<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 JUNE 30, 2000

                             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.)

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

                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)

                  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)

                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 / /     No /X/

There were 63,543,604 shares of common stock, $.0005 par value, of UbiquiTel
Inc. outstanding at July 27, 2000.

There were 1,000 shares of common stock, $.01 par value, of UbiquiTel Operating
Company outstanding at July 27, 2000.


                                       1
<PAGE>


                         UBIQUITEL INC. AND SUBSIDIARIES

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


                                      INDEX
                                      -----
<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>        <C>                                                                                 <C>

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements
           Consolidated Balance Sheets as of June 30, 2000 (unaudited) and
           December 31, 1999 (audited)............................................................4
           Consolidated Statements of Operations for the three and six
           months ended June 30, 2000 (unaudited) and period from inception,
           September 29, 1999 to June 30, 2000 (unaudited)........................................5
           Consolidated Statements of Cash Flows for the six months ended
           June 30, 2000 (unaudited) and period from inception, September 29, 1999
           to June 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 10 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 STATEMENT

                         UBIQUITEL INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                   JUNE 30, 2000
                                                                   (AS RESTATED-
                                                                   SEE NOTE 12)         DECEMBER 31, 1999
                                                                 -------------------   --------------------
                                                                    (UNAUDITED)
<S>                                                              <C>                   <C>
                                       ASSETS

CURRENT ASSETS:
   Cash and cash equivalents.....................................  $  216,207,391         $  23,959,190
   Accounts receivable, net of allowance for doubtful accounts...         873,890                     -
   Inventory.....................................................         204,087                     -
   Prepaid expenses and other assets.............................         481,035                35,636
                                                                 -------------------   --------------------
        Total current assets.....................................     217,766,403            23,994,826
PROPERTY AND EQUIPMENT, NET .....................................      21,780,787                     -
CONSTRUCTION IN PROGRESS.........................................      19,931,883             4,085,942
RESTRICTED CASH..................................................      75,000,000                     -
DEFERRED FINANCING COSTS, NET....................................      12,893,522             2,110,642
INTANGIBLE ASSETS, NET...........................................      16,293,415                     -
OTHER ASSETS.....................................................         211,571                     -
                                                                 -------------------   --------------------
              Total assets.......................................  $  363,877,581         $  30,191,410
                                                                 -------------------   --------------------
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses.........................  $    8,103,653         $   4,460,635
   Due to shareholders...........................................          13,927             1,663,441
   Accrued interest..............................................       1,426,110                10,521
   Dividends payable.............................................               -                 9,030
   Current installments of capital leases........................          72,226                     -
                                                                 -------------------   --------------------
      Total current liabilities..................................       9,615,916             6,143,627
                                                                 -------------------   --------------------
LONG-TERM DEBT...................................................     216,332,834             5,811,869
CAPITAL LEASE OBLIGATIONS, NON CURRENT...........................         161,717                     -
                                                                 -------------------   --------------------
      Total long-term liabilities................................     216,494,551             5,811,869
                                                                 -------------------   --------------------
              Total liabilities..................................     226,110,467            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 June
      30, 2000 and December 31, 1999.............................               -                     -
      100,000,000 shares of voting common stock, par value, $0.0005
      authorized; 62,763,604 and 6,834,000 shares issued and
      outstanding at June 30, 2000 and December 31, 1999,
      respectively...............................................          31,382                 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....................................     166,564,690            17,428,425
   Accumulated deficit during the development stage..............     (29,398,981)           (1,987,091)
                                                                 -------------------   --------------------
      Total stockholders' equity.................................     137,197,091            15,477,760
                                                                 -------------------   --------------------
              Total liabilities and stockholders' equity.........  $  363,877,581         $  30,191,410
                                                                 ===================   ====================


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


</TABLE>

                                                     4
<PAGE>



                         UBIQUITEL INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                                                    PERIOD FROM
                                                                                                                     INCEPTION,
                                                                                                                 SEPTEMBER 29, 1999
                                                                                           SIX MONTHS ENDED              TO
                                                                                            JUNE 30, 2000          JUNE 30, 2000
                                                                    THREE MONTHS ENDED      (AS RESTATED-          (AS RESTATED-
                                                                      JUNE 30, 2000          SEE NOTE 12)           SEE NOTE 12)
                                                                    -------------------  ---------------------  --------------------
                                                                       (UNAUDITED)           (UNAUDITED)            (UNAUDITED)
<S>                                                                 <C>                  <C>                    <C>

REVENUES:
   Service revenue........................................            $   2,070,007        $     2,138,526        $     2,138,526
   Product sales..........................................                  161,839                161,839                161,839
                                                                    -------------------  ---------------------  --------------------
       Total revenue......................................                2,231,846              2,300,365              2,300,365

COSTS AND EXPENSES:
   Cost of service and operations (exclusive of
   depreciation as shown separately below)................                1,822,644              2,038,295              2,038,295
   Cost of products sold..................................                  274,938                274,938                274,938
   Selling and marketing..................................                  526,256                579,776                579,776
   General and administrative expenses excluding non-cash
     compensation charges.................................                1,457,170              1,988,911              2,543,341
   Non-cash compensation for general and administrative
     matters..............................................                  127,057                245,700              1,640,429
     Depreciation and amortization........................                  795,227                819,898                819,898
                                                                    -------------------  ---------------------  --------------------
       Total costs and expenses...........................                5,003,292              5,947,518              7,896,677

OPERATING LOSS............................................               (2,771,446)            (3,647,153)            (5,596,312)
INTEREST INCOME...........................................                3,280,456              3,663,241              3,663,241
INTEREST EXPENSE..........................................               (8,180,606)            (8,609,386)            (8,638,288)
                                                                    -------------------  ---------------------  --------------------
LOSS BEFORE EXTRAORDINARY ITEM AND PREFERRED STOCK
   DIVIDENDS..............................................               (7,671,596)            (8,593,298)           (10,571,359)
LESS: PREFERRED STOCK DIVIDENDS PLUS ACCRETION............               (1,150,029)           (14,600,914)           (14,609,944)
                                                                    -------------------  ---------------------  --------------------
LOSS BEFORE EXTRAORDINARY ITEM............................               (8,821,625)           (23,194,212)           (25,181,303)
EXTRAORDINARY ITEM-EARLY EXTINGUISHMENT OF DEBT...........               (2,494,797)            (4,217,677)            (4,217,677)
                                                                    -------------------  ---------------------  --------------------
NET LOSS..................................................            $ (11,316,422)       $   (27,411,889)       $   (29,398,980)
                                                                    ===================  =====================  ====================

BASIC AND FULLY DILUTED NET LOSS PER SHARE OF COMMON
   STOCK:
   Loss before extraordinary item.........................            $       (0.17)       $         (0.49)
   Extraordinary item.....................................                    (0.05)                 (0.09)
                                                                    -------------------  ---------------------
   Net Loss...............................................            $       (0.22)       $         (0.58)
                                                                    ===================  =====================

BASIC AND FULLY DILUTED WEIGHTED-AVERAGE OUTSTANDING
   COMMON SHARES..........................................               52,739,143             47,606,744
                                                                    ===================  =====================

</TABLE>

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



                                       5

<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                          PERIOD FROM
                                                                                                           INCEPTION,
                                                                                 SIX MONTHS ENDED      SEPTEMBER 29, 1999
                                                                                  JUNE 30, 2000         TO JUNE 30, 2000
                                                                                  (AS RESTATED-          (AS RESTATED-
                                                                                   SEE NOTE 12)           SEE NOTE 12)
                                                                               ---------------------  ---------------------
                                                                                   (UNAUDITED)            (UNAUDITED)
<S>                                                                            <C>                    <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Loss before extraordinary item and preferred stock dividends............          $   (8,593,298)        $   (10,571,359)
Adjustments to reconcile net loss to net cash used in operating activities:
   Amortization of deferred financing costs.............................                 798,739                 817,120
   Amortization of intangible assets....................................                 321,115                 321,115
   Depreciation.........................................................                 498,783                 498,783
   Interest accrued on senior debt......................................               4,680,723               4,680,723
   Non-cash compensation from stock options granted to employees........                 245,700               1,640,429
Changes in operating assets and liabilities exclusive of acquisition
   and capital expenditures:
   Accounts receivable..................................................                (465,613)               (465,613)
   Inventory............................................................                (204,087)               (204,087)
   Prepaid expenses and other assets....................................                (553,541)               (589,177)
   Accounts payable and accrued expenses................................               1,395,980               1,780,035
                                                                               ---------------------  ---------------------
       Net cash used in operating activities............................              (1,875,499)             (2,092,031)
                                                                               ---------------------  ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures.................................................             (14,726,275)            (14,736,675)
   Purchase of Spokane market...........................................             (35,506,694)            (35,506,694)
   Purchase of other network assets from Sprint.........................              (2,875,794)             (2,875,794)
   Change in restricted cash............................................             (75,000,000)            (75,000,000)
                                                                               ---------------------  ---------------------
       Net cash used in investing activities............................            (128,108,763)           (128,119,163)
                                                                               ---------------------  ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of senior subordinated notes and detachable
    warrants............................................................             152,277,000             152,277,000
   Repayment of long-term debt..........................................              (8,000,000)                      -
   Drawings under senior secured credit facility........................              75,000,000              75,000,000
   Financing costs......................................................             (12,934,591)            (13,668,591)
   Capital lease payments...............................................                  (8,019)                 (8,019)
   Proceeds from issuance of convertible preferred stock subsequently
    converted to common stock...........................................              25,000,000              42,008,500
   Preferred dividend payment...........................................              (1,007,684)             (1,007,684)
   Warrants exercised...................................................                  24,891                  24,891
   Proceeds from issuance of common stock...............................             100,000,000             100,019,417
   Offering costs.......................................................              (8,119,134)             (8,226,929)
                                                                               ---------------------  ---------------------
       Net cash provided by financing activities........................             322,232,463             346,418,585
                                                                               ---------------------  ---------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS...............................             192,248,201             216,207,391
CASH AND CASH EQUIVALENTS, beginning of period..........................              23,959,190                       -
                                                                               ---------------------  ---------------------
CASH AND CASH EQUIVALENTS, end of period................................          $  216,207,391         $   216,207,391
                                                                               =====================  =====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest...............................................          $    1,703,814         $     1,703,814
   Cash paid for income taxes...........................................                       -                       -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

   Network assets acquired but not paid                                                5,969,074               5,969,074
   Extraordinary item-early extinguishment of debt                                     4,217,677               4,217,677
   Deferred financing costs incurred but not paid                                        325,000                 325,000
   Preferred stock accretion                                                          13,592,874              13,601,904
   IPO costs incurred but not paid                                                       112,090                 112,090

</TABLE>

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

                                       6

<PAGE>

                         UBIQUITEL INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   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 June 30, 2000 and for the three
months and six months ended June 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 June 30, 2000, and the Company's operations for the three months and six
months ended June 30, 2000 and cash flows for the six months ended June 30,
2000. Operating results for the three months and six months ended June 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 fiscal year ending December 31, 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 quarter ending June 30, 2000. Management is
currently assessing the impact of the adoption of SAB101.

                                       8

<PAGE>

2. ORGANIZATIONS 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, the
Founders' Agreement was executed and 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.

3. DEVELOPMENT STAGE ENTERPRISE

UbiquiTel was established on September 29, 1999 (inception). The Company has
devoted most of its efforts to date on activities such as preparing business
plans, raising capital, and planning the build-out of its PCS network in the
Reno/Tahoe market. From inception through June 30, 2000, the Company has not
generated significant revenues (approximately $2.3 million since inception) and
has incurred expenses of approximately $17.1 million including an extraordinary
item of approximately $4.2 million, resulting in an accumulated deficit during
the development stage of approximately $25.2 million as of June 30, 2000 after
preferred stock dividends and effects of a beneficial conversion on Series B
Convertible Preferred Stock.

4. 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.


                                       9

<PAGE>


<TABLE>
<CAPTION>

                                                                                THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                                    JUNE 30, 2000              JUNE 30, 2000
                                                                              -------------------------  ------------------------
                                                                                    (UNAUDITED)                 (UNAUDITED)
<S>                                                                           <C>                        <C>
Stock Options............................................................             4,051,500                  4,051,500
Warrants.................................................................             4,843,987                  4,843,987
                                                                              -------------------------  ------------------------
Total....................................................................             8,895,487                  8,895,487
                                                                              =========================  ========================

</TABLE>

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:


<TABLE>
<CAPTION>

                                                                                   JUNE 30, 2000            DECEMBER 31,1999
                                                                              -------------------------  ------------------------
                                                                                    (UNAUDITED)
<S>                                                                           <C>                        <C>
Network Equipment.........................................................         $   21,583,760            $            -
Vehicles..................................................................                119,894                         -
Furniture & Office Equipment..............................................                575,915                         -
                                                                              -------------------------  ------------------------
                                                                                       22,279,569                         -
Accumulated Depreciation..................................................               (498,782)                        -
                                                                              -------------------------  ------------------------
       Subtotal...........................................................             21,780,787                         -
Construction in Progress..................................................             19,931,883                 4,085,942
                                                                              -------------------------  ------------------------
       Total..............................................................         $   41,712,670            $    4,085,942
                                                                              =========================  ========================

</TABLE>

6. LONG-TERM DEBT

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


<TABLE>
<CAPTION>

                                                                                    JUNE 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...................................             300,000,000                         -
   Less: Discount........................................................            (143,042,277)                        -
   Less: Warrants........................................................             (15,624,889)                        -
Senior Secured Credit Facility...........................................              75,000,000                         -
                                                                              -------------------------  ------------------------
        Long-term debt...................................................         $   216,332,834            $    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

                                      10

<PAGE>

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.

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 3.25% 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 three month
period ended June 30, 2000 (unaudited) as an extraordinary item.

On April 11, 2000, Operating Company issued 14% Senior Subordinated Discount
Notes. See Note 10 for additional information.

7. 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 three month period ended June
30, 2000, 200,000 non-qualified options were forfeited. Donald A. Harris,
President and CEO, pursuant to his employment agreement

                                      11

<PAGE>

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.

During the three months and six months ended June 30, 2000 (unaudited), the
Company amortized approximately $127,000 and $246,000 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 4,051,500.

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, consultants 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 six month periods ended June 30, 2000, the
committee granted 731,500 and 1,051,500 options to employees. 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.

8. 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 six months ended
June 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.

9. STOCKHOLDERS' EQUITY

On June 7, 2000, UbiquiTel completed the initial public offering of its common
stock ("IPO"). A total of 12,500,000 shares of common stock (excluding 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 $93.8
million after underwriting discounts of $6.2 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.

10. WHOLLY-OWNED OPERATING SUBSIDIARY SUMMARIZED FINANCIAL INFORMATION

On April 11, 2000, Operating Company issued 14% Senior Subordinated Discount
Notes with a maturity value of

                                      12

<PAGE>

$300.0 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. The Notes were issued at a discount and generated approximately
$152.3 million in gross proceeds The proceeds 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 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 June 30, 2000 (unaudited) and for the three months ended
June 30, 2000, and for the six months ended June 30, 2000 (unaudited) and the
cumulative period from November 9, 1999 (inception) to June 30, 2000 (unaudited)
is presented below:


<TABLE>
<CAPTION>

   Summarized balance sheet data                    JUNE 30, 2000          DECEMBER 31, 1999
                                                  ------------------    -----------------------
                                                     (Unaudited)
   <S>                                            <C>                   <C>
   Assets:
        Cash and other current assets............. $  217,766,403           $    23,994,826
        Property and equipment, net...............     21,780,787                        --
        Construction in progress..................     19,931,883                 4,085,942
        Other assets..............................     16,504,986                        --
        Restricted cash...........................     75,000,000                        --
        Deferred financing costs..................     12,893,522                 2,110,642
                                                  ------------------    -----------------------
            Total assets..........................  $ 363,877,581           $    30,191,410
                                                  ------------------    -----------------------

   Liabilities and Equity:
        Accounts payable and accrued expenses.....  $   2,225,909           $       373,575
        Due to Lucent Technologies................      5,765,654                 3,883,419
        Due to related parties....................         13,927                   813,441
        Accrued interest..........................      1,426,110                    10,521
        Current installment of capital leases.....         72,226                        --
        Advances from parent......................   150,975,6407                19,584,045
        Long-term debts and leases................    216,494,551                 5,811,869
                                                  ------------------    -----------------------
            Total liabilities.....................    376,974,017                30,476,870
        Equity and Accumulated Deficit............    (13,096,436)                 (285,460)
                                                  ------------------    -----------------------
            Total liabilities and equity..........  $ 363,877,581           $    30,191,410
                                                  ==================    =======================

</TABLE>




                                                13

<PAGE>


<TABLE>
<CAPTION>

                                                                              Cumulative for
                                                                              the Period from
                                                         Three Months            Six Months             Inception
                                                             Ended                 ended            (November 9, 1999)
   Summarized statement of operations data               June 30, 2000         June 30, 2000         to June 30, 2000
                                                       ------------------    -------------------    -------------------
                                                          (Unaudited)           (Unaudited)            (Unaudited)
   <S>                                                 <C>                   <C>                    <C>
   Revenues....................................         $   2,231,846          $   2,300,365           $   2,300,365
   Costs and expenses, including non-cash
       compensation charges....................            (5,003,292)            (5,947,518)             (6,205,076)
   Interest expense (income)...................            (4,900,150)            (4,946,145)             (4,975,047)
   Extraordinary item--loss on early
       extinguishment of debt..................            (2,494,798)            (4,217,677)             (4,217,677)
                                                       ------------------    -------------------    -------------------
   Net loss....................................         $ (10,166,394)         $ (12,810,975)          $ (13,097,435)
                                                       ==================    ===================    ===================

</TABLE>

11. 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 $35.0 million. The Company closed this transaction on April 15,
2000. The acquisition was accounted for under the Purchase method as specified
in APB 16. At June 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.

12. 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. We are a development stage
company and

                                      14

<PAGE>

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.

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 $35.0 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 currently commenced limited operations in one of our markets, which
together with the Spokane, Washington market, cover approximately 500,000
residents. We currently have approximately 10,000 subscribers. We expect to
cover approximately 55% of the resident population in our markets by the end of
2001 and expect to cover approximately 63% by June 30, 2004 upon completion of
our build-out.

We are a development stage company with very limited operations and revenues,
significant losses and substantial capital requirements. From our inception on
September 29, 1999 through June 30, 2000, we have incurred losses of
approximately $29.4 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 June 30, 2000, we incurred approximately
$42.2 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

                                      15

<PAGE>

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

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2000

CUSTOMER ADDITIONS

As of June 30, 2000, the Company provided personal communication services to
approximately 9,900 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 June
         30, 2000 was approximately $1.4 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
         June 30, 2000, we generated approximately $693,000 in Travel revenue
         from our networks in Auburn/Grass valley, CA, Spokane, WA, Las Vegas,
         NV, and Logan, UT. With the exception of our network in Auburn/Grass
         Valley, all of our networks generated travel revenue for two and a half
         months during the quarter.

   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 $16,000 in non-Sprint
         roaming revenue during the quarter.

                                      16

<PAGE>

During the quarter ended June 30, 2000, our average monthly revenue per user
including travel and roaming revenues, was approximately $83, and without
roaming and travel revenues was approximately $56.

   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 June 30, 2000 for product sales totaled approximately
         $162,000.

COST OF SERVICE AND OPERATIONS

   o     NETWORK OPERATIONS EXPENSES. Expenses totaling approximately $1.3
         million incurred during the quarter ended June 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 June 30,
         2000, we paid a total of approximately $365,000 in roaming and travel
         fees.

   o     OPERATING EXPENSES. Other operating expenses totaling approximately
         $173,000 were incurred during the quarter ended June 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 $275,000 during the quarter
ended June 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 $526,000 during the three
month period ended June 30, 2000. At June 30, 2000, there were approximately 26
employees performing sales and marketing functions.

GENERAL AND ADMINISTRATIVE

We incurred general and administrative expenses totaling approximately $1.5
million during the quarter ended June 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 June 30, 2000, non-cash compensation for general and
administrative matters totaled approximately $127,000. The Company applies the
provisions of APB Opinion No. 25 and related interpretations

                                      17

<PAGE>

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 June 30, 2000
totaled approximately $795,000. 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 June 30, 2000, interest income was approximately $3.3
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 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.

INTEREST EXPENSE

Interest expense totaled approximately $8.2 million during the three months
ended June 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.
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 June 30, 2000, the net loss was approximately $11.3
million.

FOR THE SIX MONTHS ENDED JUNE 30, 2000

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

REVENUES

   o     SUBSCRIBER REVENUE. Subscriber revenue for the six months ended June
         30, 2000 was approximately $1.4 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. During the six months ended June 30, 2000,
         we generated approximately $761,000 in travel revenue from our networks
         in Auburn/Grass valley, CA, Spokane, WA, Las Vegas, NV,

                                      18

<PAGE>

         and Logan, UT. With the exception of our network in Auburn/Grass
         Valley, all of our networks generated travel revenue for two and a half
         months during the quarter.

   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 $16,000 in non-Sprint
         roaming revenue during the six months ended June 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 six
         months ended June 30, 2000 for product sales totaled approximately
         $162,000.

COST OF SERVICE AND OPERATIONS

   o     NETWORK OPERATIONS EXPENSES. Network operating expenses totaling
         approximately $1.5 million was incurred during the six months ended
         June 30, 2000. These included radio communications site lease costs,
         utilities, network control maintenance, network control site leases,
         engineering personnel, transport 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 six months ended June 30, 2000,
         we paid a total of approximately $365,000 in roaming and travel fees.

   o     OPERATING EXPENSES. Other operating expenses totaling approximately
         $173,000 were incurred during the six months ended June 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 $275,000 during the six months
ended June 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 $580,000 during the six month
period ended June 30, 2000.

GENERAL AND ADMINISTRATIVE

We incurred general and administrative expenses totaling approximately $2.0
million during the six months ended June 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

                                      19

<PAGE>

During the six months ended June 30, 2000, non-cash compensation for general and
administrative matters totaled approximately $246,000. 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 six months ended June 30, 2000
totaled approximately $820,000. We depreciate our property and equipment using
the straight-line method over five to ten years.

INTEREST INCOME

For the six months ended June 30, 2000, interest income was approximately $3.7
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 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 $8.6 million during the six months ended
June 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 six months ended June 30, 2000, the net loss was approximately $27.4
million.

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 $142.0 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 June 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 June 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 June 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 June 30, 2000, we had approximately $216.2 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 credit
facility. Working capital was approximately $208.2 million.

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<PAGE>

Net cash used by operating activities was approximately $1.9 million for the six
months ended June 30, 2000. This was primarily attributable to the operating
loss of approximately $8.6 million being partly offset by noncash items of
approximately $6.5 million including approximately $4.7 million of interest
accrued on the notes and cash provided by working capital of approximately
$173,000.

Net cash used in investing activities was approximately $128.1 million during
the six months ended June 30, 2000. The expenditures were related primarily to
the purchase of Spokane market for approximately $35.5 million, the purchase of
other network assets from Sprint for approximately $2.9 million and payment for
equipment needed in the construction of our portion of the Sprint PCS Network.
This also included investment of $75 million restricted cash in short-term
securities.

Net cash provided by financing activities was approximately $322.2 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 $100.0 million proceed from the
initial public offering. The proceeds were reduced by financing costs and IPO
costs of approximately $21.0 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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<PAGE>

     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 June 30, 2000. Considering this total outstanding
balance of approximately $75.0 million at June 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 Notes 7 and 10 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
June 30, 2000 and the sale of warrants to purchase 3,579,000 shares of
UbiquiTel's common stock on April 11, 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 $2.0 million was paid in
connection with offering expenses, printing fees, filing fees and legal fees. We
expect to use the proceeds of the offering 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 expect to invest 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

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<PAGE>

On May 30, 2000, in connection with UbiquiTel's initial public offering, the
security holders of UbiquiTel acting by written consent approved, among other
things, (i) a two-for-one stock split of UbiquiTel's voting and non-voting
common stock, (ii) the amendment and restatement of UbiquiTel's certificate of
incorporation and (iii) the amendment and restatement of UbiquiTel's by-laws.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Reports on Form 8-K

        None.

   (b)  Exhibits:

<TABLE>
<CAPTION>

        Exhibit No.               Description
        -----------               -----------
        <S>                       <C>
        27.1                      Financial Data Schedule

</TABLE>















                                      24

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



July 13, 2001










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