<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q/A

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

                For the quarterly period ended September 30, 2000

                             Commission File Number
                                    000-30761

                                 UbiquiTel Inc.

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


<TABLE>

<S>                                                            <C>
                DELAWARE                                                    23-3017909
        (State of incorporation)                               (I.R.S. Employer Identification No.)

1 BALA PLAZA, SUITE 402, BALA CYNWYD, PA                                       19004
(Address of principal executive office)                                     (Zip code)

</TABLE>

                Co-Registrant's telephone number: (610) 660-9510

                             Commission File Number
                                    333-39950

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


<TABLE>

<S>                                                            <C>
                DELAWARE                                                    23-3024747
        (State of incorporation)                               (I.R.S. Employer Identification No.)

1 BALA PLAZA, SUITE 402, BALA CYNWYD, PA                                       19004
 (Address of principal executive office)                                    (Zip code)

</TABLE>

                Co-Registrant's telephone number: (610) 660-9510

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 the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                               Yes /X/     No / /

There were 63,543,604 shares of common stock, $.0005 par value, of UbiquiTel
Inc. outstanding at October 30, 2000.

There were 1,000 shares of common stock, $.01 par value, of UbiquiTel Operating
Company outstanding at October 30, 2000.


                                       1

<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES

                 FORM 10-Q/A - QUARTER ENDED SEPTEMBER 30, 2000


                                      INDEX


<TABLE>
<CAPTION>

                                                                                                                             PAGE
                                                                                                                             ----
<S>                                                                                                                          <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets as of September 30, 2000 (unaudited) and
         December 31, 1999 (audited)...........................................................................................4
         Consolidated Statements of Operations for the three and nine
         months ended September 30, 2000 (unaudited)...........................................................................5
         Consolidated Statements of Cash Flows for the nine months ended
         September 30, 2000 (unaudited)........................................................................................6
         Notes to the Consolidated Financial Statements........................................................................7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................................................................13

Item 3.  Quantitative and Qualitative Disclosure About Market Risk............................................................20

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................................................................................21

Item 2.  Changes in Securities and Use of Proceeds............................................................................21

Item 3.  Defaults Upon Senior Securities......................................................................................21

Item 4.  Submission of Matters to a Vote of Security Holders..................................................................21

Item 5.  Other Information....................................................................................................22

Item 6.  Exhibits and Reports on Form 8-K.....................................................................................22

Signatures....................................................................................................................23

</TABLE>




                                                      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. No separate financial
statements and other disclosures concerning Operating Company other than
narrative disclosures and financial information set forth in Note 9 to the
Consolidated Financial Statements have been presented herein because management
has determined that such information is not material to investors. As used
herein and except as the context otherwise may require, the "Company," "we,"
"us," "our" or "UbiquiTel" means, collectively UbiquiTel, Operating Company and
all of their consolidated subsidiaries.

















                                       3

<PAGE>

                                           PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                          UBIQUITEL INC. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                                      SEPTEMBER 30, 2000
                                                                                        (AS RESTATED-
                                                                                         SEE NOTE 11)        DECEMBER 31, 1999
                                                                                     --------------------   --------------------
                                                                                         (UNAUDITED)
<S>                                                                                  <C>                    <C>
                                       ASSETS

CURRENT ASSETS:
   Cash and cash equivalents....................................................        $  187,052,402         $  23,959,190
   Accounts receivable, net of allowance for doubtful accounts..................             1,075,980                     -
   Inventory....................................................................               158,475                     -
   Prepaid expenses and other assets............................................               454,833                35,636
                                                                                     --------------------   --------------------
        Total current assets....................................................           188,741,690            23,994,826
PROPERTY AND EQUIPMENT, NET ....................................................            23,986,089                     -
CONSTRUCTION IN PROGRESS........................................................            56,058,086             4,085,942
RESTRICTED CASH.................................................................            75,000,000                     -
DEFERRED FINANCING COSTS, NET...................................................            12,533,371             2,110,642
INTANGIBLE ASSETS, NET..........................................................            15,908,077                     -
OTHER ASSETS....................................................................               404,105                     -
                                                                                     --------------------   --------------------
      Total assets                                                                      $  372,631,418         $  30,191,410
                                                                                     --------------------   --------------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable and accrued expenses........................................        $   14,916,723         $   4,460,635
   Due to shareholders..........................................................                     -             1,663,441
   Accrued interest.............................................................               102,812                10,521
   Dividends payable............................................................                     -                 9,030
   Current installments of capital leases.......................................                79,903                     -
                                                                                     --------------------   --------------------
        Total current liabilities...............................................            15,099,438             6,143,627
                                                                                     --------------------   --------------------
LONG-TERM DEBT..................................................................           222,115,165             5,811,869
CAPITAL LEASE OBLIGATIONS, NON CURRENT..........................................               152,410                     -
                                                                                     --------------------   --------------------
      Total long-term liabilities...............................................           222,267,575             5,811,869
                                                                                     --------------------   --------------------
      Total liabilities                                                                    237,367,013            11,955,496
                                                                                     --------------------   --------------------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE WARRANTS.............................................................               570,023             2,758,154
                                                                                     --------------------   --------------------
STOCKHOLDERS' EQUITY:
   Series A convertible preferred stock, par value, $0.001 per share; 90,000,000
      shares authorized at December 31, 1999, eliminated in June, 2000;
      17,008,500 issued and outstanding at December 31, 1999....................                     -                17,009
   Series B convertible preferred stock, par value, $0.001 per share; 35,000,000
      shares authorized at December 31, 1999, eliminated in June, 2000; 0 shares
      issued and outstanding at December 31, 1999...............................                     -                     -
   Preferred stock, par value, $0.001 per share; 10,000,000 shares authorized; 0
      shares issued and outstanding at September 30, 2000 and December 31, 1999.                     -                     -
   100,000,000 shares of voting common stock, par value, $0.0005 authorized;
      63,543,604 and 6,834,000 shares issued and outstanding at September 30,
      2000 and December 31, 1999, respectively..................................                31,772                 3,417
   32,000,000 shares of nonvoting common stock, par value, $0.0005 authorized at
      December 31, 1999, eliminated in June, 2000; 32,000,000 shares issued and
      outstanding at December 31, 1999..........................................                     -                16,000
   Additional paid-in-capital...................................................           171,647,715            17,428,425
   Accumulated deficit..........................................................           (36,985,105)           (1,987,091)
                                                                                     --------------------   --------------------
        Total stockholders' equity..............................................           134,694,382            15,477,760
                                                                                     --------------------   --------------------
      Total liabilities and stockholders' equity................................        $  372,631,418         $  30,191,410
                                                                                     ====================   ====================

</TABLE>

       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED BALANCE
                                        SHEETS.


                                           4

<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                                       NINE MONTHS ENDED
                                                                                                      SEPTEMBER 30, 2000
                                                                             THREE MONTHS ENDED          (AS RESTATED-
                                                                             SEPTEMBER 30, 2000          SEE NOTE 11)
                                                                           -----------------------  ------------------------
                                                                                (UNAUDITED)               (UNAUDITED)
<S>                                                                        <C>                      <C>
REVENUES:
   Service revenue.....................................................      $   2,939,518            $     5,078,044
   Product sales.......................................................            311,402                    473,241
                                                                           -----------------------  ------------------------
       Total revenue...................................................          3,250,920                  5,551,285

COSTS AND EXPENSES:
   Cost of service and operations (exclusive of depreciation as shown
       separately below)...............................................          3,076,947                  5,113,535
   Cost of products sold...............................................            648,415                    923,354
   Selling and marketing...............................................          1,250,045                  1,831,527
   General and administrative expenses excluding non-cash compensation
     charges...........................................................          1,879,447                  3,868,358
   Non-cash compensation for general and administrative matters........            122,850                    368,550
     Depreciation and amortization.....................................            994,972                  1,814,870
                                                                           -----------------------  ------------------------
       Total costs and expenses........................................          7,972,676                 13,920,194
OPERATING LOSS.........................................................         (4,721,756)                (8,368,909)
INTEREST INCOME........................................................          4,782,798                  8,446,040
INTEREST EXPENSE.......................................................         (7,647,167)               (16,256,554)
                                                                           -----------------------  ------------------------
LOSS BEFORE EXTRAORDINARY ITEM AND PREFERRED STOCK DIVIDENDS...........         (7,586,125)               (16,179,423)
LESS: PREFERRED STOCK DIVIDENDS PLUS ACCRETION.........................                  -                (14,600,914)
                                                                           -----------------------  ------------------------
LOSS BEFORE EXTRAORDINARY ITEM.........................................         (7,586,125)               (30,780,337)
EXTRAORDINARY ITEM-EARLY EXTINGUISHMENT OF DEBT........................                  -                 (4,217,677)
                                                                           -----------------------  ------------------------
NET LOSS...............................................................      $  (7,586,125)           $   (34,998,014)
                                                                           =======================  ========================


BASIC AND FULLY DILUTED NET LOSS PER SHARE OF COMMON STOCK:
   Loss before extraordinary item......................................      $       (0.12)           $         (0.58)
   Extraordinary item..................................................                  -                      (0.08)
                                                                           -----------------------  ------------------------
   Net Loss............................................................      $       (0.12)           $         (0,66)
                                                                           =======================  ========================

BASIC AND FULLY DILUTED WEIGHTED-AVERAGE
   OUTSTANDING COMMON SHARES...........................................         63,492,734                 52,940,726
                                                                           =======================  ========================

</TABLE>


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





                                       5

<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                           NINE MONTHS ENDED
                                                                                          SEPTEMBER 30, 2000
                                                                                             (AS RESTATED-
                                                                                             SEE NOTE 11)
                                                                                        ------------------------
                                                                                              (UNAUDITED)
<S>                                                                                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss before extraordinary item and preferred stock dividends.......................        $  (16,179,423)
Adjustments to reconcile net loss to net cash used in operating activities:
   Amortization of deferred financing costs........................................             1,560,831
   Amortization of intangible assets...............................................               706,453
   Depreciation....................................................................             1,108,417
   Interest accrued on senior debt.................................................            10,063,554
   Non-cash compensation from stock options granted to employees...................               368,550
Changes in operating assets and liabilities exclusive of acquisition and capital
   expenditures:
   Accounts receivable.............................................................              (612,611)
   Inventory.......................................................................              (158,475)
   Prepaid expenses and other assets...............................................              (774,963)
   Accounts payable and accrued expenses...........................................               563,343
                                                                                        ------------------------
       Net cash used in operating activities.......................................            (3,354,324)
                                                                                        ------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures............................................................           (50,100,021)
   Purchase of Spokane market......................................................           (35,506,694)
   Change in restricted cash.......................................................           (75,000,000)
                                                                                        ------------------------
       Net cash used in investing activities.......................................          (160,606,715)
                                                                                        ------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of senior subordinated notes and detachable warrants.....           152,277,000
   Repayment of long-term debt.....................................................            (8,000,000)
   Drawings under senior secured credit facility...................................            75,000,000
   Financing costs.................................................................           (12,937,032)
   Capital lease payments..........................................................               (32,266)
   Proceeds from issuance of convertible preferred stock subsequently converted to
    common stock...................................................................            25,000,000
   Preferred dividend payment......................................................            (1,007,684)
   Warrants exercised..............................................................                24,891
   Proceeds from issuance of common stock..........................................           106,240,000
   Offering costs..................................................................            (9,510,658)
                                                                                        ------------------------
       Net cash provided by financing activities...................................           327,054,251
                                                                                        ------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS..........................................           163,093,212
CASH AND CASH EQUIVALENTS, beginning of period.....................................            23,959,190
                                                                                        ------------------------
CASH AND CASH EQUIVALENTS, end of period...........................................        $  187,052,402
                                                                                        ========================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest..........................................................        $    5,653,265
   Cash paid for income taxes......................................................                     -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Network assets acquired but not paid............................................            13,395,516
   Extraordinary item-early extinguishment of debt.................................             4,217,677
   Preferred stock accretion.......................................................            13,592,874

</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED 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, 2000 and for the
three months and nine months ended September 30, 2000 is unaudited, but have
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, 2000, and the Company's operations for the three
months and nine months ended September 30, 2000 and cash flows for the nine
months ended September 30, 2000. Operating results for the three months and
nine months ended September 30, 2000 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 years ended December 31, 1999 of UbiquiTel and the Spokane District (wholly
owned by Sprint Spectrum L.P. through April 15, 2000), the predecessor of
UbiquiTel, which are included 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.

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 1998 and June 1999, the Financial Standards Board ("FASB"), issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities 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 No. 133 will be effective
for UbiquiTel on January 1, 2001. Management believes that the adoption of
these statements will not have a significant impact on the Company's financial
results.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB101"), "Revenue Recognition in Financial
Statements." SAB101 summarizes certain of the staff's interpretations in
applying generally accepted accounting principles to revenue recognition. The
provisions of SAB101 are effective for UbiquiTel's fourth quarter of this year.
Management believes that the adoption of SAB101 will not have a significant
impact on the Company's financial statements.


                                       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 West 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 1.0
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."), a Delaware Corporation, was incorporated. On November 1, 1999, common
stock was issued to a group of five shareholders referred to as "the Founders"
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. Also, on March 17, 2000, UbiquiTel Leasing Company, (a
Delaware Corporation) was formed to serve as the leasing company for UbiquiTel.

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.

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") and
SEC Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS
128 and SAB 98, 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. No conversion of common stock
equivalents has been assumed in the calculations since the effect would be
anti-dilutive. 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 period reflected in the accompanying financial
statement.

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

<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                              SEPTEMBER 30, 2000        SEPTEMBER 30, 2000

                                                                           -------------------------  ------------------------
<S>                                                                        <C>                        <C>
                                                                                 (UNAUDITED)                (UNAUDITED)

Stock Options.........................................................             4,440,600                  4,440,600
Warrants..............................................................             4,813,987                  4,813,987
                                                                           -------------------------  ------------------------
Total.................................................................             9,254,587                  9,254,587
                                                                           =========================  ========================
</TABLE>





                                                                 8
<PAGE>



4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30, 2000         DECEMBER 31,1999
                                                                             -------------------------  ------------------------
                                                                                   (UNAUDITED)
<S>                                                                          <C>                        <C>
Network Equipment........................................................         $   23,668,407            $            -
Vehicles.................................................................                287,855                         -
Furniture & Office Equipment.............................................              1,138,244                         -
                                                                             -------------------------  ------------------------
                                                                                      25,094,506                         -
Accumulated Depreciation.................................................            (1,108,417)                         -
                                                                             -------------------------  ------------------------
       Subtotal..........................................................             23,986,089                         -
Construction in Progress.................................................             56,058,086                 4,085,942
                                                                             -------------------------  ------------------------
       Total.............................................................         $   80,044,175            $    4,085,942
                                                                             =========================  ========================
</TABLE>

5.   LONG-TERM DEBT

Long-term debt outstanding as of December 31, 1999 and September 30, 2000
(unaudited) is as follows:

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30,2000          DECEMBER 31,1999
                                                                             -------------------------  ------------------------
                                                                                   (UNAUDITED)
<S>                                                                          <C>                        <C>
12% Senior Subordinated Note............................................         $             -            $    8,000,000
   Less: Discount.......................................................                       -               (2,188,131)
14% Senior Subordinated Discount Notes (See Note 9).....................             300,000,000                         -
   Less: Discount.......................................................           (163,614,222)                         -
   Add: Amortization of Discount........................................              10,729,387                         -
Senior Secured Credit Facility..........................................              75,000,000                         -
                                                                             -------------------------  ------------------------
        Long-term debt..................................................         $   222,115,165            $    5,811,869
                                                                             -------------------------  ------------------------
</TABLE>

On November 12, 1999, the Company signed a commitment letter for a Purchase
Agreement with BET Associates, which included an $8.0 million senior
subordinated note. The Purchase Agreement was finalized and executed on December
28, 1999. The note bore stated interest at 12% payable quarterly and matured on
December 28, 2007. BET Associates also received a warrant to purchase 4,978,150
shares of voting common stock at a par value of $0.0005 per share and an
exercise price of $0.005 per share with an exercise period of ten years. Of the
$8.0 million in proceeds received under the purchase agreement, approximately
$2.2 million was allocated to the detachable warrants based on the fair value of
the warrants on the date of issuance as determined using the Black-Scholes
Model. On April 11, 2000, following the finalization and execution of the senior
subordinated discount note, the notes were prepaid as required by the Note
Agreement with a prepayment premium of 1% and interest earned from April 1, 2000
to the repayment date.

On December 29, 1999 (the "facility effective date"), the Company finalized and
executed a $25.0 million Senior Secured Credit Agreement (the "Facility"), with
Paribas, as Administrative Agent, and certain banks and other financial
institutions party 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 party
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 replaces the previous $25.0 million facility. The credit facility
consists 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.


                                       9
<PAGE>


The revolving loan and term loan A will mature in October 2007 and the term loan
B will mature in October 2008. The revolving loans are required to be repaid
beginning in February 2002, in eighteen quarterly consecutive installments. 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.

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 A and plus 3.75% for term loan B. 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. This amount was funded into an escrow account that is controlled by
Paribas and will not be released until specified conditions have been satisfied.
These conditions include, among others, evidence that the Company has used all
of the proceeds from the sale of the Notes and from UbiquiTel's initial public
offering of its common stock to pay fees and expenses in connection with those
offerings, to fund the build-out of the Company's PCS network or for other
general corporate and working capital purposes. Additional borrowings are
subject to these escrow arrangements and will not be provided until the initial
borrowings of $75.0 million have been released.

In conjunction with the closing of this facility, the Company incurred financing
fees of approximately $7.1 million which are being amortized over the term of
the credit facility. Deferred financing fees of approximately $1.7 million
relating to the old credit facility have been expensed during the nine month
period ended September 30, 2000 (unaudited) as an extraordinary item.

On April 11, 2000, Operating Company issued 14% Senior Subordinated Discount
Notes. See Note 9 for additional information.

6.   STOCK OPTION PLAN

The Company adopted an incentive stock option plan in 1999, which provides for
the granting of non-qualified stock options to purchase shares of the Company's
common stock to officers and key employees. The Company applied APB No. 25,
"Accounting for stock issued to employees" and related interpretations in
accounting for its employee stock options.

In 1999, the Company granted an aggregate of 650,000 non-qualified options to
three employees pursuant to its 2000 Stock Equity Incentive Plan. These options
have an exercise price of $0.50 per share and vest over four years. Following
the resignation of one of the employees during the nine month period ended
September 30, 2000, 200,000 non-qualified options were forfeited. Donald A.
Harris, President and CEO, pursuant to his employment agreement dated November
29, 1999, was granted an option to purchase 2,550,000 shares of the Company's
common stock which is not subject to the Company's equity incentive plan.

In January 2000, the Company issued an aggregate of 320,000 non-qualified
options to employees pursuant to its 2000 Stock Equity Incentive Plan. 260,000
of these options had an exercise price that was approximately $7.50 less per
share than the fair market value of the common stock on the date of grant.
Accordingly, the Company will recognize compensation expense of approximately
$2.0 million over the 48-month vesting period for these options.


                                      10
<PAGE>

During the three months and nine months ended September 30, 2000 (unaudited),
the Company amortized approximately $123,000 and $369,000 of this expense,
respectively. The remaining 60,000 options had an exercise price equal to the
initial public offering price of $8.00 per share. The total options outstanding
at the end of the period were 4,440,600.

In February 2000, the board of directors approved the 2000 Equity Incentive Plan
(the "Plan"). The purpose of the Plan is to attract, retain and reward key
employees and non-employee directors. A committee consisting of members from the
board of directors administers the Plan. The committee may grant stock options,
stock appreciation rights and other equity-based awards to eligible persons, as
defined in the Plan. The plan authorized up to 4,080,000 shares of common stock
for issuance under the Plan and does not include awards paid in cash. During the
three and nine month periods ended September 30, 2000, the committee granted
389,100 and 1,440,600 options to employees respectively. The options with the
exception of the 260,000 options discussed above were granted with an exercise
price equal to the fair value of the stock using the Black-Scholes Model which
up to and including June 7, 2000 was the initial public offering price of $8.00
per share.

7. INCOME TAXES

The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109"). SFAS 109 requires an asset and liability approach which
requires the recognition of deferred tax assets and deferred tax liabilities for
the expected future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities. Valuation
allowances will be established when necessary to reduce deferred tax assets to
the amount expected to be realized.

No benefit for federal income tax has been recorded for the nine months ended
September 30, 2000, as the net deferred tax asset is fully reserved because of
the uncertainties regarding the Company's ability to utilize the asset in future
years.

8. STOCKHOLDERS' EQUITY

On June 7, 2000, UbiquiTel completed the initial public offering of its common
stock ("IPO"). A total of 13,280,000 shares of common stock (including 780,000
shares of common stock upon exercise of a portion of the underwriters'
overallotment option effective on July 6, 2000) were sold to the public at a
price of $8.00 per share. UbiquiTel received net proceeds of approximately $96.7
million after underwriting discounts and offering expenses of $9.5 million.
Concurrently with the IPO, all of the shares of UbiquiTel's preferred stock were
converted into shares of UbiquiTel's common stock on a two-for-one basis.

9. WHOLLY-OWNED OPERATING SUBSIDIARY SUMMARIZED FINANCIAL INFORMATION

On April 11, 2000, Operating Company issued 14% Senior Subordinated Discount
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 SEC. 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 and will be used to partially 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 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

                                      11

<PAGE>

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 the IPO. 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. Separate financial statements and other
disclosures related to Operating Company as issuer of the debt are not provided
because management has determined that such information is not material to
investors. The summarized financial information of Operating Company as of
December 31, 1999 and September 30, 2000 (unaudited) and for the three months
ended September 30, 2000, and for the nine months ended September 30, 2000
(unaudited) is presented below:


<TABLE>
<CAPTION>

   Summarized balance sheet data                                            SEPTEMBER 30, 2000        DECEMBER 31, 1999
                                                                           ---------------------    ----------------------
                                                                               (UNAUDITED)
   <S>                                                                     <C>                      <C>
   Assets:
        Cash and other current assets................................         $  188,741,690            $    23,994,826
        Property and equipment, net..................................             23,986,089                         --
        Construction in progress.....................................             56,058,086                  4,085,942
        Other assets.................................................             16,312,182                         --
        Restricted cash..............................................             75,000,000                         --
        Deferred financing costs.....................................             12,533,371                  2,110,642
                                                                           ---------------------    ----------------------
            Total assets.............................................         $  372,631,418            $    30,191,410
                                                                           ---------------------    ----------------------

   Liabilities and Equity:
        Accounts payable and accrued expenses........................         $   14,916,723            $     4,256,994
        Due to related parties.......................................                     --                    813,441
        Accrued interest.............................................                102,812                     10,521
        Current installment of capital leases........................                 79,903                         --
        Advances from parent.........................................            155,946,966                 19,584,045
        Long-term debts and leases...................................            222,267,575                  5,811,869
                                                                           ---------------------    ----------------------
            Total liabilities........................................            393,313,979                 30,476,870
        Equity and Accumulated Deficit...............................            (20,682,561)                  (285,460)
                                                                           ---------------------    ----------------------
            Total liabilities and equity.............................         $  372,631,418            $    30,191,410
                                                                           =====================    ======================


                                                                               THREE MONTHS              NINE MONTHS
                                                                                  ENDED                     ENDED
   SUMMARIZED STATEMENT OF OPERATIONS DATA                                  SEPTEMBER 30, 2000       SEPTEMBER 30, 2000
                                                                           ---------------------    ----------------------
                                                                               (UNAUDITED)               (UNAUDITED)

   Revenues..........................................................         $    3,250,920            $     5,551,285
   Costs and expenses, including non-cash compensation charges.......             (7,972,676)               (13,920,194)
   Interest (expense) income.........................................             (2,864,369)                (7,810,514)
   Extraordinary item--loss on early extinguishment of debt...........                    --                 (4,217,677)
                                                                           ---------------------    ----------------------
   Net loss..........................................................         $   (7,586,125)           $   (20,397,100)
                                                                           =====================    ======================

</TABLE>

10. 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

                                      12

<PAGE>

transaction on April 15, 2000. The acquisition was accounted for under the
Purchase method of accounting. At September 30, 2000, the allocation of the
purchase price for this acquisition is preliminary and is subject to further
refinement based upon the completion of final valuation studies. The operating
results of the acquired business have been included in the Consolidated
Statement of Operations from the date of acquisition.

11. 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.

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 risks and uncertainties. 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 potential fluctuations in quarterly
results, dependence on new product development, rapid technology and market
change and risks related to the build-out of our PCS network as well as future
growth and rapid expansion. 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. Until June 30, 2000 we were
a development stage company and 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 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.

                                      13

<PAGE>

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 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, UT
and Las Vegas, NV.

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.

We have commenced operations in our Reno/Tahoe market, which together with the
Spokane, Washington market, cover approximately 850,000 residents. On September
30, 2000 we had approximately 11,200 subscribers. We expect to cover
approximately 55% 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. From our inception on September 29, 1999 through September 30,
2000, we have incurred losses of approximately $37.0 million. We expect to
continue to incur significant operating losses and to generate significant
negative cash flow from operating activities until at least 2003 while we
develop and construct our PCS network and build our customer base. Through
September 30, 2000, we incurred approximately $82.2 million of capital
expenditures, inclusive of approximately $18.4 million worth of network
equipment acquired as part of Spokane market purchase.

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, on roaming revenues received when Sprint PCS customers
from a different territory make a wireless call on our PCS network, and on
roaming revenues from non-Sprint PCS customers. 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. Sprint PCS paid approximately $90.0
million for the PCS licenses in our markets and will incur additional expenses
for microwave clearing. Our results of operations are dependent on Sprint PCS'
network and, to a lesser extent, on the networks of our affiliates.

As a Sprint PCS affiliate, we will purchase a full suite of support services
from Sprint PCS. Initially, the charges for these services will be lower than if
we provided these services ourselves. In addition, we expect that, by using
these established services, our capital expenditures and demands on our
management's time in connection with support services will be lower than if we
developed and provided the services ourselves. We will 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
will initially purchase: 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

                                      14

<PAGE>

costs may increase and our operations may be interrupted or restricted.






























                                      15



<PAGE>

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000

CUSTOMER ADDITIONS

As of September 30, 2000, the Company provided personal communication services
to approximately 11,200 customers resulting from the acquisition of Spokane
market from Sprint on April 15, 2000 and subsequent activations in that market.

REVENUES

   o     SUBSCRIBER REVENUE. Subscriber revenue during the quarter ended
         September 30, 2000 was approximately $1.8 million. This consists 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 territory. Our customers' charges are dependent on their rate
         plans, based on the number of minutes included in their plan. 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 quarter ended
         September 30, 2000, we generated approximately $997,000 in Travel
         revenue from our networks in Auburn/Grass Valley, CA, Spokane, WA, Las
         Vegas, NV, and Logan, UT.

   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 $104,000 in non-Sprint
         roaming revenue during the quarter.

During the quarter 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. We record and retain 100% of the revenue
         from the sale of handsets and accessories, net of an allowance for
         returns, as product sales revenue. The amount recorded during the
         quarter ended September 30, 2000 for product sales totaled
         approximately $311,000.

COST OF SERVICE AND OPERATIONS

   o     NETWORK OPERATIONS EXPENSES. Expenses totaling approximately $2.3
         million incurred during the quarter ended September 30, 2000 related to
         network operations which includes radio communications site lease
         costs, utilities, network control maintenance, network control site
         leases, engineering personnel, transport facilities, interconnect
         charges.

   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 market. Pursuant to our affiliation agreement, Sprint PCS can
         change this rate. We pay roaming fees to other wireless providers when
         our customers use their network. During the quarter ended September 30,
         2000, we paid a total of approximately $473,000 in roaming and travel
         fees.

                                      16

<PAGE>

   o     OPERATING EXPENSES. Other operating expenses totaling approximately
         $294,000 were incurred during the quarter ended September 30, 2000. The
         fees we pay to Sprint PCS for the use of their support services,
         including billing and collections services and customer care are also
         included in this expense category.

COST OF PRODUCTS SOLD

The cost of products sold totaled approximately $648,000 during the quarter
ended September 30, 2000. This includes 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, our retail stores, advertising programs and residual
commissions. We incurred expenses of approximately $1,250,000 during the three
month period ended September 30, 2000. At September 30, 2000, there were
approximately 54 employees performing sales and marketing functions.

GENERAL AND ADMINISTRATIVE

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

NONCASH COMPENSATION FOR GENERAL AND ADMINISTRATIVE MATTERS

During the quarter ended September 30, 2000, non-cash compensation for general
and administrative matters totaled approximately $123,000. The Company applies
the provisions of APB Opinion No. 25 and related interpretations in accounting
for its stock option 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 noncash 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,
2000 totaled approximately $995,000. 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, 2000, interest income was approximately
$4.8 million. 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 2000.

INTEREST EXPENSE

                                      17

<PAGE>

Interest expense totaled approximately $7.6 million during the three months
ended September 30, 2000. 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 prime rate plus specified margin until May 2000 and was subsequently
rolled under the reserve adjusted London interbank offered rate, based on
monthly contracts.

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, 2000, the net loss was approximately
$7.6 million.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

Our operating results for the nine months ended September 30, 2000 consist
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 were generally limited to network build-out, raising capital and
development of various operating functions for the Company.

REVENUES

   o     SUBSCRIBER REVENUE. Subscriber revenue for the nine months ended
         September 30, 2000 was approximately $3.2 million. This consists 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 territory.

   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, 2000, we generated approximately $1,758,000 in
         travel revenue from our networks in Auburn/Grass valley, CA, Spokane,
         WA, Las Vegas, NV, and Logan, UT.

   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 $120,000 in non-Sprint
         roaming revenue during the nine months ended September 30, 2000.

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

COST OF SERVICE AND OPERATIONS

   o     NETWORK OPERATIONS EXPENSES. Network operating expenses totaling
         approximately $3.8 million were incurred during the nine months ended
         September 30, 2000. These included radio communications site lease
         costs, utilities, network control maintenance, network control site
         leases, engineering personnel, transport

                                      18

<PAGE>

         facilities, interconnect charges. The payroll and other expenses
         associated with network build-out were also included in network
         operating expenses.

   o     ROAMING AND TRAVEL EXPENSES. During the nine months ended September 30,
         2000, we paid a total of approximately $838,000 in roaming and travel
         fees.

   o     OPERATING EXPENSES. Other operating expenses totaling approximately
         $468,000 were incurred during the nine months ended September 30, 2000.
         The fees we pay to Sprint PCS for the use of their support services,
         including billing and collections services, customer care and
         subscriber activation are also included in this expense category.

COST OF PRODUCTS SOLD

The cost of products sold totaled approximately $923,000 during the nine months
ended September 30, 2000. This includes 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, our retail stores, advertising programs and residual
commissions. We incurred expenses of approximately $1,832,000 during the nine
month period ended September 30, 2000.

GENERAL AND ADMINISTRATIVE

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

NONCASH COMPENSATION FOR GENERAL AND ADMINISTRATIVE MATTERS

During the nine months ended September 30, 2000, non-cash compensation for
general and administrative matters totaled approximately $369,000. The Company
applies the provisions of APB Opinion No. 25 and related interpretations in
accounting for its stock option 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 noncash 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,
2000 totaled approximately $1.8 million. 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, 2000, interest income was approximately
$8.4 million. 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
liquid accounts waiting

                                      19

<PAGE>

to be deployed. 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 2000.





























                                      20

<PAGE>


INTEREST EXPENSE

Interest expense totaled approximately $16.3 million during the nine months
ended September 30, 2000. 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 accrued
at prime rate plus specified margin through May 2000 and was subsequently rolled
under the reserve adjusted London interbank offered rate, based on monthly
contracts. Interest expense also included the amortized amount of deferred
financing fees relating to our senior credit facility and senior subordinated
discount notes.

NET LOSS

For the nine months ended September 30, 2000, the net loss was approximately
$35.0 million, including $14.6 million in payment of preferred stock dividends
plus accretion and a $4.2 million extraordinary expense.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, our activities have 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. We have
relied on the proceeds from equity and debt financing, rather than revenues, as
our primary sources of capital. Specifically, operations during this development
phase have been funded through equity infusions of $148.2 million in the form of
preferred stock and initial public offering and the proceeds of senior
subordinated discount notes of $152.3 million. Cash interest on the senior
subordinated discount notes will become payable on October 15, 2005.

Completion of our PCS network will require substantial capital, which we expect
could total approximately $172 million in 2001 to 2003. Our build-out plan
includes the installation of 3 switches and over 500 radio communications sites
by the end of 2001. In addition, we will develop approximately 20 company-owned
Sprint PCS stores and associated administrative systems within the same time
period. As of September 30,2000, we have completed the construction of two
retail stores in Spokane, WA. We also have 57 radio communications sites
currently generating revenues as of September 30, 2000.

On March 31, 2000, we signed a new senior secured credit agreement with Paribas.
The new senior credit facility consists 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.
These borrowings under the credit facility at September 30, 2000, bear interest
at LIBOR plus 4.25%. The escrow account will remain the property of our lenders
and will not be released to us if an event of default has occurred under the
credit agreement. Additionally, the escrow account will not be released to us
until specified conditions have been satisfied. These conditions include, among
others, evidence that we have used all of the proceeds from our sale of senior
subordinated discount notes and from UbiquiTel's initial public offering to pay
fees and expenses in connection with these offerings, to fund the build-out of
our network or for other general corporate and working capital purposes.
Additional borrowings under our senior credit facility must be placed into
escrow until the conditions to release our initial borrowing of $75.0 million
have been satisfied. 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 in
Operating Company. Scheduled amortization payments of principal for the term
loans under the senior credit facility begin on June 30, 2004.

As of September 30, 2000, we had approximately $187.1 million in cash and cash
equivalents, and an additional $75.0 million in an escrow account subject to
release pending satisfaction of certain conditions under our senior


                                      21
<PAGE>


credit facility. Working capital was approximately $173.6 million.

Net cash used by operating activities was approximately $3.4 million for the
nine months ended September 30, 2000. This was primarily attributable to the
operating loss of approximately $16.2 million being partly offset by noncash
items of approximately $13.8 and cash used for working capital of approximately
$983,000.

Net cash used in investing activities was approximately $160.6 million during
the nine months ended September 30, 2000. The expenditures were related
primarily to the purchase of the Spokane market for approximately $35.5 million
and payment of $50.1 million for equipment needed in the construction of our
portion of the Sprint PCS Network. Cash used in investing activities also
included an investment of $75 million of restricted cash in short-term
securities.

Net cash provided by financing activities was approximately $327.1 million,
consisting primarily of the preferred stock issued of $25.0 million, proceeds of
$152.3 million from the senior subordinated discount notes, $75.0 million
drawing under the senior credit facility and the $106.2 million proceed from the
initial public offering. The proceeds were reduced by financing costs and IPO
costs of approximately $22.4 million, preferred dividend payment of
approximately $1.0 million and the repayment of the $8.0 million term loan.

As part of our management agreement, Sprint PCS requires us to build-out
portions of our network by various dates including December 31, 2000, March 31,
2001, 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.

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;


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     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
the Company's 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 is approximately $75.0
million at September 30, 2000. Considering this total outstanding balance of
approximately $75.0 million at September 30, 2000, a 1% change in interest rate
would result in an increase in pre-tax losses of approximately $750,000 per
year.

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) Reference is made to Note 6 of the Consolidated Financial Statements
included herein for a description of stock options granted to our employees to
purchase shares of UbiquiTel's common stock during the three month period ended
September 30, 2000. The issuances of such securities were deemed to be exempt
from registration under the Securities Act of 1933 in reliance upon Section 4(2)
or in reliance upon Rule 701 promulgated thereunder, in each case as
transactions not involving a public offering.

(d) On June 7, 2000, UbiquiTel completed a public offering of its common stock.
An aggregate of 13,280,000 shares (including 780,000 shares upon exercise of a
portion of the underwriters' overallotment option on July 7, 2000) were sold to
the public at a price of $8.00 per share. The offering was effected pursuant to
a Registration Statement on Form S-1 (Registration No. 333-32236), which was
declared effective by the Securities and Exchange Commission on June 7, 2000.
Donaldson Lufkin & Jenrette, Banc of America Securities LLC and DLJdirect Inc.
were the managing underwriters for the offering.

Of the approximately $106.2 million in aggregate proceeds received by us in the
offering, (i) approximately $6.6 million was paid to underwriters in connection
with the underwriting discount, and (ii) approximately $2.9 million was paid in
connection with offering expenses, printing fees, filing fees and legal fees.
The proceeds have been and will be used to partially fund the construction of
our network and general corporate purposes, including working capital and the
funding of operating losses. Pending such uses, we have invested the proceeds in
short-term, interest bearing, investment-grade securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.


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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Reports on Form 8-K

          None.

     (b)  Exhibits:

              Exhibit No.               Description
              -----------               -----------

              27.1                      Financial Data Schedule























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                                   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/ PETER LUCAS
                                   ---------------------------------------------
                                    Peter Lucas
                                    Interim Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

July 13, 2001
















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