<PAGE>
<TABLE>
<S>                                                  <C>

                                         UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                     WASHINGTON, DC 20549

                                           FORM 10-Q

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

                         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                     Commission File Number
                                           000-30761

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


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

ONE WEST ELM STREET, SUITE 400, CONSHOHOCKEN, PA                     19428
    (Address of principal executive office)                        (Zip code)

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

                                     Commission File Number
                                            333-39950

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

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

ONE WEST ELM STREET, SUITE 400, CONSHOHOCKEN, PA                     19428
    (Address of principal executive office)                        (Zip code)

                      Co-Registrant's telephone number: (610) 832-3300
</TABLE>

Indicate by check mark whether each of the co-registrants (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that each
co-registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                                  Yes /X/  No / /

There were 63,553,604 shares of common stock, $.0005 par value, of UbiquiTel
Inc. outstanding at April 30, 2001.

There were 1,000 shares of common stock, $.01 par value, of UbiquiTel Operating
Company outstanding at April 30, 2001, all of which were owned by UbiquiTel Inc.




                                       1
<PAGE>

<TABLE>
<CAPTION>
                                              UBIQUITEL INC. AND SUBSIDIARIES

                                       FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2001


                                                            INDEX
                                                            -----
                                                                                                                              PAGE
                                                                                                                              ----
<S>        <C>                                                                                                                <C>

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements
                     Consolidated Balance Sheets as of March 31, 2001 (unaudited) and
                     December 31, 2000 (audited).................................................................................4
                     Consolidated Statements of Operations for the three
                     months ended March 31, 2001 and 2000 (unaudited)............................................................5
                     Consolidated Statements of Cash Flows for the three months ended
                     March 31, 2001 and 2000 (unaudited).........................................................................6
                     Notes to Consolidated Financial Statements..................................................................7

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations............................................................................................12

Item 3.    Quantitative and Qualitative Disclosure About Market Risk............................................................19


PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings....................................................................................................19

Item 2.    Changes in Securities and Use of Proceeds............................................................................19

Item 3.    Defaults Upon Senior Securities......................................................................................20

Item 4.    Submission of Matters to a Vote of Security Holders..................................................................20

Item 5.    Other Information....................................................................................................20

Item 6.    Exhibits and Reports on Form 8-K.....................................................................................20


Signatures......................................................................................................................21

</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. Pursuant to Rule 12h-5 of the
Securities Exchange Act, no separate financial statements and other disclosures
concerning Operating Company other than narrative disclosures and financial
information set forth in Note 6 to the Consolidated Financial Statements have
been presented herein. As used herein and except as the context otherwise may
require, the "Company," "we," "us," "our" or "UbiquiTel" means, collectively
UbiquiTel, Operating Company and all of their consolidated subsidiaries.

































                                       3
<PAGE>

<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                                                                       MARCH 31, 2001        DECEMBER 31, 2000
                                                                                     --------------------   --------------------
                                                                                         (UNAUDITED)
<S>                                                                                  <C>                    <C>
                                       ASSETS
CURRENT ASSETS:
   Cash and cash equivalents....................................................        $       87,779         $     147,706
   Accounts receivable, net of allowance for doubtful accounts of $274 at March
      31, 2001 and $88 at December 31, 2000, respectively.......................                 1,818                 1,297
   Inventory....................................................................                 1,442                   829
   Prepaid expenses and other assets............................................                 3,420                 2,350
                                                                                     --------------------   --------------------
        Total current assets....................................................                94,459               152,182
PROPERTY AND EQUIPMENT, NET ....................................................                72,155                47,651
CONSTRUCTION IN PROGRESS........................................................                80,536                72,221
RESTRICTED CASH.................................................................               155,000               105,000
DEFERRED FINANCING COSTS, NET...................................................                11,880                12,244
INTANGIBLE ASSETS, NET..........................................................                15,496                15,894

ADVANCE TO VIA WIRELESS.........................................................                 5,000                     -

DEFERRED TRANSACTION COSTS - VIA WIRELESS ACQUISITION...........................                 4,685                   545
OTHER ASSETS....................................................................                   829                   358
                                                                                     --------------------   --------------------
                       Total assets.............................................        $      440,040         $     406,095
                                                                                     ====================   ====================
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable and accrued expenses........................................        $       15,003         $      23,690
   Accrued interest.............................................................                   319                   212
   Current installments of capital leases.......................................                   232                    83
                                                                                     --------------------   --------------------
        Total current liabilities...............................................                15,554                23,985
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS....................................               314,680               258,363
                                                                                     --------------------   --------------------
                                        Total liabilities.......................               330,234               282,348
                                                                                     --------------------   --------------------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE WARRANTS.............................................................                   570                   570
                                                                                     --------------------   --------------------
STOCKHOLDERS' EQUITY:
   Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; 0
      shares issued and outstanding at March 31, 2001 and December 31, 2000.....                     -                     -
   Common stock, par value $0.0005 per share; 100,000,000 shares authorized;
      63,543,604 shares issued and outstanding at March 31, 2001 and December
      31, 2000..................................................................                    32                    32
   Additional paid-in-capital...................................................               167,673               167,550
   Accumulated deficit..........................................................               (58,469)              (44,405)
                                                                                     --------------------   --------------------
        Total stockholders' equity..............................................               109,236               123,177
                                                                                     --------------------   --------------------
                       Total liabilities and stockholders' equity...............        $      440,040         $     406,095
                                                                                     ====================   ====================


                    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>




                                                            4
<PAGE>

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

                                                                    THREE MONTHS ENDED    THREE MONTHS ENDED
                                                                      MARCH 31, 2001        MARCH 31, 2000
                                                                    -------------------  ---------------------
                                                                       (UNAUDITED)           (UNAUDITED)
<S>                                                                 <C>                  <C>
REVENUES:
   Service revenue........................................            $       5,828        $            69
   Product sales..........................................                      211                      -
                                                                    -------------------  ---------------------
       Total revenue .....................................                    6,039                     69

COSTS AND EXPENSES:
   Cost of service and operations.........................                    6,735                    216
   Cost of products sold..................................                    1,032                      -
   Selling and marketing..................................                    3,274                     53
   General and administrative expenses excluding non-cash
     compensation charges.................................                    2,978                    613
   Non-cash compensation for general and administrative
     matters..............................................                      123                    119
   Depreciation and amortization..........................                    2,135                     25
                                                                    -------------------  ---------------------
                     Total costs and expenses.............                   16,277                  1,026
                                                                    -------------------  ---------------------
OPERATING LOSS............................................                  (10,238)                  (957)
INTEREST INCOME...........................................                    3,594                    383

INTEREST EXPENSE..........................................                   (7,420)                  (348)
                                                                    -------------------  ---------------------
LOSS BEFORE EXTRAORDINARY ITEM AND PREFERRED STOCK
   DIVIDENDS..............................................                  (14,064)                  (922)
LESS: PREFERRED STOCK DIVIDENDS PLUS ACCRETION............                        -                 (9,230)
                                                                    -------------------  ---------------------
LOSS BEFORE EXTRAORDINARY ITEM............................                  (14,064)               (10,152)
EXTRAORDINARY ITEM-EARLY EXTINGUISHMENT OF DEBT...........                        -                 (1,723)
                                                                    -------------------  ---------------------
NET LOSS..................................................          $       (14,064)       $       (11,875)
                                                                    ===================  =====================

PRO FORMA BASIC AND FULLY DILUTED NET LOSS PER SHARE OF
   COMMON STOCK:
   Loss before extraordinary item.........................            $       (0.22)       $         (0.20)
   Extraordinary item.....................................                        -                  (0.04)
                                                                    -------------------  ---------------------
   Net Loss...............................................            $       (0.22)       $         (0.24)
                                                                    ===================  =====================

PRO FORMA BASIC AND FULLY DILUTED WEIGHTED-AVERAGE
   OUTSTANDING COMMON SHARES..............................                   63,544                 50,264
                                                                    ===================  =====================



                    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>



                                                      5
<PAGE>

<TABLE>
<CAPTION>
                                     UBIQUITEL INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (IN THOUSANDS)

                                                                                THREE MONTHS ENDED     THREE MONTHS ENDED
                                                                                  MARCH 31, 2001         MARCH 31, 2000
                                                                               ---------------------  ---------------------
                                                                                   (UNAUDITED)            (UNAUDITED)
<S>                                                                            <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss before extraordinary item and preferred stock dividends............          $      (14,064)        $          (922)
Adjustments to reconcile net loss to net cash used in operating activities:
   Amortization of deferred financing costs.............................                     764                      81
   Amortization of intangible assets....................................                     398                       -
   Depreciation.........................................................                   1,737                      25
   Interest accrued on senior debt......................................                   5,634                       -
   Non-cash compensation from stock options granted to employees........                     123                     119
Changes in operating assets and liabilities exclusive of acquisitions and
   capital expenditures:
   Accounts receivable..................................................                    (521)                    (12)
   Inventory............................................................                    (613)                    (50)
   Prepaid expenses and other assets....................................                  (1,541)                 (1,214)
   Accounts payable and accrued expenses................................                    (321)                   (243)
                                                                               ---------------------  ---------------------
       Net cash used in operating activities............................                  (8,404)                 (2,216)
                                                                               ---------------------  ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures................................................                 (42,341)                 (5,401)
    Restricted cash.....................................................                 (50,000)                      -
    Cash advance to VIA Wireless........................................                  (5,000)                      -
   Other acquisition costs..............................................                  (4,140)                      -
                                                                               ---------------------  ---------------------
       Net cash used in investing activities............................                (101,481)                 (5,401)
                                                                               ---------------------  ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of convertible preferred stock subsequently
   converted to common stock............................................                       -                  25,000
   Drawings under senior secured credit facility........................                  50,000                       -
   Capital lease payments...............................................                     (42)                      -
   Deferred financing costs.............................................                       -                  (6,763)
   Offering costs.......................................................                       -                    (850)
                                                                               ---------------------  ---------------------
       Net cash provided by financing activities........................                  49,958                  17,387
                                                                               ---------------------  ---------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS....................                 (59,927)                  9,770
CASH AND CASH EQUIVALENTS, beginning of period..........................                 147,706                  23,959
                                                                               ---------------------  ---------------------
CASH AND CASH EQUIVALENTS, end of period................................          $       87,779         $        33,729
                                                                               =====================  =====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest...............................................          $        3,465         $           375
   Cash paid for income taxes...........................................                       -                       -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

   Network assets acquired but not paid.................................                   9,021                   3,635
   Extraordinary item-early extinguishment of debt......................                       -                   1,723
   Deferred financing costs incurred but not paid.......................                       -                   1,119
   Preferred stock accretion............................................                       -                   9,230
   IPO costs incurred but not paid......................................                       -                     498


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

</TABLE>


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

USE OF ESTIMATES

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

NEW ACCOUNTING PRONOUNCEMENTS

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

2. ORGANIZATION AND NATURE OF BUSINESS

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

In October 1998, UbiquiTel L.L.C. (a Washington state limited liability
company), whose sole member was The Walter Group, entered into an agreement with
Sprint PCS for no consideration given for the exclusive rights to market
Sprint's 100% digital, 100% PCS products and services to the approximately one
million residents in the Reno/Tahoe, Nevada market. UbiquiTel L.L.C. had no
financial transactions from its inception (August 24, 1998) to September 29,
1999. On September 29, 1999, UbiquiTel Inc. (formerly "UbiquiTel Holdings,
Inc.") was incorporated in Delaware. On November 1, 1999, the Company entered
into a founders' agreement and issued


                                       7
<PAGE>

common stock to a group of five shareholders including The Walter Group. In
November 1999, UbiquiTel L.L.C. assigned all of its material contracts,
including the rights to the Sprint PCS agreements, to UbiquiTel Inc. On
December 28, 1999, UbiquiTel Inc. amended its agreement with Sprint PCS to
expand the Company's markets to the Northern California, Spokane/Montana,
Southern Idaho/Utah/Nevada and Southern Indiana/Kentucky markets, which
together with the Reno/Tahoe markets, contain approximately 7.7 million
residents.

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

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

3. BASIC AND DILUTED NET LOSS PER SHARE

UbiquiTel computes net loss per common share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").
Under the provisions of SFAS 128, basic and diluted net loss per common share
is computed by dividing the net loss available to common shareholders for the
period by the weighted average number of shares of common stock outstanding. In
accordance with SFAS 128, incremental potential common shares from stock
options have been excluded in the calculation of diluted loss per share since
the effect would be antidilutive. Accordingly, the number of weighted average
shares outstanding as well as the amount of net loss per share are the same for
basic and diluted per share calculations for the periods reflected in the
accompanying financial statements.

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

<TABLE>
<CAPTION>
                                                                             MARCH 31, 2001           DECEMBER 31, 2000
                                                                        -------------------------  ------------------------
                                                                              (UNAUDITED)
<S>                                                                     <C>                        <C>
Stock options......................................................             4,271,000                  4,233,500
Warrants...........................................................             4,813,987                  4,813,987
                                                                        -------------------------  ------------------------
Total..............................................................             9,084,987                  9,047,487
                                                                        =========================  ========================
</TABLE>

4. PROPERTY AND EQUIPMENT, AND CONSTRUCTION IN PROGRESS

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

<TABLE>
<CAPTION>
                                                                            MARCH 31, 2001           DECEMBER 31, 2000
                                                                       -------------------------  ------------------------
                                                                             (UNAUDITED)
<S>                                                                    <C>                        <C>
Network equipment..................................................        $        70,537           $        46,908
Vehicles...........................................................                    635                       497
Furniture and office equipment.....................................                  4,753                     2,275
                                                                       -------------------------  ------------------------
                                                                                    75,925                    49,680
Accumulated depreciation...........................................                 (3,770)                   (2,029)
                                                                       -------------------------  ------------------------
       Property and equipment, net.................................         $       72,155           $        47,651
                                                                       =========================  ========================

Construction in progress...........................................         $       80,536           $        72,221
                                                                       -------------------------  ------------------------
</TABLE>


                                                           8
<PAGE>


5.   LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

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

<TABLE>
<CAPTION>
                                                                             MARCH 31, 2001           DECEMBER 31, 2000
                                                                        -------------------------  ------------------------
                                                                              (UNAUDITED)
<S>                                                                     <C>                        <C>
14% senior subordinated discount notes.............................         $       300,000          $      300,000
    Less: Discount.................................................                (126,307)               (131,941)
    Less: Detachable warrants......................................                 (14,426)                (14,826)
Senior secured credit facility.....................................                 155,000                 105,000
Lease obligations..................................................                     413                     130
                                                                        -------------------------  ------------------------
        Long-term debt and capital lease obligations...............         $       314,680          $      258,363
                                                                        =========================  ========================
</TABLE>

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

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

On March 1, 2001, Operating Company and Paribas and the other lenders under the
senior credit facility entered into a second amendment and consent to the credit
agreement, whereby the lenders increased the $250.0 million credit facility by
$50.0 million to $300.0 million, and approved UbiquiTel's acquisition of VIA
Wireless, including Operating Company's $25.0 million of subordinated bridge
financing to VIA Wireless pending the closing of the transaction. See Note 8
for a description of the VIA Wireless acquisition. The additional borrowing
increased the term loan B to $125.0 million. The lenders' increase in the senior
credit facility is subject to the satisfaction of certain conditions, including
UbiquiTel completing both the VIA Wireless transaction and a sale of certain
non-essential assets acquired in the VIA Wireless transaction for consideration
of at least $50.0 million on or before December 31, 2001. See Note 8 for
information regarding the sale of certain VIA Wireless assets to Voicestream
Wireless. If both transactions are not completed by December 31, 2001, the $50.0
million term loan B will be prepayable automatically, together with a prepayment
premium of $1.0 million and the borrowing availability under the senior credit
facility will be reduced automatically by $50.0 million to $250.0 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.

In the event Operating Company voluntarily prepays any of the term loan B, it is
required to pay a prepayment


                                       9
<PAGE>


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

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

Initial borrowings of $75.0 million under the term loan B were made on April 11,
2000. Also, the first draw down of $30.0 million under the term loan A was made
on October 13, 2000. On March 1, 2001, Operating Company made an additional
borrowing of $50.0 million under the term loan B, following the execution of the
credit amendment. These amounts were funded into an escrow account that is
controlled by 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 its senior subordinated
notes in April 2000 and from UbiquiTel's initial public offering of its common
stock in June 2000 to pay fees and expenses in connection with those offerings,
to fund the build-out of the Company's PCS network and for other general
corporate and working capital purposes.

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.

6.   WHOLLY-OWNED OPERATING SUBSIDIARY SUMMARIZED FINANCIAL INFORMATION

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

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

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


                                      10
<PAGE>

<TABLE>
<CAPTION>

   SUMMARIZED BALANCE SHEET DATA (IN THOUSANDS)                               MARCH 31, 2001          DECEMBER 31, 2000
                                                                           ---------------------    ----------------------
                                                                               (UNAUDITED)
   <S>                                                                     <C>                      <C>
   Assets:
        Cash and other current assets................................         $       94,120            $       151,843
        Property and equipment, net..................................                 72,155                     47,651
        Construction in progress.....................................                 80,536                     72,221
        Other assets.................................................                 26,010                     16,797
        Restricted cash..............................................                155,000                    105,000
        Deferred financing costs.....................................                 11,880                     12,244
                                                                           ---------------------    ----------------------
            Total assets.............................................          $     439,701            $       405,756
                                                                           =====================    ======================

   Liabilities and Equity:
        Accounts payable and accrued expenses........................          $      15,235            $        23,690
        Accrued interest.............................................                    319                        212
        Advances from parent.........................................                155,854                    155,731
        Long-term debts and leases...................................                314,680                    258,446
                                                                           ---------------------    ----------------------
            Total liabilities........................................                486,088                    438,079
        Equity and accumulated deficit...............................                (46,387)                   (32,323)
                                                                           ---------------------    ----------------------
            Total liabilities and equity.............................          $     439,701            $       405,756
                                                                           =====================    ======================
</TABLE>

<TABLE>
<CAPTION>

   SUMMARIZED STATEMENT OF OPERATIONS DATA (IN THOUSANDS)
                                                                               THREE MONTHS             THREE MONTHS
                                                                                  ENDED                     ENDED
                                                                              MARCH 31, 2001           MARCH 31, 2000
                                                                           ---------------------    ----------------------
                                                                               (UNAUDITED)               (UNAUDITED)
   <S>                                                                     <C>                      <C>
   Revenues..........................................................       $          6,039          $             69
   Costs and expenses, including non-cash compensation charges.......                (16,277)                   (1,026)
   Interest (expense) income.........................................                 (3,826)                       35
   Extraordinary item-loss on early extinguishment of debt...........                      -                    (1,723)
                                                                           ---------------------    ----------------------
   Net loss..........................................................       $        (14,064)         $         (2,645)
                                                                           =====================    ======================
</TABLE>

7. ACQUISITION OF SPOKANE MARKET

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

8. MERGER AGREEMENT WITH VIA WIRELESS, LLC

On February 22, 2001, UbiquiTel announced that it entered into a merger
agreement for the acquisition of VIA Wireless, LLC, a California limited
liability company and Sprint PCS network partner ("VIA Wireless"). Under the
merger agreement, as amended and restated, VIA Wireless will become a wholly
owned subsidiary through a series of mergers and related transactions. In the
transaction, stockholders of the members of VIA Wireless and certain employees
of VIA Wireless will receive in the aggregate 16,400,000 shares of UbiquiTel's
common stock. VIA Wireless is the exclusive provider of Sprint PCS digital
wireless services to the central valley of California, which covers
approximately 3.4 million licensed residents. Its markets are contiguous to
UbiquiTel's markets in Northern California and include Fresno, Bakersfield and
Stockton. The VIA Wireless network currently covers approximately 2.5 million
residents, including key travel corridors between Los Angeles and San Francisco.
As of December 31, 2000, VIA Wireless had more than 40,000 subscribers. The
transaction is subject to regulatory approvals, including the Federal
Communications Commission and approval by UbiquiTel's shareholders of the


                                                       11
<PAGE>

issuance of the shares. These approvals are expected to be obtained within
several months, and the transaction is expected to close by the end of July
2001. In the interim, Operating Company will advance up to $25 million to fund
VIA Wireless' operations as bridge financing pending the closing of the
transaction pursuant to a revolving credit and term loan agreement and will
manage VIA Wireless' operations pursuant to a management agreement, each of
which was entered into in connection with the merger agreement.

As of March 31, 2001, UbiquiTel has advanced a total of $5.0 million to VIA
Wireless under the revolving credit and term loan agreement.

Funding for the transaction is being provided in part by an increase of $50.0
million in UbiquiTel's senior credit facility. See Note 5 for more details about
the facility.

On February 22, 2001, UbiquiTel entered into an agreement with Voicestream
Wireless to sell VIA Wireless' California PCS licenses for $50.0 million. The
sale of VIA Wireless' PCS licenses is conditioned upon the closing of the VIA
Wireless transaction and is subject to the approval of the Federal
Communications Commission and other customary closing conditions. UbiquiTel is
required to deposit the net sale proceeds into escrow under the senior credit
facility and their release is subject to the satisfaction of the same terms and
conditions that Operating Company's other borrowings are subject (see Note 5).

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

FORWARD LOOKING STATEMENTS

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

         -        UbiquiTel's ability to finance future growth opportunities;

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

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

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

         -        potential fluctuations in UbiquiTel's operating results;

         -        changes or advances in technology;

         -        changes in governmental regulation;

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

         -        future acquisitions;

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


                                      12
<PAGE>


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

         -        general economic and business conditions.

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

OVERVIEW

In October 1998, a limited liability company whose sole member was The Walter
Group, entered into a management agreement with Sprint PCS whereby it became the
Sprint PCS affiliate with the exclusive right to provide 100% digital, 100% PCS
services under the Sprint and Sprint PCS brand names in the Reno/Tahoe market.
The limited liability company subsequently changed its name to UbiquiTel L.L.C.
In November 1999, UbiquiTel L.L.C. assigned the management and related
agreements to UbiquiTel Inc. UbiquiTel L.L.C. had no operations or financial
transactions prior to the assignment of these agreements to UbiquiTel Inc.

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

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

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

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

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

During the quarter ended March 31, 2001, we launched three markets, including
Logan, Utah, Lewiston, Idaho and Boise, Idaho, for a total coverage of
approximately 2.6 million residents as of March 31, 2001. As of March 31, 2001,
we had approximately 21,900 subscribers. We expect to cover approximately 55% of
the resident population in our markets by the end of 2001.


                                      13
<PAGE>


On February 22, 2001, UbiquiTel announced that it entered into a merger
agreement, as amended and restated, to acquire VIA Wireless, a privately-held
Sprint PCS network partner. The proposed acquisition will make UbiquiTel the
second largest Sprint PCS network partner with over 11.1 million licensed
residents. Under the terms of the proposed acquisition, UbiquiTel will issue
16.4 million shares of common stock and assume approximately $25.0 million of
net debt as of December 31, 2000. Completion of the proposed acquisition is
subject to regulatory approvals, including the Federal Communications Commission
and approval by UbiquiTel's shareholders of the issuance of the shares. For
additional information regarding the proposed acquisition of VIA Wireless,
reference is made to Note 8 to the Consolidated Financial Statements of
UbiquiTel included elsewhere in this quarterly report on Form 10-Q, and to the
definitive proxy statement to be filed by UbiquiTel with the SEC in connection
with the proposed acquisition and for use by UbiquiTel to solicit, among other
things, shareholder approval for the issuance of the shares at its 2001 annual
shareholders' meeting. On February 21, 2001, in connection with its proposed
acquisition of VIA Wireless, Operating Company amended its agreement with Sprint
PCS to expand our markets to include the six VIA Wireless basic trading areas
(BTAs) included under VIA Wireless' present affiliation agreement with Sprint
PCS, including Bakersfield, Fresno, Merced, Modesto, Stockton and Visalia,
California, which will go into effect at the closing of the proposed
acquisition.

On February 22, 2001, UbiquiTel entered into an agreement with Voicestream
Wireless to sell VIA Wireless' California PCS licenses for $50.0 million. The
sale of VIA Wireless' PCS licenses is conditioned upon the closing of the VIA
Wireless transaction and is subject to the approval of the Federal
Communications Commission and other customary closing conditions.

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 March 31, 2001,
we have incurred losses of approximately $58.5 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 March 31, 2001,
we incurred approximately $156.5 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 from our retail stores, 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 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 have access to these services during the
term of our Sprint PCS management agreement unless Sprint PCS provides us at
least nine months advance notice of its intention to terminate any particular
service. Because of the economic benefits to us, we are purchasing: customer
billing and collections; customer care; subscriber activation including credit
verification; handset logistics; network operations control center monitoring;
national platform interconnectivity; voice mail; directory assistance and
operator services; long distance; and roaming clearinghouse services. If Sprint
PCS


                                      14
<PAGE>


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.



























                                       15
<PAGE>


RESULTS OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 2001 COMPARED TO THE QUARTER ENDED MARCH 31,
2000

         CUSTOMER ADDITIONS

As of March 31, 2001, the Company provided personal communication services to
approximately 21,900 customers resulting from the acquisition of the Spokane
market from Sprint on April 15, 2000 and subsequent activations in our launched
markets. There were no Sprint PCS customers in UbiquiTel's markets as of March
31, 2000, except in Spokane, which was under Sprint PCS ownership as of that
date.

         REVENUES

     -   SUBSCRIBER REVENUE. Subscriber revenue during the quarter ended March
         31, 2001 was approximately $3.0 million. This consisted of monthly
         recurring service charges and monthly non-recurring charges for local,
         long distance, travel and roaming airtime usage in excess of the
         pre-subscribed usage plan received from Sprint PCS subscribers based in
         our markets. Our customers' charges are dependent on their rate plans,
         based on the number of minutes included in their plan. These plans
         generally reflect the terms of national plans offered by Sprint PCS and
         are issued from month-to-month. Subscriber revenue was reported net of
         approximately $430,000 in customer sales incentive during the quarter.
         There was no subscriber revenue reported during the quarter ended March
         31, 2000.

     -   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
         March 31, 2001, we generated approximately $2.7 million in travel
         revenue from our markets where we have launched operations. During the
         quarter ended March 31, 2000, we generated approximately $69,000 in
         travel revenue from our network in Auburn/Grass Valley, CA.

         On April 27, 2001, Sprint PCS announced it had reached an agreement in
         principle with the Sprint PCS affiliates, including UbiquiTel, to
         reduce the reciprocal travel rate exchanged between Sprint PCS and the
         affiliates. The rate will be reduced from the current 20 cents per
         minute of use to 15 cents beginning June 1, 2001, and to 12 cents
         beginning October 1, 2001. Beginning January 1, 2002, and for the
         remainder of the term of UbiquiTel's management agreement with Sprint
         PCS, the rate will be adjusted to provide a fair and reasonable return
         on the cost of the underlying network. UbiquiTel expects that the new
         travel rate plan should not have any material effect on our financial
         condition.

     -   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 $112,000 in non-Sprint
         roaming revenue during the quarter. There was no significant non-Sprint
         roaming revenue during the quarter ended March 31, 2000.

         During the quarter ended March 31, 2001, our average monthly revenue
         per user including travel and roaming revenues was approximately $110,
         and without travel and roaming revenues was approximately $61.
         We recognized approximately $430,000 in customer sales incentive as
         a reduction in revenue during the quarter. Our average monthly revenue
         per user, net of the sales incentive, was approximately $103 including
         travel and roaming, and approximately $54 without travel and roaming.
         There were no comparable statistics for the quarter ended March 31,
         2000.


                                      16
<PAGE>


     -   PRODUCT SALES REVENUE. Product sales revenue is generated from the sale
         of handsets and accessories through our retail stores. We record and
         retain 100% of the revenue from the sale of handsets and accessories,
         net of an allowance for returns, as product sales revenue. The amount
         recorded during the quarter ended March 31, 2001 for product sales
         totaled approximately $211,000. There were no product sales for the
         quarter ended March 31, 2000.

         COST OF SERVICE AND OPERATIONS

     -   NETWORK OPERATIONS EXPENSES. Expenses totaling approximately $5.2
         million were incurred during the quarter ended March 31, 2001 related
         to network operations which included radio communications site lease
         costs, utilities, network control maintenance, network control site
         leases, engineering personnel, transport facilities and interconnect
         charges. During the quarter ended March 31, 2000, network operating
         expenses totaled approximately $216,000.

     -   ROAMING AND TRAVEL EXPENSES. We pay Sprint PCS travel fees on a
         per-minute rate when our customers use the Sprint PCS network outside
         our markets. As described above, Sprint PCS recently reached an
         agreement with its affiliates to change this rate. We pay roaming fees
         to other wireless providers when our customers use their network.
         During the quarter ended March 31, 2001, we paid a total of
         approximately $1.1 million in roaming and travel fees. There were no
         payments for roaming and travel fees during the quarter ended March 31,
         2000.

     -   OPERATING EXPENSES. Other operating expenses totaling approximately
         $523,000 were incurred during the quarter ended March 31, 2001. This
         included fees we paid to Sprint PCS for the use of their support
         services, including billing and collections services and customer care.
         There were no comparable payments made during the quarter ended March
         31, 2000.

         COST OF PRODUCTS SOLD

The cost of products sold totaled approximately $1.0 million during the quarter
ended March 31, 2001. 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. There were no cost of products sold
during the quarter ended March 31, 2000.

         SELLING AND MARKETING

Selling expenses relate to our distribution channels, sales representatives,
sales support personnel, our retail stores, advertising programs and residual
commissions. This also included pre-selling costs incurred in preparing our new
markets for sales activities. We incurred expenses of approximately $3.3 million
and $53,000 during the quarters ended March 31, 2001 and 2000, respectively. At
March 31, 2001 and 2000, there were approximately 141 and 2 employees,
respectively, performing sales and marketing functions.

         GENERAL AND ADMINISTRATIVE

We incurred general and administrative expenses (excluding non-cash expenses)
totaling approximately $3.0 million and $613,000 during the quarters ended March
31, 2001 and 2000, respectively. 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 paid to Sprint PCS for management
support.


                                      17
<PAGE>


         NON-CASH COMPENSATION FOR GENERAL AND ADMINISTRATIVE MATTERS

During the quarters ended March 31, 2001 and 2000, non-cash compensation for
general and administrative matters totaled approximately $123,000 and $119,000,
respectively. The Company applies the provisions of APB Opinion No. 25 and
related interpretations in accounting for its equity incentive plan. Unearned
stock option compensation is recorded for the difference between the exercise
price and the fair market value of the Company's stock at the date of grant and
is recognized as non-cash stock option compensation expense in the period in
which the related services are rendered.

         DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense for the quarters ended March 31, 2001 and
2000 totaled approximately $2.1 million and $25,000, respectively. We depreciate
our property and equipment using the straight-line method over five to ten
years. Amortization of intangible assets is over 2 to 20 years.

         INTEREST INCOME

For the quarters ended March 31, 2001 and 2000, interest income was
approximately $3.6 million and $380,000, respectively. This was generated from
cash proceeds from our private equity sales, the initial public offering, senior
subordinated discount notes and drawings under the senior secured credit
facility. The proceeds were invested in short-term liquid investments. As
capital expenditures are made to complete the build-out of our network,
decreasing cash balances may result in lower interest income for the remainder
of 2001.

         INTEREST EXPENSE

Interest expense totaled approximately $7.4 million during the quarter ended
March 31, 2001. We accrue interest at a rate of 14% per annum on our senior
subordinated discount notes through April 15, 2005 and will pay interest
semiannually in cash thereafter. Interest on our senior credit facility was
accrued at the prime rate plus a specified margin until May 2000 and was
subsequently rolled under the reserve adjusted London interbank offered rate,
based on monthly contracts. During the quarter ended March 31, 2000, interest
expense was approximately $345,000.

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 quarters ended March 31, 2001 and 2000, our net loss was approximately
$14.1 million and $11.9 million, respectively.

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 our 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.


                                      18
<PAGE>


Completion of our PCS network will require substantial capital. Our build-out
plan includes the installation of three switches and over 500 radio
communications sites by the end of 2001. In addition, we will develop
approximately 25 company-owned Sprint PCS stores and associated administrative
systems within the same time period. As of March 31, 2001, we have completed
the construction of ten retail stores in our markets. We also had 207 radio
communications sites generating revenues as of March 31, 2001.

On March 31, 2000, we signed a senior secured credit agreement with Paribas,
which consisted of a revolving loan of up to $55.0 million, a term loan A of
$120.0 million and a term loan B of $75.0 million. Concurrently with the
closing of our senior subordinated discount notes, we borrowed $75.0 million
of term loans, which were funded into an escrow account. Also, on October 13,
2000, we made a drawing under the term loan A of $30.0 million as required
under the credit agreement. The proceeds were also funded into the escrow
account. These borrowings under the credit facility at March 31, 2001 bear
interest at LIBOR plus 4.25% for the term loan B and LIBOR plus 3.25% for the
term loan A. The escrow account will remain the property of our lenders and
will not be released to us 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
Operating Company's senior subordinated discount notes and from our initial
public offering to pay fees and expenses in connection with these offerings,
to fund the build-out of our network and for other general corporate and
working capital purposes. Our senior credit facility contains financial and
other covenants customary for the wireless industry, and is secured by a
first priority lien on our assets and a pledge by UbiquiTel of the capital
stock of Operating Company. Scheduled amortization payments of principal for
the term loans under the senior credit facility begin on June 30, 2004. On
March 1, 2001, Operating Company and Paribas and the other lenders under the
senior credit facility entered into a second amendment and consent to the
credit agreement, whereby the lenders increased the $250.0 million credit
facility by $50.0 million to $300.0 million, and approved UbiquiTel's
acquisition of VIA Wireless, including Operating Company's $25.0 million of
subordinated bridge financing to VIA Wireless pending the closing of the
transaction. The additional borrowing increased the term loan B to $125.0
million. Additional borrowings under our senior credit facility must be
placed into escrow until the conditions to release our initial borrowings
have been satisfied. The lenders' increase in the senior credit facility is
subject to the satisfaction of certain conditions, including UbiquiTel
completing both the VIA Wireless transaction and a sale of certain
non-essential assets acquired in the VIA Wireless transaction for
consideration of at least $50.0 million on or before December 31, 2001. If
both transactions are not completed by December 31, 2001, the $50.0 million
term loan B will be prepayable automatically, together with a prepayment
premium of $1.0 million and the borrowing availability under the senior
credit facility will be reduced automatically by $50.0 million to $250.0
million. For additional information regarding the $50.0 million increase in
our senior credit facility, see Note 5 to the consolidated financial
statements of UbiquiTel included elsewhere herein.

As of March 31, 2001, we had approximately $87.8 million in cash and cash
equivalents, and an additional $155.0 million in an escrow account subject to
release pending satisfaction of certain conditions under our senior credit
facility. Working capital was approximately $78.9 million.

Net cash used by operating activities was approximately $8.4 million for the
quarter ended March 31, 2001. This was primarily attributable to the operating
loss of approximately $14.1 million being partly offset by noncash items of
approximately $8.7 million and cash used for working capital of approximately
$3.0 million.

Net cash used in investing activities was approximately $101.5 million during
the quarter ended March 31, 2001. In addition to capital expenditures of
approximately $42.3 million, investing activities included an advance to VIA
Wireless of $5.0 million under the revolving credit and term loan agreement
between Operating Company and VIA Wireless, and approximately $4.1 million in
fees and expenses relating to the proposed acquisition of VIA Wireless.


                                      19
<PAGE>

Cash used in investing activities also included an investment of $50.0 million
of restricted cash in short-term securities.

Net cash provided by financing activities was approximately $50.0 million,
consisting primarily of the funding under the increase in our senior credit
facility. The proceeds were reduced by approximately $42,000 in payments under
the capital leases.

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

For the quarter ended March 31, 2001, we did not experience any material change
in market risk exposures that affect the quantitative and qualitative
disclosures presented 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, except as noted below.

The Company's senior credit facility is subject to market risk and interest rate
changes. At our option, the term loans under the credit facility bear interest
at either LIBOR plus a specified margin or prime plus a specified margin. The
outstanding principal balance on the credit facility was approximately $155.0
million at March 31, 2001. Considering this total outstanding balance of
approximately $155.0 million at March 31, 2001, a 1% change in interest rate
would result in an increase in pre-tax losses of approximately $1,550,000 per
year.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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


                                      20
<PAGE>

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c) During the quarter ended March 31, 2001, the Company granted to employees
stock options to acquire 37,500 shares of UbiquiTel's common stock pursuant to
our equity incentive plan. The issuances of such securities were deemed to be
exempt from registration under the Securities Act of 1933 in reliance upon
Section 4(2), in each case as transactions not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

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

                  2.1            Amended and Restated Merger Agreement, dated
                                 as of April 18, 2001, by and among UbiquiTel
                                 Inc., UbiquiTel Operating Company, the Merger
                                 Subsidiaries of UbiquiTel Inc., VIA Wireless,
                                 LLC, the Stockholders and the Controlling Evans
                                 Stockholders.












                                      21
<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)


May 11, 2001














                                      22
<PAGE>



                                  EXHIBIT INDEX

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

                  2.1            Amended and Restated Merger Agreement, dated
                                 as of April 18, 2001, by and among UbiquiTel
                                 Inc., UbiquiTel Operating Company, the Merger
                                 Subsidiaries of UbiquiTel Inc., VIA Wireless,
                                 LLC, the Stockholders and the Controlling Evans
                                 Stockholders.



























                                      23