billing and collections services and
          customer care. For the nine months ended September 30, 2000, we
          incurred approximately $468,000 in other operating expenses.

     COST OF PRODUCTS SOLD

The cost of products sold totaled approximately $12.6 million and $923,000
during the nine months ended September 30, 2001 and 2000, respectively. This
included the cost of handsets and accessories. The cost of handsets exceeds the
retail sales price because we subsidize the cost of handsets, consistent with
industry practice.

     SELLING AND MARKETING

Selling expenses relate to our distribution channels, sales representatives,
sales support personnel, retail stores, advertising programs and residual
commissions. This also included pre-selling costs incurred in preparing our new
markets for sales activities. We incurred expenses of approximately $23.5
million and $1.8 million during the nine months ended September 30, 2001 and
2000, respectively.

     GENERAL AND ADMINISTRATIVE

We incurred general and administrative expenses (excluding non-cash expenses)
totaling approximately $10.2 million and $3.9 million during the nine months
ended September 30, 2001 and 2000, respectively. General and administrative
expenses included our corporate executive payroll, compensation and benefits,
insurance and facilities, information technology and local market finance and
administration expenses. This also included the fees we paid to Sprint PCS for
management support.

     NON-CASH COMPENSATION FOR GENERAL AND ADMINISTRATIVE MATTERS

During the nine months ended September 30, 2001 and 2000, non-cash compensation
for general and administrative matters totaled approximately $293,000 and
$369,000, respectively. The Company applies the provisions of APB Opinion No. 25
and related interpretations in accounting for its equity incentive plan.
Unearned stock option compensation is recorded for the difference between the
exercise price and the fair market value of the Company's stock at the date of
grant and is recognized as non-cash stock option compensation expense in the
period in which the related services are rendered.

     DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense for the nine months ended September 30,
2001 and 2000 totaled approximately $14.3 million and $1.8 million,
respectively. We depreciate our property and equipment using the straight-line
method over five to ten years. Amortization of intangible assets is over 2 to 20
years.

     INTEREST INCOME

For the nine months ended September 30, 2001 and 2000, interest income was
approximately $8.2 million and $8.4 million, respectively. This was generated
from cash proceeds from our private equity sales, the initial public offering,
senior subordinated discount notes and drawings under the senior secured credit
facility. The proceeds were invested in short-term liquid investments. As
capital expenditures are made to complete the build-out of our network,
decreasing cash balances may result in lower interest income for the remainder
of 2001.



                                       20
<PAGE>

     INTEREST EXPENSE

Interest expense totaled approximately $27.6 million during the nine months
ended September 30, 2001. We accrue interest at a rate of 14% per annum on our
senior subordinated discount notes through April 15, 2005 and will pay interest
semiannually in cash thereafter. Interest on our senior credit facility was
accrued at the prime rate plus a specified margin until May 2000 and was
subsequently rolled under the reserve adjusted London interbank offered rate,
based on contracts ranging from 30 to 180 days. During the nine months ended
September 30, 2000, interest expense was approximately $16.3 million.

Interest expense also included the amortized amount of deferred financing fees
relating to our senior credit facility and senior subordinated discount notes.
We expect our interest expense to increase in the future as we borrow under our
senior credit facility to fund our network build-out and operating losses.

     NET LOSS

For the nine months ended September 30, 2001 and 2000, our net loss was
approximately $67.7 million and $35.0 million, respectively.

LIQUIDITY AND CAPITAL RESOURCES

From inception to June 30, 2000, the period during which we were a
development-stage company, our activities consisted principally of raising
capital, consummating and supporting our agreements with Sprint PCS, developing
the initial design of our PCS network and adding to our management team. Through
September 30, 2001, we have principally relied on the proceeds from equity and
debt financing, and to a limited extent revenues, as our primary sources of
capital.

Completion of our PCS network will require substantial capital, of which
approximately $193.0 million has been incurred and approximately $87.0 million
is additionally expected to be incurred through 2003. Our build-out plan
includes the installation/acquisition of five switches and approximately 756
radio communications sites by the end of 2001. In addition, we expect to be
operating approximately 35 company-owned Sprint PCS stores and associated
administrative systems within the same time period. As of September 30, 2001, we
have 32 retail stores in operation in our markets. We also had 736 radio
communications sites generating revenues as of September 30, 2001.

On March 31, 2000, we signed a senior secured credit agreement with Paribas,
which consisted of a revolving loan of up to $55.0 million, a term loan A of
$120.0 million and a term loan B of $75.0 million. Concurrently with the closing
of our senior subordinated discount notes, we borrowed $75.0 million of term
loans, which were funded into an escrow account. On October 13, 2000 and April
12, 2001, we made drawings under the term loan A of $30.0 million each. The
proceeds were also funded into the escrow account. These borrowings under the
credit facility at September 30, 2001 bear interest at LIBOR plus 4.25% for the
term loan B and LIBOR plus 3.25% for the term loan A. The escrow account will
remain the property of our lenders and will not be released to us until
specified conditions have been satisfied or if an event of default has occurred
under the credit agreement. Conditions to the release of funds from the escrow
account included, among others, evidence that we have used all of the proceeds
from our sale of Operating Company's senior subordinated discount notes and from
our initial public offering to pay fees and expenses in connection with these
offerings, to fund the build-out of our network and for other general corporate
and working capital purposes. We drew down from the escrow account approximately
$150.0 million in August 2001. Our senior credit facility contains financial and
other covenants customary for the wireless industry, and is secured by a first
priority lien on our assets and a pledge by UbiquiTel of the capital stock of
Operating Company. Scheduled amortization payments of principal for the term
loans under the senior credit facility begin on June 30, 2004. On March 1, 2001,
Operating Company and Paribas and the other lenders under the senior credit
facility entered into a second amendment and consent to the credit agreement,
whereby the lenders


                                       21
<PAGE>

increased the $250.0 million credit facility by $50.0 million to $300.0
million. The additional borrowing increased the term loan B to $125.0 million.
Additional borrowings under our senior credit facility must be placed into
escrow until the conditions to release such borrowings have been satisfied. For
additional information regarding the $50.0 million increase in our senior credit
facility, see Note 5 to the consolidated financial statements of UbiquiTel
included elsewhere herein.

As of September 30, 2001, we had approximately $87.0 million in cash and cash
equivalents. Working capital was approximately $70.4 million.

Net cash used by operating activities was approximately $39.4 million for the
nine months ended September 30, 2001. This was primarily attributable to the
operating loss of approximately $67.7 million being partly offset by noncash
items of approximately $34.8 million and cash used for working capital of
approximately $6.5 million.

Net cash used in investing activities was approximately $22.7 million during the
nine months ended September 30, 2001. In addition to capital expenditures of
approximately $103.0 million, investing activities included an advance to VIA
Wireless of $17.0 million under the revolving credit and term loan agreement
between Operating Company and VIA Wireless, and approximately $7.7 million in
fees and expenses, net of cash acquired, relating to the acquisition of VIA
Wireless. Cash provided by investing activities included $105.0 million released
from restricted cash.

Net cash provided by financing activities was approximately $1.4 million
consisting of $80.0 million in funding under the senior credit facility offset
by approximately $75.8 million in long-term debt repayments. Debt repayments
included payments made under our capital lease obligations, the pay down of the
Rural Telephone Finance Cooperative senior credit facility of VIA Wireless, and
the pay down of the outstanding FCC notes assumed in the VIA Wireless
acquisition. In addition, the Company incurred $2.8 million in deferred
financing fees in connection with the increase in our senior credit facility
related to the VIA Wireless acquisition.

As part of our management agreement, Sprint PCS requires us to build out
portions of our network by various dates including September 30, 2001 and June
1, 2005. We believe we have sufficient funds available through cash, investments
and future advancements under our senior credit facility to fund capital
expenditures, including the completion of our build-out, working capital
requirements and operating losses through 2003. The actual funds required to
build out our portion of the Sprint PCS network and to fund operating losses and
working capital needs may vary materially from our estimates, and additional
funds could be required.

     INFLATION

Management believes that inflation has not had, and will not have, a material
adverse effect on our results of operations.

     SEASONALITY

Our business is seasonal because the wireless industry is heavily dependent on
fourth quarter results. Among other things, the industry relies on significantly
higher customer additions and handset sales in the fourth quarter as compared to
the other three fiscal quarters. The factors contributing to this trend include
the increasing use of retail distribution, which is dependent on year-end
holiday shopping, the timing of new product and service offerings, competitive
pricing pressures and aggressive marketing and promotions during the holiday
season.



                                       22
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to certain market risks which are inherent in our financial
instruments. These instruments arise from transactions entered into in the
normal course of business. We are currently subject to interest rate risk on our
existing credit facility. Our fixed rate debt will consist primarily of accreted
balance of our senior subordinated discount notes. Our variable rate debt will
consist of borrowings made under our senior credit facility.

     Our primary market risk exposure will relate to:

     o    the interest rate risk on long-term and short-term borrowings;

     o    our ability to refinance our senior subordinated discount notes at
          maturity at market rates; and

     o    the impact of interest rate movements on our ability to meet interest
          expense requirements and meet financial covenants.

We may decide, from time to time, to manage the interest rate risk on our
outstanding long-term and short-term debt through the use of fixed and variable
rate debt and interest rate swaps, but are not obligated to do so.

The Company's senior credit facility is subject to market risk and interest rate
changes. At our option, the term loans under the credit facility bear interest
at either LIBOR plus a specified margin or prime plus a specified margin. The
outstanding principal balance on the credit facility was approximately $185.0
million at September 30, 2001. Considering this total outstanding balance of
approximately $185.0 million at September 30, 2001, a 1% change in interest rate
would result in an increase in pre-tax losses of approximately $1.85 million per
year.



                                       23
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Neither UbiquiTel nor Operating Company is a party to any pending legal
proceedings that either UbiquiTel or Operating Company believes would, if
adversely determined, individually or in the aggregate, have a material adverse
effect on our financial condition or results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         (c) During the quarter ended September 30, 2001, UbiquiTel granted
stock options to employees and members of the UbiquiTel board of directors to
purchase a total of 380,000 shares of its common stock at exercise prices equal
to the fair market value of the common stock on the dates of grant. The grants
of such securities were deemed to be exempt from registration under the
Securities Act of 1933 in reliance upon Section 4(2) thereof as transactions not
involving public offerings.

Additionally, on August 13, 2001, UbiquiTel issued 16,400,000 shares of its
common stock to the stockholders of the members of VIA Wireless and five
employees of VIA Wireless upon the closing of the acquisition by UbiquiTel of
VIA Wireless through a series of mergers and related transactions. The issuance
of such shares was deemed to be exempt from registration under the Securities
Act in reliance upon Section 4(2) thereof as a transaction not involving a
public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

UbiquiTel's 2001 Annual Meeting of Shareholders (the "Annual Meeting") was held
on August 9, 2001 in Conshohocken, Pennsylvania to vote on the following
matters:

     o    approval of the issuance of up to 16,400,000 shares of UbiquiTel's
          common stock in connection with its acquisition of VIA Wireless;

     o    the election of three Class I directors, each for a three-year term
          ending in 2004;

     o    the election of one Class II director for a one-year term ending in
          2002;

     o    the election of one Class II director for a one-year term ending in
          2002, whose election was subject to the completion of the VIA Wireless
          acquisition;

     o    approval of an amendment to UbiquiTel's Amended and Restated
          Certificate of Incorporation to increase the number of authorized
          shares of common stock to 240,000,000 shares from 100,000,000 shares;
          and

     o    approval of UbiquiTel's Amended and Restated 2000 Equity Incentive
          Plan.

Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended, and there was no solicitation
in opposition to UbiquiTel's solicitation.

The holders of record of an aggregate of 57,613,834 shares of common stock were
present either in person or by proxy, and constituted a quorum for the
transaction of business at the Annual Meeting.




                                       24
<PAGE>

All nominees for director were elected and all proposals submitted for
shareholder approval were approved, with voting as detailed below:

1. Approval of the issuance of up to 16,400,000 shares of UbiquiTel's
common stock in connection with its acquisition of VIA Wireless:

     Votes For                    Votes Against                Votes Abstained
-------------------            -------------------           -------------------
    53,844,133                        2,390                          2,000

2. The election of James E. Blake, Peter Lucas and Bruce E. Toll as Class I
directors, each for a three-year term ending in 2004:

      Director Nominee               Votes For                  Votes Withheld
  -----------------------      -------------------           -------------------
  James E. Blake                    56,713,681                      900,153
  Peter Lucas                       50,504,596                     7,109,138
  Bruce E. Toll                     56,569,531                     1,044,303

3. The election of Eric Weinstein as a Class II director for a one-year
term ending in 2002:

      Director Nominee               Votes For                  Votes Withheld
  -----------------------      -------------------           -------------------
  Eric Weinstein                    56,562,031                    1,051,803

4. The election of Matthew J. Boos as a Class II director for a one-year term
ending in 2002, whose election was subject to the completion of the VIA Wireless
acquisition:

      Director Nominee               Votes For                  Votes Withheld
  -----------------------      -------------------           -------------------
  Matthew J. Boos                   53,584,959                      263,564

5. Approval of an amendment to UbiquiTel's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of common stock to
240,000,000 shares from 100,000,000 shares:

     Votes For                    Votes Against                Votes Abstained
-------------------            -------------------           -------------------
    55,909,662                      1,689,092                      15,080

6. Approval of UbiquiTel's Amended and Restated 2000 Equity Incentive Plan:

     Votes For                    Votes Against                Votes Abstained
-------------------            -------------------           -------------------
    45,026,599                      8,643,789                     178,135




                                       25
<PAGE>

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) REPORTS ON FORM 8-K

Three reports on Form 8-K were filed during the quarter ended September 30,
2001:

DATE                        ITEM REPORTED ON
----                        ----------------

August 10, 2001   Item 9. Regulation FD Disclosure. UbiquiTel filed a copy
                  of a presentation that it intends to use from time to
                  time in presentations to investors or others.

August 13, 2001   Item 2. Acquisition or Disposition of Assets. UbiquiTel
                  reported the completion of its acquisition of VIA
                  Wireless through a series of mergers and related
                  transactions.

August 31, 2001   Item 5. Other Events. In connection with its acquisition of
                  VIA Wireless, UbiquiTel filed the unaudited consolidated
                  financial statements of VIA Wireless as of and for the three
                  and six months ended June 30, 2001, and the unaudited pro
                  forma condensed consolidated balance sheet as of June 30, 2001
                  and the related statement of operations for the six months
                  ended June 30, 2001.

        (b) EXHIBITS:

None.



                                       26
<PAGE>

                                   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 thereunto duly authorized.

                                     CO-REGISTRANTS:

                                     UBIQUITEL INC.
                                     UBIQUITEL OPERATING COMPANY


                                     By:  /s/ DONALD A. HARRIS
                                         ------------------------------------
                                         Donald A. Harris
                                         Chairman of the Board, President
                                         and Chief Executive Officer
                                         (Principal Executive Officer)


                                     By:  /s/ JAMES J. VOLK
                                         ------------------------------------
                                         James J. Volk
                                         Chief Financial Officer
                                         (Principal Financial and Accounting
                                         Officer)


November 14, 2001




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