UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 20-F/A(Amendment No. 1)

|(Mark One)        |                                                                                                                
|----------------- | ---------------------------------------------------------------------------------------------------------------
|o                 | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934                 
|ý                 | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED:
|DECEMBER 31, 2002
|o                 | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                       

Commission file number: 1-14816

GRAPHIC

TRICOM, S.A.(Exact name of Registrant as specified in its charter)

Dominican Republic(Jurisdiction of incorporation or organization)

Avenida Lope de Vega No. 95, Santo Domingo, Dominican Republic(Address of principal executives offices)

Securities
registered pursuant to Section 12(b) of the Act:

|Title of each class:                                                       |  | Name of each exchange
on which registered:
|-------------------------------------------------------------------------- |  | ------------------------------------------
|American Depositary Shares
Class A Common Stock, par value RD$10 per share |  | The New York Stock Exchange               

Securities
registered pursuant to Section 12(g) of the Act.

None

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

113/8% Senior Notes due September 1, 2004

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

At December 31, 2002, there were 45,458,041 shares of Class A Common Stock and 19,144,544 shares of Class B Stock issued and
outstanding.

Indicate
by check mark whether the Registrant (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
ý No o

Indicate by check mark which financial statement item the Registrant has elected to follow:

Item
17 o Item 18 ý



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TABLE OF CONTENTS

|          |          |  |                                                                              | Page
|--------- | -------- |  | ---------------------------------------------------------------------------- | ----
|PART I.   |          |  |                                                                              | 4   
|          | ITEM 1.  |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        |     
|          | ITEM 2.  |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      |     
|          | ITEM 3.  |  | KEY INFORMATION                                                              |     
|          | ITEM 4.  |  | INFORMATION ON THE COMPANY                                                   |     
|          | ITEM 5.  |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |     
|          | ITEM 6.  |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |     
|          | ITEM 7.  |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |     
|          | ITEM 8.  |  | FINANCIAL INFORMATION                                                        |     
|          | ITEM 9.  |  | THE OFFER AND LISTING                                                        |     
|          | ITEM 10. |  | ADDITIONAL INFORMATION                                                       |     
|          | ITEM 11. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |     
|          | ITEM 12. |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |     
|PART II.  |          |  |                                                                              | 86  
|          | ITEM 13. |  | DEFAULTS, DIVIDED ARREARAGES AND DELINQUENCIES                               |     
|          | ITEM 14. |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |     
|          | ITEM 15. |  | CONTROLS AND PROCEDURES                                                      |     
|          | ITEM 16. |  | [RESERVED]                                                                   |     
|PART III. |          |  |                                                                              | 86  
|          | ITEM 17. |  | FINANCIAL STATEMENTS*                                                        |     
|          | ITEM 18. |  | FINANCIAL STATEMENTS                                                         |     
|          | ITEM 19. |  | EXHIBITS                                                                     |     

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i

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GENERAL INFORMATION

Forward-Looking Statements

The statements contained in this Annual Report, which are not historical facts, are forward-looking statements that involve risks and uncertainties. Management
cautions the reader that these forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing the Company. Such risks include, but are not
limited to, the following factors:



2

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TRICOM did not make the interest payments on its 113/8% senior notes due 2004 required to be made on September 1, 2003 and March 1, 2004. Since
October 1, 2003, it also has not made interest or principal payments on its unsecured debt or interest payments on its secured debt. TRICOM and various creditors or their representatives have
engaged in discussions concerning a possible restructuring of TRICOM's debt. However, there cannot be assurance that TRICOM will be able to conclude a restructuring or as to the effect such a
restructuring would have on its business, operations or any currently outstanding debt or the ADRS and shares of Class A Common Stock underlying the ADRs. This Amendment No. 1 to
Form 20-F does not contain updated information updated from the date of the initial filing of the Form 20-F concerning TRICOM's business, operations or financial
condition.

3

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PART I.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

SELECTED FINANCIAL DATA

The following table provides selected financial and operating data of TRICOM for the periods indicated. We have derived the selected financial data from our
consolidated financial statements, which have been audited by KPMG, independent auditors. You should read the information in the

4

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following
tables in conjunction with "Operating and Financial Review and Prospects" and the consolidated financials included in this Annual Report.

|                               |                          | Year ended December 31,                                                                                                                                                                  |                                     
|------------------------------ | ------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------
|
|
|Statements of Operations Data: |                          |                                                                                                                                                                                          |                                     
|                               | Operating revenues:      |                                                                                                                                                                                          |                                     
|                               |                          | Toll                                                                                                                                                                                     |                                     
|                               |                          | International                                                                                                                                                                            |                                     
|                               |                          | Local service                                                                                                                                                                            |                                     
|                               |                          | Cellular and PCS                                                                                                                                                                         |                                     
|                               |                          | Data and Internet                                                                                                                                                                        |                                     
|                               |                          | Paging                                                                                                                                                                                   |                                     
|                               |                          | Sale of equipment                                                                                                                                                                        |                                     
|                               |                          | Installation and activation fees                                                                                                                                                         |                                     
|                               |                          | Cable(2)                                                                                                                                                                                 |                                     
|                               |                          | Other                                                                                                                                                                                    |                                     
|                               |                          |                                                                                                                                                                                          |                                     
|                               |                          |                                                                                                                                                                                          | Total operating revenues            
|                               |                          |                                                                                                                                                                                          |                                     
|                               | Operating costs:         |                                                                                                                                                                                          |                                     
|                               |                          | Transport and access charges (depreciation not included)                                                                                                                                 |                                     
|                               |                          | Programming costs (depreciation not included)(2)                                                                                                                                         |                                     
|                               |                          | Impairment charge on long-lived assets                                                                                                                                                   |                                     
|                               |                          | Impairment of goodwill and other intangible assets                                                                                                                                       |                                     
|                               |                          | Network depreciation                                                                                                                                                                     |                                     
|                               |                          | Expense in lieu of income taxes(3)                                                                                                                                                       |                                     
|                               |                          | Selling, general and administrative expenses, including non-network depreciation expense of $3,240, $4,855, $6,824, $9,922 and $12,959, in 1998, 1999, 2000, 2001 and 2002, respectively |                                     
|                               |                          | Cost of equipment sold                                                                                                                                                                   |                                     
|                               |                          | Other                                                                                                                                                                                    |                                     
|                               |                          |                                                                                                                                                                                          |                                     
|                               |                          |                                                                                                                                                                                          | Total operating costs               
|                               |                          |                                                                                                                                                                                          |                                     
|                               | Operating income (loss): |                                                                                                                                                                                          |                                     
|                               |                          |                                                                                                                                                                                          |                                     
|                               | Other income (expenses): |                                                                                                                                                                                          |                                     
|                               |                          | Interest expense, net                                                                                                                                                                    |                                     
|                               |                          | Foreign currency exchange gain (loss)                                                                                                                                                    |                                     
|                               |                          | Gain on sale of land                                                                                                                                                                     |                                     
|                               |                          | Gain (loss) on sale of fixed assets                                                                                                                                                      |                                     
|                               |                          | Other, net                                                                                                                                                                               |                                     
|                               |                          |                                                                                                                                                                                          |                                     
|                               |                          |                                                                                                                                                                                          | Other expenses, net                 
|                               |                          | Earnings (loss) before income taxes, minority interest and cumulative effect of accounting change                                                                                        |                                     
|                               |                          | Income taxes                                                                                                                                                                             |                                     
|                               |                          | Minority interest                                                                                                                                                                        |                                     
|                               |                          | Extraordinary item                                                                                                                                                                       |                                     
|                               |                          | Cumulative effect of accounting change:                                                                                                                                                  |                                     
|                               |                          |                                                                                                                                                                                          | Organization costs                  
|                               |                          |                                                                                                                                                                                          | Installation and activation revenues
|                               |                          |                                                                                                                                                                                          |                                     
|                               |                          |                                                                                                                                                                                          |                                     
|                               |                          |                                                                                                                                                                                          |                                     

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|                                            |                                                                               | Year ended December 31, |       
|------------------------------------------- | ----------------------------------------------------------------------------- | ----------------------- | ------
|
|Basic earnings (loss) per common share:     |                                                                               |                         |       
|                                            | Earnings before extraordinary item and cumulative effect of accounting change |                         | $     
|                                            | Extraordinary item                                                            |                         |       
|                                            | Cumulative effect of accounting change                                        |                         |       
|                                            |                                                                               |                         |       
|                                            | Net earnings (loss)basic and diluted                                         |                         | $     
|                                            |                                                                               |                         |       
|Average number of common shares outstanding |                                                                               |                         | 22,945

|                                                              |  | At December 31, |        
|------------------------------------------------------------- |  | --------------- | -------
|
|Balance Sheet Data:                                           |  |                 |        
|Cash and cash equivalents(5)                                  |  | $               | 15,377 
|Working capital (deficit)                                     |  |                 | (19,784
|Property, plant and equipment, net                            |  |                 | 330,456
|Total assets                                                  |  |                 | 444,815
|Long-term debt and capital leases (excluding current portion) |  |                 | 200,000
|Total indebtedness                                            |  |                 | 279,257
|Shareholders' equity                                          |  |                 | 127,561
|Other Financial Data:                                         |  |                 |        
|Capital expenditures(6)                                       |  | $               | 142,101
|Net cash provided by operating activities                     |  |                 | 26,912 
|Net cash used in investing activities                         |  |                 | 121,171
|Net cash provided by financing activities                     |  |                 | 104,065
|EBITDA(7)                                                     |  |                 | 45,049 
|Adjusted EBITDA(7)                                            |  |                 | 54,611 
|Ratio of Adjusted EBITDA to net interest expense              |  |                 | 4.2    
|Ratio of total indebtedness to Adjusted EBITDA                |  |                 | 5.1    
|Other Operating Data:                                         |  |                 |        
|International minutes (in thousands)(8)                       |  |                 | 231,075
|Local access lines in service (at period end)                 |  |                 | 80,616 
|Wireless subscribers (at period end)                          |  |                 | 108,532
|Cable subscribers (at period end)(2)(9)                       |  |                 |       

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7

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Year ended December 31,1998

1999

2000

2001

2002Net earnings (loss)

$
17,906

$
22,035

$
(7,226
)
$
(23,114
)
$
(76,553
)Add (subtract):Income taxes


(352
)

142


588


511


948Interest expense, net


12,873


20,041


30,736


39,680


62,331Depreciation and amortization


14,622


21,036


36,485


55,483


69,150EBITDA

$
45,049

$
63,253

$
60,584

$
72,561

$
55,876Cumulative effect of accounting change





120


16,453





Asset impairment














19,735Expense in lieu of income taxes


9,562


12,764


10,174


12,646


5,897Adjusted EBITDA

$
54,611

$
76,136

$
87,211

$
85,207

$
81,507


EXCHANGE RATES

The Federal Reserve Bank of New York does not report a noon buying rate for Dominican pesos. The following table sets forth the average official rate for each of
the five most recent years and each fiscal quarter within those years, and the high and low official exchange rates for each of the previous six months, all as reported by the Central Bank. The
average official rate has been calculated by using the average of the exchange rates on the last day of each month during the period. At May 12, 2003, the average official exchange rate was
RD$24.77 per $1.00 while the average private market rate was RD$26.05 per $1.00.

Official RateHigh

Low

Avg.(RD$ per $)Year Ended December 31,1998

15.49

14.02

14.701999

15.93

15.50

15.832000

16.56

15.91

16.182001

16.99

16.58

16.692002

17.63

16.97

17.45Month/Period EndedNovember 30, 2002

17.56

17.56

17.56December 31, 2002

17.56

17.56

17.56January 31, 2003

17.56

17.56

17.56February 28, 2003

24.50

22.77

23.87March 31, 2003

23.76

21.90

22.72April 30, 2003

24.50

23.38

23.78May 2003 (through May 12, 2003)

24.77

24.40

24.58


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Private Market RateHigh

Low

Avg.(RD$ per $)Year Ended December 31,1998

15.86

14.41

15.231999

16.18

15.84

16.032000

16.63

16.08

16.372001

17.06

16.65

16.882002

22.83

17.03

18.54Month/Period EndedNovember 30, 2002

21.56

20.33

20.66December 31, 2002

22.83

20.71

21.45January 31, 2003

22.59

20.79

22.02February 28, 2003

22.58

22.50

24.68March 31, 2003

25.19

22.53

23.61April 30, 2003

25.58

23.89

24.69May 2003 (through May 12, 2003)

26.05

25.34

25.74


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RISK FACTORS

You should carefully consider the risks described below and other information in this Annual Report.



Our
consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and satisfaction of liabilities in
the ordinary course of business. However, because of recurring operating losses, a continuing working capital deficit and the effects of the devaluation of the Dominican peso, the realization of
assets and satisfaction of liabilities are subject to uncertainty. We have financed our capital expenditure and working capital requirements, to the extent we did not generate sufficient cash flow
from operations, with borrowings, principally in Dominican markets. A substantial portion of our borrowings continue to be short term borrowings. In light of our recent financial results and adverse
developments in the Dominican economy, we may not be able to generate the cash required to operate as a going concern or to obtain the financing necessary to continue funding our business. Our
independent auditors report on our 2002 financial statements contains an explanatory paragraph that states that these factors, among others, create substantial doubt about our ability to continue as a
going concern.



We are highly leveraged. At December 31, 2002, we had outstanding approximately $467.6 million in aggregate principal amount of indebtedness,
including capital leases, and total shareholders' equity of $245.4 million.

The
degree to which we are leveraged could have important consequences to us, including the following:



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Our ability to pay interest on our indebtedness and meet our debt service obligations will depend on our future operating performance including our ability to
increase revenues and control expenses, which in turn depends on successful implementation of our strategy and on financial, competitive, regulatory, technical and other factors, many of which are
beyond our control. Our interest expense was $42.1 million for the year ended December 31, 2001 and $64.3 million for the year ended December 31, 2002, and our net cash
provided by operating activities for these years was $34.0 million and $13.6 million. Our 113/8% senior notes will mature in September 2004. If we cannot extend the
maturity of the notes, our cash flow from operations will not be sufficient to repay the notes and we may not be able to obtain financing from other sources. We filed a registration statement with the
Securities and Exchange Commission with respect to a proposed offer to exchange new notes for the currently outstanding 113/8% notes that mature in September 2004. We withdrew
the registration statement and did not make interest payments on the senior notes and other indebtedness. Approximately $82.0 million of our indebtedness will mature during the 12 months
ending December 31, 2003. These borrowings primarily are in the Dominican financial markets, in which short-term financing is the primary form of lending. However, our ability to
refinance any of this indebtedness will depend on our financial condition at the time it matures, the restrictions in the agreements governing our indebtedness and other factors, including general
market and economic conditions, and we may not be able to refinance any of this indebtedness on commercially attractive terms or at all. If refinancing is not possible, our creditors could initiate
bankruptcy proceedings, most likely in the Dominican Republic, or we could be forced to dispose of business segments or assets at unfavorable prices. In addition, our inability to refinance the notes
or our short term Dominican borrowings could result in our defaulting on our other debt obligations.



We fund a substantial portion of our capital expenditure and working capital requirements with short-term borrowings in the Dominican financial
markets. At December 31, 2002, we
had $82.0 million principal amount of short-term borrowings outstanding, including commercial paper, with interest rates ranging from 18% to 32% per annum for Dominican peso
denominated short-term debt and from 5.75% to 14% per annum for U.S. dollar denominated short-term debt. As a result of the decline in value of the Dominican peso and recent
increase in the legal reserve requirements imposed on all financial institutions by the Dominican government, peso denominated borrowings have become more expensive. At December 31, 2002, we
had approximately $20.7 million of Dominican peso denominated debt and certain of these borrowings are now at interest rates exceeding 32% per annum. Short term borrowings in the Dominican
Republic have maturities ranging up to 180 days and often are rolled over and payable on demand. However, our current lenders may be unable or unwilling to lend to us in the future. Even if
these short-term borrowings continue to be available to us, due to their short-term maturities, we may be required to repay them at times when replacement financing is not
available on commercially attractive terms.



For 2000, 2001 and 2002, we earned between 55% and 65% of our operating revenues in Dominican pesos and the remainder of our operating revenues in foreign
currency, primarily in U.S. dollars. The percentage of operating revenues in Dominican pesos could increase if we successfully increase our share in Dominican local markets in accordance with our
business strategy. The

11

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Dominican
peso depreciated in value against the U.S. dollar in 2002 by approximately 26% and continued to depreciate in the first quarter of 2003. Most of our outstanding indebtedness is U.S.
dollar-denominated and must be paid in U.S. dollars. Our vendors of communications equipment and cable programming providers all require that we pay in U.S. dollars. The devaluation of the Dominican
peso could adversely affect our operating revenues and our ability to purchase U.S. dollars in order to service our debt obligations, including the payment of interest on the notes, and pay our
equipment vendors and cable program providers. Our purchase of substantial amounts of U.S. dollars in Dominican markets could adversely affect the value of the Dominican peso in relation to the U.S.
dollar, and make these purchases more costly for us.



In June 2002, we received notice from the Dominican Tax Service claiming that we owe additional amounts for the period from January 1, 1999 through
June 30, 2001 (the last day through which Dominican authorities have audited our tax payments) (1) in respect of taxes in lieu of income taxes, (2) for withholding tax on our
investment in our wholly-owned subsidiary, TRICOM Latinoamérica and (3) on certain other payments to non-Dominican vendors. In August 2002, the Tax Service
rejected our objection to the Service's claims, except for withholding tax on payments to non-Dominican vendors. The Tax Service calculated our aggregate liability on the two claims,
including penalties and interest, as RD$668.3 million ($35.5 million). Interest continues to accrue on delinquent tax payments at the rate of 2.58% per month until the delinquent tax is
paid or the claim is resolved. We appealed the Tax Service determination, but, if we are required to pay a substantial amount in assessments, penalties and interest, it would reduce funds available
for our operations and likely would require us to obtain additional financing, which may not be available to us on commercially attractive terms or at all.



We compete primarily with Compañía Dominicana de Teléfonos C. por A., or Codetel, a wholly owned subsidiary of
Verizon Communications Inc. Codetel has an established market presence, networks and resources substantially greater than ours. At December 31, 2002, approximately 84% of the Dominican
Republic's local access line customers were customers of Codetel. Codetel also had the largest share of the market for cellular and PCS services, approximately 49% at that date. Codetel's presence is
particularly strong in the market segments that we now are targeting, including residential and corporate post-paid subscribers for wireless and local services, who generate greater
revenues than pre-paid individual subscribers. The growth of our market share among residential and corporate post-paid subscribers depends upon our ability to convince Codetel
customers to either add, or switch to, the telephony services we offer. If Codetel implements significant price reductions for particular services, we may be forced to reduce our rates in response in
order to remain competitive. In addition, Codetel could expend significantly greater amounts of capital than are available to us in order to upgrade its network and/or sustain price reductions over a
prolonged period. As a result, we may not be able to maintain or increase our market share for local services or in other markets in which we compete with Codetel.

12

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In addition to Codetel, we face substantial competition in the wireless market.



As
a result of these and other potential new entrants, we expect to face more competition in the Dominican telecommunications market in the future, including from international
communications companies with vastly greater resources than ours, which could adversely affect our ability to maintain our market share or require us to lower prices.

In
the international long distance market, investment by U.S. telecommunications companies in Dominican markets could limit the number of U.S. carriers that would send a significant
number of minutes to us or otherwise adversely affect our ability to generate international settlement revenue.



Our business plan for our wireless and local services includes disconnecting subscribers who use our service only to receive calls and do not make many outgoing
calls, which generate greater revenues for us, or do not use our other services. At December 31, 2002, we had disconnected a substantial portion of these subscribers from our subscriber base.
By disconnecting these subscribers, we believe we can better use our networks, concentrate our sales efforts on residential and corporate customers that generate greater per subscriber revenues and
improve our margins. However, our disconnection of subscribers could result in an overall decrease in revenue. We may not be able to attract new subscribers that generate greater revenues and we may
need to incur greater marketing and other expenses to do so.



Our business plan includes increasing our revenue from post-paid services including wireless telecommunication services and cable television services.
Although we have instituted measures to minimize consumer credit risks our efforts to minimize consumer credit risks may not be successful as we expand our services in the post-paid area.
Moreover, efforts to minimize credit risks may limit the number of our new subscribers. If we experience a significant number of non-payments or are unable to attract new
post-paid customers, then our revenue will decrease and our cash position will be weakened.

13

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Revenues from our international long distance business represented approximately 38% of our operating revenues in 2000, 34% in 2001 and 34% in 2002. In 2002,
approximately 98% of these revenues were attributable to calls originating in the United States and Puerto Rico. Average settlement rates for traffic between the United States and the Dominican
Republic have declined from $.41 per minute during 1996 to $.043 per minute at the end of 2002. We believe that competitive and regulatory pressures could continue to push settlement rates lower.
Future decreases in settlement rates, without a corresponding increase in our international long distance traffic originating in the United States, would reduce our international settlement revenues
and adversely affect the profit margins that we realize on these revenues.



Since 1997, we have derived an increasing proportion of international revenues from U.S.-based resellers, which are companies that typically buy long distance
minutes in bulk and resell the minutes to other companies or individual end users. During 2002, resellers originated approximately 65% of our international long distance minutes from the United States
to the Dominican Republic. While we enter into agreements with resellers, they are not required to provide us with any specified amount of traffic.
The volume of minutes and revenues we receive from these resellers in any quarter has varied and may vary significantly because of competition for their business, primarily from Codetel, and also
because of the uncertain financial condition of many resellers. The price per minute charged by us to a reseller is negotiated as often as dictated by the market. At December 31, 2002, we
received traffic from approximately 88 resellers. Intense competition in U.S. markets among international long distance carriers resulted in bankruptcy filings by 12 of our reseller clients in 2001.



Since the beginning of 2001, 19 U.S. carriers with which we exchanged, exchange or contracted at one time to exchange long distance service filed voluntary
petitions for bankruptcy. In twelve cases, our subsidiary, TRICOM USA, is an unsecured, pre-petition and/or post-petition creditor. Our claims in these cases aggregate
approximately $605,000. In the other seven cases, TRICOM USA has no claims. To date, TRICOM USA has entered into settlement agreements, approved by the courts, with three bankrupt carriers where we
have been able to net balances with such carriers. We may not be able to net balances or recover any portions of the amounts owed to us. In addition, we may face substantial delays in resolving our
claims and may not receive full payment of our claims. In two cases, the bankrupt carriers applied to prevent us from altering, refusing or discontinuing services, although the courts in these cases
did not grant the requests of these carriers. We may be compelled to provide service to other carriers in bankruptcy under terms mandated by the court, which may not be as favorable to us as terms
that we receive from other resellers.

In
addition, pursuant to an August 2001 service level agreement with Enron Broadband Services, L.P., TRICOM USA prepaid approximately $420,000 for the purchase of a private line
bandwidth. On April 5, 2002, Enron filed a motion with the bankruptcy court to reject the agreement. We have objected to the rejection of the agreement. However, the outcome of this case is
uncertain.

14

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Our results of operations in the past have been, and in the future may be, affected by subscriber disconnections, whether initiated by our customers or us. In
order to realize net growth in subscribers, we must replace disconnected subscribers with new subscribers. Our average monthly disconnection
rate, or "churn rate," was 4.3% for cellular and PCS subscribers during 2002, compared to 4.6% during 2001, and 3.6% for local access line subscribers during 2002, compared to 1.9% during 2001. During
2002, the churn rate for cable television was 2.5%. The sales and marketing costs associated with attracting new subscribers are substantial, relative to the costs of providing service to existing
subscribers. If we are not able to maintain our credit policies, or not otherwise able to limit churn, we will experience a decline in net growth in subscribers and revenue.



The services we offer are technology intensive. The development of new technologies could make the technology we use obsolete. We may have to make substantial
additional investments in new technologies to remain competitive. New technologies we choose may not prove to be commercially successful. Our investment, to date, in our Dominican market exceeds
$800 million and we would require substantial investment to replace or upgrade all or a substantial part of our network. We have chosen to improve our liquidity by reducing our capital
expenditures. We anticipate spending not more than approximately $25 million for 2003 capital expenditures, although this is a preliminary estimate. This compares to $116.5 million
expended in 2001 and $65.8 million expended in 2002. If we do not offer the latest technology, we may not be able to retain our existing customers or attract new ones.



We estimate that our lost revenues from fraudulent use of our PCS and cellular networks totaled $711,000 for 2000, $496,000 for 2001 and $182,000 for 2002.
Anti-fraud technology continually becomes obsolete, and we will have to make future expenditures to acquire and use anti-fraud technology. We face substantial and widespread
access to our cable television services by unauthorized users, or pirates. When our services are pirated, we forfeit potential subscribers and related revenues.



The success of our cable television services depends upon our ability to acquire popular, high-quality programming content. We license a significant
portion of our programming from third parties. Our arrangements with these third parties regarding programming may be terminated, or may not be renewed on favorable terms, if at all. These third
parties could increase our costs of obtaining programming and we may not be able to pass these costs on to our cable subscribers. As we upgrade the channel capacity of our cable system and add
programming to our basic cable service, we may not be able to pass programming costs on to our cable subscribers. If some or all of our programming arrangements are terminated or if we cannot
negotiate new agreements on terms favorable to us, we may lose existing subscribers and attract fewer new subscribers, which would reduce our revenues.



Interruptions in our services due to the failure or shutdown of our cable network could harm our reputation and cause us to lose customers. Even upon completion
of the expansion and upgrade of our

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existing
cable network, we will still be vulnerable to damage to our network, interruptions in our services and cessation of our operations, which our insurance may not cover. The success of our
high-speed Internet access servicing offering depends on our ability to maintain high-quality data transmission with minimal service disruptions or interference. This is
critical to our ability to attract and retain subscribers.



"Hacking" involves efforts to gain unauthorized access to information or systems or to cause intentional malfunctions or loss or corruption of data, software,
hardware or other computer equipment. In addition, the inadvertent transmission of computer viruses could expose us to a material risk of loss or litigation and possible liability. Computer viruses,
break-ins or other problems could lead to:



In November 2001 and February 2002, Indotel and we received notices of objections to the transfer to us of the concession granted to TCN Dominicana,
S.A., a wholly-owned subsidiary of Telecable, for the operation of its cable business. The objecting parties are cable companies that operate cable television systems in the interior of the Dominican
Republic and an association of cable companies from that region. If Indotel decides in favor of the objections, it could invalidate the transfer of the concession and impose fines on us. Based upon
past challenges to concessions transfers in which objections did not prevail, we believe that it is unlikely that these objections will prevail. Moreover, TRICOM's own concession allows us to provide
video and cable services, so that even if the objections are upheld, we believe that we could use our own concession to provide the cable services currently provided in reliance on the Telecable
concession. However, it also is possible that Indotel will limit the areas where we can provide services so that we do not compete in markets currently served by the companies that raised the
objections.



BSC of Panama, S.A., a subsidiary of BellSouth Corporation, one of our competitors in Panama, has initiated a number of actions, including with the Panamanian
telecommunications regulatory authority,Ente Regulador de los Servicos Publicos, orEnte, and in the
Panama court system, seeking to prevent us from providing services using iDEN® technology. In an additional action, BellSouth seeks damages from us in the amount of $20 million,
which it claims it may sustain if TRICOM Panama begins using the iDEN® system in Panama. At December 31, 2002, we had invested approximately $47.9 million in our business in
Panama. If BellSouth prevails in its claims, we may be forced to discontinue our business in Panama and, as a result, we would not generate any revenue from our iDEN® operations in Panama,
lose all or a material portion of our investment and/or be required to pay damages to BellSouth. On April 4, 2003, the Supreme Court reinstated a precautionary order, originally issued on
August 28, 2001, requiring TRICOM Panama to cease all activity directly or

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indirectly
related to the installation and supply of telecommunications services using Motorola's iDEN® system.



We have expanded into the telecommunications market in Panama. We have not operated previously in this market and it will present numerous challenges to us. These
include:



Motorola is our sole source for the iDEN® digital network equipment and handsets used throughout our Panama market. If Motorola fails to deliver
necessary technology improvements and enhancements and system infrastructure equipment and handsets on a timely, cost-effective basis, or discontinues providing this technology altogether
we would not be
able to service our existing subscribers or add new subscribers. Motorola also may supply iDEN® technology to other companies, which could hurt our competitive position in Panama.



Wireless communications devices have been alleged to pose health risks, including cancer, due to radio frequency emissions from these devices. If these concerns
are validated, our ability to continue operations could be adversely affected. Moreover, the actual or perceived health risk of wireless communications equipment and related publicity or litigation
could adversely affect us through a reduction in subscribers, reduced network usage per subscriber, reduced financing available to the wireless communications industry or litigation costs and damages
or settlement payments associated with litigation brought against us.

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Most of our operations are conducted in, and most of our customers are located in, the Dominican Republic. Accordingly, our financial condition and results of
operations are substantially dependent on economic conditions in the Dominican Republic. While the Dominican Republic's Gross Domestic Product has grown every year since 1991, the rate of growth
slowed in 2001 and 2002 and growth may not continue in the future. The Dominican peso depreciated in value against the U.S. dollar in 2002 by approximately 26% and continued to depreciate in the first
quarter of 2003, adversely affecting the Dominican economy. Future developments in the Dominican economy could impair our ability to proceed with our business strategies, our financial condition or
our results of operations. Our financial condition and results of operations also could be adversely affected by changes in economic or other policies of the Dominican government or other political or
economic developments in or affecting the
Dominican Republic, as well as regulatory changes or administrative practices of Dominican authorities, over which we have no control.



The Dominican Republic has widespread poverty. As recently as November 1997, the country experienced riots, partly as a result of price increases and
shortages of water and electricity. Several state-owned companies have been privatized, including the country's state-owned electric utility company, and there can be no assurance that the
implementation of these privatizations will not cause social unrest. Any increase of poverty, social unrest or shortage of basic services could adversely affect the use of telecommunications services.



A majority of our directors and all of our officers and our external auditors, KPMG, reside outside of the United States. A substantial portion of our assets and
the assets of these persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or these other
persons to enforce judgments obtained against us or against them in United States courts predicated upon the civil liability provisions of the United States federal securities laws, other federal laws
of the United Sates or laws of the several states of the United States.

No
treaty currently exists between the United States and the Dominican Republic providing for reciprocal enforcement of foreign judgments. We have been advised by our Dominican counsel,
Pellerano & Herrera, that there is doubt as to (1) the ability of a plaintiff to bring an original action in a Dominican court which is predicated solely upon the United States
securities laws, other federal laws of the United States or laws of the several states of the United States and (2) the enforceability in Dominican courts of judgments of Unites States courts
obtained in actions predicated upon civil liability provisions of the United States federal securities laws, other federal laws of the United States or laws of the several states of the United States.

Pellerano &
Herrera also has advised us that the enforceability of actions brought in Dominican courts of liabilities predicated on U.S. laws would require compliance with certain
procedures, including the validation by Dominican courts of decisions rendered by United States courts. Compliance with such procedures could require a substantial amount of time and expense, and
local defendants could assert defenses to enforcement based on noncompliance with such procedures. Foreign plaintiffs bringing original actions in a Dominican court also can, at the request of the
defendant, be required to post a litigation bond in an amount established by such court in its discretion.

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The
Dominican legal system is based upon civil law principles according to which judges decide both the facts and legal issues of a case, and they are not bound by legal precedents. As a
result, judges have broader discretion in reaching decisions than do judges in the United States. The United States Department of Commerce has reported that Dominicans and foreign observers have
criticized the Dominican judicial system for what they perceive as an inequitable resolution of business disputes. The Dominican legal system, coupled with the fact that substantially all of our
assets are located in the Dominican Republic, may present substantial obstacles to the enforcement of judgments against us as well as our directors and officers in the Dominican Republic.



Inflation has moderated in the Dominican Republic since 1991, following an austerity program instituted by the Dominican government. According to the Central
Bank, the annual rates of inflation were 7.8% for 1998, 5.1% for 1999, 9.0% for 2000, 4.4% for 2001 and 10.5% in 2002. The increase in inflation in 2002 was principally due to the depreciation of the
Dominican peso against the U.S dollar, higher fuel prices and growth in public spending. However, the country has experienced high levels of inflation in the past, including an inflation rate of 79.9%
for 1990. During 2002, the Dominican peso lost approximately 26% of its value against the U.S. dollar. Any increase in the value of the U.S. dollar against the Dominican peso directly affects the
Dominican Republic's inflation rate because the Dominican Republic relies heavily on imports from the United States of raw materials and consumer goods. High inflation levels could adversely affect
the Dominican Republic's economy and reduce demand for our services.



GFN beneficially owns 11,486,726 shares of Class B stock and, together with affiliates, including our Chairman of the Board, 15,939,648 shares of
Class A common stock, having approximately 55.5% of our voting power. Motorola, the other shareholder owning shares of Class B stock, owns 7,657,818 shares of Class B stock having
approximately 32.5% of the voting power. Accordingly, GFN and Motorola are able to control the election of directors and all other matters which are subject to a vote of shareholders. Through this
ownership, GFN and Motorola will be able to exert considerable influence over TRICOM's corporate governance, strategic direction and major corporate actions. This concentration of ownership may have
the effect of delaying or preventing a change of control of TRICOM even if this change of control would benefit all of our shareholders. Because GFN and Motorola exercise control over TRICOM, holders
of ADSs lack meaningful power to approve decisions of TRICOM by virtue of their ownership of ADSs.



Under Dominican law, shareholders are asked to vote upon the performance of management at annual shareholders' meetings. Our vigilance officer delivers a report
on our financial performance and other issues related to management's performance. If the holders of a majority of the votes entitled to be cast approve management's performance, all shareholders are
deemed to have released the directors and officers from liability to us or our shareholders arising out of actions taken or any failure to take actions by any of them on our behalf during the prior
fiscal year, with certain exceptions. As a result, shareholders likely will fail in any suit brought in a Dominican court with respect to such acts or omissions. Officers and directors may not be
released from any claims or liability for criminal acts, fraud, self-dealing or gross negligence. GFN controls a majority of the votes entitled to be cast at annual shareholders' meetings
and, without the concurrence of other shareholders, is able to approve

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the
performance of management, thereby releasing management from liability to us or our shareholders, including holders of the ADSs.



At April 30, 2003, GFN and Motorola owned a total of 19,144,544 shares of our Class B stock, each of which is convertible into one share of
Class A common stock. GFN and GFN affiliates also owned 15,939,648 shares of Class A common stock. We issued 3,375,000 shares of Class A common stock in our acquisition of
Telecable. GFN purchased 675,024 of those shares from the Telecable shareholders. In December 2002, we issued an aggregate of 21,212,121 shares of Class A common stock in a private
placement. In addition, we have outstanding options and warrants exercisable for an aggregate of 316,150 ADSs and/or shares of Class A common stock. GFN and Motorola and the former shareholders
of Telecable have registration rights. We cannot predict the effect, if any, that future sales of ADSs, or the availability of ADSs for sale, would have on the market price prevailing from time to
time. Sales by GFN, Motorola, the former shareholders of Telecable or the purchasers of Class A common stock in our recent private placement of substantial amounts of our ADSs in the public
market, or the perception that sales could occur, could adversely affect prevailing market prices for our common stock. Motorola has indicated its intention to sell its shares. A reduction in the
market price of our ADSs could impair our ability to raise additional capital through future offerings of our equity securities.

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ITEM 4. INFORMATION ON THE COMPANY

TRICOM, S.A. is incorporated in the Dominican Republic. Our operations are headquartered at Ave. Lope de Vega No. 95, Santo Domingo, Dominican Republic and
our telephone number at the above address is 809-476-4000. Our website address iswww.tricom.net. Our agent in the United States
is CT Corporation System. This agent can be reached at 1633 Broadway, New York, NY 10019 and at telephone number (212) 664-1666.

BUSINESS OVERVIEW

Overview

We are a full service communications services provider in the Dominican Republic. We offer local, long distance, wireless, cable television and broadband data
transmission and Internet services. Our wireless network covers approximately 90% of the population in the Dominican Republic. Our network providing local service is 100% digital, the only such
network in the Dominican Republic. Telecommunications networks that employ digital technology can transmit higher quality signals at lower cost. We also own interests in undersea fiber optic cable
networks that connect and transmit telecommunications signals between Central America, the Caribbean, the United States and Europe. Fiber optic cable is composed of glass strands and transmits
telecommunications signals in the form of light. Through our subsidiary, TRICOM USA, Inc., we own telecommunication-switching facilities in New York, Florida and Puerto Rico. Using these
facilities, we originate, transport and terminate international long-distance traffic. We believe we are one of the few Latin American based long distance carriers that is licensed by the
U.S. Federal Communications Commission to own and operate switching facilities in the United States.

Through
our subsidiary, TCN Dominicana, S.A., we are the largest cable television operator in the Dominican Republic based on our number of subscribers and homes passed. At
December 31, 2002, our cable network served 71,726 subscribers, including 62,543 basic subscribers, 7,715 commercial rooms
and 1,468 subscribers for cable modems, digital audio programming and other services, with approximately 170,000 homes passed.

We
offer two-way radio and paging services in Panama using iDEN® technology. We began offering services in April 2002 and, at December 31, 2002, we
had approximately 8,240 subscribers. Our iDEN® network covers Panama City and Colon, the two largest cities in Panama, and important transportation corridors in other parts of the country.
However, a recent decision by the Supreme Court in Panama restrains us from offering our two-way radio and paging services. We also own radio frequency rights in Guatemala and El Salvador
that would allow us to operate our iDEN® network using switching facilities deployed in Panama. We currently do not intend to develop a network in either Guatemala or El Salvador.

Market Opportunities

We believe that our markets represent attractive opportunities and that the following factors will drive growth in these markets:



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Competitive Strengths

We believe that the following factors give us a competitive advantage in our existing and targeted markets:

Product and service offerings.We believe that we provide one of the most extensive product and service offerings in our
market: local, long distance, wireless, cable television and broadband data transmission and internet services. With the addition of cable television services to our existing operations during the
fourth quarter of 2001, we are able to provide a complete suite of telecommunications services.

Advanced network.We have the only network providing 100% digital local service in the Dominican Republic. Our wireless
network covers approximately 90% of the population. We currently have switching facilities in New York, Florida and Puerto Rico, and interests in international fiber optic cable undersea systems that
connect Central America and the Caribbean with the United States and Europe. These facilities enable us to originate, transport and terminate traffic at reduced costs

Our
advanced networks also provide our customers with high quality voice and data transmission. We are expanding and upgrading our existing cable network into a broadband
bi-directional network. Our broadband bi-directional cable network will have increased network capacity, quality and reliability. This will facilitate the introduction of new
services and enable us to increase our subscriber base and our average monthly revenues per subscriber. We also are deploying set-top boxes to bolster subscriber growth and facilitate the
control of unauthorized or pirate users.

Strong brand name recognition and marketing capabilities.Our marketing and customer service have allowed us to build a
strong brand in our existing markets and to achieve substantial market share in each of our service offerings. We capitalize on our brand name recognition and marketing programs both in the Dominican
Republic and to target ethnic communities in Florida, New England, New Jersey, New York and Puerto Rico. In the Dominican Republic, we have consistently lead the market in introducing innovative
business practices and products using advanced technology. We were the first

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operator
in the Dominican Republic to offer prepaid cellular, international calling cards, Internet service and offerings combining different services and pricing options.

Our Strategy

Our goal is to capitalize on our strengths in our marketsour developed network, strong brand name recognition and marketing capabilities and
experienced managementto improve our financial condition and results, while continuing to build market position. We intend to:

Grow revenues and improve operating margins by:













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Optimize use of existing network, while minimizing new capital needs, by:









Strengthen our capital structure by:





Service Offerings

Our service offerings include:



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Local

We are a competitive local exchange carrier in the Dominican Republic and had 150,456 local access lines in service at December 31, 2002. According to the
most recent information from Indotel, there were approximately 909,000 local access lines in service at December 31, 2002. At December 31, 2002, we had approximately 16% of the local
access line market. Our local access network covers areas with approximately 85% of the population of Santo Domingo, Santiago and nine additional cities.

All
of our basic telephone service customers have access to a range of value-added services, including call forwarding, three-way calling, call waiting, caller ID and
voicemail applications. In addition to local service, we provide direct-dialed, collect and operator-assisted international and domestic long distance services and Internet access to our residential
and corporate customers.

We
offer our customers broad flexibility in assembling customized packages of services, which provide our customers with cost savings and enhanced control over their consumption of
telephone services. Customers may choose from a menu of services, including domestic and international long distance services, local service and value-added services. They also may bundle their local
access service with cellular or PCS, paging, cable television and Internet services. Service packages permit customers to preset their monthly bills based upon, for example, local service minutes as
well as long distance minutes and specified destinations. Customers are responsible for paying for usage levels in excess of preset package amounts, at regular per minute rates. We believe that
providing customers with such budgeting capability increases consumer confidence in using telecommunications services, consequently allowing for increased service penetration, higher levels of
customer satisfaction and lower incidence of delinquent payments.

Beginning
in 1999, we accelerated our local access network expansion program by deploying a wireless local loop, which offers voice quality as clear as telephones connected by wirelines
and often can be connected more rapidly than wireline. Our intra city fiber, wireless local loop and copper network in Santo Domingo, Santiago and five other cities allows us to connect subscribers
using wireline as quickly and at costs comparable to the cost of connection by wireless local loop. Using wireline connection, we also can offer data transmission and other value added services
attractive to corporate and higher usage residential subscribers that we are targeting. We intend to convert all wireless local loop subscribers to wireline over the next several years. Wireless local
loop technology can be redeployed to support our wireless services.

We
also sell fully integrated systems and components for both turnkey systems and private telephone networks used within enterprises. We are a distributor of leading manufacturers of
private branch exchanges and key telephone systems and a leading provider of computer telephony integration systems in the Dominican Republic.

Wireless

Our wireless network covers approximately 90% of the Dominican Republic's population. We currently offer both analog cellular and PCS service. According to
Indotel, there were approximately 1,700,609 analog and PCS cellular subscribers in the Dominican Republic at December 31, 2002. At December 31, 2002, we had 432,058 wireless subscribers,
including 199,267 PCS subscribers, representing approximately 25% of the Dominican wireless telephony market. Our cellular and PCS subscribers base grew by approximately 18.7% from December 31,
2001 to December 21, 2002, and our net addition of cellular and PCS subscribers totaled approximately 68,000 during 2002. We attribute a

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substantial
portion of this growth to our prepaid cellular and PCS card. At December 31, 2002, prepaid cellular and PCS subscribers accounted for 411,334 or approximately 95% of our 432,058
total cellular and PCS subscribers in the Dominican Republic. Our prepaid card program has expanded our cellular and PCS customer subscriber base because it offers cellular and PCS service to
individuals who would not satisfy our current credit policies and because it appeals to customers who prefer to budget their cellular and PCS telephone spending.

We
have offered PCS service since April 1999. This technology provides for added security and privacy compared with traditional analog systems, and it also offers greater
capacity. PCS customers are able to receive all of the benefits related to a digital service, including digital messaging, caller ID and voicemail. Our PCS network covers areas with approximately 75%
of the population in the Dominican Republic and is less extensive than our analog network. We offer a dual-band service, allowing customers to use seamlessly their wireless phones
nationwide over both digital and analog networks.

We
offer domestic as well as international roaming services to participating subscribers. Subscribers who pay the roaming rates gain access to our nationwide cellular and PCS network,
while subscribers paying the international roaming fees are able to roam outside of the Dominican Republic, using the networks of cellular service providers with which TRICOM has entered into roaming
agreements. We have entered into roaming service agreements with several leading wireless providers which enable our customers to roam in the continental United States and Central and South America.
Under the roaming agreements, when a subscriber of another cellular service provider makes a call from within the Dominican Republic, that service provider pays TRICOM for the call at the applicable
rate. Conversely, when one of our subscribers makes a call outside the Dominican Republic, we must pay the applicable charges to the cellular service provider in whose region the call originates.
These payments are channeled through Cibernet, which functions as a central international clearing house that collects and redistributes roaming fees from and to the participating providers.

We
have entered into arrangements with major consumer electronics retailers and a network of independent cellular and PCS dealers to offer our cellular and PCS services in conjunction
with their sale of handsets. We provide subsidies on the sale of wireless handsets for customers who purchase
post-paid plans for a minimum term of 18 months. Subsidies vary depending on the handset but can exceed 50% of the cost of some handsets.

We
were the first domestic provider to offer Wireless Application Protocol, or WAP, to our wireless subscribers, starting in September 2001. WAP brings Internet content and
advanced services to digital cellular phones and other wireless devices. Digital wireless customers who subscribe to WAP may access internet content through their wireless devices and perform
operations such as sending e-mail, on-line banking or browsing the Internet.

We
have provided paging services since April 1995. At December 31, 2002, we provided paging services to 8,752 subscribers, representing approximately 14% of the Dominican
paging market. In 1999, we stopped soliciting new paging subscribers. We believe that the success of our prepaid cellular and PCS program has contributed to the decline of paging as a significant part
of our business because customers have replaced paging services with prepaid cellular services.

International Long Distance

In the Dominican Republic, we provide international long distance services to our local access, cellular and PCS customers. In addition, we offer prepaid calling
cards for international long distance, the Efectiva and Conexion cards, that can be used from any telephone in the Dominican Republic. We operate telephone centers that
provide access to telephone services to individual customers who either do not have telephone services in their own homes or who are attracted by the competitive pricing of the telephone centers. The
centers offer a wide range of telephone services, including bill payments and sales of service in addition to long distance.

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In
the United States, our subsidiary TRICOM USA provides international carrier services primarily to resellers, which account for an increasing share of international long distance
traffic between the United States and the Dominican Republic. During 2002, resellers originated approximately 65% of the international long distance minutes from the United States to the Dominican
Republic that we received. Minutes delivered by resellers may fluctuate significantly. Through our telecommunications switching facilities in the United States, we have been able to provide resellers
with an alternate channel for sending international long distance traffic. In addition, by controlling the origination, transport and termination of international long distance traffic between the
United States and the Dominican Republic, we believe that we are able to send and receive such traffic at a lower cost to us than by exchanging traffic with traditional international carriers.

In
1997, TRICOM USA began offering international long distance calling services to the Hispanic community in the United States, targeting primarily Dominican communities in New England.
Currently TRICOM USA offers prepaid calling cards in California, Canada, Florida, Georgia, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, Puerto Rico, Rhode Island, U.S.
Virgin Islands, Virginia and Washington D.C. Our better-known prepaid cards areTRICOMpass,Mi Gente, Mi Tierra,InternationalandPa Gozá.

Prepaid
calling cards are distributed through wholesalers from our New Jersey office and through retailers from our New York location. Cards are sold primarily in small retail stores
including groceries, drugstores and newsstands.

Our
prepaid calling cards are advertised through special promotions during Hispanic events and by radio, television and newspapers that target Dominican and other ethnic communities,
particularly in the New York metropolitan area. Our advertising emphasizes savings, voice quality and patriotic themes.

In
addition to prepaid calling cards, TRICOM USA offers national and international long distance services in New York, New Jersey and Florida. Major users of this service are calling
centers. This service is offered to potential customers through an independent sales force.

Cable Television

We are the largest provider of cable television services in the Dominican Republic, based on the number of subscribers, and the number of homes passed. At
December 31, 2002, our cable network served 71,726 subscribers, including 62,543 basic subscribers, 7,715 commercial rooms and 1,468 subscribers for cable modem, digital audio programming and
other services, with approximately 170,000 homes passed. One component of our business strategy has been to expand our number of basic and expanded basic subscribers by providing
high-quality programming and other content. In addition to publicly available programming, we license or otherwise acquire programming from various programming providers for broadcast on
our cable television network and also produce a limited amount of programming ourselves intended for exclusive broadcast on our network. We currently offer 95 basic and expanded basic channels
including HBO, Cinemax, Disney, ESPN, Fox Sports and CNN. We also sell our own advertising time.

Basic Service Package.Our basic service packages provide access to a maximum of 82 local and foreign content channels.
Subscribers pay a one time, refundable deposit per analog set top box and a monthly fee of approximately for this service. Subscribers do not need a digital decoder to receive the basic service
package.

Expanded Basic Service Packages.Our expanded basic service packages include all of the channels included in our basic
service package, with an additional choice of one of our eleven analog and digital expanded basic service packages. Expanded basic subscribers pay the basic service package monthly fee plus the
additional cost of the expanded programming. An analog or digital decoder set-top box is

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required
for these services. We are currently focusing on marketing our various expanded basic service packages to our existing basic subscribers with a view to increasing our overall revenues per
subscriber.

Digital and Cable Modem Service.In June 2002, we made available digital cable television and high-speed
Internet access over coaxial cable via cable modem, under the brand name Internet Tornado®. This service targets primarily residential customers. Digital cable television provides
movie-quality pictures, digital-quality sound, broadcast services and certain programming not available through our basic or expanded basic service packages. Our digital cable television offering
includes an on-screen interactive program guide, 17 pay-per view channels, seven content rich educational resources channels and 50 channels of commercial free
CD-quality music. A digital decoder set-top box is required for these services.

A
cable modem is a small box that connects a personal computer to the Internet by a local cable provider. Cable modems allow personal computer users to download information from
on-line services at speeds one hundred times faster than today's telephone modems. Our cable modem service packages offer several bandwidth and pricing options, ranging from 128 kbps to
1,536 kbps.

Digital Music Services.We offer digital audio programming provided by DMX Music International through our hybrid fiber
coaxial network. Customers choose from 50 exclusive music channels that play 24 hours a day, seven days a week. Subscribers for this service primarily are hotels.

Broadband Data Transmission and Internet

In the Dominican Republic, we are the second largest Internet service provider. We provide Internet connectivity to the residential and corporate markets through
traditional dial-up connections, digital subscriber lines, or xDSLs, dedicated lines and very small aperture terminals, or VSATs, and cable modems. VSATs are relatively small satellite
antennas used for high speed satellite-based single to multiple point data transmissions, including for the internet, with speeds ranging from 56 kilobytes per second to 2 megabytes per second.Our PCS
and paging services are now fully integrated with our Internet service, offering short messaging services, including e-mail and digital messaging through our website, www.tricom.net.

We
offer our residential customers Internet access bundled together with local, wireless and other services. We also provide pre-installed Internet access through major
Dominican computer retailers.

During
2002, we launched several new services such as firewalls for xDSL and lease lines, bandwidth control and auto-bandwidth, filtering, captive portal, content, and
virtual private networks. We provide wireless access to Internet for private data administrators and laptop use.

We
provide broadband data transmission services to large business customers in the Dominican Republic through several means of delivery including fiber optic cable and digital wireless
point-to-point radio links. In addition, we provide these large customers with data circuits, Internet access, private networks and frame relay services with branches in the
different cities in the country. During 2002, we increased transmission capacity to provide larger bandwidths and data services primarily for business customers through digital subscriber lines, or
xDSLs, that provide high-bandwidth transmission of voice and data over regular telephone lines and VSATs.

In
2000, we entered into a five-year $25 million contract with the Dominican Republic Department of Education to provide broadband satellite Internet access and
Intranet services to every public high school in the Dominican Republic.

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Marketing and Sales

Our advertising and promotional materials in the Dominican Republic emphasize that we are a full-service provider of local, long distance, wireless,
cable television, and broadband data transmission and Internet services and that customers can realize significant savings from our service packaging. Our advertising also emphasizes reliability,
performance, quality of service and the multiple advantages that users can obtain from our different products and services. Seasonal promotions are also made for specific target markets at different
points throughout the year. Since 2001, we have reoriented our sales force and marketing efforts to focus on corporate, medium and small businesses. This sales force is oriented to develop close
relationships with our business customers to assess their needs and offer customized solutions.

Local and Wireless Service

We use door-to-door sales, telemarketing and mass media to promote and sell our local services. In the local access market, we use product
differentiation to target residential and business customers.

We
market wireless services through direct sales, database marketing, and telemarketing, focusing on new subscribers. Our post-paid wireless sales target higher income
customers who usually have a higher usage profile. We have expanded our wireless network to new geographic areas and offer in-building coverage in highly transited urban areas such as
shopping malls, restaurants and office buildings. Our advertising strategy for PCS services focuses on our nationwide coverage, quality of service and competitive prices.

Our
sales and marketing approach for offering local and wireless services to large business customers is to offer comprehensive and customized telecommunications solutions for individual
corporate customer's needs. Our sales staff works closely with each customer to gain a better understanding of its particular operations and to develop customized local and wireless service solutions.
Many of our sales executives in this market segment have engineering backgrounds or receive periodical training sessions in which they learn the fundamentals of our industry as well as thorough
information on our family of products. Our product development and customer service departments also offer them continuous support.

International Long Distance

In addition to our Dominican local access and wireless subscribers, we market our long distance services in the Dominican Republic to individual customers who do
not have telephone services in their own homes. In the United States, we target the large immigrant Dominican communities and other ethnic populations.

In
July 2002, we implemented a platform to manage our prepaid services. As a result, we have been able to unify all of our calling card products into a single brand, allowing our
customers to use the card for domestic and international long distance calling as well as prepaid wireless services. On November 26, 2002, we launched the unified product under the brand name
Bla Bla Bla®.

We
feature our prepaid card in our basic services advertisements, as well as in individual advertising. Our advertising emphasizes the accuracy and reliability of our billing as well as
savings. Our prepaid card is distributed at our commercial offices, call centers and through wholesalers and retailers. We have four wholesale distributors in the Dominican Republic as well as an
internal sales force targeting smaller retailers; a total of approximately 52,000 points of sale for our prepaid cards.

TRICOM
USA advertises its prepaid cards on radio and through print media targeted at Dominican and other ethnic communities, mainly in the New York metropolitan area. Advertisements
emphasize price and voice quality as well as patriotic or ethnic themes. Prepaid cards are distributed to

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wholesalers
under our brand name and are sold primarily in small retail stores, including groceries, drugstores and newsstands.

Cable Television

We use a variety of methods to attract new subscribers. We generally advertise on our cable broadcasts as well as on television and radio broadcasts and in
magazines, newspapers and billboards. Our direct marketing includes flyers and promotional materials. Our telemarketing staff focuses on both attracting new subscribers, as well as upgrading our
existing basic subscribers to one of our expanded basic service packages. We market our cable services under the brand name Telecable.

Our
current marketing strategy is intended to promote subscriber loyalty and timely payments, reinforce our market position by offering better pricing and more channels,increase our
subscriber base by increasing the penetration levels in our coverage areas, and by converting users that pirate our cable services to legitimate subscribers and capitalize on the development
possibilities of new broadband services.

We
currently maintain a call center to respond to incoming calls from potential subscribers. The call center staff is trained to respond to questions concerning our various service
packages, as well as contact potential subscribers, market our services and receive payment for our services by credit card.

Broadband Data Transmission and Internet

For broadband data transmission services, we target large Dominican businesses, which require more sophisticated technology and demand specialized service and
support. We developed a sales force focused on this sector, which includes multi-national corporations, local business conglomerates, local and international banks and large hotels. We also have a
specialized sales force targeting medium and small businesses with products that fit their needs such as virtual private networks, dial up and broadband xDSL Internet, among others. Our advertising
campaign is focused on promoting the speed and accuracy of our data transmission services.

Customer Service

In the Dominican Republic, we provide customer care for all of our services through 17 service centers and 16 commercial offices. We also provide payment services
for our customers through several other businesses including supermarkets, banks and other commonly frequented businesses. There are approximately 373 such offices, all of which are linked to our
central billing and collection system.

Our
customers may subscribe for services, pay and obtain information about monthly bills and inquire about billing adjustments at our offices. To enhance customer service, our
representatives use our customer service system linked to our central billing and service order system, enabling them to handle expeditiously both billing and service inquiries.

We
provide a 24-hour interactive voice response service through which customers can register claims and make billing inquiries. In addition, customers may access their
account information online 24 hours a day, seven days a week, on our website,www.tricom.net. Our website provides information about our services
and can be used to purchase products including prepaid cards, cellular phones and accessories.

We
provide installation and repair services to our customers and have established service benchmarks for, among other things, network availability, installation and repair intervals. We
research other companies' response time and client promises in order to establish equal or better ones that will ensure our competitive advantage.

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Our
customer service department gathers information from our customers, which we then use to tailor our products and services to meet customer needs. We regularly survey our customers to
determine their satisfaction with our services and to improve services based upon the explanations offered by customers who voluntarily cancel their services. Furthermore, we have a customer retention
department that works to determine the cause for customer churn and also to develop appropriate retention strategies to target this segment.

We
use a customer relationship management (CRM) system, integrating our information systems and our customer relationship management software. This system allows customer service
representatives to access all billing, service order and other client specific information. This enables us to offer speedier service and more efficient follow through and to monitor every step of the
customer service relationship.

Billing and Credit Policies

We have developed an integrated billing system for local, long distance, wireless, paging and value-added services. The integrated billing system enables our
customers to obtain a single bill, providing detailed information about charges for all services rendered, other than cable television for which customers receive a separate bill. We have led the
Dominican telecommunications market in the introduction of billing packages that provide detailed call reports with time-of-day, day-of-week and
destination information as well as flexible billing discount programs which are similar to those found in the most competitive markets outside the Dominican Republic. Our subscribers can call our
center and speak with a customer care representative and obtain account and statement information. Our customers also can access information over the telephone through an interactive voice response
system that enables customers to consult their most recent calls and account balances.

Cash
payments may be made at walk-in commercial offices, centers and affiliated bank branches, or funds may be debited from credit cards or bank accounts. Our customers also
may pay their bills at any one of our over 440 payment stations, which are located in neighborhood gas stations, grocery stores and other retail outlets.

Each
residential basic telephone service and wireless subscriber is assigned a preset credit limit, which varies depending upon the individual's monthly usage and payment history. We use
credit bureaus to check the credit history of new clients. We require all individuals wishing to subscribe for cellular and PCS services to have a credit card or prepay for services. We contact any
customer exceeding this credit limit and request that such customer pay all or part of the outstanding bill.

Our
policy is to suspend service for all post-paid subscribers if payment is not received within 45 days after a bill is issued and to terminate service 45 days
after the suspension date. Pre-paid services are suspended when the prepayment balance is exhausted or the pre-paid card has expired. Upon suspension, pre-paid
service customers may continue to receive in-coming calls. Service to post-paid subscribers is also suspended when a customer's credit limit is reached. In order to reinstate
service after termination, post-paid subscribers must pay a reinstallation fee, except for Internet services for which no reinstallation fee is required after termination.

We
had an average monthly churn rate for cellular and PCS subscribers of 4.3% in 2002, 4.6% in 2001 and 3.1% in 2000. We had an average monthly churn rate for local subscribers of 3.6%
in 2002, 1.9% in 2001 and 2.3% in 2000. We had an average monthly churn rate for cable subscribers of 2.5% in 2002. Increasing local and cellular churn rates reflect primarily our decision to
disconnect lower revenue-generating prepaid customers. We expect that our churn rate will increase substantially for mobile and local access services as we disconnect subscribers that use our services
primarily to receive calls. We calculate average monthly churn by dividing the number of subscribers disconnected during the year by the sum of subscribers at the beginning of each month during such
year.

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TRICOM
USA distributes its prepaid cards through wholesale distributors. Depending on their credit history and the length of their relationship with TRICOM USA, wholesalers are required
to pay in full for calling cards upon delivery or are extended credit for up to 15 days. All distributors of prepaid cards in the Dominican Republic are extended credit for up to
30 days.

TRICOM
USA requires that new and smaller reseller customers pay on a weekly basis for long distance services. Some customers that have a previous relationship with TRICOM USA are
extended credit for 15 to 30 days on average, depending on proven reliable financial condition. Traditional long distance carriers generally pay TRICOM USA within 60 to 90 days for
traffic.

Management Information Systems

Our business applications are designed to generate accurate information in real time for our employees and to provide our customers with direct access to
pertinent information from our computer network. For this reason, we have designed a fully integrated, open architecture network.

We
use Oracle as our unified database and software application development tool set. We use Oracle Financials as our enterprise resource planning system, which includes the following
modules: accounts payable, accounts receivable, general ledger, purchase orders, inventory control and fixed asset accounting. We have also developed an integrated billing and customer care system
that runs on the Oracle platform. In August 2000, we entered into a product marketing alliance agreement with Codisa Software Corp., a leading Latin American developer and provider of business
applications, for the exclusive distribution of TRICOM's advanced billing and operational support platform.

Network Infrastructure

We invested over $800 million from 1992 through 2002 to develop all of our networks, which are fully digital except for portions of our cellular network.

Local Service and Wireless Network

The core of our network is composed of gateway switches, possessing special features such as ultra-high-speed and
port-to-port call switching that can handle 240,000 calls per second. Our switch time-of-day capability allows us to distribute our telecommunications
traffic efficiently and provide, as a result, more competitive pricing. Our switches also provide statistical call distribution information, which allows us to control our flow of traffic. Without
such capabilities, we would have to conduct these monitoring tasks manually. The switches also handle common channel signaling protocols, optimizing the channels available for voice transmission.
Without this capability, a network must use each of its channels to signal the origination and termination for each call, which often results in uncompleted calls and poor circuit utilization.

Our
intra-city wireline local access network is comprised of 500 route miles of fiber optic cable and over 3,000 miles of copper cable in over seven cities. The network is
composed of central office switches, remote switching centers and digital loop carriers.

We
use digital loop carriers technology, which is a multi-service access platform connected to the central office through fiber optic cables. This network layout minimizes the copper
plant and employs digital network transmission equipment used to provide multiple phone conversations, and fiber optic cable to connect to local access lines. Our central office switches are connected
by fiber optic cable to various digital loop carriers located throughout the three largest cities in the Dominican Republic.

We
transmit our domestic traffic through a fully redundant digital wireless point-to-point backbone system, which provides both intra-city and
inter-city telecommunications services. A point-to-point backbone system is a dedicated connection between two endpoints of a communications network. The backbone
system links approximately 85% of the country's population, including major cities and

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certain
key tourist and rural areas. The wireless point-to-point system serves the areas that have high telecommunications usage, including large industrial and commercial
areas.

To
oversee and monitor the activities of our network infrastructure, we have installed a network management system. This system allows us to manage our central office switches and
remotely monitor all network components. The management system provides continuous information regarding our equipment, any equipment failure, and network security. In addition, it allows the central
office to send commands and to test our network.

Our
wireless network in the Dominican Republic uses analog technology and our PCS network uses CDMA or digital protocol. Our analog wireless network enables us to provide wireless
coverage to those regions of the Dominican Republic with the greatest demand for wireless services. We provide PCS service in 14 cities and offer continuous coverage in the main highway routes of the
country.

International Long Distance Network

We have our own state-of-the-art switching facility in the New York metropolitan area, which we have upgraded to allow us to
provide multiple international signaling protocols. We also have switches in Puerto Rico and Florida. By having our own switching facilities, we can provide termination of international long distance
traffic at very competitive rates to several countries in addition to the Dominican Republic.

By
purchasing and leasing international traffic capacity from various systems, we have acquired diverse options to route our international traffic. This capacity is fully connected to
the international network. We have purchased capacity in 11 international submarine fiber optic cables that have been built to send and receive international traffic or connect with other cables that
provide service to Latin America, the Caribbean and Europe. We own 23% of the Antilles 1 submarine cable, which connects the Dominican Republic to the United States via other submarine cable systems.
In addition, we have two earth stations which connect to satellite systems serving the Atlantic region, Africa and Europe. The use of these satellite facilities also allows us to route international
traffic between the Dominican Republic and most other countries in the world.

Cable Television Network

Our cable television network uses a broadband network employing radio frequency transmission over coaxial and/or fiber optic cable to transmit multiple channels
carrying images, sound and data between a central facility and a subscriber's television. Coaxial cable is a type of cable used for broadband data and cable systems. This type of cable has
high-quality broadband frequency characteristics, noise immunity and physical durability. Fiber optic cable is a communication medium that uses hair-thin glass fibers to
transmit signals over long distances with less signal loss or distortion than coaxial cable.

Our
existing cable network consists of three major portions: a master headend, a distribution network and nodes. At our master headend, programming signals are received, processed,
amplified and then sent through our distribution network, which consists of fiber optic and coaxial cables connected to nodes. A node, which is typically shared by a number of subscribers within the
same area, is a single connection to any of our distribution network's main fiber optic cables that receives and transmits signals. One node in our existing network typically serves an average of 820
homes passed. Programming signals then travel, via coaxial cable, from nodes into subscribers' homes. As part of our plan for the expansion and upgrade of our network, we plan to redesign our
distribution network by installing hubs and additional nodes to improve the quality and redundancy of our services. Hubs receive signals from the headend and retransmit signals to the nodes,
increasing the quality and reliability of the signals.

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At
December 31, 2002, our cable network consisted of approximately 204 miles of fiber optic cable, 718 miles of coaxial cable and 208 nodes, passing approximately 170,000 homes.
Approximately 98% of our network is constructed above ground, with a small percentage of the fiber optic cable constructed underground.

The
complete channel package signal delivered to our customers in Santo Domingo is encoded. This allows us to control the theft or piracy of our cable entertainment services, as well as
giving us the opportunity to offer compressed packages to reach low-income subscribers living in marginal areas, and increase penetration levels.

The
expansion and upgrade of our network involves the conversion of our existing cable network into a broadband bi-directional network. We currently plan to complete this
upgrade by the end of 2003. A bi-directional network allows subscribers to transmit as well as receive signals. This allows us to offer Internet connection, video and games on demand. A
broadband bi-directional network combines the use of fiber optic cable, which can carry hundreds of video, data and voice channels over long distances, with coaxial cable, which requires a
more extensive signal amplification in order to obtain the desired transmission levels for delivering programming signals and nodes. We are expanding and upgrading our existing cable network into a
broadband bi-directional network that will provide us with a platform for the delivery of a broad range of services.

Broadband Data Transmission and Internet Network

Data communications services are primarily targeted to the business community and provided at a variety of speeds. Our data communications network consists of
data multiplexing nodes, which are network connection points that allow for the transmission of two or more signals over a single channel, linked to a fiber optic ring and digital wireless
point-to-point radio links. The "last mile" to the customer is provided through fiber optic cable and/or digital wireless point-to-point radio links.
Our data network has the capability to monitor the communications link all the way to the customer's desktop and to support multiple data protocols such as ATM and frame relay.

Our
technology infrastructure is built and maintained to assure reliability, security and flexibility, and is monitored by our technical staff. Each of our servers can function
separately, and multiple redundant machines serve key components of our server architecture.

We
maintain our central production servers at the data center of our headquarters. Our operations depend on the ability of the network operating centers to protect their systems against
damage from fire, hurricanes, power loss, telecommunications failure, break-ins or other events.

Our
local and wireless networks employ monitoring software developed by us and by others to monitor access to our production and development servers. Our reporting and tracking systems
generate daily traffic, demographic and advertising reports, which are copied to backup tapes each night.

Competition

The following table sets forth information about our market share in several of our markets based upon information published by Indotel, at December 31,
2002 (the latest date for which Indotel has published information), and information that we generate about our operations:

Service

Approximate
Market Share (%)

Rank

Number of ProvidersLocal

15.9

2

3Wireless

25.4

2

4Data and Internet

11.1

2

3Cable television

46.0

1




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Indotel
reports that there are 112 cable operators in the Dominican Republic. However, in our principal markets, Santo Domingo and its surrounding areas and La Romana, we face little
competition. In 2002, a third telecommunications services provider, using wireless technology, began offering to business customers limited local services and broadband Internet access. This provider
does
not offer a full range of local services, and, to date, we believe has obtained a negligible percentage of the market for local services.

In
addition, we and Codetel are the two principal Dominican carriers terminating Dominican bound international long distance traffic. Centennial Dominica also offers long distance calls
at very low rates to the United States from the Dominican Republic. However, neither Indotel nor the U.S. Federal Communications Commission publishes current information about traffic exchanged.
International long distance traffic has expanded dramatically in the last five years as the price per minute charged to consumers has declined.

The
Dominican government also has granted eight concessions to telecommunications companies which either have not yet commenced operations or have minimal operations. Each of the
concessions allows for the provision of some or all of the telecommunications services that we provide. In addition, from time to time, several international companies have expressed to Indotel
interest in entering the Dominican telecommunications market.

Local, Data and Internet and Wireless

In local service and data and internet, our only established competitor is Codetel, a wholly owned subsidiary of Verizon. Codetel is an integrated communications
service provider which, at December 31, 2002, had approximately 84% of the local access lines and subscribers for local services and approximately 89% of the data and internet subscribers in
the Dominican Republic. In 2002, Centennial, using wireless technology, began offering to businesses local access service and broadband internet access but, to date, we believe has obtained an
insignificant percentage of the market for local services.

In
wireless service, in addition to Codetel which has approximately 49% of the wireless subscribers, we compete with Orange, a subsidiary of France Telecom Group, and Centennial
Dominicana. Orange operates a GSM 800 MHz network in the main cities of the country. In 2001, Orange initiated an aggressive expansion strategy based on low prices on wireless equipment and a
distribution network with dealers. Orange subscribers represent in excess of 20% of total wireless subscribers in the Dominican Republic. Centennial Dominicana, a joint venture of Centennial
Communications Corp., offers PCS wireless services and has approximately 6% of the wireless subscribers.

International Long Distance

The international telecommunications industry is intensely competitive and subject to rapid change precipitated by changes in the regulatory environment and
advances in technology. Our success depends
upon our ability to compete with a variety of other telecommunications providers in the United States and in each of our international markets. Our competitors include large facilities-based
multinational carriers and smaller facilities- based wholesale long distance service providers in the United States and overseas that have emerged as a result of deregulation and switched-based
resellers of international long distance services. Competition primarily is based on price, although reliability, quality of transmission, routing capacity and customer service also are competitive
factors.

Cable Television

We are the largest cable television operator in the Dominican Republic based on our number of subscribers and homes passed as of December 31, 2002. We face
little competition in Santo Domingo

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and
surrounding areas from other cable television operators. Indotel reports that there are 112 cable operators in the Dominican Republic, including illegal cable television providers.

We
also face competition from pirate direct broadcast satellite or DBS transmission. There is no legal DBS service offered in the Dominican Republic. For several years, the Dominican pay
television market has been harmed by the persistent violation of copyright laws or "piracy." We have deployed encoding technology to aid in reducing piracy from our network.

All
pay television service providers, including cable television systems, direct to home or DTH satellite services and multi-point, multi-channel distribution system operators, face
substantial competition from other signal delivery methods, including television broadcasters. The ability of potential subscribers to directly receive traditional public
over-the-air television signals from television broadcasters may hinder our ability to obtain additional subscribers.

Panama

Overview

In 2001, we purchased a 51% interest in a Panamanian company, Cellular Communications of Panama, S.A., now TRICOM Panama, S. A., which owns the frequency rights
for 107 channels of 25 MHz each. These frequencies give us access to nationwide coverage, covering a population of approximately 2.9 million. In Panama, frequency rights are granted for
20 years and are automatically renewable for additional 20 year terms. We initiated offering iDEN® services in April 2002 and had approximately 8,240 subscribers at
December 31, 2002. Our right to offer services has been challenged by BellSouth, one of the two principal wireless service providers in Panama. A recent decision by the Supreme Court in Panama
restrains us from offering any services in Panama.

We
completed the construction of our digital network in Panama City and Colon (the two largest cities in Panama) and the transportation corridors that link those cities with airports and
ports. We also completed a network along the corridor that connects Panama City, the capital, with its surrounding cities and the most important recreational and tourist areas of the country. At
December 31, 2002, we had invested approximately $47.9 million in this deployment, primarily for the purchase of a switching office for telephone and radio communications dispatch
through which wireless service traffic is originated or terminated, enhanced base transceiver stations, which are antennae located at base sites to provide radio coverage in specific geographic areas
and site acquisition and construction.

Market Opportunity.

In 2001, Panama's estimated Gross Domestic Product of $16.9 billion, and a Gross Domestic Product growth rate of 1.4% for that year. Approximately 57% of
the population lives in urban areas. Wireless penetration for Panama at December 31, 2001 was 17% while wireline penetration was 12.1%.

Marketing Plans

We offer specialized wireless radio services, including two-way radio, and interconnect services. We offer our digital services mainly to business
customers, offering bundled programs with different services and pricing plans, customized to meet our clients' specific needs. We are currently marketing our services through direct sales and intend
to do so through independent dealers as well.

Competition

The wireless market in Panama has been open to competition since 1996. TRICOM Panama's digital radio services will compete with several analog trunking operators
as well as the two digital wireless communications providers in the country, Cable & Wireless of Panama and BSC of Panama (a

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subsidiary
of BellSouth). The Panamanian government granted a 10-year duopoly service concession to both digital wireless operators in 1997 as part of the privatization of the
telecommunications industry.

Regulatory and Legal Overview

To provide telecommunications services, a Panamanian or foreign company must obtain a service concession from theEnte Regulador de
Servicios Públicos, or ENTE. There are two types of service concessions, Type "A" and Type "B". Type "A" service concessions currently are awarded on an
exclusive basis. Services under a Type "A" category concession include basic telecommunications and cellular services. Effective January 2003, ENTE has reclassified Type "A" services as Type
"B" services, and therefore, additional concessions of this type will not be granted again until 2003 for basic telephony and long distance and until 2007 for PCS services.

Type
"B" service concessions are awarded on a non-exclusive basis to companies which meet specific requirements and complete the application procedures for the services they
wish to provide. Applicants must include a form of the contract they intend to enter into with potential customers and a diagram of the system that will be operated in order to provide the
contemplated services, among other information. Applicants may submit their applications to provide Type "B" services on any one of four specified dates a year. Additionally, since Type "B"
telecommunications service concessions are open to all companies which meet the requirements, the terms of the concession are the same for all concession holders. However, each concession holder must
comply with fair competition practices in providing services to its clients and in relation to other concession holders. Concession holders also must provide services in a nondiscriminatory manner.
Concession holders may also assign or transfer their concessions to other companies which meet the same requirements that ENTE considered at the time it awarded the concession, subject to ENTE's
authorization. ENTE may only deny a transfer or assignment when the transfer or assignment would be prohibited by law or against fair competition practices. Telecommunications providers are required
to pay annual fees to the government of 1% of their total gross revenues.

TRICOM
Panama has four of the twenty-six Type "B" service concessions, one to provide each of the following services: (1) conventional trunking systems for public or
private use, (2) fixed or wireless radio communication services, (3) data transport services, and (4) paging services.

Panamanian
telecommunications law prohibits companies providing trunking wireless services to hand off telephone calls, even if the hand-off would be from one site to another
site owned by the same trunking company. Our iDEN® system does not permit hand-off. Therefore, we have built additional enhanced base transceiver stations in Panama to minimize
the number of calls dropped due to handed-off failures. We believe that additional enhanced base transceiver stations will prevent a higher percentage of dropped calls than would otherwise
occur due to the effect of this restriction on hand-off under Panamanian law.

In
addition, Panamanian telecommunications law requires that all concession holders permit and maintain nondiscriminatory interconnection of other concession holders to their networks. A
concession holder is required to use its best efforts to reach an interconnection agreement within 120 days from the date on which another concession holder sends a copy of an interconnection
request to the ENTE, with confirmation that the concession holder with which interconnection is sought also has received the request. After this 120-day period, any of the parties may
request the intervention of the ENTE in negotiations. The ENTE may intervene in the process if interconnection is not negotiated by the parties or is not provided on terms at least equal to those that
other concession holders have obtained in similar circumstances.

TRICOM
Panama requested interconnection from Cable & Wireless. With the intervention of the ENTE, the parties negotiated and agreed upon most of the terms of interconnection,
except for access charges and certain other economic aspects, which the parties were not able to agree upon. The ENTE

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resolved
the impasse by mandating the access charges and other economic aspects. Thereafter, Cable & Wireless refused to sign the interconnection agreement on the ground that it might be
prohibited from doing so by a precautionary measure obtained by BSC of Panama against TRICOM Panama in August 2001. The precautionary measure ordered TRICOM Panama to cease the installation of
its iDEN® system in Panama. The ENTE has imposed on Cable & Wireless sanctions of US$5,000 per day until it signs the interconnection agreement with TRICOM Panama. Cable &
Wireless appealed the ENTE's sanctions order before the Supreme Court, and the case is pending decision. In April 2003, the Supreme Court affirmed the precautionary order.

Bell
South, in a number of related actions and proceedings in Panamanian courts and the ENTE, has challenged our right to provide wireless services and has sought $20 million in
damages.

Panama
has no restrictions on repatriation or monetary transfers to and from Panama nor does it have any exchange controls. The unit of currency, the Balboa, is issued only in coins
which are identical in size and value with those of the United States. Panama's paper currency is the U.S. dollar. There are few limitations or restrictions on foreign investment, especially for
international business operations based in Panama. One of the few exceptions is that certain sales to consumers of retail goods are reserved for Panamanian nationals.

As
a telecommunications business, we will have to pay a monthly regulatory fee to ENTE of 1% of our previous month's gross income in addition to the 1% of gross revenue annual fee
required to be paid by telecommunications providers. We are also subject to certain taxes, including income, franchise, dividend and commercial license taxes.

Central America

In 2000, we were awarded, in a government auction, radio frequency rights in Guatemala to 172 channels of 25 MHz, providing us with nationwide coverage. We have
also acquired the spectrum to operate our iDEN® network in El Salvador through the purchase of radio frequency rights for an aggregate of 185 channels of 25 MHz, 175 of which we purchased
from a U.S. telecommunications company that previously owned the rights and 15 of which we acquired through a government auction. We acquired these rights as part of our strategy to establish in
Central America an interregional specialized wireless service network targeted at business customers using a single transmission technology in major business centers. However, we currently do not
intend to develop a network in either Guatemala, El Salvador or elsewhere in the region.

Regulation

General

The legal framework of the telecommunications sector in the Dominican Republic consists of General Telecommunications Law No. 153-98, enacted
on May 27, 1998, resolutions and regulations issued by Indotel and the concession agreements entered into by the Dominican government or the regulator with individual service providers.

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In addition to the industry-specific legal framework, the Constitution of the Dominican Republic affects the telecommunications sector. Among other individual and social rights, the
Dominican Constitution guarantees Dominican citizens the freedom of trade. The Constitution specifically provides that monopolies can be established only by law and only for the benefit of the
Dominican government. None of the existing concession agreements grants a monopoly in any sector of the telecommunications industry to any carrier, and the Dominican government has announced a policy
of encouraging growth through competition in the telecommunications industry.

In
1930, Codetel was granted a concession to operate telecommunications services in the Dominican Republic. Over the years, while other service providers entered the Dominican
telecommunications market, none was successful in becoming a full-service telephone company able to compete with Codetel because Codetel was not required to allow other service providers
to interconnect their services with its physical infrastructure. To provide services, a company would have to install its own wireline telecommunications network. The economics of this requirement
hindered competition. As a result, Codetel held a de facto monopoly for more than 60 years.

To
increase substantially the number of Dominican citizens with access to a telephone and to allow for the establishment and growth of other modern telecommunications services, the
Dominican government adopted a policy of liberalization of the telecommunications sector beginning in the late 1980s. In 1990, the Dominican government granted us a concession to provide a full range
of telecommunications services within, from and to the country. Additionally, advancements in wireless technologies made it more cost-effective for companies to penetrate the market even
without being able to interconnect to Codetel's network. However, interconnection remained important for full-service competition. In 1994, the Dominican government enacted a series of
interconnection resolutions requiring all service providers in the Dominican Republic to interconnect with all other service providers pursuant to contracts between them. The guidelines for those
contracts are set forth in those resolutions. In May 1994, we entered into an interconnection agreement with Codetel which became effective in November 1994. This agreement allowed us to
become the second full-service telecommunications provider in the Dominican Republic.

General Telecommunications Law No. 153-98 of 1998

Former Telecommunications Law No. 118 of February 1, 1966 was repealed by Law No. 153-98 of May 27, 1998. Law
No. 153-98 is the result of a joint government and industry project conducted with the assistance of the ITU, which studied the telecommunications sector in the Dominican Republic.
As part of this process, the ITU drafted a proposed telecommunications law and various regulations, including interconnection and tariff
regulations, in consultation with Dominican telecommunications carriers. The project was requested by the Technical Secretariat of the Dominican Presidency and the country's telecommunications
carriers and was funded by the carriers.

Law
No. 153-98 established a basic framework to regulate the installation, maintenance and operation of telecommunications networks and the provision of
telecommunications services and equipment. The law adopted the "Universal Service Principle," by seeking to ensure access to telecommunications services at affordable prices in low-income
rural and urban areas. The law creates a fund for the development of the telecommunications sector that is supported by a 2% contribution payable by customers and collected by telecommunications
providers from them based on billings to customers for telecommunications services.

In
addition, the law created an independent regulator with strong regulatory powers, the Dominican Institute of Telecommunications (Instituto Dominicano de las Telecomunicaciones, or
Inodotel), and established the regulator's responsibilities, authorities and procedures. The regulator is headed by a five-member council, the members of which serve a
four-year term, and includes a representative from the telecommunications industry. Among other responsibilities, Indotel is charged

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with
implementing telecommunications development projects to satisfy the requirements of the Universal Service Principle. Law No. 153-98 grants Indotel control over all frequency
bands and channels of radio transmission and communications within the country and over its jurisdictional waters.

Law
No. 153-98 seeks to encourage competition by, among other things, mandatorily imposing the obligation to interconnect with existing participants and prohibiting
and punishing different types of monopolistic behavior. The law requires that interconnection charges be cost based and eliminates cross subsidies. Pursuant to the law, a rate rebalancing process was
completed on December 31, 2000 which eliminated cross subsidies and allows for rates for services to reflect actual costs. Currently, market participants are free to establish the rates for the
services that they offer.

Recent Regulatory Initiatives

Proposed Telecommunications Regulations

In 2001 and 2002, Indotel initiated several public inquiry processes, which are similar to a U.S. Federal Communications Commission notice for proposed rule
making, in connection with several proposed regulations. In November 2001, Indotel published for public comment the "National Routing Plan", which, among other things, intends to divide the
country into five regions, within each of which telephone calls would be deemed local. In November 2002, Indotel published for public comment the "National Routing Plan", which, among other
things, would divide the country into five regions, within each of which telephone calls would be deemed local.

In
January 2002, Indotel commenced a public inquiry process for several other regulation projects including a non-rounding up regulation which seeks to establish the
second as the traffic measurement and pricing unit within the telephone network. This would preclude telephone companies from rounding up to the next minute fractions of traffic (though a call lasting
less than a minute can be rounded up to one minute). Another proposed regulation is aimed at providing subscribers the right to choose whether or not to use the voice mail services of the called
party. The adoption and implementation of all or any one of these proposed regulations could have a financial impact on our business and results of operations.

Cable Regulation

Indotel issued cable broadcasting regulations on August 19, 2002. Though the draft originally proposed included a "must carry rule" (which would have
required cable systems to carry television broadcasters' signals on a virtually free basis), the final version approved did not include this proposed rule. With the issuance of these regulations,
several claims brought against Telecable by UHF channels, who also sought the imposition of the must carry rule by resolution of Indotel, were "closed and decided." The cable broadcasting regulations,
however, prohibit cable systems from discriminating among UHF channels or among VHF channels.

International Termination Rates

On June 22, 2002, Indotel issued a resolution which set a minimum rate for incoming traffic termination of not less than $.08 per minute. The current
market rate is less than $.05 per minute. The resolution also raises international long distance access charges from RD$0.68 to RD$0.85 per minute. Indotel postponed the effectiveness of the
resolution because of opposition by international carriers and the United States government. It currently is expected that Indotel will implement a minimum rate for incoming traffic from the United
States exceeding $.08 per minute.

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Interconnection Regulations

On June 22, 2002, Indotel issued interconnection regulations including rules on co-location, network unbundling, open network architecture and
equal access. The regulations require that interconnection agreements be modified to conform to the regulations and established a deadline extended by Indotel on several occasions (the last deadline
was December 2, 2002) for filing with Indotel revised, conforming contracts. Indotel will resolve any disputes between carriers concerning interconnection terms. We were not able to reach
agreement with Codetel, Orange or Centennial on new interconnection agreements by the deadline and submitted the dispute to Indotel. On April 11, 2003, a new interconnection agreement for the
Dominican market was entered into by all current local carriers (Codetel, Centennial, Orange and Tricom). The agreement provides for a full interconnection among the networks for all
telecommunications traffic. The new agreement provides for the following access charges per minute of traffic: local traffic, $0.02; national transportation traffic, $0.01; national traffic, $0.03;
international transportation traffic, $0.015; incoming international traffic, $0.035 for calls terminating for calls into a fixed network and $0.09 terminating for calls into a mobile network; mobile
or cellular traffic, $0.075. These charges are expressed in Dominican pesos based on the dollar exchange rate, and will be adjusted every six months. The interconnection agreement, however, remains
subject to Indotel's review.

Notwithstanding
the execution of this new agreement and the settling of the dispute initiated by Tricom, the parties agreed to leave for Indotel to decide several aspects of the dispute,
including Tricom's claim to recoup from Codetel 50% of the costs of preexisting two-way 732 facilities built at Tricom's sole expense. If Tricom succeeds in its claim, Tricom could recover
from Codetel up to US$7.5 million of the cost of constructing the facility.

Pending Regulations on Tariffs and Costs

Further regulations on tariffs and costs, which would complement the interconnection regulations, are being prepared by Indotel. Consultants from the U.S. firm,
Strategic Policy Research, are advising Indotel on this matter.

Our Concession Agreement

In accordance with former Law No. 118, we entered into a concession agreement with the Dominican government in 1990 under which we were issued a
non-exclusive license to establish, maintain and operate a system of telecommunications services throughout the Dominican Republic, as well as between the Dominican Republic and
international points. The services which we were permitted to provide under the 1990 concession agreement included telegraphy, radio communications, paging, cellular and local, domestic and
international telephone services.

In
February 1996, we entered into a new concession agreement with the Dominican government which superseded the 1990 concession agreement. Under the 1996 concession agreement, we
were granted the same non-exclusive license as provided in the 1990 concession agreement to establish, maintain and operate a telecommunications system throughout the Dominican Republic
until June 30, 2010. Under our original provisions, the concession agreement and the license granted under it are renewable automatically for 20-year periods unless, at least three
years prior to the end of the then existing term, either we or the Dominican government advise each other of our intention not to renew. Law No. 153-98 establishes that the renewal
must be requested during the one year immediately prior to the expiration of the concession, and that the reasons for non-renewal shall be only those set forth in the law.

Law
No. 153-98 established that within one year after its effectiveness each concession must be adjusted to the provisions of the new law. This process, however, is
still pending. Indotel issued Resolution No. 005-99 in December 1999 for such purposes requesting information from each of the

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telecommunications
companies with valid concession agreements. We have complied with these requirements. Indotel also empowered the President to execute amendments to our and other concession
agreements to reflect our paying taxes on the same basis as all Dominican corporate taxpayers and amending provisions of our concession agreements providing for the payment of tax in lieu of income
taxes.

Codetel's Concession Agreement

Codetel's concession from the Dominican government, originally granted in 1930, was modified on January 23, 1995 and more recently by the Presidential
decree that eliminated provisions for payment in lieu of income taxes. The terms and conditions of Codetel's concession are substantially identical to those of our 1996 concession agreement. The
license provides it with the right to construct, maintain and operate a telecommunications system throughout the Dominican Republic and between the Dominican Republic and other countries. Codetel's
concession agreement is valid until April 30, 2010; our concession agreement is valid until June 30, 2010.

U.S. Telecommunications Regulation

The following summary of the Unites States federal regulatory developments does not purport to describe all present and proposed regulations and legislation
affecting the telecommunications industry. Other existing federal and state regulations are currently the subject of judicial proceedings, legislative hearings and administrative proposals which could
change, in varying degrees, the regulations of telecommunications companies in the United States.

On
September 11, 1995, the Federal Communications Commission, FCC issued an order approving the application of Domtel Communications, Inc., which later changed its name to
TRICOM USA, Inc., to provide, on a facilities-based basis, voice, data and private line services between the United States and various international points, including the Dominican Republic.
The FCC also approved Domtel Communications as a non-dominant provider on all routes, including to the Dominican Republic. We began initiating U.S. traffic pursuant to this authorization
in 1997. Domtel Communications was also granted global resale authority by the FCC in 1996.

Since
the effectiveness of the interconnection agreement with Codetel, we have entered into operating agreements with U.S. correspondents. TRICOM USA also has the ability as a U.S.
carrier to develop its own business plan for markets other than the Dominican Republic, and has been approved by the FCC to communicate from the United States with 186 countries via satellite and with
28 countries via fiber optic submarine cables.

As
a carrier holding an international authorization from the FCC, TRICOM USA is subject to various statutory and regulatory telecommunications mandates, including the duty to offer
services at just and reasonable rates, the payment of certain fees, such as universal service contribution and regulatory fees, and the requirement to obtain prior approval for most transfers of
control and assignments of authorizations, except those considered non-substantial, or "pro forma" under FCC rules. The FCC may address regulatory non-compliance with a variety
of enforcement
mechanisms, including monetary forfeitures, refund orders, injunctive relief, license conditions, and/or license revocation.

The
FCC recently required mandatory detariffing for all non-dominant international carriers, with limited exceptions for dial-around, local exchange carrier
implemented services, inbound collect calling, and on-demand Mobile Satellite Systems. TRICOM USA is a non-dominant carrier, and therefore, was required to detariff its
international services. The FCC now requires carriers to maintain their rates, terms and conditions for public inspection, including posting these matters on a carrier's web site. Although TRICOM USA
no longer must maintain tariffs at the FCC, it is still subject to other regulatory requirements established by the FCC for international carriers, as noted above.

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We
believe we are in compliance, in all material respects, with all laws and regulations necessary to conduct our business in the countries in which we operate, including in the United
States. As we expand our operations into other countries, we may become subject to varying degrees of regulation in those jurisdictions where we provide service. Laws and regulations regarding
telecommunications differ significantly from country to country. Future regulatory, judicial, or legislative activities in one or more of the countries in which we operate could have a material
adverse effect on our financial condition, results of operations or cash flow.

Through
several policy initiatives in the last several years, the FCC has encouraged greater competition in foreign markets. A particular focus of the FCC has been "accounting rates" or
"settlement rates," which are the amount of payment negotiated between carriers for the termination of international telephone calls. There are three elements of the FCC's international settlements
policy that serve as conditions on U.S. carriers entering into agreements with foreign carriers: (1) all U.S. carriers must be offered the same effective accounting rate and same effective date
for the rate; (2) U.S. carriers are entitled to a proportionate share of U.S.-inbound, or return, traffic based upon their proportion of U.S.-outbound traffic; and (3) the accounting
rate is divided evenly 50-50 between U.S. and foreign carriers for U.S. inbound and outbound traffic. The FCC has exempted certain foreign routes from the international settlements policy
where U.S. carriers are able to terminate at least 50 percent of U.S.-billed traffic at rates that are at least 25 percent below the benchmark settlement adopted for the foreign country.
The Dominican Republic route has not been exempted from the international settlements policy.

In
1999, the FCC adopted an order approving sweeping reform of the international settlements policy. The Order eliminated the international settlements policy and contract filing
requirements for arrangements with foreign carriers that lack market power. TRICOM USA's arrangements with Codetel, however, must be filed with the FCC, as the FCC has determined that Codetel
possesses market power in the Dominican Republic.

The
FCC has established settlement rate benchmarks based on foreign carriers' publicly available tariffed rates and data published by the International Telecommunications Union. TRICOM
USA's settlement benchmark rate for the Dominican Republic is within the FCC's prescribed limits.

International
Simple Resale involves the provision of switched services over resold or facilities-based private lines that connect to the public switched network at either
end-point. Instead of U.S. carriers paying for the use of half of a shared circuit to a foreign point through traditional settlement payments, U.S. carriers under International Simple
Resale arrangements may connect or lease a complete or whole circuit end-to-end to the corresponding foreign carrier's network and pay a negotiated rate for termination of
services on the foreign network. Moreover, International Simple Resale arrangements are not subject to the restrictions of the international settlements policy (although the international settlements
policy may still apply to the particular route); therefore, U.S. carriers may negotiate individual, asymmetric, non-proportionate agreements. The FCC has determined that the Dominican
Republic is eligible for International Simple Resale (although not currently exempt from the international settlements policy).

The
FCC recently launched a proceeding to examine possible additional reform of the international settlements policies and the international simple resale and benchmarks policies. While
the proceeding appears to be aimed at streamlining these polices, we cannot be certain what types of modifications to these policies the FCC may order, or the effect of any such changes upon us. In
addition, the FCC is also reviewing in this proceeding whether foreign mobile termination charges (charges incurred when U.S. consumers place calls to wireless telephones in other countries) are
harming U.S. consumers and competition. The FCC may take action to address these charges. We cannot predict what types of regulations or requirements the FCC may adopt regarding wireless termination
charges, or the effect of any such regulations or requirements on us.

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State Regulation

Most states regulate entry into their telecommunications markets, and states' regulation of telecommunications companies vary in their regulatory intensity. The
majority of states mandate that companies seeking to provide telecommunications services in their state apply for, and obtain the requisite authorization from a public utility commission or similar
agency. This authorization process generally requires the carrier to demonstrate that it has sufficient financial, technical, and managerial capabilities and that granting the authorization will serve
the public interest.

As
an authorized telecommunications carrier in various states, we are (and will be) subject to the regulatory directives of each state in which we are (and will be) certified. Some
states have particular requirements relating to the offering of pre-paid services, including disclosures that must be included on the pre-paid calling cards. As we offer
pre-paid services, these requirements may apply to our pre-paid calling cards. Most states require carriers to file and maintain state tariffs setting forth their rates, terms
and conditions. In addition to tariff filing requirements, most states require that carriers charge just and reasonable rates and not discriminate among similarly situated customers. Some states also
require the filing of periodic reports, the payment of various regulatory fees and surcharges, and compliance with service standards and consumer protection rules. States also often require prior
approvals or notifications for certain transfers of assets, customers, or ownership of a certified carrier. States generally retain the right to sanction a carrier or to revoke certifications if a
carrier materially violates relevant laws and/or regulations.

We
are certified to provide telecommunications services by the public utility commissions of California, District of Columbia, Florida, Georgia, Illinois, Indiana, Massachusetts, New
York, Pennsylvania, Rhode Island and Saint Thomas in the U.S. Virgin Islands, and are currently in the process of obtaining certification in Ohio and Maryland. We also are permitted by New Jersey to
provide such services. We cannot be certain that the pending applications will be granted in a timely manner, or if at all, and we cannot predict what types of conditions may be imposed upon us in any
new authorizations. In addition, it is possible that state regulators could claim that prepaid calling cards and associated services are being provided by us prior to obtaining the necessary
authorizations. In such circumstances, we could be subject to enforcement activities including the possible payment of fines and denial of our application to provide these services.

Property, Plant And Equipment

Our principal properties consist of our fiber optic network, satellite earth stations, nodes and real estate. At December 31, 2002, the net book value of
our real estate and equipment was approximately $668.1 million. Our real estate holdings are strategically located throughout the Dominican Republic, providing the infrastructure for the
telecommunications network and sales facilities. Most of our properties are related directly to our telecommunications operations and are used for network equipment of various types, such as telephone
exchanges, transmission stations, wireless point-to-point radio equipment and digital switching nodes. Our current headquarters are located in downtown Santo Domingo in a
building that we own.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Our consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and
satisfaction of liabilities in the ordinary course of business. However, because of recurring operating losses, a continuing working capital deficit and the devaluation of the Dominican peso, the
realization of assets and satisfaction of liabilities are subject to uncertainty. We have financed our capital expenditure and working capital requirements, to the extent we did not generate
sufficient cash flow from operations, with borrowings, principally in Dominican markets. A substantial portion of our borrowings continue to be short term borrowings. In

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light
of our recent financial results and adverse developments in the Dominican economy, we may not be able to generate the cash required to operate as a going concern or to obtain the financing
necessary to continue funding our business.

Presentation of Certain Financial Information

We prepare our consolidated financial statements in conformity with generally accepted accounting principles in the United States. We adopted the United States
dollar as our functional currency effective January 1, 1997 and maintain our books and records in dollars.

In
this Annual Report references to "$," "US$" or "U.S. dollars" are to United States dollars, and references to "Dominican pesos" or "RD$" are to Dominican pesos. This Annual Report
contains translations of certain Dominican peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. The rates we used to translate Dominican
peso-denominated accounts at the period-end were RD$16.69 at December 31, 2000, RD$17.05 at December 31, 2001 and RD$22.50 at December 31, 2002. These
translations should not be construed as representations that the Dominican peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. The
average of prices of one U.S. dollar quoted by certain private commercial banks, or the private market rate, as reported by Banco Central de la República Dominicana, or the Central
Bank, on December 31, 2002 was RD$20.79 = US$1.00, the date of the most recent financial information included in this Annual Report. The Federal Reserve Bank of New York does not report
a noon buying rate for Dominican pesos. On May 12, 2003, the private market rate was RD$26.05= US$1.00. To the extent information relates to the Dominican Republic government or the Dominican
Republic macroeconomic data, the information in this Annual Report has been extracted from publications issued by each of Indotel atwww.indotel.org.doand the Central Bank atwww.bancentral.gov.do.

Revenue Overview

We derive our operating revenues primarily from toll revenues, international revenues, local services, cellular and PCS services, data and Internet services,
paging services, the sale of equipment, installations and cable television services. The components of each of these services are as follows:



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The following table sets forth the percentage contribution of each category of revenues to total operating revenues for the period indicated:

Year Ended December 31,2000

2001

2002Toll

12.8
%
11.9
%
10.1
%International revenues

37.5

33.6

34.0Local service

22.9

26.0

25.5Cellular and PCS

16.0

15.3

14.6Data and Internet

1.5

3.4

4.3Paging

0.8

0.4

0.2Sale and lease of equipment

2.3

1.1

0.7Installation and activation fees

6.1

5.9

2.1Cable revenues



1.9

8.3Other

0.1

0.4

0.3100.0
%
100.0
%
100.0
%


---

Note:
Percentages may not add up to 100% due to rounding.

The
following table sets forth certain items in the statements of operations and EBITDA expressed as a percentage of total operating revenues for the period indicated:

Year Ended December 31,2000

2001

2002Operating costs

81.7
%
94.1
%
106.6
%Operating income

18.3

5.9

(6.9
)Interest expense, net

13.7

16.3

(24.2
)Other income (expenses), net

(13.9
)
(15.9
)
(23.5
)Earnings (loss) before income taxes and minority interest

4.4

(10.0
)
(30.0
)Net earnings (loss)

(3.2
)
(9.5
)
(29.7
)


2002 Compared to 2001

Operating Revenues.Our total operating revenues increased 5.9% to $258.0 million during 2002
from $243.8 million in 2001. Excluding revenues from cable television services, which we acquired in October 26, 2001, our total revenues were $236.6 million in 2002, a decrease
of $2.4 million from total revenues in 2001 (excluding cable revenues following the acquisition of our cable operation). Our total operating revenues increased notwithstanding a decline in the
value of the Dominican peso compared to the U.S. dollar, which affects the translation into U.S. dollars of our revenues generated in Dominican pesos. The value of the Dominican peso compared to the
U.S. dollar declined by approximately 26% in 2002 compared to approximately 2% in 2001. Cable television, data and Internet, local, and international long distance services were the primary
contributors to overall revenue growth during 2002.

The
following is a discussion of our operating revenues for each of our five reportable segments: Wireline, Wireless, International, Cable and Others. The Other segment includes paging,
Internet, data services, Dominican prepaid calling cards and customer contact services. See note 25 of notes to consolidated financial statements.

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Wireline.Wireline revenues decreased 12.9% to $85.9 million during 2002 from $98.6 million in 2001, primarily
as a result of lower installation and activation revenues as well as lower revenues from outbound international long distance traffic.

Wireless.Wireless revenues increased 1.4% to $44.7 million during 2002 from $44.0 million in 2001, primarily
due to an increase in the number of our wireless subscribers.

International.International revenues increased 7.1% to $87.8 million during 2002 from $82.0 million in 2001,
primarily due to higher inbound traffic derived from our U.S.-based international long distance operations.

Cable.Cable revenues totaled $21.5 million in 2002 compared to $4.7 million in 2001. We acquired our cable
subsidiary in October 2001 and, therefore, revenues for 2001 do not represent full year results.

Other.Other revenues increased 26.7% to $18.1 million during 2002 from $14.3 million in 2001, primarily due to
increased revenue from our data and Internet services offset by a decrease in revenues from sale of equipment and paging.

The
following is a discussion of our revenues for each of the revenue line items in our financial statements.

Toll.Toll revenues decreased 10.5% to $26.0 million during 2002 from $29.0 million in
2001. The decrease in toll revenues resulted from decreases in revenues derived from outbound international long distance minutes offset, in part, by increases in domestic long distance and
interconnection charges revenues. The decline in the value of the Dominican peso compared to the U.S. dollar, which affected the translation of toll revenues generated in Dominican pesos contributed
to the decrease in toll revenues.

Revenues
from outbound international calls decreased by 25.7% to $10.8 million during 2002 from $14.5 million during 2001, primarily as a result of a decrease in the price
per minute for outbound international calls for residential and commercial customers and a decrease in outbound long distance traffic volume. The average price per minute for residential and
commercial customers' outbound international calls declined to $0.36 during 2002 from $0.54 during 2001. Outbound international minutes remained stable at 33.2 million in 2002 from
33.1 million in 2001.

Domestic
long distance revenues decreased 1.0% to $5.3 million during 2002 from $5.4 million during 2001. Domestic long distance minutes increased by 9.4% to
55.6 million minutes during 2002 from 50.8 million minutes during 2001. The increase in domestic long distance minutes resulted from higher traffic volume from our retail call centers.
Pending regulatory proposals that would divide the Dominican Republic into five zones and provide that intra-zone calls are local could have the effect of decreasing rates for some calls,
if the regulations are adopted.

Revenues
from interconnection charges increased 12.1% to $9.1 million during 2002 from $8.1 million in 2001, reflecting a higher average local access subscriber base
throughout the year and increased inbound international and domestic long distance traffic terminating in our network. During 2002 we disconnected a substantial number of lines in service, which could
result in us receiving less revenues from interconnection charges in 2003.

Indotel
recently required that all carriers in the Dominican Republic enter into a form of interconnection agreement that it specified. Several carriers are resisting entering into the
agreement. Among the effects of the new interconnection agreement and related regulations would be to allow for increased charges that we can charge to subscribers, in particular, wireless
subscribers. The interconnection agreement would also increase access charges that we pay other carriers to terminate

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calls
in their network. Since Codotel has a larger network than we, and more subscribers, this could have the effect of increasing our operating costs.

International.Our international revenues increased 7.1% to $87.8 million during 2002 from
$82.0 million in 2001. The increase resulted primarily from higher inbound traffic derived from our U.S.-based international long distance operations, offset in part by lower international long
distance prepaid card traffic volume. The international revenue increase was achieved despite lower settlement rates for traffic between the United States and the Dominican Republic. Our average
settlement rate was $.043 per minute during 2002 compared to $.053 per minute during 2001. Inbound minutes increased by 39.6% to 1,023 million minutes during 2002 from 732.7 million
minutes in 2001.

Total
minutes from our U.S.-based international long distance prepaid cards decreased by 10.0% to 184.6 million minutes in 2002 from 205.2 million during 2001. Revenues
from our U.S. based international long distance prepaid calling decreased by 18.4% to $25.8 million in 2002 from $31.6 million in 2001. Lower prepaid card sales primarily resulted from
competitive pressures.

Local Service.Local service revenues increased 3.7% to $65.7 million during 2002 from
$63.4 million in 2001, primarily as the result of a higher average local access subscriber base throughout the year. Local service revenue growth during 2002 was curtailed by the decline in the
value of the Dominican peso compared to the U.S. dollar, which affected the translation of local service revenues generated in Dominican pesos.

Revenues
from monthly fees decreased 3.5% to $38.9 million in 2002 from $40.3 million in 2001. Revenues derived from cellular calls under the calling-party-pays
system increased by 24.5% to $8.1 million in 2002 from $6.5 million in 2001. Measured local service revenues increased by 3.0% to $13.6 million in 2002 from $13.2 million
in 2001. Our average monthly churn rate for local service subscribers increased to 3.3% in 2002 compared to 1.9% in 2001. We calculate our average
monthly churn rate by dividing the number of subscribers disconnected during a given period by the sum of subscribers at the beginning of each month during such period.

During
2002, we disconnected many lower usage subscribers to improve the profile of our local service customer base, resulting in a reduction in the number of lines in service at
December 31, 2002 from the number at December 31, 2001. At December 31, 2002, we had 150,456 lines in service compared to 177,352 lines in service at December 31, 2001, a
15.2% decrease.

By
disconnecting low usage customers, we believe we can better use our network to provide services to and concentrate our sales efforts on, higher usage residential and corporate
customers. In addition to increasing the average revenue per user, we believe we can increase service offerings to higher usage customers and ultimately increase our revenues and profitability.

Cellular and PCS.Cellular and PCS revenues increased 1.0% to $37.1 million during 2002 from
$37.3 million in 2001, primarily as the result of the decline in the value of the Dominican peso compared to the U.S. dollar, which affected the translation of cellular and PCS revenues
generated in Dominican pesos.

At
December 31, 2002, we had 432,058 cellular and PCS subscribers compared to 364,059 at December 31, 2001. As a result of a higher average subscriber base, total minutes
of usage increased 13.0% to 230.5 million minutes in 2002 from 204.0 million minutes in 2001.

At
December 31, 2002, approximately 5% of our subscriber base purchased cellular and PCS services pursuant to fixed-term contracts and 95% purchased their services in
advance, primarily through prepaid calling cards. Prepaid customers include both those who can receive and make outgoing calls and those who are only able to receive incoming calls. We believe that
our postpaid subscribers seek the convenience of uninterrupted mobile service and access to high quality customer service and are willing to pay monthly fees for additional value-added services. In
contrast to postpaid

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subscribers,
prepaid customers typically generate low levels of usage, access a limited number of value-added services, and often are unwilling to make a fixed financial commitment or do not have the
credit profile to purchase postpaid plan cellular and PCS services.

We
currently anticipate continuing our program of disconnecting a substantial number of our "incoming calls only" cellular and PCS subscribers, which could result in lower revenues
during 2003. Our average monthly churn rate for cellular and PCS services decreased to 4.3% in 2002 from 4.5% in 2001. We
anticipate that the cellular and PCS services churn rate to increase while we continue our policy of disconnecting lower usage "incoming calls only" prepaid subscribers.

Data and Internet.Data and Internet service increased 32.7% to $11.0 million in 2002 from
$8.3 million in 2001, primarily as the result of the continued growth in the number of data and Internet residential and corporate subscribers. The number of our data and Internet subscribers
increased 24.2% to 10,825 at December 31, 2002 from 8,713 at December 31, 2001. Revenues from monthly fees increased by 24.8% to $8.3 million in 2002 from $6.7 million in
2001.

Paging.Paging revenues decreased 42.6% to approximately $603,000 in 2002 from $1.1 million in
2001. At December 31, 2002, we had 8,752 paging subscribers compared to 12,090 paging subscribers at December 31, 2001. Our average monthly churn rate for paging services decreased to
2.8% during 2002 compared to 4.8% during 2001. The number of our subscribers has decreased since our decision in 1999 to stop marketing paging services and declining paging revenues reflect the
run-off of contracts existing at 1999.

Sale of equipment.Revenues from the sale of equipment decreased 35.6% to $1.7 million in 2002
from $2.7 million in 2001, primarily as a result of lower sales of customer premise equipment and cellular and PCS handsets. We have entered into arrangements for the distribution of cellular
and PCS services through major electronics retailers. These arrangements have decreased equipment sales revenues but we believe they have added subscribers and contributed to increased cellular and
PCS service revenues.

Installation and activation fees.Installation and activation decreased 62.8% to $5.3 million
in 2002 from $14.3 million in 2001. The decrease reflects lower installation fees charged for local access lines and mobile services. In addition, installation and activation revenues for the
2001 period include, fees deferred from previous periods in accordance with SEC Staff Accounting Bulletin 101. Most fees so deferred have been recognized before 2002 and such fees have decreased since
2001. See "Critical Accounting Policies".

Cable.In the fourth quarter of 2001, we acquired the shares of TCN Dominicana, S.A., a wholly-owned
subsidiary of Telecable Nacional, C. por A., that owns and operates the largest multi-channel system in the Dominican Republic's pay-TV market, including the concession granted by the
Dominican government to operate a cable system. Revenues from cable television services totaled $21.5 million in 2002, compared to $4.7 million in 2001.

At
December 31, 2002, we had 71,726 cable subscribers, including 62,543 basic and expanded basic programming subscribers, 7,715 commercial rooms, which include commercial
establishments (for example, hotels) or multiple dwelling units (for example, any apartment building or hospital), for which we receive a bulk rate for basic cable service offered by us, and 1,468
subscribers for cable modem, digital audio programming and other services. Programming services revenues totaled $15.1 million in 2002. Advertising revenues totaled $5.8 million in 2002.

Operating Costs.Major components of operating costs are:



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Our
operating costs increased 13.7% to $260.8 million in 2002 from $229.3 million in 2001. These results reflect higher network and non-network depreciation
expenses resulting from a higher depreciable capital base, non-cash asset impairment charges, as well as increased transport and access charges costs. The increase in operating costs and
expenses is also attributed to higher selling, general and administrative expenses and programming costs reflecting the integration of our cable television operations and the launch of operations in
Panama. As a percentage of revenues, operating costs increased to 101.2% in 2002 from 94.5% in 2001.

Transport and access charges.Transport and access charges costs increased by 13.0% to $77.2 million in 2002 from
$68.3 million in 2001, primarily as a result of increased interconnection costs and higher outbound carrier costs. Interconnection costs increased by 20.0% to $33.8 million during 2002
from $28.2 million during 2001, as the result of a higher volume of traffic terminating in other networks. Outbound carrier costs increased by 4.6% to $30.7 million in 2002 from
$29.3 million in 2001, reflecting higher volume of outbound international calls terminating in non-U.S. destinations.

Programming costs.Programming costs totaled $6.7 million in 2002 compared to $1.2 million in 2001, primarily
related to fees paid to providers for signals and programming content.

Impairment charges on long-lived assets, goodwill and other intangible assets.During the 2002 fourth quarter,
the Company performed its annual impairment review and recorded a $7.7 million non-cash impairment charge in relation to its analog wireless and paging networks in accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). The Company also recognized a $12.1 million non-cash
impairment charge in relation to goodwill and other intangible assets in TCN Dominicana, the Company's cable television wholly-owned subsidiary. Under SFAS No. 144, we are required to reduce
the carrying value of the assets to fair value and recognize assets impairment charges because the carrying value of the affected assets exceeded the projected future undiscounted cash flows.

Network depreciation and non-network depreciation expense.Network depreciation increased 19.6% to
$53.2 million during 2002 from $44.5 million during 2001 as a result of a higher depreciable asset base due to the continued investments in our local and international networks,
including telecommunications equipment and facilities. Non-network depreciation expense with respect to other fixed assets increased 30.6% to $13.0 million during 2002 from
$9.9 million during 2001.

Expense in lieu of income taxes.In the past, we made payments to the Dominican government in lieu of income tax equal to 10%
of gross domestic revenues, after deducting charges for access to the local network, plus 10% of net international revenues. Expense in lieu of income taxes also includes a tax of 2% on international
settlement revenues collected. Since September 1, 2002, in accordance with Presidential decree No. 405-02, we no longer paid taxes in lieu of income tax but pay the tax
imposed on all Dominican corporations, a tax equal to the greater of either 25% of net taxable income or 1.5%

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of
gross revenues. Expense in lieu of income taxes during 2002 decreased by 53.4% to $5.9 million from $12.6 million in 2001.

Selling, general and administrative.Selling, general and administrative expenses, excluding non-network
depreciation expense increased 8.8% to $96.6 million during 2002 from $88.8 million during 2001. The amount of selling, general and administrative expenses reflects a higher provision
for uncollectible accounts and increased marketing and advertising expenses, insurance expense, occupancy costs, and other related expenses. These increases were offset in part by lower salaries and
other personnel compensation costs and lower commissions paid to wholesale distributors of prepaid cards.

Expenses
for the provision of uncollectible accounts increased to $8.2 million in 2002 from $4.8 million in 2001, primarily as a result of a higher number of contract local
service, cellular and PCS and basic and expanded basic cable subscribers. Marketing expenses increased to $9.1 million during 2002 from $7.5 million during 2001. Insurance expense
increased to $5.3 million during 2002 from $4.0 million in 2001. Occupancy costs increased to $8.1 million in 2002 from $7.1 million in 2001.

Other
expenses, which include, among others legal expenses, maintenance and repair of vehicles and equipment and other professional services, increased to $20.1 million in 2002
from $18.4 million in 2001. Salaries and other compensation to personnel decreased to $28.7 million in 2002 from $31.2 million in 2001. At December 31, 2002, we had 1,519
employees compared to 1,829 employees at December 31, 2001. Commissions decreased to $21.6 million in 2002 from $22.9 million in 2001.

As
a percentage of total operating revenues, selling, general and administrative expenses, excluding non-network depreciation expense increased to 37.4% during 2002 compared
to 36.4% during 2001.

Cost of Equipment and Other Costs.Cost of equipment sold, which consists of the cost of sale of
customer premise equipment, including private branch exchanges and key telephone systems, as well as cellular and PCS handsets, decreased by 34.8% to $1.3 million during 2002 from
$2.1 million during 2001. Other costs, which consist of the cost of sale of prepaid services decreased to $1.2 million during 2002 from $1.7 million during 2001.

Operating Income (Loss).Operating loss totaled $16.9 million in 2002 compared to operating
income of $14.5 million in 2001.

The following is a discussion of our operating revenues for each of our five reportable segments: Wireline, Wireless, International, Cable and Others. The Other segment includes paging,
Internet, data services, Dominican prepaid calling cards and customer contact services. See note 25 of notes to consolidated financial statements.

Wireline.Wireline revenues decreased 12.9% to $85.9 million during 2002 from $98.6 million in 2001, primarily
as a result of lower installation and activation revenues as well as lower revenues from outbound international long distance traffic.

Wireless.Wireless revenues increased 1.6% to $44.7 million during 2002 from $44.0 million in 2001, primarily
due to an increase in the number of our wireless subscribers.

International.International revenues increased 7.2% to $88.8 million during 2002 from $82.8 million in 2001,
primarily due to higher inbound traffic derived from our U.S.-based international long distance operations.

Cable.Cable revenues totaled $21.1 million in 2002 compared to $4.7 million in 2001. We acquired our cable
business in October 2001 and, therefore, revenues for 2001 do not represent full year results.

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Other.Other revenues increased 27.7% to $17.5 million during 2002 from $13.7 million in 2001, primarily due to
increased revenue from our data and Internet services offset by a decrease in revenues from sale of equipment and paging.

The following is a discussion of our operating costs and operating income (loss) for each of our five reportable segments:

Wireline.Wireline operating costs increased 3.9% to $88.7 million during 2002 compared to operating costs of
$84.8 million during 2001, primarily as a result of increases in transport and access charges and selling, general and administrative expenses, offset in part by decreases to expenses in lieu
of income taxes and lower network depreciation expenses. Wireline operating loss totaled $2.8 million during 2002 compared to operating income of $13.8 million in 2001.

Wireless.Wireless operating costs increased 29.8% to $51.8 million during 2002 compared to operating costs of
$39.9 million during 2001 primarily as a result of increases in network depreciation expenses and selling, general and administrative expenses. Wireless operating loss totaled
$7.1 million during 2002 compared to operating income of $4.1 million in 2001.

International.International operating costs increased 16.0% to $82.8 million during 2002 compared to operating costs
of $71.4 million during 2001, primarily as a result of increased transport and access charges. International operating income totaled $6.0 million during 2002 compared to
$11.4 million in 2001.

Cable.Cable operating costs totaled $21.8 million during 2002 compared to operating costs of $3.8 million
during 2001. We acquired our cable business in October 2001 and, therefore, operating costs for 2001 do not represent full year results. Cable operating loss totaled $700,000 during 2002
compared to operating income of $900,000 in 2001.

Other.Other operating costs exhibited a moderate 0.5% increase to $29.9 million during 2002 compared to operating
costs of $29.4 million during 2001. We incurred an operating loss of $12.4 million from Other services during 2002 compared to operating loss of $15.7 million in 2001.

Other Income (Expenses).Other expenses increased to $60.5 million in 2002 from
$38.9 million in 2001, primarily as a result of increased interest expenses resulting from higher average aggregate amount of outstanding debt, incurred primarily to purchase network and
telecommunications equipment. Interest expense increased to $64.3 million in 2002 from $42.1 million in 2001.

Net Earnings (Loss).Net loss totaled $76.6 million, or $1.76 per share, in 2002 compared to a
net loss of $23.1 million, or $0.78 cents per share, in 2001.

Adjusted EBITDA and Cash Flows.Adjusted earnings before interest and other income, taxes and
depreciation and amortization decreased by 4.3% to $81.5 million in 2002 from $85.2 million in 2001. We calculate adjusted earnings before interest and other income and expenses, taxes,
and depreciation and amortization prior to the deduction of payments to the government in lieu of income taxes and impairment charges. See footnote 7 to Selected Financial Data.

Net
cash provided by operating activities declined to $13.6 million in 2002 compared to $34.0 million in 2001, reflecting operating loss and a higher net loss. Net cash
used in investing activities declined to $57.9 million in 2002 compared to $176.5 million in 2001, primarily as a result of a decrease in acquisition of property and equipment. Net cash
provided by financing activities was $38.6 million in 2002 compared to $136.8 in 2001. Financing activities during 2002 primarily include the proceeds from the issuance of common stock,
combined with lower borrowed funds.

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2001 Compared to 2000

Operating Revenues.Our total operating revenues increased 8.7% to $243.8 million in 2001 from
$224.3 million in 2000. This growth stemmed primarily from increases in revenues from local service, data and Internet, cable television and wireless services, offset, in part, by decreased
international revenues and decreased revenues from the sale and lease of equipment.

The
following is a discussion of our operating revenues for each of our five reportable segments: Wireless, Wireless, International, Cable and Others. Other includes paging, Internet,
data services, local prepaid calling cards and customer contact services.

Wireline.Wireline revenues increased 18.1% to $98.6 million during 2001 from $83.5 million in 2000, primarily
as a result of higher interconnection charges and a higher volume of domestic long distance traffic and continued growth in the number of local lines in service.

Wireless.Cellular revenues increased 3.5% to $44.0 million during 2001 from $42.5 million in 2000, primarily
due to an increase in the number of our wireless subscribers.

International.International revenues decreased 2.6% to $82.0 million during 2001 from $84.2 million in 2000,
primarily due to continued pricing pressures for traffic between the United States and the Dominican Republic.

Cable.Cable revenues totaled $4.7 million during 2001. We acquired our cable subsidiary in October 2001 and,
therefore, did not have any cable revenues during 2000.

Other.Other revenues increased 0.7% to $14.3 million during 2001 from $14.2 million in 2000, primarily due to
increased revenue from our data and Internet services offset by a decrease in revenues from sale of equipment and paging.

The
following is a discussion of our revenues for each of the revenue line items in our financial statements.

Toll.Toll revenues increased 1.2% to $29.0 million during 2001 from $28.7 million in
2000, primarily as a result of higher interconnection charges and a higher volume of domestic long distance traffic, offset, in part, by decreased revenues derived from outbound international traffic.

Revenues
from interconnection charges increased 13.3% to $8.1 million during 2001 from $7.2 million in 2000. The increase in interconnection charges reflected the growth in
our local access subscription base, as well as growth in the Dominican telephony markets.

Revenues
from outbound international calls decreased by 12% to $14.5 million during 2001 from $16.5 million in 2000, primarily as a result of a decrease in the price per
minute for outbound international calls for residential and commercial customers. The average price per minute for outbound international calls declined to $0.54 in 2001 from $0.89 in 2000. Outbound
international minutes increased by 1.9% to 33.1 million in 2001 from 32.5 million minutes during 2000, reflecting increased traffic volume from our cellular and PCS customers.

Domestic
long distance revenues increased 5.9% to $5.4 million during 2001 from $5.0 million in 2000. Domestic long distance minutes increased by 10.8% to
50.8 million minutes during 2001 from 45.9 million minutes during 2000. The increase in domestic long distance minutes resulted from higher traffic volume from our retail call centers.
The increase in domestic long distance minutes was offset in part by an approximate 16% decrease in 2001 in the average price per minute. Pending regulatory proposals that would divide the Dominican
Republic into five zones and provide that intrazone calls are local could have the effect of decreasing rates for some calls if the regulations are adopted.

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International.Our international revenues decreased 2.6% to $82.0 million in 2001 from
$84.2 million in 2000, primarily as the result of continued pricing pressures for traffic between the United States and the Dominican Republic. Our average settlement rate was $0.095 per minute
during 2000 and $0.053 per minute during 2001. The volume gains achieved in 2001 were not sufficient to offset pricing declines, particularly during the fourth quarter of 2001, in which international
revenues decreased 16% from international revenues in the fourth quarter of 2000.

Inbound
minutes increased by 30% to 732.7 million minutes in 2001 from 563.4 million in 2000. TRICOM USA accounted for approximately 86.0% of our total inbound minutes in
2001 compared to 71.1% in 2000. Total minutes from our U.S.-based international long distance prepaid cards increased by 48.1% to 205.2 million minutes in 2001 from 138.6 million during
2000. Revenues from our U.S. based international long distance prepaid calling cards increased by 27.6% to $31.6 million in 2001 from $24.8 million in 2000.

Local service.Local service revenues increased 23.6% to $63.4 million during 2001 from
$51.3 million in 2000, primarily as the result of the continued growth in the number of local lines in service. In 2001, we added 29,040 net local access lines compared to 29,386 net local
access lines added in 2000. At December 31, 2001, we had 177,352 local access lines in service compared to 148,312 local access lines in service at December 31, 2000 representing a 19.6%
increase.

As
a result of a higher number of lines in service, measured local service revenues increased by 23.1% to $13.2 million in 2001 from $10.8 million in 2000. Revenues from
monthly fees increased by 20.6% to $40.3 million in 2001 from $33.4 million in 2000. Revenues derived from cellular calls under the calling-party-pays system increased by
37.3% to $6.5 million in 2001 from $4.8 million in 2000. Our average monthly churn rate for local service was 1.9% in 2001 compared to 2.3% in 2000. We calculate our average monthly
churn rate by dividing the number of subscribers disconnected during a given period by the sum of subscribers at the beginning of each month during such period.

Cellular and PCS.Our cellular and PCS revenues grew 4.2% to $37.3 million in 2001 from
$35.8 million in 2000. The growth in our wireless operations was the result of a 27.7% increase in subscribers. At December 31, 2001, we had 364,059 cellular and PCS subscribers compared
to 284,991 at December 31, 2000. As a result of a higher average subscriber base, minutes of usage increased 22.6% to 204.2 million minutes in 2001 from 166.6 million minutes in
2000. The average price per minute of use declined to $0.20 in 2001 from $0.24 in 2000, reflecting increased price competition initiated by new entrants to the market in 2000.

We
attribute the substantial growth of our subscriber base to the continued success of our prepaid cellular program. Prepaid cellular and PCS services generated approximately 70% of our
total minutes of use and 71% of total cellular and PCS revenues in 2001. Prepaid revenues increased by 27.6% to $26.7 million in 2001 from $20.9 million in 2000. Revenues from post paid
subscribers declined by 16.8% in 2001 from 2000, reflecting a decline in the number of post paid subscribers. We initiated programs in 2002, which have resulted in increasing our postpaid subscriber
base. Our average monthly churn rate for cellular and PCS services increased to 4.6% in the 2001 from 3.3% in 2000 reflecting primarily our decision to disconnect lower usage prepaid subscribers
during 2001.

Data and Internet.Data and Internet service revenues increased 138.9% to $8.3 million in 2001
from $3.0 million in 2000, primarily as the result of the continued growth in the number of data and Internet subscribers. The number of our data and Internet subscribers grew to 8,713 at
December 31, 2001 compared to 6,080 at December 31, 2000. The increase in revenue also reflects an increase in our average basic monthly rent as well as revenues that we received from
our contract with the Dominican government to provide data and Internet services to Dominican public high schools.

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Paging.Paging revenues decreased 38.3% to $1.1 million in 2001 from $1.7 million in
2000, primarily as a result of our decision to focus on having new customers move away from paging services and into prepaid cellular services. At December 31, 2001, we had 12,090 paging
subscribers compared to 21,622 paging subscribers at December 31, 2000. Our average monthly churn rate for paging services increased to 4.3% in 2001 from 3.3% in 2000.

Sale of equipment.Revenues from the sale of equipment decreased 49% to $2.7 million in 2001
from $5.3 million in 2000, primarily as a result of lower sales of cellular and PCS handsets and private branch exchanges and key telephone systems. We have entered into arrangements for the
distribution of cellular and PCS services through major electronics retailers. These arrangements have decreased equipment sales revenues but we believe added subscribers and we believe contribute to
increased cellular and PCS service revenues.

Installation and activation.Installation and activation revenues increased 4.4% to
$14.3 million in 2001 from $13.7 million in 2000, primarily as a result of higher average activation fees for local access service, offset, in part, by lower revenues derived from lower
average activation fees charged for cellular and PCS services. In response to competition, recently we have not charged activation fees for new cellular and PCS customers.

Cable.In the fourth quarter of 2001, we acquired the shares of TCN Dominicana, S.A., a wholly-owned
subsidiary of Telecable Nacional, C. por A., that owns and operates the largest multi-channel system in the Dominican Republic's pay-TV market including the concession granted by the
Dominican government to operate a cable system. Revenues from cable television services totaled $4.7 million in 2001, primarily from basic and expanded basic programming services and
advertising sales. At December 31, 2001, we had 64,466 cable subscribers, including 56,896 basic subscribers, and 7,570 commercial rooms. Programming services revenues totaled
$3.9 million and advertising revenues totaled $768,000 in 2001.

Operating Costs.Our operating costs increased to $229.3 million in 2001 from
$183.3 million in 2000. These results reflect higher network and non-network depreciation expenses resulting from a higher depreciable capital base as a result of our capital
investment and domestic and international network expansion programs. It also reflects higher selling, general and administrative expense primarily from increased commissions due to the growth of our
retail prepaid card operations in the United States. As a percentage of revenues, operating costs increased to 94.1% in 2001 from 81.7% in 2000.

Satellite connections and carrier costs.Satellite connections and carrier costs decreased by 0.4% to $68.3 million in
2001 from $68.6 million in 2000, primarily as a result of lower outbound carrier costs. Outbound carrier costs decreased by 17.6% to $29.3 million in 2001 from $35.6 million in
2000, reflecting decreases in outbound revenues.

Programming costs.Programming costs totaled $1.2 million in 2001.

Network depreciation and non-network depreciation expense.Network depreciation increased 51.7% to
$44.5 million in 2001 from $29.3 million in 2000, as a result of a higher depreciable asset base due to the continued investments in our local and international networks, including
telecommunications equipment and facilities. Non-network depreciation expense with respect to other fixed assets grew 45.4% to $9.9 million in 2001 from $6.8 million in 2000.

Expense in lieu of income taxes.In 2000 and 2001 we made payments to the Dominican government in lieu of income tax equal to
10% of gross domestic revenues, after deducting charges for access to the local network, plus 10% of net international revenues. Expense in lieu of income taxes also included a tax of 2% on
international settlement revenues collected. Expense in lieu of income taxes during 2001 increased by 24.3% to $12.6 million from $10.2 million in 2000.

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Selling, general and administrative.Selling,general and administrative
expenses, excluding non-network depreciation expense, increased 39.1% to $88.8 million in 2001 from $63.9 million in 2000. The increase in the amount of selling, general and
administrative expenses reflected the greater amount of commissions paid to wholesale distributors of prepaid cards, as a result of a higher number of prepaid cards sold in the United States and the
expansion of our prepaid cellular subscriber base in the Dominican Republic, and other expenses, including legal, maintenance and repair of equipment. Commissions paid to wholesale distributors of
prepaid cards grew 40.4% to $16.3 million in 2001 from $11.6 million in 2000. Other expenses increased 29.5% to $18.3 million in 2001 from $14.1 million in 2000. At
December 31, 2001, we had 1,829 employees compared to 1,740 employees at December 31, 2000. Salaries and other compensation to personnel increased by 6.6% to $29.0 million in 2001
from $27.2 million in 2000. Marketing expenses increased by 4.1% to $4.5 million in 2001 from $4.3 million in 2000.

As
a percentage of total operating revenues, selling, general and administrative expenses, excluding non-network depreciation expense, increased to 36.4% in 2001 compared to
28.5% in 2000.

Cost of equipment sold and other costs.Cost of equipment sold, which consists of the cost of sale of customer premise
equipment, including private branch exchanges and key telephone systems, as well as cellular and PCS handsets, decreased by 28.9% to $2.1 million in 2001 from $2.9 million in 2000. Other
costs, which consist of the cost of sale of prepaid services, increased by 12.6% to $1.7 million in 2001 from $1.6 million in 2000.

Operating Income.Operating income decreased to $14.5 million in 2001 compared to
$41.0 million in 2000. Operating income as a percentage of total operating revenues decreased to 5.9% in 2001 from 18.3% in 2000.

The following is a discussion of our operating revenues for each of our five reportable segments: Wireline, Wireless, International, Cable and Others. Other includes paging, Internet,
data services, local prepaid calling cards and customer contact services.

Wireline.Wireline revenues increased 18.1% to $98.6 million during 2001 from $83.5 million in 2000, primarily
as a result of higher interconnection charges and a higher volume of domestic long distance traffic and continued growth in the number of local lines in service.

Wireless.Wireless revenues increased 3.5% to $44.0 million during 2001 from $42.5 million in 2000, primarily
due to an increase in the number of our wireless subscribers.

International.International revenues decreased 2.0% to $82.8 million during 2001 from $84.5 million in 2000,
primarily due to continued pricing pressures for traffic between the United States and the Dominican Republic.

Cable.Cable revenues totaled $4.7 million during 2001. We acquired our cable subsidiary in October 2001 and,
therefore, did not have any cable revenues during 2000.

Other.Other revenues decreased 0.7% to $13.7 million during 2001 from $13.8 million in 2000, primarily due to
a decrease in revenues from sale of equipment and paging, offset in part by increased revenues from our data and Internet services.

The following is a discussion of our operating costs and operating income (loss) for each of our five reportable segments:

Wireline.Wireline operating costs increased 53.6% to $84.8 million during 2001 compared to operating costs of
$55.2 million during 2000, primarily as a result of increased network depreciation expenses, expenses in lieu of income taxes and selling, general and administrative expenses. Wireline
operating income decreased 51.2% to $13.8 million during 2001 from $28.3 million in 2000.

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Wireless.Wireless operating costs increased 44.0% to $39.9 million during 2001 compared to operating costs of
$27.7 million during 2000, primarily as a result of increased network depreciation expenses, expenses in lieu of income taxes and selling, general and administrative expenses. Wireless
operating income decreased 72.3% to $4.1 million during 2001 from $14.8 million in 2000.

International.International operating costs decreased 10.0% to $71.4 million during 2001 compared to operating costs
of $79.3 million during 2000, primarily due to decreases in selling, general and administrative expenses. International operating income increased 119.2% to $11.4 million during 2001
from $5.2 million in 2000.

Cable.Cable operating costs totaled $3.8 million during 2001. Cable operating income was $900,000 in 2001. We
acquired our cable subsidiary in October 2001 and, therefore, did not have any cable operating expenses or income during 2000.

Other.Other operating costs increased 39.3% to $29.4 million during 2001 compared to operating costs of $21.1 during
2000, primarily due to increased in data and Internet services. We incurred an operating loss of $15.7 million from other services during 2001 compared to operating income of
$7.3 million in 2000.

Other Income (Expenses).Other expenses increased to $38.9 million in 2001 from
$31.2 million in 2000, reflecting increased interest expenses resulting from higher average aggregate amount of outstanding debt and despite a decrease in the average interest paid in 2001. We
incurred debt primarily to purchase network and telecommunications equipment.

Net Earnings (Loss).Net loss totaled $23.1 million, or $0.78 per share, in 2001 compared to a
net loss of $7.2 million, or $0.26 per share, in 2000. The net loss in 2000 included the effect of the $16.5 million cumulative effect of the accounting change from the adoption of SAB
101.

Adjusted EBITDA and Cash Flows.Adjusted earnings before interest and other income, taxes and
depreciation and amortization decreased by 2.3% to $85.2 million in 2001 from $87.2 million in 2000. We





calculate adjusted earnings before interest and other income and expenses, taxes and depreciation and amortization prior to the deduction of payments to the government in lieu of income taxes. See
footnote 7 to Selected Financial Data.

Net
cash provided by operating activities was $34.0 million in 2001 compared to $42.3 million in 2000, reflecting lower operating income resulting from a higher cost
structure and increased net loss. Net cash used in investing activities was $176.4 million in 2001 compared to $149.4 million in 2000. Cash used in investing activities was primarily
utilized for acquisition of property and equipment as well as business acquisitions. Net cash provided by financing activities was $136.8 million in 2001 compared to $111.8 in 2000. Financing
activities during 2001 primarily include the proceeds from the issuance of common stock, combined with the issuance of long-term debt and commercial paper.



In April, 2001, we purchased a 51% interest in a Panamanian company, Cellular Communications of Panama, S.A., now TRICOM Panama, S.A., for approximately
$8.1 million. TRICOM Panama had approximately 888 analog wireless users at December 31, 2002 and owns the frequency rights for 107 channels of 25 MHz each. These frequencies will give us
access to nationwide coverage, covering a population of approximately 2.8 million people. We have constructed an iDEN® network, at a cost as of December 31, 2002 of
approximately $47.9 million, in Panama City and Colon, the two largest cities in Panama, and in important transportation corridors in other parts of the country. We offer digital wireless
integrated services, including two-way radio, paging and interconnect services. At December 31, 2002, we had invested approximately $47.9 million in our Panama operations.

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On
October 26, 2001, we acquired the shares of TCN Dominicana, S.A., a wholly-owned subsidiary of Telecable Nacional, C. por A., that owns and operates the largest multi-channel
system in the Dominican Republic's pay-TV market including the concession granted by the Dominican government to operate a cable system. The transaction was valued at approximately $1,130
per subscriber equivalent or approximately $64.0 million, payable $41.8 million in cash and with 3,375,000 shares of our Class A common stock. TCN Dominicana is the leader of the
Dominican cable television market with a 43% market share, serving 71,726 cable subscribers and close to 170,000 homes passed as of December 31, 2002. We intend to expand our subscriber base by
increasing our penetration rate over existing homes passed and by expanding the reach of our existing cable network, as well as by marketing our various Internet access services and introducing new
multimedia products and services.



During the year ended December 31, 2000, we adopted the U.S. Securities and Exchange Commission's Staff Accounting Bulletin No. 101 concerning the
recognition of revenue. This pronouncement provides that we recognize net revenues from installations and activations over the period in which we retain our clients. At the time we adopted SAB 101, we
charged activation and installation fees to subscribers for cellular and PCS services and for local access lines. In preparing our financial statements for the year ended December 31, 2000, we
estimated that the average service life for our customers that we charged activation and installation fees was 35 months. We based our estimate of average service life on our experience during
the preceding five years, which included periods in which we were initiating and developing these service offerings. We recognized revenue associated with the accounting change from the adoption of
SAB 101 of $8.9 million in 2000 and $7.5 million in 2001.

Effective
October 1, 2001, we updated our estimate of the average service life for our customers from 35 to 24 months. We based our revision on our experience during the
preceding three years, which we regarded as more representative of current market conditions. The number of wireless subscribers and subscribers for local access lines increased substantially during
that period. We also face increased competition, particularly in the wireless markets in which there have been new market entrants since 2000, which have captured significant market share. As a result
of these and other factors, our average monthly disconnection or churn rate increased during 2001. We expect these factors to continue to affect our ability to retain customers.

Based
upon recent market trends to reduce activation fees for wireless and local service, we anticipate that our activation fees and deferred revenue may decrease in the future. In
addition, in October 2001, we acquired TCN Dominicana, the largest operator of cable television systems in the Dominican Republic, which we operate under the name Telecable. Telecable did not
consistently charge fees for the installation and activation of cable service before we acquired it. We currently charge a deposit for our analog and digital set-top boxes, though we do
not charge an installation fee. Based on our experience with Telecable during 2002, we estimate the average service life for our cable customers to be 24 months. We recognized revenues from
cable activation fees for 2002 in the aggregate of approximately $314,000.



The Company's long-lived assets include property and equipment, in service, under construction or development and held for disposal, as well as
goodwill and identifiable intangible assets to be held and used.

Property
and equipment in service is stated at historical costs. Costs associated directly with network construction, service installations and development of business support systems
and interest

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expense
incurred during the construction period are capitalized. Depreciation is calculated on a straight-line basis over the estimated useful lives of assets. The estimated useful life of
telecommunications networks is 15 years and 3 to 10 years for furniture fixtures, equipment and other. These useful lives are determined based on historical usage with consideration
given to technological changes, trends in the industry and other economic factors that could impact the network architecture and asset utilization. Assets held for disposal or sale is stated at the
estimated proceeds from the sale, less costs to sell.

The
Company provides for the impairment of long-lived assets, including goodwill, pursuant to SFAS No. 121, "Accounting for the Impairment of Long-lived
Assets and for Long-Lived Assets to be Disposed of", which requires that long-lived assets and certain identifiable intangible assets held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the carrying value of an assets may not be recoverable. Such events include, but are not limited to, a significant decrease in
market value of an asset, a significant adverse change in the business climate that could affect the value of an asset or a current period operating or cash flow loss combined with a history of
operating or cash flow losses. An impairment loss is recognized when estimated undiscounted future cash flows, before interest, expected to be generated by the assets are less than its carrying value.

During
the fourth quarter of 2002, we recognized a $5.9 million asset-impairment charge associated with our analog wireless and paging networks in accordance with SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Under SAFS No. 144, we were required to reduce the carrying value of these assets to fair value and
recognize asset impairment charges because the carrying value of the affected assets exceeded the projected future undiscounted cash flows of these assets. We recognized asset impairment charges of
$4.6 million associated with our analog wireless network and $1.3 million related to our paging network.

We
adopted the provisions of SFAS No. 142 on January 1, 2002. SFAS No. 142 no longer requires the amortization of goodwill and indefinite-lived intangible assets.
Instead, these assets must be reviewed
annually (or more frequently under certain conditions) for impairment in accordance with this statement. In accordance with the new rules, starting January 1, 2002, we are no longer amortizing
goodwill, acquired intangible assets, which we determined, have an indefinite life.

We used the guidelines of SFAS No. 142 to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized, if any. Impairment is the
condition that exists when the carrying amount of goodwill exceeds its implied fair value. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair
value of a reporting unit with its carrying amount, including goodwill. The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value
of reporting unit goodwill with the carrying amount of that goodwill. We utilized a present value technique to measure fair value. Estimates of future cash flows are consistent with the objective of
measuring fair value. Those cash flows estimates are based on reasonable and supportable projections assumptions and consider all available evidence.

Our amortization of goodwill for the year ended December 31, 2001 totaled approximately $47,000. During the fourth quarter of 2002, we performed our annual review for intangible
assets and goodwill and recorded charges of $5.2 million and $2.8 million, respectively.



In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations
("SFAS 141") and No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires all business combinations initiated after September 30, 2001 to be
accounted for using the purchase method. Under SFAS 142, goodwill and intangible assets with

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indefinite
lives are no longer amortized but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have
indefinite lives will continue to be amortized over their useful lives (but with no maximum life). The amortization provisions of SFAS 142 apply to goodwill and intangible assets acquired after
September 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, we adopted SFAS 142 effective January 1, 2002. Upon the adoption of
SFAS 142, there was no impairment of goodwill. As of December 31, 2001 and December 31, 2002, the composition of goodwill and intangible assets totaled $36.5 million,
primarily related to the acquisitions of TCN Dominicana, S.A. and of Cellular Communications of Panama, S.A. (subsequently renamed TRICOM Panama, S.A.) during 2001.



The annual inflation rate in the Dominican Republic was 9.0% for 2000, 4.4% for 2001 and 10.5% for 2002. The effects of inflation on our operations have not been
significant.

Devaluation
of the Dominican peso against the U.S. dollar was approximately 4%, 2% and 26% for the years ended December 31, 2000, 2001 and 2002, respectively.



Through December 31, 1996, we used the Dominican peso as our functional and reporting currency. While a significant portion of our revenues, assets and
liabilities historically were denominated in U.S. dollars, a clear determination of the functional currency was difficult, and we used the Dominican peso as our functional currency. However, in our
opinion, with the issuance of our 113/8% senior notes due 2004, in August 1997, our cash flows and financial results of operations are more appropriately presented in the U.S.
dollar as the functional currency. Effective January 1, 1997, we changed our functional currency from the Dominican peso to the U.S. dollar.

Liquidity And Capital Resources

Substantial capital is required to operate and expand our telecommunications networks. For 2002, we made capital expenditures of $65.8 million for the
installation of additional local access lines, enhancement of our cellular and PCS network, expansion of international facilities and other network improvements, primarily in the Dominican Republic.
The amount expended represents a significant reduction from expenditures in prior years, including $116.6 million in 2001. This reflects our previously announced program to reduce capital
expenditures by optimizing the use of our existing network, while minimizing new capital needs and conserving cash. Our capital expenditures in 2002 were funded by internally generated cash flow,
short-term borrowings, capital leases and trade and vendor financing. We currently estimate that our 2003 capital expenditures will aggregate approximately $25 million. Capital
expenditures in 2003 will be used to expand the capacity of our local service and wireless networks, upgrade our cable networks and general network maintenance.

We
have satisfied our working capital requirements and funded capital expenditures from cash provided by operations, short and long-term borrowings, trade finance, capital
leases, vendor financing and equity and debt issuances. In December 2002, we received approximately $70 million from the sale of Class A common stock in a private placement. All
of the proceeds of the private placement were used to repay short-term debt. In 2003, our objective is to finance capital expenditures from cash provided by operations. In order to achieve
this objective, we have significantly reduced planned capital expenditures to $25 million. If, however, cash provided by operations is not sufficient to entirely fund capital expenditures, we
believe that current cash and borrowings available to us will be sufficient to fund the balance. At December 31, 2002, we had approximately $22 million in cash and investments. At that
date, we also had credit facilities which, in the aggregate, permit us to borrow $268.6 million, of which approximately $53.3 million remained available to be borrowed. In addition, our
planned capital

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expenditures
are discretionary and can be postponed or cancelled, if we determine that funds are not available to us. We frequently evaluate potential acquisitions and joint venture investments,
although we do not currently contemplate any acquisitions and the indenture governing our notes limit the amount that we can invest in joint ventures. Acquisitions, investments or potential debt
repayments may require us to obtain additional financing. There can be no assurance that additional funding sources will be available to us on terms, which we find acceptable, or at all.

Net
cash provided by operating activities was $34.0 million for 2001 and $13.6 million for 2002. We had net accounts receivable of $34.5 million at
December 31, 2001 and $25.1 million at December 31, 2002, respectively. Our allowance for doubtful accounts increased to $7.8 million at December 31, 2002 from
$4.1 million at December 31, 2001, primarily as a result of higher number of contract local service, cellular and PCS, and basic and expanded basic cable subscribers.

Our
indebtedness was approximately $467.6 million at December 31, 2002, compared to $498.2 million at December 31, 2001. Our indebtedness at
December 31, 2002 consisted of $200.0 million of our 113/8% senior notes due 2004, $185.6 million of long-term borrowings and capital leases, with
maturities of up to five years, and $82.0 million of short-term bank loans, commercial paper, short-term telecommunications equipment trade financings and current
portion of capital leases and of long-term debt. At December 31, 2002, our U.S. dollar borrowings and commercial paper, other than the 113/8% senior notes due 2004,
had interest rates ranging from 4.50% per annum to 14.93% per annum, and our Dominican peso borrowings and commercial paper had interest rates ranging from 18% per annum to 32% per annum. At
December 31, 2002, our U.S. dollar borrowings, other than the 113/8% senior notes, totaled $246.9 million and our peso borrowings totaled $20.7 million.

Our 113/8% senior notes in the aggregate principal amount of $200 million will mature in September 2004. We filed a registration statement with the
Securities and Exchange Commission for a proposed offer to exchange our existing 113/8% senior notes for new senior notes in the same aggregate principal amount that would mature at a
later date. We withdrew the registration statement and did not make interest payments on the senior notes and other indebtedness.

At
December 31, 2002, we had approximately $22.0 million in cash and investments. In addition, we had credit facilities, which, in the aggregate, permit us to borrow up to
$268.6 million. At December 31, 2002, there was $215.4 million outstanding under these facilities. We had approximately $53.3 million available for borrowing under these
facilities with maturities of less than one year.

At
December 31, 2002, we had $67.9 million of short-term and long-term approved credit facilities with Dominican banks and institutions and
$200.8 million of U.S. dollar-denominated approved credit facilities with international banks and financial institutions as compared to $93.5 million and $246.7 million,
respectively, at December 31, 2001. In addition, at December 31, 2002, the Company had in place a $71.6 million dollar-denominated and peso-denominated commercial
paper program in the Dominican Republic. At December 31, 2002, we had outstanding $51.6 million under such program. The proceeds from the issuance of commercial paper have been used to
finance the purchase of telecommunications related assets.

At
December 31, 2002, our current liabilities exceeded our current assets by $88.6 million compared to $175.6 million at December 31, 2001. The decrease in
negative working capital is due to the repayment of $70 million in short-term debt with the net proceeds of our issuance of Class A common stock in December 2002 and
the refinancing of approximately $118 million of our short-term debt into long-term debt. The negative working capital reflects our short-term borrowings in
the Dominican Republic with related companies, local and international banks. Dominican banks lend on a short-term basis in order to negotiate interest rates should market conditions
change, without necessarily demanding the repayment of credit facilities. It is our belief that the existence of negative working capital does not affect adversely the continuity of our business. We
will seek additional credit facilities with international banks to refinance our short-term credit facilities.

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Our credit facilities in the Dominican Republic do not contain financial covenants. One loan with General Electric Capital Corporation of Puerto Rico, which had an outstanding principal
amount of $5.6 million at December 31, 2001, and $2.9 million at December 31, 2002, contained two financial covenants that required us to maintain a minimum cash flow
coverage ratio (defined as net income plus depreciation minus preferred dividends divided by current maturity of long term debt) and EBITDA coverage ratio (defined as earnings before interest, taxes,
depreciation and amortization divided by current maturity of long term debt plus interest expense). GE Capital waived our non-compliance at September 30, 2002 and agreed to
eliminate any financial covenants. This loan has been paid. The indenture with respect to our 113/8% senior notes due 2004 restricts our ability to incur indebtedness based upon the
ratio of EBITDA for a specified period to outstanding indebtedness. EBITDA is calculated as consolidated net income plus, to the extent deducted in calculating net income, taxes, interest expense,
depreciation, amortization and other non-cash charges. EBITDA is calculated under the indenture substantially identically to our calculation of EBITDA discussed above. The covenant
restricts debt incurrence and except to measure our ability to borrow, we are not required to be in compliance with the ratio at any time.

The
following table contains certain information concerning the Company's material contractual obligations at December 31, 2002 (in millions of dollars).

|                                   |  | Payments due by Period
|---------------------------------- |  | ----------------------
|
|Short-term debt                    |  | $                     
|Long-term debt                     |  |                       
|Capital lease obligations          |  |                       
|Operating leases                   |  |                       
|                                   |  |                       
|Total Contractual Cash Obligations |  | $                     
|                                   |  |                       

We
borrow from a bank, Bancredito, that is controlled by GFN, one of our principal shareholders. The terms on which we borrow from Bancredito are similar to terms available to us from
other banks in the Dominican Republic. If loans from Bancredito were not available to us, we could not be certain that
we could obtain financing from other sources. An affiliate of Bancredito also has acted as agent for the placement of short-term debt in the commercial paper markets in the Dominican
republic. See "Directors, Senior Management and Employees" and Note 6 of notes to our consolidated financial statements for discussions of these transactions.

At
December 31, 2001, our 113/8% notes due 2004 were rated B1 (with a stable outlook) by Moody's Investors Service ("Moody's") and B+ (with a positive outlook) by
Standard & Poor's ("S&P"). On March 26, 2002, S&P reaffirmed its B+ rating of our 113/8% senior notes due 2004 and lowered its outlook from positive to stable. On
April 30, 2002, Moody's lowered the rating of our 113/8% notes due 2004 to B3 and lowered its outlook from stable to negative. On May 31, 2002, S&P lowered the rating of
our 113/8% notes due 2004 to B and lowered its outlook from stable to negative. On December 2, 2002, Moody's lowered the rating of our 113/8% senior notes due 2004
to Caa2. Our rating also has been placed on review for possible further downgrade. Our domestic commercial paper program is not rated by either Moody's or S&P. The ratings of our notes by Moody's and
S&P is not a recommendation to buy, sell or hold the notes; these ratings may be subject to revision or withdrawal at any time by the assigning rating organization; and each of these rating should be
evaluated independently of any other rating.

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The
following table describes certain information regarding the ratings by S&P and Moody's of the notes:

|S&P                         |  | Description                                                                                                                                                                                                                                                                         |  | Moody's     |  | Description                                                                                                                                                                                                                                                        
|--------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Rating B                    |  | The obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial
commitment on the obligation.                         |  | Rating Caa2 |  | Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. The modifier 2 indicates that the obligation ranks in the
mid-range of its generic rating category.
|Number of rating categories |  | 22                                                                                                                                                                                                                                                                                  |  |             |  | 21                                                                                                                                                                                                                                                                 
|Rank                        |  | 15th (8th lowest)                                                                                                                                                                                                                                                                   |  |             |  | 18th (4th lowest)                                                                                                                                                                                                                                                  
|Audience                    |  | Lenders, investors and other interested parties                                                                                                                                                                                                                                     |  |             |  | Lenders, investors and other interested parties                                                                                                                                                                                                                    
|Characteristics being rated |  | Business risk
        Industry characteristics
        Competitive position
        Management
Financial risk
        Financial characteristics
        Financial policy
        Profitability
        Capital structure
        Cash flow protection
        Financial flexibility |  |             |  | Franchise value
Leverage
Coverage
Liquidity
Profitability
Management quality                                                                                                                                                                                       

In
connection with the offering of our 113/8% senior notes due 2004, our principal shareholders, a subsidiary of GFN Corporation, Ltd., and Motorola, Inc.,
entered into voting arrangements with the trustee under the indenture governing the notes. The agreements provided for the grant to the trustee of proxies giving it the right to vote all shares of
common stock upon the occurrence of specified events of default. GFN and Motorola had the right to terminate the voting agreements, in certain events, including the Dominican Republic becoming bound
by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards, which occurred during 2002. GFN and Motorola exercised their rights to terminate the voting agreements.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

We are managed by a Board of Directors, the members of which, in accordance with our by-laws, are elected at the annual shareholders' meeting and
serve for a period of one year. The Board of Directors is composed of a Chairman, Vice President, Treasurer, Secretary and eight additional members. The Board of Directors meets at least once every
three months. Special meetings of the Board of Directors may be held at any time.

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The
names of our executive officers and directors are set forth below together with their ages at December 31, 2002 and current positions.

|Name                            |  | Age |  | Position                                                                                                           
|------------------------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------
|Board of Directors              |  |     |  |                                                                                                                    
|Named by GFN Corporation, Ltd.: |  |     |  |                                                                                                                    
|Manuel Arturo Pellerano Peña    |  | 48  |  | Chairman of the Board                                                                                              
|Héctor Castro Noboa             |  | 61  |  | Vice President of the Board                                                                                        
|Marcos J. Troncoso              |  | 55  |  | Secretary                                                                                                          
|Carl H. Carlson                 |  | 44  |  | Treasurer                                                                                                          
|Juan Felipe Mendoza             |  | 49  |  | Director                                                                                                           
|Aníbal De Castro                |  | 53  |  | Director                                                                                                           
|Named by Motorola, Inc.:        |  |     |  |                                                                                                                    
|Kevin J. Wiley                  |  | 43  |  | Director                                                                                                           
|Ralph Smith                     |  | 47  |  | Director                                                                                                           
|Richard Hanning                 |  | 51  |  | Director                                                                                                           
|Theodore W. Schaffner           |  | 56  |  | Director                                                                                                           
|Independent Directors:          |  |     |  |                                                                                                                    
|Marino Ginebra                  |  | 56  |  | Director                                                                                                           
|Edwin Corrie                    |  | 74  |  | Director                                                                                                           
|Executive Officers              |  |     |  |                                                                                                                    
|Manuel Arturo Pellerano Peña    |  | 48  |  | President, Chief Executive Officer and Chairman of the Board of Directors                                          
|Marcos J. Troncoso              |  | 55  |  | Executive Vice President of International Business Development, Member of the Office of the President and Secretary
|Carl H. Carlson                 |  | 44  |  | Executive Vice President, Chief Operating Officer, Member of the Office of the President and Treasurer             
|Ramón Tarrago                   |  | 39  |  | Chief Financial Officer and Vice President of International Division                                               
|Carlos Ramón Romero             |  | 50  |  | Vice President, Business Segment Division                                                                          
|Ryan Larrauri                   |  | 30  |  | Vice President, Consumer Segment Division                                                                          
|Valeriano Valerio               |  | 43  |  | First Vice President, Network Planning and Operations                                                              

Each
of the current members of the Board of Directors has been elected pursuant to an amended and restated shareholders agreement, dated at May 8, 1998, among
Motorola, Inc., Oleander Holdings, Inc., Zona Franca San Isidro, S.A. and certain individuals, Oleander and Zona, are wholly owned subsidiaries of GFN, and the individual parties to the
agreement are all affiliates of either GFN or TRICOM.

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The Directors are elected annually at the Annual General Meeting of Shareholders. Each Director (when ever elected) holds office until the next Annual General Meeting of Shareholders
following his election and until his successor is elected or until his earlier resignation or removal.

At
this date, no date has been set for the Annual General Meeting of Shareholders.

Manuel Arturo Pellerano Peñahas served as Chairman of our Board of Directors and President and Chief Executive Officer
since August 1994 and as a member of the Board of Directors since our formation in January 1988. He currently serves as President of Bancrédito, a bank affiliated with GFN
and one of the largest commercial banks in the Dominican Republic and has been a member and the Vice President of the Board of Directors of GFN since April 1989. Mr. Pellerano holds a
Bachelor of Science degree in Economics from the Universidad Nacional Pedro Henríquez Ureña.

Marcos J. Troncosohas served as our Executive Vice President of International Development since March 1992, as Secretary of the
Board of Directors since our formation in January 1988 and as Member of the Office of the President since September 1995. Prior to assuming these positions, Mr. Troncoso served as
Executive Vice President of GFN beginning in May 1979. Mr. Troncoso received a law degree from Universidad Nacional Pedro Henríquez Ureña and a BS degree in
business administration with a major in accounting from the University of Puerto Rico.

Carl H. Carlson,our Executive Vice President and Chief Operating Officer since March 1998, has served as Treasurer of the Board of
Directors since January 2000 and as a Member of the Office of the President since September 1995. Mr. Carlson was a Senior Vice President from March 1993 until
March 1998 and Chief Financial Officer from September 1993 until September 1995. Mr. Carlson served as a Vice President of Finance and Administration from
December 1989 until September 1993. Mr. Carlson was an Assistant Vice President for GFN's insurance division from 1987 until December 1989. From 1983 to 1987,
Mr. Carlson was a Vice President at Chase Manhattan Bank. Mr. Carlson is a graduate of Instituto Technológico de Santo Domingo where he majored in business administration
and accounting and finance. Mr. Carlson earned an MBA from a joint program between the University of South Carolina and Pontifica Universidad Católica Madre y Maestra.

Ramón Tarragó,has served as our Chief Financial Officer and Vice President of International Division since
July 2002. Mr. Tarragó has directed the International Division since its organization as a separate business unit in July 1996 as First Vice President. He was a
Second Vice President of the Corporate Center from August 1995 until July 1996. He was a Second Vice President of the International Division from August 1995 until
July 1996. He was Director of International Relations from November 1993 until
August 1995. From February 1992 until November 1993, he was our Director of Finance. Between May 1991 and February 1992, he was a management associate in the
Corporate Banking Unit at the Santo Domingo branch of Citibank. Mr. Tarragó worked for the World Bank's International Finance Corporation in Washington, D.C. from May 1990
to September 1990 and for Bancrédito between October 1986 and March 1988. He is the former dean of the MBA program at the Pontificia Universidad
Católica Madre y Maestra and has held an academic post at the Instituto Tecnológico de Santo Domingo. Mr. Tarragó holds both a BA in economics from
Universidad Nacional Pedro Henríquez Ureña and an MBA with a finance concentration from the Virginia Polytechnic Institute and State University.

Carlos Ramón Romerohas served as Vice President of our Business Segment Division since January 2002. He was Vice
President Customer Relationship Management Division from July 2000 to blank and First Vice President of the Residential and Business Division from July 1996 until July 2000.
Immediately prior to his arrival, Mr. Romero served as chief executive of a brokerage company which he started in February 1994. Mr. Romero served as Vice President of the
Technical Area of Compañía Nacional de Seguros, a subsidiary of GFN, from 1980 until February 1994. Mr. Romero earned a BA in

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International
Services from the Universidad Nacional Pedro Henríquez Ureña, where he has since held various academic posts.

Ryan Larraurihas served as Vice President of our Consumer Segment Division since June 2001. Before joining TRICOM, he was Vice
President of Marketing for GFN's Bancrédito and Compañía Nacional de Seguros since 1999. He has held numerous directive and executive positions in the
textile, consumer goods and financial sectors. Mr. Larrauri is the published author ofMarketing in the Dominican Republic, Genesis and Evolutionas well as several other specialized articles in the field. Mr. Larrauri has a B.S. in Marketing from the Univesidad Iberomaricana, as well as Post-Graduate degrees in Brand
Management, International Business, Bank Management and Strategic planning.

Valeriano Valeriohas served as our First Vice President of Network Planning and Operations since June 2000 and as Second Vice
President of Institutional Relationships between June 1995 and June 2000. Mr. Valerio graduated with a degree in Electrical Engineering from the Universidad Pedro Henriquez
Ureña and studied at the Nippon Telegraph and Telephone Public Corporation of Tokyo, Japan.

Héctor Castro Noboahas served as Vice President of our Board of Directors since August 1994 and as a member since
our formation in January 1988. He has been director and Executive Vice President of GFN since April 1989. Between March 1993 and September 1997, Mr. Castro served as
the Executive Vice President of Bancrédito. Mr. Castro has also worked for the Deutsche Sudamerikanische Bank (Germany), Citibank (Marketing Vice President), Bonanza Dominicana
(Chief Financial Officer), Banco Metropolitano (Financial Advisor) and Universidad Nacional Pedro Henríquez Ureña (professor of international economics and
macroeconomics). Mr. Castro has a degree in Business Economics from Madrid's Universidad Complutense where he studied business economics.

Juan Felipe Mendozahas been a member of our Board of Directors since June 1997. Mr. Mendoza currently serves as Chief
Executive Officer of Bancrédito and President of Compañía Nacional de Seguros. He is Vice President of FIDES (Inter-American Federation of Insurance
Companies) and its regional commission for Central America and the Caribbean. Mr. Mendoza is a director of Reaseguradora Nuevomundo, Caribbean Hotel Association Insurance Company,
Bancrédito and GFN Corporation. Mr. Mendoza joined GFN in 1977. Prior to joining GFN, Mr. Mendoza was employed in the Internal Audit Department for the Caribbean of the
Royal Bank of Canada. Mr. Mendoza graduated from Universidad Nacional Pedro Henríquez Ureña and also attended Specialized Insurance Training Programs at Royal
Global Insurance of New York and Swiss Insurance Formation Center, Swiss Re, Switzerland. Mr. Mendoza is a certified public accountant.

Aníbal De Castrohas been a member of our Board of Directors since May 1998, and has served as President of
Editorial AA, a subsidiary of GFN, since May 1994. Mr. De Castro served on the Board of Directors of Corporación Dominicana de Electricidad (C.D.E), the country's
state-owned electric utility provider from 1979 to 1982, and currently serves on the Board of Directors of several Dominican companies and professional associations including Banco de la
Pequeña Empresa and Fondo de Financiamiento de la Micro-Empresa. Mr. De Castro graduated from Universidad Autónoma de Santo Domingo with a degree in journalism and
holds a B.A. in economics from the University of East Anglia in Great Britain.

Kevin J. Wileyhas been a member of our Board of Directors since December 1998. He currently serves as the Vice President of Sales
for Next Level Communicationsa telecommunications equipment provider whose largest shareholder is Motorola, Inc. Prior to his employment at Next Level Communications,
Mr. Wiley worked for the Motorola Network Management Group as the Director of Regional Cellular Operations for the Latin America Region from October 1998 until April 2001. He
worked as the Vice President and General Manager of Aliant Cellular Communications from July 1995 to July 1997. Mr. Wiley has been involved in various positions within the
wireless telecommunications

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industry
throughout his entire career. He has a B.S. in Finance and Management from Creighton University.

Ralph Smithhas been a member of our Board of Directors since April 2001. Mr. Smith began working for Motorola in 1985 in
its Automotive Electronics Business. He worked there in a variety of sales, project management, strategy and marketing roles. He joined the Corporate Business Development group of Motorola in 1991 and
became an elected officer of Motorola in 2000. Mr. Smith began his career with a variety of financial and commercial research positions working for United States Steel Supply Division until he
left to join Motorola. He has a B.S. degree in Management from Purdue University and a M.B.A. from Indiana University.

Richard Haninghas been a member of our Board of Directors since April 2001. Mr. Haning was a Senior Vice President of
Motorola and Director of Finance for Motorola's Network Management Group until
August 2002. Mr. Haning has been a Corporate Vice President with Motorola since 1990. Since joining Motorola in 1977, Mr. Haning has held numerous other financial positions within
Motorola's cellular networks and subscribers businesses. Mr. Haning is a Director of Telular Corporation, a participant in the fixed wireless telecommunications market. He is also a Director of
Omnitel, a Lithuanian cellular operator. He has a B.A. and M.B.A. from the University of Illinois.

Theodore W. Schaffnerhas been a member of our Board of Directors since October 2001. Mr. Schaffner has been Senior Vice
President and Director of Corporate Development at Motorola since 1999. He joined Motorola in 1987 and became the Director of Corporate Business Development in 1989. In 1991, he became Vice President
of Corporate Business Development. He received his Bachelors of Arts at The Ohio State University and his Juris Doctor degree from Harvard University School of Law.

Marino Ginebrahas been a member of our Board of Directors since October 2001. Mr. Ginebra is the Chairman of the Board of
Directors and President of Telecable Nacional, S.A. He has served as member of the Board of Directors of numerous charity associations and social clubs, and is currently a member of the Board of
Directors of various banking, insurance and hotel corporations in the Dominican Republic. Mr. Ginebra holds a B.S. in Business Administration and Finance from the Catholic University of the
Americas.

Edwin Corriehas been a member of our Board of Directors since October 2001. Mr. Corrie is the Chairman and President of
several corporations operating in the real-estate, investment and agricultural industries in the Dominican Republic. He is a member of the Board of Directors of various leading insurance,
tourism, medical, and financial service institutions in the Dominican Republic. Mr. Corrie holds a B.S. in electromechanical engineering from the Massachusetts Institute of Technology and a
B.S. in Business Administration from the Harvard Business School.

Executive Compensation

The aggregate amount of compensation we paid during the fiscal year ended December 31, 2002 to our directors and executive officers, as a group (17
persons), was $1.7 million.

Employees

At December 31, 2002, we had 1,519 employees. Of this number, 195 were executives, directors and managers, and the remaining 1,324 were technicians,
salesmen, service and staff employees. We believe that this number may increase over the next several years as we expand our network and customer base. None of our employees belong to labor unions. We
believe that we have good relations with our employees.

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Share Ownership

We refer to Item 7 for information with respect to Manuel Arturo Pellerano Peña, who, to our knowledge, is the only director with 1% or greater
percentage of ownership in Tricom.

In
connection with our initial public offering, our Board of Directors adopted, and GFN and Motorola approved, our 1998 Long-Term Incentive Plan pursuant to which 750,000
shares of Class A common stock were reserved for issuance. At December 31, 2002, there were outstanding options to purchase 483,947 shares of Class A common stock that had been
granted to directors, officers and employees at exercise prices ranging from $3.65 per share to $16.00 per share. The options granted expire on the tenth anniversary of the date of grant. At
December 31, 2002, there were 266,053 shares available for grant under the plan.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

The following table sets forth certain information known to us with respect to beneficial ownership of our Class A common stock at April 30, 2003
(unless otherwise indicated) by each person, to our knowledge, who beneficially owns 5% or more of the Class A common stock and all officers and directors as a group. Except as otherwise
indicated, the holders listed below have sole voting and investment power with respect to all shares beneficially owned by them.

Each
share of Class B stock is freely convertible at any time into one share of Class A common stock, subject to adjustment, and may not be transferred except to GFN,
Motorola or their permitted
transferees, as defined. Each share of Class B stock has ten votes and of Class A common stock has one vote. GFN and Motorola own 100% of the outstanding shares of Class B stock.
Currently, GFN and its affiliates have approximately 55.5% of the voting power (including shares of Class A common stock owned by it and its affiliates) and Motorola approximately 32.5%.

|Shareholder                                                 |  | Class A Common Stock Beneficially Owned(1) |  | Percentage of Class A Common Stock Shares Beneficially Owned(1) |  | Percentage of Class B Stock Beneficially Owned |  | Percentage of Voting Power (assuming that all of the Class B is Converted Stock into Class A Common Stock)(1)
|----------------------------------------------------------- |  | ------------------------------------------ |  | --------------------------------------------------------------- |  | ---------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------
|GFN Corporation Ltd(2)                                      |  | 25,396,193                                 |  | 44.6                                                            |  | 60.0                                           |  | 39.3                                                                                                         
|Oleander Holdings, Inc.(2)                                  |  | 12,161,750                                 |  | 21.4                                                            |  | 60.0                                           |  | 18.8                                                                                                         
|Manuel Arturo Pellerano Peña(2)                             |  | 27,426,374                                 |  | 48.2                                                            |  | 60.0                                           |  | 42.5                                                                                                         
|Motorola, Inc.                                              |  | 7,657,818                                  |  | 14.4                                                            |  | 40.0                                           |  | 11.9                                                                                                         
|Orient Star Holdings LLC(3)                                 |  | 2,835,700                                  |  | 6.2                                                             |  |                                               |  | 4.4                                                                                                          
|Directors and executive officers as a group (17 persons)(4) |  | 27,700,058                                 |  | 48.6                                                            |  | 60.0                                           |  | 42.9                                                                                                         

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Shareholders Agreement

Each of the current members of the Board of Directors has been elected under the terms of an amended and restated shareholders agreement, dated at May 8,
1998, among TRICOM, Motorola, Oleander Holdings Inc., Zona Franca San Isidro, S.A. and certain nominal shareholders that are affiliates of GFN or TRICOM.

The
shareholders agreement provides that the Board of Directors will consist, and GFN and Motorola each will vote all of the shares owned by it (or in the case of any transfer of shares
to its permitted transferee, as defined in the shareholders agreement, will cause such permitted transferees to vote their shares) in favor, of six directors to be designated by GFN, four directors to
be designated by Motorola and two independent directors. The shareholders agreement provides that in order for a person to qualify as an independent director such person must not be:



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Each
of Motorola and GFN will be entitled to nominate one independent director so long as it together with its permitted transferees owns at least 25% of the issued and outstanding
shares of Class B stock. In calculating the number of shares of Class B stock owned by either GFN or Motorola, there will be included the number of shares of Class B stock owned
by any of it permitted transferees.

The
number of directors other than independent directors that GFN or Motorola each may designate will change if its percentage ownership of Class B stock changes as follows:



Until
such time as either Motorola or GFN owns less than 25% of the outstanding shares of Class B stock, the shareholders agreement requires the affirmative vote of nine directors
to approve the following actions:



In
addition, approval by the independent directors is required for any transaction that has a fair market value exceeding $1.0 million which we enter into with either GFN or
Motorola and their respective affiliates. The vote of a majority of the directors present at a duly convened meeting is required for all other board actions (and at such time that Motorola or GFN owns
less than 25% of the then outstanding shares of Class B stock for the four actions specified as requiring a greater vote).

Under
the shareholders agreement, if we propose to register any of our securities under the Securities Act of 1933 (other than a registration in connection with a reorganization on
Form F-4 or in connection with any employee stock option, stock purchase or savings plan on Form S-8 or similar registration forms), whether or not for our own
account, GFN and Motorola are entitled to include

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shares
of Class A common stock owned by them in any such registration, subject to the right of the managing underwriter of any such offering to exclude, due to market conditions, some or all of
such securities. In addition, GFN and Motorola each has the right to require us to prepare and file on three occasions a registration statement covering registrable securities with a market value of
at least $5.0 million, subject to customary blackout periods. We are generally required to bear the expenses (except underwriting discounts and commissions and fees and expenses of any special
counsel) of all such registrations, whether or not initiated by GFN or Motorola.



GFN

GFN is one of the Dominican Republic's largest privately held companies, with interests in insurance, finance and publishing. GFN provides a number of managerial
services to its affiliated companies, including TRICOM, for which the affiliated companies are billed based upon the number of hours that a particular GFN employee spends on providing such services
and other factors. GFN employees have provided to us internal auditing, public relations, management information services, legal and personnel management services. For 2000, 2001 and 2002, we paid to
GFN $234,000, $129,000 and $78,000, respectively, for such services. GFN also provides us with security services for which we paid $227,000, $268,000 and $228,000 in 2000, 2001 and the 2002,
respectively. In addition, GFN provides us with advertising services for which we paid $250,000, $1.0 million and $695,000 in 2000, 2001 and 2002, respectively. We anticipate that we will
continue to receive such services from GFN.

We
lease premises and equipment from GFN and its affiliates. During 2000, 2001 and 2002, we paid to GFN and its affiliates $158,000, $123,000 and $204,000, respectively, for the use of
premises and equipment.

We
also entered into various capital leases with an affiliate of GFN for $20.8 million during 2000 and $17.9 million during 2001. We did not enter into any capital lease
agreements during 2002. In 2000, we sold our Internet portal to a GFN affiliate for approximately $2.3 million.

We
provide life insurance to our employees and have obtained other insurance through Segna, formerly Compañìa Nacional de Seguros, a GFN affiliated
insurance company. We paid insurance premiums to affiliates of GFN totaling $4.1 million, $4.4 million and $5.8 million in 2000, 2001 and 2002, respectively.

We
provide telecommunications services to GFN and its affiliated companies. GFN and its affiliated companies paid us $1.9 million, $3.7 million and $4.2 million for
such services in 2000, 2001 and 2002, respectively.

GFN
affiliated banks have loaned us funds. We had borrowings from GFN affiliated banks, including financing of letters of credit and open accounts, in the aggregate principal amounts of
$31.4 million at December 31, 2000, $27.1 million at December 31, 2001 and $34.5 million at December 31, 2002.

Motorola

We have purchased telecommunications equipment from Motorola, particularly for the development of our wireless cellular system and our wireless local loop in the
Dominican Republic for aggregate consideration of approximately $20.3 million, $20.2 million and $2.1 million during 2000, 2001 and 2002, respectively. During 2001, we purchased
from Motorola an iDEN® system for Panama, for $20 million.

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Other Transactions

We have purchased mortgage participation contracts from savings and loan associations in the Dominican Republic that are maintained as compensating balances for
mortgage loans made by these associations to several of our officers. At December 31, 2000, 2001 and December 31, 2002, these mortgage participation contracts totaled
$3.3 million, $4.0 million and $552,000, respectively.

ITEM 8. Financial Information

Consolidated Financial Statements

See "Item 18. Financial Statements"

Other Financial Information



BellSouth Litigation

On May 8, 2001, BSC of Panama, S.A., a subsidiary of BellSouth, which owns one of the two cellular telecommunications concessions granted by the Panamanian
government, requested that the PanamanianEnte Regulador de los Servicios Publicos, orEnte, investigate
TRICOM Panama, S.A. for violations of the Telecommunications Act and theEnte's regulations. BellSouth claimed that TRICOM Panama:



The Entehas not issued any ruling on BellSouth's request, but has stated publicly that Panamanian regulations do not limit the provision
of wireless services to a particular technology.

On
August 24, 2001, BellSouth requested that theEnteinitiate a legal review before the Third Chamber of the Panamanian Supreme
Court of Justice, of the interpretation given by theEnteto the definition of "Conventional Trunking System Services." BellSouth alleges that the
interpretation given by theEnteto the definition of "Conventional Trunking System Services," found in Resolution No. JD-025 of
December 12, 1996 violates several articles of the Telecommunications Act, including that theEnte's interpretation allows a trunking service
provider to use any wireless system, including any type of cellular systems, as long as the "Hand-Off" capabilities are disabled. BellSouth claims that this violates the Telecommunications
Act, which states that cellular services are a Type A Service that can only be provided by BellSouth and the other holder of a Type A License, Cable & Wireless.

TheEntehas replied that it only regulates services and not technology and that the definition of "Conventional Trunking System Services"
protects the temporary exclusivity regime given to cellular services because it does not allow the participation of new cellular service providers in the Panamanian market. The Attorney General also
opined that the definition of "Conventional Trunking System Services" is legal. The license given to TRICOM Panama is for the operation of conventional trunking services, which it is operating with
the iDEN® system.

The
legal review by the Third Chamber of the Panamanian Supreme Court of Justice requested by BellSouth cannot be undertaken until the Supreme Court resolves a constitutional review
requested by TRICOM Panama on September 10, 2001, regarding the lack of procedure for the Third Chamber to undertake a legal review of the sort sought by BellSouth. On October 22, 2001,
the Supreme Court decided it would review the procedure.

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On
August 28, 2001, TRICOM Panama received notice of a precautionary order obtained by BellSouth from the Seventh Civil Court of the First Judicial Circuit requiring TRICOM Panama
to cease all activity directly or indirectly related to the installation and supply of telecommunication services using Motorola's iDEN® system. This order forms part of a tort claim,
submitted by BellSouth on September 4, 2001, against TRICOM Panama for US$20,000,000 for the possible damages that TRICOM Panama may cause BellSouth in the event that TRICOM Panama initiates
operations of an iDEN®-based trunking service.

On
September 11, 2001, TRICOM Panama submitted a motion before the Seventh Civil Court to substitute a bond for the precautionary order to cease its activities and at the same
time appealed to the Superior Civil Chamber the precautionary order itself. On October 1, 2001, the Seventh Civil Court denied TRICOM Panama's motion and, on October 8, 2001, TRICOM
Panama also appealed this decision to the Superior Civil Chamber. The TRICOM Panama defense was based on the following principles:



On
September 11, 2001, BellSouth submitted a complaint stating that TRICOM Panama was in default of the court order.

TRICOM
Panama also submitted a motion to the Seventh Civil Court to dismiss BellSouth's tort claim and to invalidate the precautionary order, due to the court's lack of jurisdiction over
a matter that should be decided by theEnte. On September 28, 2001, TRICOM Panama filed a US$1,000,000 damages counterclaim against BellSouth for
the public campaign set against TRICOM Panama by BellSouth and for the unfounded investigation requested before theEnte.

We
believe, based on the advice of our Panamanian legal counsel, that BellSouth should not succeed in its claims because:



On
August 5, 2002, the judge in the Seventh Civil Court transferred the case to the Eleventh Civil Court of the First Judicial Circuit, which will continue the proceedings.

On
November 5, 2001, TRICOM Panama requested that theEnteinvestigate BellSouth for violations of the Telecommunications Act and
its concession agreement on account of the failure of BellSouth to (1) recognize the jurisdiction of theEnte, (2) follow proper procedure
in connection with the precautionary measure it obtained and (3) provide interconnection. This case is pending the Ente's decision on whether or not to press charges against BellSouth.

On
November 13, 2001, upon the request of BellSouth, the Seventh Civil Court issued an order giving notice to Cable & Wireless of the precautionary order issued against
TRICOM Panama in late August. TRICOM Panama and Cable & Wireless had negotiated the terms of an interconnection agreement with the intervention of the Ente. Upon judicial notice of the
precautionary order against TRICOM Panama, Cable & Wireless refused to sign the interconnection agreement. The Ente imposed on Cable & Wireless sanctions of $5,000 per day until it signs
the interconnection agreement with TRICOM Panama. On December 14, 2001, Cable & Wireless challenged the Ente's sanctions order on

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constitutional
grounds before the Supreme Court. On June 19, 2002, the Supreme Court revoked Ente's resolution that imposed a daily fine of $5,000 per day on Cable & Wireless until it
signs the interconnection agreement.

On
November 16, 2001, TRICOM Panama sought protection from the First Superior Tribunal of Justice on account of the August 2001 precautionary order which violated its
constitutional right to due process and trial before a body of competent jurisdiction. On December 7, 2001, the court declared the case inadmissible on procedural grounds, and on
December 10, 2001, TRICOM Panama filed an appeal and motion for reconsideration.

On
December 20, 2001, the Superior Tribunal decided the appeal of the precautionary order in favor of TRICOM Panama on the merits of the claims, thus, lifting the precautionary
order. On February 27, 2002, BellSouth challenged this decision in the Supreme Court. On July 8, 2002, the Supreme Court confirmed the decision of the Superior Tribunal of the Supreme
Court that rejected defenses to the August 21 precautionary order based upon procedural grounds. The Supreme Court's decision did not affect the decision on the merits of the Superior Tribunal.

On
April 26, 2002, BellSouth filed a claim against TRICOM Panama before theEntealleging that TRICOM Panama is rendering voice and
text mail services in violation of its concession and the authorized use of its frequencies. BellSouth argues that value added services, such as voice and text mail services, may only be provided by
basic telephony or cellular operators. BellSouth requests that theEnterevoke TRICOM Panama's concession and rights to frequencies. BellSouth further
requests as a provisional measure, and until the conclusion of the administrative proceedings, that theEnteorder TRICOM Panama to suspend its trunking
services or, alternatively, its voice and text mail services. On May 10, 2002, theEnteordered TRICOM Panama to suspend its voice mail services
until theEntedetermines whether the imposition of sanctions is appropriate.

On
September 17, 2002, the Ente granted TRICOM Panama the license to offer international long distance communications services.

On
October 24, 2002, the Ente granted TRICOM Panama the license to offer basic telecommunications services.

On
April 4, 2003, the Supreme Court reinstated a precautionary order, originally issued on August 28, 2001, requiring TRICOM Panama to cease all activity directly or
indirectly related to the installation and supply of telecommunications services using Motorola's iDEN® system. Notwithstanding the reinstatement of the order, we continue to use the
iDEN® system to provide services. Our Panamanian legal counsel has advised us that the reinstatement of the precautionary order is not necessarily indicative of the final decision on BSC's
pending claims.

On
January 16, 2003, a trial started on BSC's actions to require that TRICOM Panama cease all activity directly or indirectly related to the installation and supply of
telecommunication services using Motorola's iDEN® system and to recover damages. The 11th Civil Court of the First Judicial Circuit considered evidence and testimony
presented by experts appointed by TRICOM Panama, BSC and by the court until March 19, 2003. TRICOM Panama has filed motions that challenge the authority of the 11th Civil Court of
the First Judicial Circuit to decide the case, arguing that only the ENTE may consider the issues raised by BSC. On May 20, 2003, the Superior Tribunal denied this motion. Decision on the trial
is pending. We understand that, anticipating a final judgment in its favor in the trial, BSC is preparing a criminal complaint against TRICOM Panama with respect to its failure to comply with the
precautionary order, reinstated by the Supreme Court, requiring that TRICOM Panama cease all activity directly or indirectly related to the installation and supply of telecommunications services.

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In
February 2003, the ENTE ruled that voice and text mail services do not violate the terms of the concession granted to TRICOM Panama, thus allowing TRICOM Panama to legally
provide those services under its trunking license.

Dominican Tax Assessment

In June 2002, we received notice from the Dominican Tax Service claiming that we owed additional amounts in respect of taxes in lieu of income taxes for
the period from January 1, 1999 through June 30, 2001 (the last day through which Dominican tax authorities have audited our tax payments) and for withholding tax on our investment in
our wholly-owned subsidiary, TRICOM Latinoamérica and on certain other payments.

The
Service claims that we miscalculated the tax in lieu of income tax payable under our concession agreement. Pursuant to the concession agreement, we had the obligation to pay, within
the first ten days of each month (1) 10% of gross domestic revenues collected by us during the preceding month for telephone services, telegraph services, paging services, cellular services,
local, national and international
call services, as well as for any data transmission or broadcast services and other related telecommunications services minus access charges paid to other carriers for interconnection and
(2) 10% of net settlement revenues collected from foreign correspondent carriers for the use of our network for termination of international long distance calls. The service claims that this
tax was required to be calculated based upon accrued revenues not collections and seeks RD$98.8 million ($5.3 million), plus penalties and interest. Beginning September 1, 2002,
in accordance with Presidential Decree No. 405-02, we no longer pay taxes in lieu of income tax but will pay the tax imposed on all Dominican corporations.

The
Service also claims that we were required to withhold and pay to the tax service 25% of the amount of our investment in TRICOM Latinoamérica, approximately
$35 million. The 25% withholding tax generally applies to payments from Dominican source income for services to non-Dominican vendors and to certain dividends. The Service seeks
RD$168.1 million ($9.0 million), plus penalties and interest, with respect to this claim.

We
contested the notice with the Service, answering that we fully complied with our concession agreement in calculating the tax based on collections rather than accrued revenues and that
there is no required withholding tax on investments in a wholly owned subsidiary. On August 27, 2002, the Service rejected substantially all of our response and calculated our aggregate
liability on the two claims, including penalties and interest, as RD$668.3 million ($35.5 million). However, the Service agreed to drop claims for withholding tax on other payments to
non Dominican service providers. Through December 2000, Dominican tax law imposed penalties for delinquent tax payments equal to 25% of such delinquent payments for the first month and 5% of
the payments for each additional month in which payment is not made. In January 2001, the penalties were reduced to 10% for the first month and 4% for each additional month. Interest on
delinquent payments accrues at the rate of 2.58% per month. Penalties cease to accrue on the date of notice from the Service. Interest continues to accrue until the delinquent tax is paid or the claim
is resolved.

We
appealed the Tax Service determination to the Ministry of Finance and both we and the Tax Service have the right to appeal any determination by the Ministry of Finance to the tax
courts. We believe that we have complied with our tax obligations and do not believe that we will be required to pay a substantial amount in assessments, penalties and interest.

Other

There are no other legal proceedings to which we are a party, other than routine litigation incidental to our business which is not otherwise material to our
business or financial condition.

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ITEM 9. THE OFFER AND LISTING

American Depositary Shares

Our ADSs are traded on the New York Stock Exchange under the symbol "TDR". Shares of Class A common stock are not traded on any other exchange or automated
quotation system. At December 31, 2002, there were 28 record holders in the United States of the ADSs.

The
following table provides the high and low prices and average daily trading volume for the ADSs on the New York Stock Exchange for (1) 1998, the year in which we completed our
initial public offering, 1999 and 2000 (2) each quarter of 2001 and 2002, our two most recent full fiscal years, and the first quarter and second quarter of 2003 to date and (3) each of
the most recent six months.

|                                      |  | New York Stock Exchange |  |       
|------------------------------------- |  | ----------------------- |  | ------
|
|
|Year ended December 31, 1998          |  | 129/16                  |  | 37/16 
|Year ended December 31, 1999          |  | 225/8                   |  | 6     
|Year ended December 31, 2000          |  | 281/2                   |  | 611/20
|Year ended December 31, 2001          |  |                         |  |       
|First Quarter                         |  | 12.46                   |  | 7.00  
|Second Quarter                        |  | 7.80                    |  | 6.00  
|Third Quarter                         |  | 6.70                    |  | 5.30  
|Fourth Quarter                        |  | 5.75                    |  | 3.15  
|Year ended December 31, 2002          |  |                         |  |       
|First Quarter                         |  | 4.00                    |  | 3.30  
|Second Quarter                        |  | 3.90                    |  | 3.00  
|Third Quarter                         |  | 3.63                    |  | 3.09  
|Fourth Quarter                        |  | 3.20                    |  | 3.05  
|Monthly/Period                        |  |                         |  |       
|First Quarter 2003                    |  | 3.05                    |  | 2.76  
|Second Quarter (through May 14, 2003) |  | 2.72                    |  | 2.55  
|November 2002                         |  | 3.29                    |  | 2.91  
|December 2002                         |  | 3.09                    |  | 2.93  
|January 2003                          |  | 2.99                    |  | 2.94  
|February 2003                         |  | 2.96                    |  | 2.87  
|March 2003                            |  | 3.05                    |  | 2.76  
|April 2003                            |  | 2.98                    |  | 2.73  

ITEM 10. ADDITIONAL INFORMATION

Share Capital

At December 31, 2002 and the date hereof, we had 55,000,000 shares of our Class A common stock, par value RD$10 per share, authorized. As of
December 31, 2002, 45,458,041 shares of Class A common stock were issued and outstanding. As of December 31, 2003, 45,458.041 shares of Class A common stock were issued and
outstanding. As of December 31, 2002 and the date hereof, we also had 25,000,000 shares of our Class B stock, par value RD$10 per share, authorized, 19,144,544 shares of which were
issued and outstanding. We have issued 21,212,121 shares of our Class A common stock

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since
December 31, 2001 and we have not issued any shares of our Class B stock since May 1998. We have issued 14,545,920 shares of our Class A common stock since
December 31, 2000.

On
December 31, 2002, we issued 21,212,121 shares of Class A common stock to a group of investors for an aggregate purchase price of $70,000,000 in a private placement.

On
December 28, 2001, we issued 1,170,920 shares of our Class A common stock in the form of ADSs for an aggregate purchase price of $4,683,680 in a rights offering.

On
December 28, 2001, we issued 10,000,000 shares of our Class A common stock to GFN Corporation Ltd., our principal shareholder, for an aggregate purchase price of
$40,000,000.

On
October 26, 2001, we issued 3,375,000 shares of our Class A common stock as partial consideration for our acquisition of the shares of TCN Dominicana, S.A., a
wholly-owned subsidiary of Telecable Nacional, C. por A., that owned and operated the largest multi-channel system in the Dominican Republic's pay-TV market, including the concession
granted by the Dominican government to operate a cable system.

On
April 12, 2000, we issued 4,000,000 shares of our Class A common stock in the form of ADSs for an aggregate purchase price of $74 million in connection with a
follow-on public offering.

At
December 31, 2002, neither we nor any of our subsidiaries owned any shares of our Class A common stock or Class B stock.

At
December 31, 2002, there were outstanding options to purchase 433,050 shares of our Class A common stock for an average exercise price of $7.12 per share. These options
are held by certain of our officers and employees. At December 31, 2002, there were outstanding warrants to purchase an aggregate of 300,000 shares of our Class A common stock for an
average exercise price of $8.88 per share. These warrants are held by a former consultant to us on investor relations maters.

Memorandum And Articles Of Association

Board of Directors

Our business and affairs are managed by the board of directors, which consists of not more than fifteen or less than eight persons. Our directors are elected
annually at the annual general meeting of shareholders. Each director (whenever elected) holds office until the next annual general meeting of
shareholders following his or her election and until his successor is elected and qualified or until his or her earlier resignation or removal.

Any
director may resign at any time upon written notice to the board of directors, to the Chairman of the Board or to the President. Any director may be removed with or without cause at
any time by an affirmative vote of a majority of the shareholders entitled to vote. If any vacancies occur in the board of directors, of if the authorized number of directors is increased, the
directors then in office may continue to act, and such vacancies may be filled by a majority of the directors then in office. Any vacancies or newly created directorships also may be filled by an
affirmative vote of a majority of the shareholders entitled to vote at a general meeting of shareholders called for such purpose.

Regular
meetings of the board of directors may be held at such places within or out of the Dominican Republic and at such times as the board of directors may from time to time determine.
Special meetings of the board of directors may be held at any time or place within or outside of the Dominican Republic whenever called by the Chairman of the Board, by the President of by any two
directors. Any member of the board of directors may participate in a meeting of the board of directors by means of a telephone conference or similar communications equipment provided that all persons
participating in the meeting can hear each other.

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At
all meetings of the board of directors, the presence of a majority of the total number of directors will constitute a quorum for the transaction of business. The vote of at least a
majority of the directors present at any meeting at which a quorum is present is necessary to constitute the act of the board of directors unless otherwise provided by applicable law.

Purpose

Article 2 of our by-laws states that our purpose is:



Capital Stock

Our authorized capital stock consists of 55,000,000 shares of Class A common stock and 25,000,000 shares of Class B stock. Both classes of capital
stock vote together as a single class on matters except any matter that would adversely affect the rights of either class. These matters would need to be approved by a special meeting of the holders
of the class of shares to be affected. The Class A common stock has one vote per share and the Class B stock has ten votes per share. The economic rights of each class of capital stock
are identical.

Registration and Transfer

All shares are evidenced by share certificates in registered form. Dominican law requires that all shares be represented by a certificate, although a single
certificate may represent multiple shares of stock. Certificates may be issued in the name of the registered holder, bearer or to-order form. All of our share certificates are issued in
the name of the registered holder. Dominican law also requires that all transfers, encumbrances and liens on nominative shares must be recorded in the share registry and only are enforceable against
us and third parties after such registration occurs. The Bank of New York is the registrar and transfer agent for the Class A common stock, except during shareholders meetings when we maintain
the share registry for the Class A common stock.

Shareholders Meetings

Shareholders are entitled to vote on all matters at ordinary or special shareholders' meetings. The board of directors will convene an annual shareholders'
meeting at least once a year in order for shareholders:



Ordinary
shareholders' meetings may be convened at other times in order to transact other business, including to remove directors. Special shareholders' meetings are convened in order to
effect

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fundamental
changes in our structure, including to approve amendments to our by-laws. Under our by-laws, shareholders' meetings may be convened by:



Shareholders
meetings may he convened not less than 30 but not more than 60 calendar days after written notice has been mailed to shareholders. A majority of the shares entitled to be
cast constitutes
a quorum at all shareholders meetings. Our by-laws provide that holders of two-thirds of the votes entitled to be cast is required to approve:



The
affirmative vote of the holders of a majority of votes entitled to be cast is required to approve all other actions. Shareholders may vote by proxy, and the depositary will cast
proxies as directed by the holders of the ADRs.

Limitation of Officers' and Directors' Liability

In addition to voting for directors at the annual shareholder's meeting, shareholders are asked to vote upon the performance of management. Our vigilance officer,
an officer elected by the shareholders each year, delivers a report on our financial performance and other issues related to management's performance. If the holders of a majority of the votes
entitled to be cast approve management's performance, all shareholders are deemed to have released the directors and officers from claims or liability to us or our shareholders arising out of actions
taken or any failure to take actions by any of them on our behalf during the prior fiscal year, with certain exceptions. Shareholders will likely fail in
any suit brought in a Dominican court with respect to the acts or omissions deemed to have been released. Officers and directors may not be released from any claims or liability for criminal acts,
fraud, self-dealing or gross negligence. If the shareholders do not approve management's performance, the vigilance officer's report may form the basis of any suit brought by the
shareholders against our officers and directors.

Our
by-laws provides that we will indemnify any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was our director, officer, employee or agent or any of our predecessors, or
serves or served any other enterprise as a director, officer, employee or agent at our request or any of our predecessors. We are required to pay any expenses reasonably incurred by a director or
officer in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it ultimately is

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determined
that he or she is not entitled to be indemnified by us under our by-laws or otherwise. We may, by action of our board of directors, provide for the payment of such expenses
incurred by our employees and agents as it deems appropriate.

Liquidation Rights

Each shareholder is entitled to a proportionate share of any of our assets available upon dissolution after the payment of debts owed to creditors. Shareholders
are deemed to be creditors of our company to the extent of declared and unpaid dividends.

Dividends

Under Dominican law, only shareholders may authorize the declaration and payment of dividends. Shareholders are entitled to receive dividends in proportion to
their respective capital participation, subject to adjustment as provided in the by-laws. Dividends are payable only from after-tax profits, and only after we have set aside at
least 5% of our annual profits as a legal reserve (until such reserve equals 10% of paid-in capital). The by-laws provide that shareholders may only approve the declaration and
payment of dividends or distributions if the declaration or payment of such dividend or distribution would not violate any obligation, contractual or otherwise, to which we or any of our subsidiaries
are a party or by which any of them or their respective properties or operations are bound.

Voting Rights

The holders of Class A common stock and Class B stock vote together with respect to all matters. Every holder of Class A common stock is
entitled to one vote for each share of Class A common stock held and every holder of Class B stock is entitled to ten votes for each share of Class B stock held by the number of
shares of Class A common stock into which one share of Class B stock is then convertible. Under our by-laws, Class B stock may not be transferred except to permitted
transferees. Permitted transferees include



If,
despite these restrictions on transfer, a shareholder owning shares of Class B stock transferred its shares to a person or entity other than to Oleander, Motorola or a permitted transferee,
the

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shareholder
will only become entitled to one vote per share. If, with respect to any shares of Class B stock owned by Oleander and its permitted transferees, the shares of common stock owned by
Oleander and its permitted transferees constitute less than 10% of the outstanding common stock, such shares of Class B stock will entitle the holder to one vote per share. If, with respect to
any shares of Class B stock owned by Motorola and its permitted transferees. the shares of common stock owned by Motorola and its permitted transferees constitute less than 10% of the
outstanding common stock, such shares of Class B stock will entitle the holder to one vote per share. Oleander, Motorola and any permitted transferee may pledge shares of Class B stock
without reducing the number of votes to which it is entitled; provided, however, that if such shares of Class B stock are transferred to or registered in the name of the pledgee (unless the
pledgee is a permitted transferee), the number of votes to which such shares of Class B stock are entitled will be reduced until Oleander, Motorola or any of their permitted transferees either
cures any default that resulted in the transfer or registration or reacquires the shares from the pledgee.

Preemptive and Other Rights

The holders of Class A common stock and Class B stock are not entitled to preemptive or similar rights. The shares of Class A common stock
and Class B stock are not subject to redemption or a sinking fund. Under our by-laws, we are authorized to issue shares of Class B stock only in connection with a dividend or
other distribution with respect to, or a subdivision, consolidation or reclassification of, all outstanding shares of Class A common stock. In the event of any subdivision, consolidation,
reclassification or other change in the Class A common stock, the Board of Directors, in its discretion, in lieu of issuing additional shares of Class B stock, may adjust the number of
shares of Class A common stock into which the Class B stock is convertible and the number of votes to which each share of Class B stock is entitled.

Reorganization, Consolidation, Share Exchange or Merger

In the event of a reorganization, consolidation, share exchange or merger of TRICOM, each holder of outstanding shares of our stock shall be entitled to receive
for each of his shares the same kind and amount of consideration (whether consisting of cash, property or securities) to be received by each other holder of the same class of stock, if any for each of
his or her shares.

Exchange Controls

Foreign Exchange Controls

The foreign exchange system of the Dominican Republic is administered by the Central Bank. In January 1991, the Monetary Board of the Central Bank
instituted the current foreign exchange system which permits the purchase of foreign currency from commercial banks located in the Dominican Republic. Prior to January 1991, persons were
required to purchase foreign currency directly from the Central Bank. The resolution adopted by the Monetary Board in 1991 retained the Central Bank's administrative authority over the foreign
exchange system by requiring registration with and approval by the Central Bank in order to repatriate foreign currency abroad. The Monetary Board further liberalized the foreign exchange system in
September 1994, but it retained the requirement that the payment of debt obligations abroad be registered with the Central Bank. Accordingly, U.S. dollar-denominated instruments, including the
notes, must be registered as foreign debt obligations. This registration generally has been regarded as ministerial in nature, except that short-term advances for exports of goods and
services still require prior approval of the Central Bank. We cannot assure you that Dominican authorities will not change the Dominican Republic's monetary policies to restrict the exchange of
Dominican pesos for U.S. dollars.

82

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On August 20, 2002, the Monetary Board issued its first resolution, which eliminates the 4.75% commission that was required to be paid on the amounts of Dominican pesos exchanged
for foreign currency to meet payment obligations abroad.

Foreign Exchange System

The current foreign exchange system in the Dominican Republic was instituted in January 1991. Under this system, there are two primary exchange rates:



Official Rate

The official buying rate is the rate at which companies in certain strategic industries are required to surrender revenues received in foreign currency to the
Central Bank for Dominican Pesos. The strategic industries subject to this requirement include the telecommunications industry, and, as a result, we are subject to this requirement. Accordingly, every
U.S. dollar we receive as revenue must be surrendered to the Central Bank at the official rate, unless otherwise authorized by the Central Bank.

However,
pursuant to the second resolution issued March 13, 2002, the Monetary Board modified the resolution which created the mechanism to fix the exchange rate of the Central
Bank for selling and purchasing foreign currency. Currently, the official rate will be a weighted average of the private
market rates quoted by the commercial banks and the exchange agents for the immediately preceding day.

Private Market Rate

The private market rate is the rate at which we purchase the foreign currency we need to pay foreign suppliers or otherwise to meet our obligations abroad.
According to current regulations, all purchases of foreign currency from private commercial banks must be reported daily to the Central Bank. This requirement permits the Central Bank to collect and
maintain statistics on the private market rate but does not give the Central Bank direct control over the private market rate. The Central Bank publishes a weighted average private market rate on a
weekly basis.

Foreign Investment

The Dominican Republic once restricted the repatriation of foreign direct investments in certain sectors of the economy, including the telecommunications sector.
In December 1995, the Dominican government enacted Law No. 16-95 on foreign investment, which, among other things, permitted foreigners to make direct investments in the
telecommunications sector and to repatriate funds from such investments. The foreign investment law requires that foreigners register their investment with the Central Bank in order to exchange
Dominican pesos for foreign currency.

The
foreign investment law expanded the definition of direct foreign investment to include investments in debt instruments. Prior to the enactment of the foreign investment law, the
Dominican government only treated equity investments as direct foreign investments. As a result, the principal of and interest on debt instruments could be repatriated so long as the obligor adhered
to the requirements of the Law on the International Transfer of Funds and the regulations and resolutions promulgated under the law. The foreign investment law brings "financial instruments" within
its purview, establishing that foreign investments could take the form of those financial instruments that the Monetary Board categorizes as foreign investments. However, the Monetary Board has yet to

83

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identify
which "financial instruments" could become registered as a foreign investment. We have been advised by our Dominican counsel, Pellerano & Herrera, that "financial instruments" as
contemplated by the foreign investment law are Dominican peso-dominated instruments issued to foreign investors in the Dominican Republic.

Taxation

The following discussion summarizes the principal Dominican Republic income tax consequences of an investment in the ADRs, ADSs or shares of Class A common
stock by a person who is neither domiciled in nor a resident of the Dominican Republic for tax purposes and who holds such ADRs, ADSs or shares of Class A common stock for investment purposes
and not for purposes of a trade or business.

Cash
dividends and other distributions paid by us with respect to ADSs or shares of Class A common stock held by any holder could be subject to a 25% withholding tax, which would
be required to be withheld by us and paid to the Dominican tax administration at the time a cash dividend or other distribution is paid. Such tax withheld may not be a creditable foreign tax in
determining the U.S. tax liability of such holder.

Under
the principles of territoriality underlying the Dominican constitution, gain from the sale or exchange of ADRs evidencing the ADSs by a foreign holder outside of the Dominican
Republic would not he subject to taxation by the Dominican tax authority.

The
Dominican government requires payment of capital gains tax on gain recognized on the sale or exchange in the Dominican Republic of shares of Class A common stock (as
distinguished from sales or exchanges of ADSs). The capital gains tax was instituted in the Dominican Republic in 1992 and was later modified by regulations in 1998 as part of major tax reform
legislation. Under present law, the capital gains tax rate is identical to the regular income tax rate of the person or entity that earned such gain; there is no preferential rate. Thus, a corporation
selling shares of Class A common stock in the Dominican Republic would be required to pay the corporate income tax of 25% on any gain from a sale or exchange of such shares. An individual, also
would have to pay income tax at the applicable individual rate, as set forth below, on gain from the sale of shares of Class A common stock in the Dominican Republic. The individual income tax
rates applicable, in the Dominican Republic since January 1, 2002 are as follows:

If Taxable Income is:

The Tax is:Not over RD$125,256.00

0Over RD$125,256.01 but not over RD$208,760.00

15% of taxable income over RD$125,526.01Over RD$208,760.01 but not over RD$313,140.01

RD$12,526.00 plus 20% of the excess over RD$208,760.01Over RD$313,140.01

RD$33,402 plus 25% of the excess over RD$313,140.01


The
amount of gain on which the capital gains tax is assessed is equal to the sale or transfer price (i.e., amount realized on the sale or transfer) minus the acquisition price, adjusted
for inflation. Regulations for the application of the Dominican Tax Code clarify how the tax basis is to be calculated and also provide how the inflation adjustment is to be applied.

There
is no income tax treaty in force between the Dominican Republic and the United States.

There
are no Dominican inheritance or succession taxes applicable to the ownership, transfer or disposition of ADSs by a foreign holder not domiciled in the Dominican Republic at the
moment of death. It is unclear whether Dominican gift taxes would apply to the transfer or other disposition by

84

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gift
of shares of Class A common stock by a non-resident foreign holder; however, ADSs or ADRs are not subject to Dominican gift taxes. There are no Dominican stamp, issue,
registration or similar taxes or duties payable by holders of ADSs or shares of Class A common stock.

ITEM 11. QUANTiTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about market risks to certain financial instruments includes "forward-looking" statements that involve risks and uncertainties. Actual
results could differ materially from those projected in the forward-looking statements.

We
are exposed to market risks from adverse changes in interest rates and foreign exchange rates. We do not hold or issue financial instruments for trading purposes.

Interest Rate Risks

Our interest expense is sensitive to changes in the general level of interest rates in the United States and in the Dominican Republic. At December 31,
2002, we had outstanding $200 million aggregate principal amount of notes. The notes bear interest at fixed rate of 113/8% per annum and mature in the year 2004. The fair value
of the notes was approximately $110 million at December 31, 2002. The notes are U.S. dollar denominated.

Our
primary exposure to market risk for changes in interest rates relates to our borrowings from Dominican banks. Primary exposure is based on the potential of interest rate variation,
not on exposure to changes in fair market value of our long-term debt. At December 31, 2002, we had $267.6 million outstanding of short-term and
long-term borrowings, other than our notes but including trade finance, of which $246.9 million was U.S. dollar denominated, and the remaining $20.7 million was Dominican
peso denominated. Of the $246.9 million of U.S. dollar dominated debt, $40.0 million was borrowed from Dominican banks, $47.5 million was commercial paper outstanding issued in
Dominican markets, while the remaining $159.4 million was borrowed from international banks, including branches in the Dominican Republic. Of the total $467.6 million outstanding,
$446.7 million had fixed interest rates, while the remaining $20.9 million had variable interest rates. At December 31, 2002, our short-term and long-term
U.S. dollar denominated borrowings and commercial paper bore interest at rates ranging from 4.50% per annum to 14.93% per annum. At December 31, 2002, our short-term and
long-term Dominican peso denominated borrowings and commercial paper bore interest at rates ranging from 18% per annum to 32% per annum. A 10% increase in the average rate for our variable
rate debt would have increased our loss for the year ended December 31, 2002 by approximately $365,000.

Foreign Exchange Risks

We are subject to currency exchange risks. In 2002, we generated revenues of $87.8 million in U.S. dollars and $170.2 million in Dominican pesos. In
addition, at December 31, 2002, we had $246.9 million of U.S. dollar-denominated debt outstanding, excluding the $200.0 million principal amount of the notes.

The
impact of changes in foreign exchange rates is determined by measuring the effect of percentage changes in the range of rates during the year for our Dominican peso denominated
assets and liabilities. The model reflects the weighted average change in exchange rates as resulting in the same percentage change in foreign exchange gains or losses.

Dominican
foreign exchange regulations require us and other telecommunications companies to convert all U.S. dollar revenues into Dominican pesos at the official exchange rate, and to
purchase US dollars at the private market exchange rate. Although regulations now provide that the official exchange rate fluctuates and will be tied to the private market rate, the official exchange
rate tends to be lower than the private market rate. During 2002, the average official exchange buying rate was

85

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RD$17.45
per $1.00 while the average private market rate was RD$18.60 per $1.00. For most of 2002, the Central Bank maintained the average official exchange buying rate at RD$17.56 per $1.00.

Our
functional currency is the U.S. dollar and, as a result, we must translate the value of Dominican peso-denominated assets into U.S. dollars when compiling our financial
statements. This translation can create foreign exchange gains or losses depending upon fluctuations in the relative value of the Dominican peso against the U.S. dollar. In 2002, we recognized an
approximate $2.9 million foreign exchange gain. If the Dominican peso had devalued by an additional 10% against the U.S. dollar on average in the year ended December 31, 2002, then we
would have realized an additional foreign exchange gain of approximately $29,000.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, we carried out under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer an evaluation of the effectiveness of our disclosure controls and procedures and concluded that those controls and procedures were
effective.

There
has been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date the controls were evaluated.

ITEM 16. [RESERVED]

PART III.

ITEM 17. FINANCIAL STATEMENTS

Not Applicable.

ITEM 18. FINANCIAL STATEMENTS

The following consolidated financial statements are filed as part of this Annual Report on Form 20-F



86

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ITEM 19. EXHIBITS

|Exhibit Number |  |                                                                                                                                                                                                                                                                                                                
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            |  | Amended and Restated By-laws of TRICOM, S.A. with English translation thereof (incorporated by reference to Exhibit 3 to our Amendment No. 1 of the Registration Statement on Form F-1, filed on May 1, 1998 (file no.
333-08574)).                                                                            
|2.1            |  | Indenture, dated August 21, 1997, between The Bank of New York, as trustee, and TRICOM, S.A. (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-4, filed on December 29, 1997 (file no.
08150)).                                                                                
|2.2            |  | Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Amendment No. 1 to Registration Statement on Form F-1, filed on May 1, 1998 (file no. 333-08574)).                                                                                                                   
|2.3            |  | Form of American Depositary Receipt (included as part of Exhibit 2.4) (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form F-1, filed on April 2, 1998 (file no. 333-08574)).                                                                                                       
|2.4            |  | Form of Deposit Agreement between The Bank of New York, TRICOM, S.A. and owners and holders of American Depositary Receipts (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1, filed on
April 2, 1998 (file no. 333-08574)).                                                 
|4.1            |  | IDEN® Infrastructure Supply Agreement, dated July 31, 2000, between Motorola, Inc. and Tricom Latinoamerica, S.A. (incorporated by reference to Exhibit 4.1 to our Annual report on Form 20-F/A, filed on November 21,
2001 (file no. 14816)).                                                                 
|4.2            |  | Concession Agreement, dated February 20, 1996, between the Dominican State and TRICOM, S.A. (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-4, filed on December 29, 1997 (file no.
333-08150)).                                                                            
|4.3            |  | Concession Agreement, dated April 30, 1990, between the Dominican State and TRICOM, S.A. (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-4, filed on December 29, 1997 (file no.
333-08150)).                                                                               
|4.4            |  | Interconnection Agreement, dated May 17, 1994, between Compania Dominicana de Telefonos, C. por A. (Codetel) and TRICOM, S.A. (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-4, filed on
December 29, 1997 (file no. 333-08150)).                                          
|4.5            |  | Addendum to Interconnection Agreement, dated January 2, 1998, between Codetel and TRICOM, S.A. (incorporated by reference to Exhibit 10.4 to our Amendment No. 1 to Registration Statement on Form F-1, filed on May 1, 1998
(file no. 333-08574)).                                                            
|4.6            |  | Amended and Restated Shareholders Agreement among TRICOM, S.A., Motorola, Inc. and Oleander Holding, Inc. (incorporated by reference to Exhibit 10.7 to our Amendment No. 1 to Registration Statement on Form F-1, filed on
May 1, 1998 (file no. 333-08574)).                                                 
|4.7            |  | 1998 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 to our Amendment No. 1 to Registration Statement on Form F-1, filed on May 1, 1998 (file no. 333-08574)).                                                                                                                            
|4.8            |  | The Guaranty, dated August 21, 1997, issued by each of TRICOM's subsidiaries in favor of the holders of 113/8% notes due 2004 under the Indenture, dated August 21, 1997 (incorporated by reference
to Exhibit 4.2 to our Registration Statement on Form F-4, filed on December 29, 1997 (file no. 333-08150)).
|               |  |                                                                                                                                                                                                                                                                                                                

87

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|4.9  |  | Dealer Manager Agreement, dated December 18, 2002, among TRICOM, S.A., the guarantors named therein and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 1.1 to our Amendment No. 1 to Registration
Statement on Form F-4, filed on March 20, 2003 (file no. 333-101922)).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.1  |  | List of Subsidiaries.                                                                                                                                                                                                                                                                   
|12.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                     
|12.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                     
|13.1 |  | Certification by Chief Executive Officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.                                                                                                                         
|13.2 |  | Certification by Chief Financial Officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.                                                                                                                         

88

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TRICOM, S.A. AND SUBSIDIARIES  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                     |  | Page
|---------------------------------------------------------------------------------------------------- |  | ----
|Independent Auditors' Report                                                                         |  | F-2 
|Consolidated Balance Sheets at December 31, 2001 and 2002                                            |  | F-3 
|Consolidated Statements of Operations for the Years Ended December 31, 2000, 2001 and 2002           |  | F-4 
|Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2000, 2001 and 2002 |  | F-5 
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 2001 and 2002           |  | F-6 
|Notes to Consolidated Financial Statements                                                           |  | F-7 

F-1

---





INDEPENDENT AUDITORS' REPORT

To
the Board of Directors and Stockholders of TRICOM, S.A.:

We
have audited the accompanying consolidated balance sheets of TRICOM, S. A. and subsidiaries as of December 31, 2001 and 2002 and the related consolidated statements of
operations, stockholders' equity and comprehensive income and cash flows for each of the years in the three year-period ended December 31, 2002. These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TRICOM, S. A. and subsidiaries as of
December 31, 2001 and 2002 and the results of their operations and their cash flows for each of the years in the three year-period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.

The
accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. As discussed in notes 3 and 20 to the
financial statements, the Company has suffered recurring losses from operations and is involved in pending legal actions with telecommunication companies in Panama that have delayed its penetration in
that market. These situations raise substantial doubt about its ability to continue as a going concern. Management plans in regard to these matters are also described in note 3. The
accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As
explained in notes 3 and 20 to the consolidated financial statements, the Company's operations in Panama are pending the final authorization from the regulators for the
interconnection of its digital trunking system to the Panamanian main network. Such authorization has been challenged by the competition and, as of the date of this report, is pending final resolution
by the Panamanian Courts. The feasibility if the Company's operations in Panama are dependent on the favorable resolution of these issues by the Supreme Court of Panama.

As
discussed in note 26 to the consolidated financial statements, effective July 1, 2001 the Company adopted the provisions of Statement of Financial Accounting Standards
(SFAS) No. 141, "Business Combinations," and certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," as required for goodwill and intangible assets resulting from
business combinations consummated after June 30, 2001.

As
described in note 6 to the accompanying consolidated financial statements, the Company maintains balances and makes significant transactions with related parties.

|Santo Domingo, Dominican Republic
April 25, 2003 |  | KPMGMember Firm of KPMG International
|------------------------------------------------ |  | -------------------------------------

F-2

---





TRICOM, S.A. AND SUBSIDIARIES        Consolidated Balance Sheets

|                                                                         |                                                                                                                                                        | At December 31,                   |                         
|------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------- | ------------------------
|
|Assets                                                                   |                                                                                                                                                        |                                   |                         
|Current assets:                                                          |                                                                                                                                                        |                                   |                         
|                                                                         | Cash on hand and in banks (note 6)                                                                                                                     |                                   | $                       
|                                                                         | Accounts receivable (notes 5, 6 and 21):                                                                                                               |                                   |                         
|                                                                         |                                                                                                                                                        | Customers                         |                         
|                                                                         |                                                                                                                                                        | Carriers                          |                         
|                                                                         |                                                                                                                                                        | Related parties                   |                         
|                                                                         |                                                                                                                                                        | Officers and employees            |                         
|                                                                         |                                                                                                                                                        | Other                             |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        |                                   | 38,595,654              
|                                                                         |                                                                                                                                                        | Allowance for doubtful accounts   |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        |                                   | Accounts receivable, net
|                                                                         | Inventories, net of allowance of $286,162 in 2001 and $706,304 in 2002                                                                                 |                                   |                         
|                                                                         | Certificates of deposit (notes 6, 7 and 11)                                                                                                            |                                   |                         
|                                                                         | Prepaid expenses (note 6)                                                                                                                              |                                   |                         
|                                                                         | Deferred income taxes (note 18)                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        | Total current assets              |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|Mortgage participation contracts (note 8)                                |                                                                                                                                                        |                                   | 3,968,711               
|Property and equipment, net (notes 4, 6, 9, 13, 15 and 29)               |                                                                                                                                                        |                                   | 685,916,632             
|Intangible assets (note 9)                                               |                                                                                                                                                        |                                   | 12,135,877              
|Goodwill, net of amortization (note 9)                                   |                                                                                                                                                        |                                   | 24,375,646              
|Other assets at cost, net of amortization (notes 6 and 10)               |                                                                                                                                                        |                                   | 26,214,053              
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        | $                                 | 829,414,626             
|                                                                         |                                                                                                                                                        |                                   |                         
|Liabilities and Stockholders' Equity                                     |                                                                                                                                                        |                                   |                         
|Current liabilities:                                                     |                                                                                                                                                        |                                   |                         
|                                                                         | Notes payable (notes 6, 11, 12 and 15):                                                                                                                |                                   |                         
|                                                                         |                                                                                                                                                        | Borrowed fundsbanks              |                         
|                                                                         |                                                                                                                                                        | Borrowed fundsrelated parties    |                         
|                                                                         |                                                                                                                                                        | Commercial paper                  |                         
|                                                                         |                                                                                                                                                        | Current portion of long-term debt |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        |                                   | 173,684,455             
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         | Current portion of capital leasesrelated party (notes 6 and 13)                                                                                       |                                   |                         
|                                                                         | Accounts payable (note 6):                                                                                                                             |                                   |                         
|                                                                         |                                                                                                                                                        | Carriers                          |                         
|                                                                         |                                                                                                                                                        | Related parties                   |                         
|                                                                         |                                                                                                                                                        | Suppliers                         |                         
|                                                                         |                                                                                                                                                        | Other                             |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        |                                   | 37,126,064              
|                                                                         | Interest payable (note 6)                                                                                                                              |                                   |                         
|                                                                         | Other liabilities (note 14)                                                                                                                            |                                   |                         
|                                                                         | Accrued expenses                                                                                                                                       |                                   |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        | Total current liabilities         |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|Reserve for severance indemnities (note 9)                               |                                                                                                                                                        |                                   | 1,639,718               
|Deferred income taxes (note 18)                                          |                                                                                                                                                        |                                   | 2,172,814               
|Commercial paper (note 12)                                               |                                                                                                                                                        |                                   | 1,153,759               
|Capital leases, excluding current portionrelated party (notes 6 and 13) |                                                                                                                                                        |                                   | 11,213,000              
|Long-term debt, excluding current portion (notes 6 and 15)               |                                                                                                                                                        |                                   | 305,459,748             
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        | Total liabilities                 |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|Minority interest                                                        |                                                                                                                                                        |                                   | 1,870,833               
|Shareholders' equity (notes 16, 22 and 23):                              |                                                                                                                                                        |                                   |                         
|                                                                         | Class A common stock, par value RD$10: Authorized 55,000,000 shares; issued 24,245,920 shares at December 31, 2001 and 45,458,131 at December 31, 2002 |                                   |                         
|                                                                         | Class B stock, par value RD$10: Authorized 25,000,000 shares; issued 19,144,544 shares                                                                 |                                   |                         
|                                                                         | Additional paid-in-capital                                                                                                                             |                                   |                         
|                                                                         | Retained earnings (loss)                                                                                                                               |                                   |                         
|                                                                         | Other comprehensive income-foreign currency translation (note 2.3)                                                                                     |                                   |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        | Shareholders' equity, net         |                         
|                                                                         | Commitments and contingencies (notes 3, 6, 13, 15, 18, 19, 20, 21 and 23)                                                                              |                                   |                         
|                                                                         |                                                                                                                                                        |                                   |                         
|                                                                         |                                                                                                                                                        | $                                 | 829,414,626             
|                                                                         |                                                                                                                                                        |                                   |                         

See accompanying notes to consolidated financial statements.

F-3

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TRICOM, S.A. AND SUBSIDIARIES        Consolidated Statements of Operations

|                                                                                                  |                                                                                                                                                                                          | Year Ended December 31,                                                             |          
|------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ---------
|
|Operating revenues (note 6):                                                                      |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  | Toll revenues                                                                                                                                                                            |                                                                                     | $        
|                                                                                                  | International revenues                                                                                                                                                                   |                                                                                     |          
|                                                                                                  | Local service                                                                                                                                                                            |                                                                                     |          
|                                                                                                  | Cellular and PCS                                                                                                                                                                         |                                                                                     |          
|                                                                                                  | Data and Internet                                                                                                                                                                        |                                                                                     |          
|                                                                                                  | Paging                                                                                                                                                                                   |                                                                                     |          
|                                                                                                  | Sale of equipment                                                                                                                                                                        |                                                                                     |          
|                                                                                                  | Installation and activation fees                                                                                                                                                         |                                                                                     |          
|                                                                                                  | Cable                                                                                                                                                                                    |                                                                                     |          
|                                                                                                  | Other                                                                                                                                                                                    |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          | Total operating revenues                                                            |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|Operating costs:                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  | Transport and access charges (depreciation not included) (note 20)                                                                                                                       |                                                                                     |          
|                                                                                                  | Programming costs (depreciation not included) (note 20)                                                                                                                                  |                                                                                     |          
|                                                                                                  | Impairment charge on long-lived assets (note 29)                                                                                                                                         |                                                                                     |          
|                                                                                                  | Impairment of goodwill and other intangible assets (note 9)                                                                                                                              |                                                                                     |          
|                                                                                                  | Network depreciation                                                                                                                                                                     |                                                                                     |          
|                                                                                                  | Expense in lieu of income taxes (note 17)                                                                                                                                                |                                                                                     |          
|                                                                                                  | Selling, general and administrative expenses, including depreciation charges of $6,823,574, $9,922,008 and $12,959,297 in 2000, 2001 and 2002, respectively (notes 6, 10, 19, 20 and 23) |                                                                                     |          
|                                                                                                  | Cost of equipment sold                                                                                                                                                                   |                                                                                     |          
|                                                                                                  | Other                                                                                                                                                                                    |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          | Total operating costs                                                               |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          | Operating income (loss)                                                             |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|Other income (expenses) (notes 6 and 10):                                                         |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  | Interest expense                                                                                                                                                                         |                                                                                     |          
|                                                                                                  | Interest income                                                                                                                                                                          |                                                                                     |          
|                                                                                                  | Foreign currency exchange gain (loss)                                                                                                                                                    |                                                                                     |          
|                                                                                                  | Gain (loss) on sale of fixed assets, net                                                                                                                                                 |                                                                                     |          
|                                                                                                  | Other, net                                                                                                                                                                               |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          | Other expenses, net                                                                 |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|Earnings (loss) before income taxes, minority interest and cumulative effect of accounting change |                                                                                                                                                                                          |                                                                                     | 9,815,541
|Income taxes (note 18)                                                                            |                                                                                                                                                                                          |                                                                                     | (588,377 
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          | Earnings (loss) before minority interest and cumulative effect of accounting change |          
|Minority interest                                                                                 |                                                                                                                                                                                          |                                                                                     |         
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          | Earnings (loss) before cumulative effect of accounting change                       |          
|Cumulative effect of accounting change:                                                           |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  | Installation and activation revenues (note 14)                                                                                                                                           |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          | Net loss                                                                            |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|Earnings (loss) per common sharebasic and diluted                                                |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  | Earnings before cumulative effect of accounting change                                                                                                                                   |                                                                                     |          
|                                                                                                  | Cumulative effect of accounting change                                                                                                                                                   |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          | Net loss per common sharebasic and diluted                                         |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|Average number of common shares used in calculation:                                              |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  | Basic                                                                                                                                                                                    |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          
|                                                                                                  | Diluted                                                                                                                                                                                  |                                                                                     |          
|                                                                                                  |                                                                                                                                                                                          |                                                                                     |          

See accompanying notes to consolidated financial statements.

F-4

---





TRICOM, S.A. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 2000, 2001 and 2002

|                                                                                 |  | Number of Common Shares Issued |  | Common Stock |  |   |            | Retained Earnings |   | Other
Comprehensive
Income-Foreign |  |   |            
|-------------------------------------------------------------------------------- |  | ------------------------------ |  | ------------ |  | - | ---------- | ----------------- | - | ---------------------------------- |  | - | -----------
|
|Balance at December 31, 1999                                                     |  | 5,700,000                      |  | 19,144,544   |  |   | 3,750,000  |                   |   | 12,595,095                         |  |   | 94,288,852 
|Issuance of common shares, net of issue cost of $6,852,774 (note 16)             |  | 4,000,000                      |  |             |  |   | 2,460,025  |                   |   |                                   |  |   | 64,687,201 
|Stock-based compensation to non-employees (note 23)                              |  |                               |  |             |  |   |           |                   |   |                                   |  |   | 1,005,755  
|Net loss                                                                         |  |                               |  |             |  |   |           |                   |   |                                   |  |   |           
|                                                                                 |  |                                |  |              |  |   |            |                   |   |                                    |  |   |            
|Balance at December 31, 2000                                                     |  | 9,700,000                      |  | 19,144,544   |  |   | 6,210,025  |                   |   | 12,595,095                         |  |   | 159,981,808
|Issuance of common shares in payment of company acquisition (notes 9, 16 and 27) |  | 3,375,000                      |  |             |  |   | 1,991,250  |                   |   |                                   |  |   | 19,676,250 
|Issuance of common shares, net of issue cost of $1,331,096 (note 16)             |  | 11,170,920                     |  |             |  |   | 6,551,859  |                   |   |                                   |  |   | 36,801,108 
|Stock-based compensation to non-employees (note 23)                              |  |                               |  |             |  |   |           |                   |   |                                   |  |   | 830,854    
|Net loss                                                                         |  |                               |  |             |  |   |           |                   |   |                                   |  |   |           
|                                                                                 |  |                                |  |              |  |   |            |                   |   |                                    |  |   |            
|Balance at December 31, 2001                                                     |  | 24,245,920                     |  | 19,144,544   |  | $ | 14,753,134 |                   | $ | 12,595,095                         |  | $ | 217,290,020
|Issuance of common shares, Net of issue cost of $1,594,921 (note 16)             |  | 21,212,211                     |  |             |  |   | 10,198,135 |                   |   |                                   |  |   | 58,206,944 
|Net loss                                                                         |  |                               |  |             |  |   |           |                   |   |                                   |  |   |           
|                                                                                 |  |                                |  |              |  |   |            |                   |   |                                    |  |   |            
|Balance at December 31, 2002                                                     |  | 45,458,131                     |  | 19,144,544   |  | $ | 24,951,269 |                   | $ | 12,595,095                         |  | $ | 275,496,964
|                                                                                 |  |                                |  |              |  |   |            |                   |   |                                    |  |   |            

See accompanying notes to consolidated financial statements.

F-5

---



TRICOM, S.A. AND SUBSIDIARIES  Consolidated Statements of Cash Flows

|                                                         |                                                                                 | Year Ended December 31,                                                          |                                      
|-------------------------------------------------------- | ------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | -------------------------------------
|
|Cash flows provided by operating activities:             |                                                                                 |                                                                                  |                                      
|                                                         | Net loss                                                                        |                                                                                  | $                                    
|                                                         | Adjustments to reconcile net loss to net cash provided by operating activities: |                                                                                  |                                      
|                                                         |                                                                                 | Depreciation                                                                     |                                      
|                                                         |                                                                                 | Impairment charge of long-lived asset, intangible assets and goodwill            |                                      
|                                                         |                                                                                 | Amortization of debt issue cost                                                  |                                      
|                                                         |                                                                                 | Allowance for doubtful accounts                                                  |                                      
|                                                         |                                                                                 | Amortization of radio frequency rights                                           |                                      
|                                                         |                                                                                 | Goodwill amortization                                                            |                                      
|                                                         |                                                                                 | Allowance for obsolescence of equipment pending installation                     |                                      
|                                                         |                                                                                 | Amortization of deferred cellular equipment costs                                |                                      
|                                                         |                                                                                 | Provision for inventory obsolescence                                             |                                      
|                                                         |                                                                                 | Expenses for severance indemnities                                               |                                      
|                                                         |                                                                                 | Cumulative effect of accounting change in installations and activations revenues |                                      
|                                                         |                                                                                 | Deferred income tax, net                                                         |                                      
|                                                         |                                                                                 | Value of consulting services received in exchange for stock warrants             |                                      
|                                                         |                                                                                 | Minority interest                                                                |                                      
|                                                         |                                                                                 | Loss (gain) on sale of fixed assets, net                                         |                                      
|                                                         |                                                                                 | Gain on sale of assets                                                           |                                      
|                                                         |                                                                                 | Net changes in assets and liabilities:                                           |                                      
|                                                         |                                                                                 |                                                                                  | Accounts receivable                  
|                                                         |                                                                                 |                                                                                  | Inventories                          
|                                                         |                                                                                 |                                                                                  | Prepaid expenses                     
|                                                         |                                                                                 |                                                                                  | Long-term accounts receivable        
|                                                         |                                                                                 |                                                                                  | Other assets                         
|                                                         |                                                                                 |                                                                                  | Accounts payable                     
|                                                         |                                                                                 |                                                                                  | Interest payable                     
|                                                         |                                                                                 |                                                                                  | Other liabilities                    
|                                                         |                                                                                 |                                                                                  | Accrued expenses                     
|                                                         |                                                                                 |                                                                                  | Reserve for severance indemnities    
|                                                         |                                                                                 |                                                                                  |                                      
|                                                         |                                                                                 |                                                                                  |                                      
|                                                         |                                                                                 |                                                                                  |                                      
|Net cash provided by operating activities                |                                                                                 |                                                                                  | 42,339,034                           
|                                                         |                                                                                 |                                                                                  |                                      
|Cash flows from investing activities (notes 9 and 27):   |                                                                                 |                                                                                  |                                      
|                                                         |                                                                                 | Cancellation (acquisition) of investments                                        |                                      
|                                                         |                                                                                 | Proceeds from sale of fixed assets                                               |                                      
|                                                         |                                                                                 | Business acquisitions, net of cash acquired                                      |                                      
|                                                         |                                                                                 | Acquisition of property and equipment                                            |                                      
|                                                         |                                                                                 |                                                                                  |                                      
|                                                         |                                                                                 |                                                                                  | Net cash used in investing activities
|                                                         |                                                                                 |                                                                                  |                                      
|Cash flows from financing activities (notes 9 and 27):   |                                                                                 |                                                                                  |                                      
|                                                         | Borrowed funds from banks                                                       |                                                                                  |                                      
|                                                         | Principal payments to banks                                                     |                                                                                  |                                      
|                                                         | Proceeds from issuance of commercial paper                                      |                                                                                  |                                      
|                                                         | Borrowed funds from related parties                                             |                                                                                  |                                      
|                                                         | Principal payments to related parties                                           |                                                                                  |                                      
|                                                         | Capital lease payments                                                          |                                                                                  |                                      
|                                                         | Payments of long-term debt                                                      |                                                                                  |                                      
|                                                         | Proceeds from issuance of long-term debt                                        |                                                                                  |                                      
|                                                         | Issuance of common stock                                                        |                                                                                  |                                      
|                                                         |                                                                                 |                                                                                  |                                      
|                                                         |                                                                                 | Net cash provided by financing activities                                        |                                      
|Net increase (decrease) in cash and on hand and in banks |                                                                                 |                                                                                  | 4,739,986                            
|Cash on hand and in banks at beginning of the year       |                                                                                 |                                                                                  | 13,459,566                           
|                                                         |                                                                                 |                                                                                  |                                      
|Cash on hand and in banks at the end of the year         |                                                                                 | $                                                                                | 18,199,552                           
|                                                         |                                                                                 |                                                                                  |                                      
|Supplementary information:                               |                                                                                 |                                                                                  |                                      
|                                                         | Interest paid (net of capitalization)                                           |                                                                                  |                                      
|Expense in lieu of income taxes and income taxes paid    |                                                                                 |                                                                                  | (12,728,693                          
|                                                         | Capital lease obligation incurred                                               |                                                                                  | $                                    
|                                                         |                                                                                 |                                                                                  |                                      

See accompanying notes to consolidated financial statements

F-6

---





TRICOM, S.A. AND SUBSIDIARIES        Notes to Consolidated Financial Statements        December 31, 2001 and 2002

1      Organization and nature of business

The consolidated financial statements of TRICOM, S. A. (the Company) include operations of the following companies engaged in the telecommunications and cable
broadcasting industry, with operations in the Dominican Republic, New York, U.S.A. and the Republic of Panama:



TRICOM,
S. A. (TRICOM or the Company) is a diversified telecommunications company, which provides international and domestic long distance, basic local service, mobile, Internet and
broadband services in the Dominican Republic and long distance service through subsidiaries in the United States.

The
Company's operations in the Dominican Republic are governed by the Telecommunications Law (Law No.153-98) and by a Concession Agreement signed with the Dominican
Government and ratified by the National Congress on April 30, 1990. This agreement is for an initial term of 20 years through June 30, 2010, subject to renewal for an additional
20-year term. Law No. 153-98 establishes a basic framework to regulate the installation, maintenance
and operation of telecommunications networks and the provision of telecommunications services and equipment. The law adopted the "Universal Services Principle" by guaranteeing access to
telecommunications services at affordable prices in low-income rural and urban areas. The law creates a fund for the development of the telecommunications sectors that is supported by a 2%
tax on industry participants' billings of all telecommunications services.

TRICOM
USA, Inc. (TRICOM USA) is a Company organized under the laws of Delaware and authorized by the United States Federal Communications Commission (FCC) to operate as a
facilities-based long distance carrier in the United States.

TRICOM
Latinoamérica, S. A. is a company organized under the laws of the Cayman Islands on May 12, 2000. The activity of this company is to act as the holding
company of the Company's telecommunications operations in Central America and the Caribbean.

TCN
Dominicana, S. A. is a company organized on September 13, 2001 under the laws of the Dominican Republic, and engaged in the operation of three cable television systems and
networks in the Dominican Republic.

2      Summary of significant accounting policies

2.1   Principles of consolidation

The accompanying consolidated financial statements include the accounts of TRICOM, S. A. (Parent Company) and its majority owned subsidiaries. All significant
inter-company accounts and transactions have been eliminated in consolidation.

F-7

---



2.2   Use of estimates

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
The preparation of consolidated financial statements in conformity with these principles requires management to make a number of estimates and assumptions relating to the reported amounts of assets
and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period.
Significant items subject to such estimates and assumptions include: the carrying amount of property, plant and equipment, valuation allowances for receivables, inventories, intangible assets and
deferred income tax assets. Actual results could differ from those estimates.

2.3   Foreign currencies

The Company's functional currency is the US dollar. Monetary assets and liabilities denominated in other currencies are translated to US dollars at the exchange
rate prevailing at the date of the financial statements. The exchange differences resulting from this conversion are charged or credited to foreign currency exchange gains or losses in the
accompanying consolidated statements of operations. The transactions expressed in other currencies are translated at the exchange rate prevailing at the time the transaction takes place.

Subsidiaries
whose functional currency is other than the US dollar are translated following the guidelines in SFAS 52. Accordingly, assets and liabilities are translated to US dollars at
the exchange rate prevailing at the date of the consolidated financial statements. Revenues and expenses are translated at the average exchange rate at the end of each month. Foreign exchange
differences arising from transactions in other currencies are charged or credited to operations, while translation differences arising from the conversion of the financial statements in other
currencies are recognized as comprehensive income or expense in stockholders' equity.

As
of December 31, 2001 and 2002, the rates used by the Company to translate Dominican peso denominated accounts were RD$17.05 and RD$22.50 per one US dollar, respectively.
Panamanian Balboas (B/.) were at par with the US dollar.

2.4   Cash and cash equivalents

For the purpose of the statements of cash flows, the Company considers as cash and cash equivalents all cash on hand, cash in banks, time deposits and highly
liquid debt instruments with original maturities at the time of purchase of three months or less.

2.5   Allowance for doubtful accounts

The allowance for doubtful accounts receivable is established through a charge to an expense account. The Company, after analyzing current market trends and
collection history of its receivable portfolio has estimated that customers receivable balances over 90 days past due are uncollectible and are therefore reserved.

2.6   Inventories

Inventories are valued at the lower of average cost or market.

F-8

---



2.7   Property, plant and equipment

Property, plant and equipment are carried at cost. Construction costs and equipment installations in process are maintained as construction projects until they
are completed and/or equipment is placed in service. Depreciation is recorded from the first full month that the assets are placed in service. Property and plant related to cable television operations
are carried at cost and include all direct costs and certain indirect costs associated with the construction of cable television transmission and distribution systems and new subscriber installations.

2.8   Depreciation and amortization

The depreciation method used by the Company is the straight-line method, that is, the uniform distribution of cost over the estimated useful lives of
the corresponding assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the improvement.

The
estimated useful lives of assets are as follows:

YearsBuildings and improvements

50Furniture, equipment and transportation equipment

3-15Leasehold improvements

5-10Communications and transmission equipment

15Computer equipment

6.67Other equipment

5-10


2.9   Other assets

Deferred debt issue costs and bank debt are amortized over the debt service period of the related debt.

Radio
frequency rights are amortized on a straight-line basis over their useful lives, which range from 15 to 20 years.

Deferred
commissions on prepaid calling cards are recognized when the deferred revenues are recorded. Commission expenses on sales of calling cards outside of the Dominican Republic are
recognized based on the minutes used. Commission expense on sales of calling cards within the Dominican Republic is recorded when collection of outstanding invoices to distributors and/or wholesalers
is made.

Cellular
service plans that include the price of the telephone equipment generate deferred assets for the net cost of the equipment, which is amortized over the minimal contract period
of 18 months from the month following the delivery of equipment.

2.10 Severance indemnities

According to the Labor Code of the Dominican Republic, employers are required to pay severance indemnities to those workers whose labor contracts are terminated
without just cause. Just cause is defined in the Labor Code as including misstatements by an employee in his job application, termination within three months of employment for poor performance,
dishonesty, threats of violence,

F-9

---



willful
or negligent destruction of property, unexcused absences or termination of the job for which the employee was hired. The Company maintains a minimal reserve to cover severance indemnities
based on its experience. At December 31, 2001 and 2002, the liability for severance indemnities was $1,639,718 and $675,742, which relates primarily to the obligations assumed in connection
with the Company's acquisition in 2001 of TCN Dominicana, S. A.

2.11 Revenue recognition

Toll revenues

Toll revenues are amounts received by the Company from customers in the Dominican Republic for international and domestic long distance calls. These revenues are
recognised as the calls are made.

International revenues

International revenues represent amounts due from telecommunications carriers for calls (based on minutes) originated outside the Dominican Republic, which
terminate into the Company's Dominican network under operating agreements between the Company and each of such carriers. These revenues are recognised as the minutes are provided.

Prepaid calling card revenues

The Company recognises revenues from prepaid calling cards based on card usage. The Company accounts for cash received or credit extended from the sale of the
prepaid calling cards as deferred revenues, which are then recognised as the cards are used. This revenue may be part of the toll or international revenues depending on the destination of the call.

Local service revenues

Local service revenues consists of wireline rent, local measured service (represents minutes used by local customers which are billed at established rates or
tariffs per actual minutes of call duration) as well as charges for "Custom Local Access Signalling Services" (CLASS). CLASS represents value-added services, which include call forwarding,
three-way calling, call waiting and voice mail. It also features vertical services such as incoming-caller identification, call trace, call blocking, automatic return of the most recent
incoming call, call redial, and selective forwarding and programming to permit for distinctive ringing for incoming calls requested for local customers, which are billed in addition to rent. Local
service revenues also include collect call revenues and revenues from other miscellaneous wire-line services. These revenues are recognised as the services are rendered.

Cellular and PCS revenues

Represents fees received for mobile cellular and PCS services, including interconnection charges for incoming calls to the Company's cellular and PCS subscribers
(these revenues do not include international and domestic long distance calls generated by cellular or PCS units). Cellular and PCS fees consist of fixed monthly access fees and per-minute
usage charges, as well as additional charges for custom or vertical features, which include call waiting, call forwarding, three-way calling and voice mail, and for other miscellaneous
cellular and PCS services. These revenues are recognised as services are rendered.

F-10

---



Data and Internet revenues

Represents fees received for data transmission services via ATM (Asynchronous Transfer Mode), Frame-Relay, wireless Internet and other such services to
residential and corporate customers. These revenues are recognised as services are rendered.

Paging revenues

Paging revenues consist of fixed monthly charges for nationwide service and the use of paging equipment and activation fees. These revenues are recognised as
these services are rendered.

Sale of equipment

These revenues consist of sale and rental fees charged to customers for communication equipment, including private branch exchanges, key telephone systems,
residential telephones, cellular handsets and paging units. These revenues are recognised at the time of sale to the customer.

Installation and activation fees

Revenues from installations consist of amounts charged for the installation of local access lines, private interchange, central telephone systems and charges for
the activation of cellular phones and PCS. These revenues are recognised over the estimated average service life based on the Company's experience (which in 2000 was 35 months). The direct
incremental cost related to installations and activations are expensed as incurred.

As
a result of a review of the average service lives based on the Company's experience during the last three years, effective October 1, 2001 the Company revised the estimated
average service life period for the amortization of installation and activation revenue. Consequently, the recognition period for these revenues was changed to 24 months. The effect in
operations of the change in the estimated average service life was not significant.

Cable revenues

Consist of subscriber of fees received for the transmission of television channels and programs in the Dominican Republic and other cable related services, which
revenues are recorded in the period the service is provided, as well as other advertising services which are recognised when commercials are telecast.

The
Company has entered into transactions that exchange advertising for advertising. Such transactions are recorded at the estimated fair value of the advertising received or given in
accordance with the provisions of the EITF issue No. 99-17 "Accounting for Advertising Barter Transactions." Barter transactions are not material to the Company's consolidated
statements of operations for the years ended December 31, 2001 and 2002.

Other revenues

Other revenues represent revenues that are not generated from the Company's core business activities, including commissions and revenues from the provision of
miscellaneous services. These revenues are recognized when the service is rendered.

F-11

---



2.12 Capitalization of interest

Interest is capitalized on qualified projects and included as part of project costs during the period necessary for installation.

During
the years ended December 31, 2000, 2001 and 2002, interest capitalized as part of construction projects amounted to approximately $11,300,000, $9,800,000 and $3,500,000,
respectively.

2.13 Expense in lieu of income tax

Up to August 31, 2002, the parent company TRICOM, S. A. paid a tax that was based on a percentage of the Company's domestic gross revenues (less deductions
for access to the local network) plus a percentage of the Company's net international settlement revenues. An accrual was made for any difference between the date when these items are reported to the
tax authorities and when they are reported in the accompanying consolidated statements of operations. Beginning September 1, 2002, the Company is no longer subject to this expense in lieu of
income taxes, but to regular income tax on earnings in the Dominican Republic.

2.14 Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the carrying amounts of existing assets and liabilities, and their respective tax bases and operating losses and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

2.15 Earnings per common share

Basic earnings per share have been computed based on the weighted average number of common shares outstanding. Diluted earnings per share reflect the increase in
average common shares outstanding that would result from the assumed exercise of outstanding stock options, calculated using the treasury stock method.

The
following table reconciles weighted average common shares outstanding used in the calculation of basic earnings (loss) per common share to the number of shares used in the
calculation of diluted earning (loss) per share for the years 2000, 2001 and 2002:

For the year ended December 31,2000

2001

2002Weighted average number of common shares outstandingbasic

27,723,665

29,571,266

43,400,464Dilutive effect of potential common shares issuable upon exercise of employee stock options and warrants

173,001



Weighted average number of common shares outstandingdiluted

27,896,666

29,571,266

43,400,464


F-12

---



For
2001 and 2002, all stock options and warrants are excluded from consideration of diluted loss per share because of the Company's net loss.

2.16 Pension plan

Since September 1, 2000, a private pension administration company has been managing the Company's plan, which was converted to a defined contribution plan.
Under this arrangement, both the Company and the employee make fixed contributions to the employee's account. The contributions made by the Company are recognized as monthly expenses. Prior to
September 1, 2000, the Company had a contributory defined benefit pension and retirement plan. The cost of the plan had been determined based on actuarial studies and includes amortization of
past service costs over the estimated average life of its employees.

2.17 Impairment of long-lived assets

SFAS No. 144 provides a single accounting model for long-lived assets to be disposed of. SFAS No. 144 also changes the criteria for
classifying an asset as held for sale and broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations and changes the timing of recognizing losses on such
operations. The Company adopted SFAS No. 144 on January 1, 2002 (see note 29).

In
accordance with SFAS No. 144, long-lived assets, such as property, plant, and equipment are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount
or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and
liability sections of the balance sheet.

Goodwill
and intangible assets not subject to amortization are tested annually for impairment, and more frequently if events and circumstances indicate that the asset might be impaired.
An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value.

F-13

---



Prior to the adoption of SFAS No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121,Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.

2.18 Advertising costs

Advertising costs are expensed as incurred. For the years ended December 31, 2000, 2001 and 2002 these costs amounted to $4,204,391, $6,074,121 and
$6,819,566, respectively, and are included as part of selling, general and administrative expenses in the accompanying consolidated statements of operations.

2.19 Stock option plan

The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion
No. 25, issued in March 2000, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market
price of the underlying stock exceeded the exercise price. SFAS No. 123, Accounting for Stock-Based Compensation, established accounting and disclosure requirements using a
fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic-value-based
method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123. The following table illustrates the effect on net loss if the
fair-value-based method had been applied to all outstanding and invested awards in each period.

|                                                                                                     |                               | At December 31, |            
|---------------------------------------------------------------------------------------------------- | ----------------------------- | --------------- | -----------
|
|Net lossas reported                                                                                 |                               | $               | (23,113,837
|Add total stock-based employee compensation determined under fair-value-based method for all rewards |                               |                 | (424,397   
|                                                                                                     |                               |                 |            
|Pro forma net loss                                                                                   |                               | $               | (23,538,234
|                                                                                                     |                               |                 |            
|Net loss per share:                                                                                  |                               |                 |            
|                                                                                                     | As reportedbasic and diluted |                 | $          
|                                                                                                     |                               |                 |            
|                                                                                                     | Pro formabasic and diluted   |                 | $          
|                                                                                                     |                               |                 |            

2.20 Goodwill and other intangible assets

Goodwill represents the excess of costs over fair value of assets of businesses acquired. Effective July 1, 2001, the Company adopted the provisions of
SFAS No. 142,Goodwill and Other Intangible Assets,for business combinations consummated after June 30, 2001, and as of January 1,
2002 for business combinations consummated before June 30, 2001. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are
not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable
useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived
Assets.

In
connection with SFAS No. 142's transitional goodwill impairment evaluation, the Statement required the Company to perform an assessment of whether there was an indication that
goodwill is impaired as of the date of adoption. To accomplish this, the Company was required to identify its reporting units and determine the carrying value of each reporting unit by assigning the
assets and

F-14

---



liabilities,
including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002. The Company was required to determine the fair value of each reporting unit
and compare it to the carrying amount of the reporting unit within six months of January 1, 2002. To the extent the carrying amount of a reporting unit exceeded the fair value of the reporting
unit, the Company would be required to perform the second step of the transitional impairment test, as this is an indication that the reporting unit goodwill may be impaired. The second step was
required for one reporting unit. In this step, the Company compared the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill, both of which were
measured as of the date of adoption. The implied fair value of goodwill was determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and
liabilities of the reporting unit in a manner similar to a purchase price allocation, in accordance with SFAS No. 141,Business Combinations. The
residual fair value after this allocation was the implied fair value of the reporting unit goodwill. The implied fair value of this reporting unit exceeded its carrying amount and the Company was not
required to recognize an impairment loss.

Prior
to the adoption of SFAS No. 142, goodwill was amortized on a straight-line basis over the expected periods to be benefited, generally 40 years, and
assessed for recoverability by determining whether the amortization of the goodwill balance over its remaining life could be recovered through undiscounted future operating cash flows of the acquired
operation. The amount of goodwill and other intangible asset impairment, if any, was measured based on projected discounted future operating cash flows using a discount rate reflecting the Company's
average cost of funds.

2.21 Investment securities

Investment securities at December 31, 2001 and 2002 consist of certificates of deposit and mortgage participation contracts. The Company classifies its
securities as held-to-maturity. Held-to-maturity securities are those securities in which the Company has the ability and intent to hold the security
until maturity.

Held-to-maturity
securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts.

A
decline in the market value of held-to-maturity securities below cost, that is deemed to be other than temporary, results in a reduction in carrying amount to
fair value. The impairment is charged to earnings and a new cost basis for the security is established. Premiums and discounts are amortized or accreted over the life of the related
held-to-maturity security as an adjustment to yield using the effective interest method. Interest income is recognized when earned.

3      Liquidity

The consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and
satisfaction of liabilities in the ordinary course of business. However, as a result of recurring operating losses and the effects of the effects of the devaluation of the Dominican peso, such
realization of assets and satisfaction of liabilities are subject to significant uncertainty.

At
December 31, 2001 and 2002, the Company's current liabilities exceeded its current assets by $175.6 million and $89.4 million, respectively. In 2001, this was
mainly a result of Company's dependence on short-term debt to fund capital expenditures and other needs obtained in the Dominican Republic from local banks and related entities. Dominican
banks generally make short-term loans, due on demand, with the intention of renegotiating interest rates in the event that market conditions change. These debts generally are renewed and
not repaid at maturity and the Company generally has extended short-term borrowings as they became due. The Company is dependent upon the continued renewal of these loans annually and
semi-annually. Additionally, the Company has senior

F-15

---



notes
with an aggregate principal balance of $200 million due in September 2004. Management's plan with respect to these notes is discussed below.

For
the year ended December 31, 2001, the Company generated $34 million of cash flow from operations. Additionally, the Company funded its long-term development
plan through additional short and long-term borrowings and the sale of Class A common stock for net proceeds of approximately $43 million, primarily to one of its principal
stockholders. The Company significantly reduced capital expenditures from levels in previous years, and funded these requirements and capital expenditures with cash flow from operations, borrowings
and equity proceeds.

Additionally,
during 2001, the Company acquired the largest cable television company of the Dominican Republic. Management estimates that the projected future cash flows from the
operations of this subsidiary will augment the cash flows projected by its telecommunications subsidiaries and improve the financial position of the Company.

While
the Company's Panama telecommunications subsidiary initiated its digital trunking operation in April 2002 using Motorola's iDEN® technology, such subsidiary has
not yet signed interconnection agreements with telecommunications companies operating in Panama. Further, it may not be able to do so until certain lawsuits and related proceedings are settled in the
Panama Supreme Court. An adverse ruling in this case could have a material negative impact on the Company's financial position and results of future operations. (See note 20).

For
the year ended December 31, 2002, the Company generated $13.6 million of cash flow from operations. Additionally, the Company funded its long-term
development plan through additional short and long-term borrowings and the sale of Class A common stock for net proceeds of approximately $68.4 million. The Company has
reduced its planned capital expenditures for 2003 from the amount expended in 2002.

For
2003, the Company intends to continue to optimize the use of its existing network, while minimizing new capital needs by disconnecting low usage subscriber, migrating underutilized
network equipment to high income, densely populated areas, consolidating its cable and telephone networks and using its existing spectrum to provide a wider digital coverage at lower costs.

The
Company also intends to continue to strengthen its capital structure by continuing to extend the maturities of its debt.

The
ability of the Company to pay interest on its indebtedness and meet debt service obligations will depend on the Company's future operating performance including the ability to
increase revenues and control expenses, which in turn depends on successful implementation of the strategy and on financial, competitive, regulatory, technical and other factors, many of which are
beyond the Company's control. Interest expense was $42.1 million for the year ended December 31, 2001 and $64.3 million for the year ended December 31, 2002.

Approximately
$82 million of the Company's indebtedness will mature during the 12 months ending December 31, 2003. These borrowings primarily are in the Dominican
financial markets, in which short-term financing is the primary form of lending. However, the Company's ability to refinance any of this indebtedness will depend on the financial condition
at the time it matures, the restrictions in the agreements governing the Company's indebtedness and other factors, including general market and economic conditions, and the Company may not be able to
refinance any of this indebtedness on commercial attractive terms or at all. If refinancing is not possible, the Company's creditors could initiate bankruptcy proceedings, most likely in the Dominican
Republic, or the Company could be forced to dispose of business segments or assets at unfavorable prices.

The
Company's 113/8% senior notes in the aggregate principal amount of $200 million will mature in September 2004. The Company has filed a registration
statement with the U.S. Securities and

F-16

---



Exchange
Commission for a proposed offer to exchange the existing 113/8% senior notes for new senior notes in the same aggregate principal amount that would mature at a later date. That
registration statement is not yet effective and the Company has not yet specified the terms of the new notes that it is offering, including the maturity date and interest rate. The successful
completion of the proposed exchange offer and consent solicitation will eliminate the requirement to repay the exchanged portion of the $200 million principal amount of the notes in
September 2004. If the Company is unsuccessful in the proposed exchange offer and consent solicitation or if it otherwise cannot extend the maturity of the notes, the Company's cash flow from
operations will not be sufficient to repay the notes and the Company may not be able to obtain financing from other sources.

4      Property, plant and equipment

A detail of property, plant and equipment at December 31, 2001 and 2002 is as follows:

|                               |                                                                                                                                | At December 31,                  
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------
|
|Operations and communications: |                                                                                                                                |                                  
|                               | Land                                                                                                                           |                                  
|                               | Buildings and improvements                                                                                                     |                                  
|                               | Furniture and equipment                                                                                                        |                                  
|                               | Communications equipment                                                                                                       |                                  
|                               | Transmission equipment                                                                                                         |                                  
|                               | Other equipment                                                                                                                |                                  
|                               |                                                                                                                                |                                  
|                               |                                                                                                                                |                                  
|Less accumulated depreciation  |                                                                                                                                |                                  
|                               |                                                                                                                                |                                  
|                               | Sub-total, operations and communications                                                                                       |                                  
|Property and equipment:        |                                                                                                                                |                                  
|                               | Buildings                                                                                                                      |                                  
|                               | Furniture and office equipment                                                                                                 |                                  
|                               | Transportation equipment                                                                                                       |                                  
|                               | Leasehold improvements                                                                                                         |                                  
|                               | Data processing equipment                                                                                                      |                                  
|                               |                                                                                                                                |                                  
|                               |                                                                                                                                |                                  
|                               | Less accumulated depreciation                                                                                                  |                                  
|                               |                                                                                                                                |                                  
|                               |                                                                                                                                | Sub-total, property and equipment
|                               |                                                                                                                                |                                  
|                               | Communications equipment pending installation, net of allowance for obsolescence of $1,014,605 in 2001 and $773,406 in 2002(a) |                                  
|                               | Cable company equipment pending installation(a)                                                                                |                                  
|                               | Equipment in transit(b)                                                                                                        |                                  
|                               | Construction in process(c)                                                                                                     |                                  
|                               |                                                                                                                                |                                  
|                               |                                                                                                                                | Property and equipment, net      
|                               |                                                                                                                                |                                  

---

F-17

---



|                            |                              | At December 31,
|--------------------------- | ---------------------------- | ---------------
|
|Operation and communication |                              |                
|                            | Buildings                    |                
|                            | Transmission equipment(I)    |                
|                            | Cells                        |                
|                            | Other-Property and equipment |                
|                            |                              |                
|                            |                              | $              
|                            |                              |                

---





Changes in the allowance for doubtful accounts were as follows:

|                               |  | At December 31, |           
|------------------------------ |  | --------------- | ----------
|
|Allowance at beginning of year |  | $               | 4,307,563 
|Increase for the year, net(a)  |  |                 | 3,499,893 
|Write-off during the year      |  |                 | (5,412,553
|                               |  |                 |           
|Allowance at end of year       |  | $               | 2,394,903 
|                               |  |                 |           

---

6      Transactions with related parties

The Company is an indirect subsidiary of GFN Corporation Limited, a financial group that has investments in banking, insurance, publishing and other businesses,
principally in the Dominican Republic.

F-18

---



A
detail of balances with related companies at December 31, 2001 and 2002, is as follows:

|             |                             | At December 31,
|------------ | --------------------------- | ---------------
|
|Assets:      |                             |                
|             | Cash in banks               |                
|             | Depositscash equivalent(a) |                
|             | Accounts receivable(b)      |                
|             | Certificate of deposit      |                
|             | Prepaid expensesinsurance  |                
|             | Other assetsdeposits       |                
|             |                             |                
|Liabilities: |                             |                
|             | Borrowed funds(c)           |                
|             | Commercial paper(d)         |                
|             | Accounts payable            |                
|             | Interest payable            |                
|             | Capital leases              |                
|             | Long-term debt(e)           |                
|             |                             |                

---

F-19

---



A
detail of transactions with related parties during the years ended December 31, 2000, 2001 and 2002, is as follows:

|                                                    |                                 | For the years ended December 31, |          
|--------------------------------------------------- | ------------------------------- | -------------------------------- | ---------
|
|Operating revenuesCommunications services revenues |                                 | $                                | 1,948,321
|Selling, general and administrative expenses:       |                                 |                                  |          
|                                                    | Insurance premiums              |                                  |          
|                                                    | Leased premises and equipment   |                                  |          
|                                                    | Security services               |                                  |          
|                                                    | Pension plan contributions      |                                  |          
|                                                    | Advertising services            |                                  |          
|                                                    | Professional services           |                                  |          
|                                                    | Other                           |                                  |          
|Other income (expenses):                            |                                 |                                  |          
|                                                    | Interest incurred on loans      |                                  |          
|                                                    | Interest earned                 |                                  |          
|                                                    | Gain on sale of fixed assets(a) |                                  |          
|                                                    | Other, net(b)                   |                                  |          
|                                                    | Bank charge                     |                                  |          
|                                                    | Equipment purchased (Motorola)  |                                  |          
|                                                    |                                 |                                  |          

---

F-20

---



7      Certificates of deposit

At December 31, 2001 and 2002, these are certificates of deposit for $15,200,000 and $14,400,710, respectively, earning interest at annual rates from 9% to
10%. Additionally, as of December 31, 2002, these include a certificate of deposit for $1,500,000, that earns interest at 2.75% per annum. This investment serves as a guarantee for a
short-term loan of the same amount.

8      Mortgage participation contracts

At December 31, 2001 and 2002, mortgage participation contracts have been purchased from savings and loans associations in the Dominican Republic. These
contracts earned interest at rates between 7% and 12% per annum in 2001 and 10% per annum in 2002. These investments are maintained as compensating balances for mortgage loans made by these savings
and loans associations to certain officers and employees of the Company.

9      Acquisitions, goodwill and intangible assets

The following summarizes acquisitions made by he Company during the year ended December 31, 2001:

Acquisition of cable operation

On October 26, 2001, the Company completed the acquisition of 100% of the outstanding shares of TCN Dominicana, S. A. (TCN or Telecable). TCN is engaged in
operating cable television systems and is the largest such Company in the Dominican market. The purchase price consisted of cash payments of approximately $42,300,000 and 3,375,000 TRICOM shares with
an approximate value of $21,700,000 as of the date the agreement was announced for a total cost of approximately $64,000,000. The acquisition of TCN increased the size and scope of the Company's
services offered to customers and generates synergies between communications and cable operations. The purchase price was determined based on the Company's assessment of TCN's leading competitive
position in the cable industry and the valuation of its growth prospects. The TCN acquisition was accounted for using the purchase method of accounting. TRICOM assumed control of the operations of TCN
on September 13, 2001. From September 13, 2001 to the date of closing, there were no significant unsatisfied conditions necessary for the final execution of the transaction. The
conditions during that period consisted primarily of ministerial legal conditions. Consequently, the consolidated financial statements include the accounts of TCN from October 1, 2001.

F-21

---



The
allocation of the purchase price to the estimated fair value of assets acquired and liabilities assumed at the date of acquisition is as follows:

|Current assets                    |  | $ | 8,052,540 
|--------------------------------- |  | - | ----------
|Property and equipment            |  |   | 32,208,572
|Other non-current assets          |  |   | 77,977    
|Intangible Assets                 |  |   | 12,135,877
|Goodwill                          |  |   | 21,914,327
|                                  |  |  
|Total assets acquired             |  |   | 74,389,293
|                                  |  |  
|Less:                             |  |   |           
|Current liabilities               |  |   | 7,544,934 
|Other non-current liabilities     |  |   | 1,209,219 
|Reserve for severance indemnities |  |   | 1,625,215 
|                                  |  |  
|Total liabilities assumed         |  |   | 10,379,368
|                                  |  |  
|Net assets acquired               |  | $ | 64,009,925
|                                  |  |  

Goodwill
and other intangible assets includes amounts related to cable franchise rights and broadcasting contracts, which have indefinite life. As a result, under the provisions of
SFAS 142, these amounts (as with amounts allocated to goodwill) have not been amortized from the date of acquisition and are measured for impairment in accordance with the Company's established
accounting policy. The following supplemental pro forma information presents the results of operations of the Company as if the TCN acquisition had taken place on January 1, 2001:

|                                                              |  | 2001 |            
|------------------------------------------------------------- |  | ---- | -----------
|Revenues                                                      |  | $    | 257,825,370
|Earnings (loss) before cumulative effect of accounting change |  |      | (21,532,336
|Net loss                                                      |  |      | (21,532,36 
|Loss per share-basic and diluted                              |  |      | (0.73      
|                                                              |  |      |            

The
pro forma results of operations have been prepared for comparative purposes only and do not purport to be indicative of results of operations which actually would have resulted had
TCN acquisition occurred as of January 1, 2001.

Acquisition of operation in Panama

In March 2001, the Company acquired 51% of the outstanding shares of Cellular Communications of Panama, S. A. (subsequently renamed TRICOM Panama, S.A.), a
Panamanian Corporation engaged in wireless communications. The total cost of this acquisition, including transaction expenses, amounted to $6,303,074, of which $5,272,774 was paid in cash and
$1,030,300 through the contribution of a non-exclusive license for software developed by TRICOM.

F-22

---



The
allocation of the purchase price to the estimated fair value of assets acquired and liabilities assumed at the date of acquisition of the 51% of the Company's equity was as follows:

|Current assets                |                     | $ | 177,717  
|----------------------------- | ------------------- | - | ---------
|Property and equipment        |                     |   | 3,305,797
|Other non-current assets      |                     |   | 666,035  
|Goodwill                      |                     |   | 2,508,350
|                              |                     |  
|Total assets acquired         |                     |   | 6,657,899
|                              |                     |  
|Less:                         |                     |   |          
|Current liabilities           |                     |   | 351,695  
|Other non-current liabilities |                     |   | 3,130    
|                              |                     |  
|Total liabilities assumed     |                     |   | 354,825  
|                              |                     |  
|                              | Net assets acquired |   | $        
|                              |                     |  

Intangible assets

There were no acquisitions of intangible assets during the year ended December 31, 2002. The summary of changes in the Company's intangible assets during
the year ended December 31, 2002 is as follows:

|                       |  | January 1
2002 |            | 4th Quarter
Impairment |           | December 31,
2002
|---------------------- |  | -------------- | ---------- | ---------------------- | --------- | -----------------
|Cable license          |  | $              | 9,303,602  |                        | 2,356,624 |                  
|Broadcasting contracts |  |                | 2,832,275  |                        | 2,832,275 |                  
|                       |  |                |            |                        |           |                  
|                       |  | $              | 12,135,877 |                        | 5,188,899 |                  
|                       |  |                |            |                        |           |                  

The
intangible assets are determined to have indefinite useful lives due to their expected ability to generate cash flows indefinitely. The cable license is based on an agreement signed
with the Dominican government, which agreement has an indefinite life. In the case of broadcasting contracts, the contracts can be renewed automatically without additional payment.

For
intangible assets identified as having indefinite useful lives, the Company was required to test those intangible assets for impairment in accordance with the provisions of SFAS
No. 142 within the first interim period after adoption. Impairment was measured as the excess of carrying value over the fair value of an intangible asset with an indefinite life. The results
of this analysis did not require the Company to recognize an impairment loss.

During
the fourth quarter of 2002, the Company performed its annual impairment review for intangible assets and recorded a charge of $5,188,899, which is included as part of impairment
of goodwill and other intangible assets in the accompanying consolidated statements of operation for the year ended December 31, 2002. The impairment charge in the cable license is basically
caused by the devaluation of Dominican peso during the year 2002. In the case of the broadcasting contracts, during the year 2002 the Company renegotiated a significant part of these contracts, which
have changed the contract terms, which served as the base for the determination of this intangible asset.

F-23

---



Goodwill

At December 31, 2001 and 2002, the composition of goodwill is as follows:

|                                                                                            |  | Central America |           
|------------------------------------------------------------------------------------------- |  | --------------- | ----------
|
|Acquisition of TCN Dominicana, S.A.                                                         |  | $               | 21,914,327
|Acquisition of Cellular Communications of Panama, S. A. (subsequently TRICOM Panama, S. A.) |  |                 |          
|                                                                                            |  |                 |           
|                                                                                            |  |                 | 21,914,327
|Less amortizationwireless Central America                                                  |  |                 |          
|                                                                                            |  |                 |           
|Balances at December 31, 2001                                                               |  | $               | 21,914,327
|                                                                                            |  |                 |           
|Impairment charge                                                                           |  |                 |          
|                                                                                            |  |                 |           
|Balances at December 31, 2002                                                               |  | $               | 21,914,327
|                                                                                            |  |                 |           

During
the fourth quarter of 2002, the Company performed its annual impairment review for goodwill and recognized a goodwill impairment loss of $2,461,319 related to Central Amercia
wireless reporting units since the carrying amount of the reporting unit was greater than the fair value of the reporting unit (as determined using the expected present value of future cash flows) and
the carrying amount of the reporting unit goodwill exceeded the implied fair value of that goodwill. The impairment charge is included as part of goodwill and other intangible assets in the
accompanying consolidated statements of operation for the year ended December 31, 2002.

Upon
adoption of SFAS No. 142, the Company was required to evaluate its existing intangible assets and goodwill that were acquired in purchase business combinations, and to make
any necessary reclassifications in order to conform with the new classification criteria in SFAS No. 141 for recognition separate from goodwill. The Company was also required to reassess the
useful lives and residual values of all intangible assets acquired, and make any necessary amortization period adjustments by the end of the first interim period after adoption.

The
goodwill is assigned to the cable and cellular segment and is not deductible for tax purposes.

Net
loss and loss per share for the year ended December 31, 2001, adjusted to exclude amortization expense for goodwill no longer amortized under SFAS 142, is as follows:

|Net loss:                                |                                                     |   |             |            
|---------------------------------------- | --------------------------------------------------- | - | ----------- | -----------
|                                         | Reported net loss                                   |   | $           | (23,113,837
|                                         | Add back adjusted net loss Amortization of goodwill |   |             | 47,031     
|                                         |                                                     |   |            
|                                         |                                                     | $ | (23,066,806 | )          
|                                         |                                                     |   |            
|Basic and diluted loss per common share: |                                                     |   |             |            
|                                         | Reported net loss                                   |   | $           | (0.78      
|                                         | Amortization of goodwill                            |   |             |           
|                                         |                                                     |   |            
|Adjusted net loss                        |                                                     | $ | (0.78       | )          
|                                         |                                                     |   |            

F-24

---



10    Other assets

Other assets at December 31, 2001 and 2002 consisted of the following:

|                                                |  | At December 31,
|----------------------------------------------- |  | ---------------
|
|Deferred debt issue costs and bank debt, net(a) |  | $              
|Deposits                                        |  |                
|Radio frequency rights, net(b)                  |  |                
|Other(c)                                        |  |                
|                                                |  |                
|                                                |  | $              
|                                                |  |                

---

11    Borrowed fundsbanks

Funds borrowed by the Company consist of:

|                                        |  | At December 31,
|--------------------------------------- |  | ---------------
|
|Funds denominated in US dollars(a)      |  | $              
|Funds denominated in Dominican pesos(b) |  |                
|                                        |  |                
|                                        |  | $              
|                                        |  |                

---

F-25

---



Normally
these loans are renewable at maturity but technically are due on demand.

At
December 31, 2002, the Company had available unused lines of credit with local and international banks for approximately $7,800,000.

12    Commercial paper

At December 31, 2001 and December 31, 2002, commercial paper issued by the Company consisted of:

|                                        |                        | At December 31,
|--------------------------------------- | ---------------------- | ---------------
|
|Commercial paper in US dollars (a)      |                        | $              
|Commercial paper in Dominican pesos (b) |                        |                
|                                        |                        |                
|                                        | Total commercial paper |                
|Less short-term commercial paper        |                        |                
|                                        |                        |                
|Long-term commercial paper              |                        | $              
|                                        |                        |                

---

Commercial
paper issued by the Company are not callable until maturity. These obligations are issued through the related company "Acciones y Valores, S. A." to a related bank through
"Valores Profesionales, S. A." At December 31, 2001 and 2002, the Company has a facility that allows for the issuance of additional commercial paper in the amount of $13,085,573 and
RD$140,633,210 (equivalent to $8,249,317) and of $12,458,368 and RD$168,321,525 (equivalent to $7,480,957), respectively.

The
following is a schedule of the maturity for such debt at December 31, 2002:

|One to three months    |  | $ | 3,472,487 
|---------------------- |  | - | ----------
|Three to six months    |  |   | 2,997,215 
|Six months to one year |  |   | 3,437,881 
|More than one year     |  |   | 41,708,647
|                       |  |  

F-26

---



13    Capital leases

The Company has entered into various capital lease contracts with a related party. These contracts will mature at various dates during the next four years. Assets
recorded under these capital leases consist of:

|                                             |  | At December 31,
|-------------------------------------------- |  | ---------------
|
|Communications equipment and other equipment |  | $              
|Transportation                               |  |                
|Machinery and equipment                      |  |                
|                                             |  |                
|                                             |  |                
|Less accumulated depreciation                |  |                
|                                             |  |                
|                                             |  | $              
|                                             |  |                

During
2002 the Company renegotiated these capital lease contracts. This resulted in lower monthly payments and the extension of their maturity through 2007.

A
schedule of the lease payment requirements under these capital leases is as follows:

|Year ending December 31,                                     |  |   |           
|------------------------------------------------------------ |  | - | ----------
|2003                                                         |  | $ | 5,017,861 
|2004                                                         |  |   | 5,017,861 
|2005                                                         |  |   | 5,017,861 
|2006                                                         |  |   | 5,017,861 
|2007                                                         |  |   | 1,254,656 
|                                                             |  |  
|Total lease payments                                         |  |   | 21,326,100
|Less related taxes                                           |  |   | 2,285,267 
|                                                             |  |  
|Minimum lease payments                                       |  |   | 19,040,833
|Less amount representing interest (12% to 12.875% per annum) |  |   | 4,509,512 
|                                                             |  |  
|Present value of capital lease obligations                   |  |   | 14,531,321
|Less current maturities of capital lease obligations         |  |   | 2,738,413 
|                                                             |  |  
|Capital lease obligations                                    |  | $ | 11,792,908
|                                                             |  |  

F-27

---



14    Other liabilities

Other liabilities at December 31, 2001 and 2002 consisted of the following:

At December 31,2001

2002Customer advances

$
2,467,875

$
2,008,018Deferred revenues:Calling cards


7,112,025


11,423,671Installations and activation


4,718,921


1,044,111Other


345,191


434,446$
14,644,012

$
14,910,246


Effective
January 1, 2000, the Company adopted the Staff Accounting Bulletin No. 101 (SAB 101) "Revenue Recognition" issued by the Securities and Exchange Commission (SEC).
The adoption of SAB 101 resulted in a change in the revenue recognition policy regarding installation and activation revenues. Such change required the Company to recognize net revenues from
installation and activation over average service life, which based on the experience of the Company is 35 months. This change in the revenue recognition method required the Company to recognize
a cumulative effect of accounting
change in net revenues from installations and activations of $16,452,799, which is presented as a separate item in the accompanying consolidated statements of operations. The adoption of this bulletin
did not affect the cash flows of the Company.

Effective
October 1, 2001, the Company updated its estimate of the average service life of its customers for purposes of the recognition of deferred income from activations and
installations. As a result, the service life was revised from 35 to 24 months. This revision was made based on the estimated average service life of the Company's customers during the previous
three years. The effect in operations of the change in the estimated average service life was not significant.

At
December 31, 2000 and 2001, the Company recognized revenue of $8,940,040 and $7,512,759, respectively, of previously defered revenues associated with the accounting change
resulting from the adoption of SAB 101 at January 1, 2000. This revenue is included as part of revenue from installation and activation in the accompanying consolidated statements of
operations.

F-28

---



15    Long-term debt

Long-term debt at December 31, 2002 and 2001 consists of the following:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        | 2001                                      |             | 2002      
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ----------------------------------------- | ----------- | ----------
|Senior Notes (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        | $                                         | 200,000,000 |           
|Related parties (note 6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                        |                                           |             |           
|Bank loans:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                        |                                           |             |           
|Loans denominated in Dominican pesos equivalent to RD$191,292,710 and RD$163,787,963 at December 31, 2001 and 2002, respectively. These loans are payable in fixed monthly installments and cause an annual interest rates ranging between 15% and 18% and
interest at a rate of 32% per annum. As of December 31, 2001 and 2002, respectively. These loans are secured by transmission and telecommunication equipment with an approximate book value of $6.8 million in 2001 and $6.4 million in 2002.                                                                                                                                                                                                                                                                     |                                        |                                           | 10,931,012  |           
|Loans denominated in Dominican pesos equivalent to RD$260,900,000 and RD$207,400,000 as of December 31, 2001 and 2002, respectively. These loans cause annual interest at 17.50% and from 27% to 30% as of December 31, 2001 and 2002, respectively, which
can be adjusted every 30 to 60 days as per market conditions. One of these loans is secured by telecommunication equipment with an approximate book value of US$1.3 million.                                                                                                                                                                                                                                                                                                                                      |                                        |                                           | 15,302,053  |           
|Loans with variable interest between 5.39% and 8.87% per annum between 4.62% and 7.95% p. a. as of December 31, 2001 and 2002, respectively. These loans are payable in installments up to 2007. One of these loans is secured by transmission equipment
with an approximate book value of $15.9 million in 2001 and $14.8 million in 2002. At December 31, 2001 a loan with a book value of $5,555,548 includes the maintenance of certain financial ratios. As of December 31, 2001 the Company failed to meet
certain covenant requirements, for which the financial institution issued the Company a waiver as of that date. During the year 2002 the Company and the bank renegotiated the contract terms and eliminated the required compliance with financial
ratios. |                                        |                                           | 52,315,571  |           
|Loans which cause interest at rates ranging between 9.5% and 12% per annum and between 9.5% and 14% per annum as of December 31, 2001 and 2002, respectively. These loans have maturities up to year 2007. Some of the loans are secured by liens on
telecommunication equipment and mortgage with a book value of approximately $19.6 million in 2001 and $15.8 million in 2002. There is a loan with a book value of $27,235,700 and $23,344,884 at December 31, 2001 and 2002, respectively, which is
secured by an irrevocable stand by letter of credit issued by a related financial institution.                                                                                                                                                                      |                                        |                                           | 42,404,644  |           
|Revolving line of credit due on May 2002. This loan bears interest at 5.25% as of December 31, 2001. This line of credit is guaranteed by Tricom, S. A. (Parent Company) and a related financial institution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                        |                                           | 15,000,000  |           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        |                                           |             |           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        | Total bank loans and related parties      |             |           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        |                                           |             |           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        | Total long-term debt                      |             |           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Less current portion of long-term debt |                                           |             | 30,493,532
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        |                                           |             |           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        | Long-term debt, excluding current portion |             | $         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        |                                           |             |           

F-29

---



The aggregate principal maturities due on these long-term debt obligations from December 31, 2002 is as follows:

Year ending December 31,2003

$
30,724,8882004


235,035,5902005


29,801,6432006


28,659,6772007 and thereafter


38,585,166


On
August 15, 1997, the Company issued $200,000,000 aggregate principal amount of 113/8% Senior Notes due in 2004 (the "Senior Notes"). Interest on the Senior Notes
is payable in semi-annual installments on March 1st and September 1st of each year.

At
December 31, 2002, the Company is in the process of extending the maturity of the Senior Notes. The Company is in the process of completing the filing of a registration
statement with the U.S. Securities and Exchange Commission (SEC) (see note 3)..

The
Senior Notes may be redeemed at any time at the option of the Company, in whole or in part, after September 1, 2001, at a premium declining to par after September 1,
2003, plus accrued and unpaid interest, and additional amounts, if any, through the redemption date. The Senior Notes are senior unsecured obligations of the Company ranking pari passuin right of
payment with all other existing and future senior debt, and will rank senior to any future subordinated indebtedness.

The
indenture for the Senior Notes contains certain covenants that, among other things, limit the ability of the Company and its Restricted Subsidiaries, as defined in the indenture, to
incur additional indebtedness and issue preferred stock, pay dividends or make other distributions, repurchase equity interests or subordinated indebtedness, engage in sale and leaseback transactions,
create certain liens, enter into certain transactions with affiliates, sell assets of the Company or its Restricted Subsidiaries, engage in any business other than the telecommunications business,
issue or sell equity interests of the Company's Restricted Subsidiaries or enter into certain mergers and consolidations.

The
Senior Notes are guaranteed fully, unconditionally, jointly and severally by each of the Company's restricted subsidiaries, as defined in the indenture for the Senior Notes, each of
which is wholly owned by the Company. Separate financial statements of each of the guarantor subsidiaries have not been presented herein because management has determined that such separate financial
statements would not be material to the holders of the Senior Notes.

Summarized
condensed consolidated financial information of TRICOM, S. A. (Parent Company), the subsidiaries guarantors on a combined basis (GFN Comunicaciones, TRICOM
Centroamérica, S. A., Call Tel Corporation, TRICOM USA and Subsidiaries, Tricom Latinoamérica, S. A., Tricom, S. A. - Panama- and TCN Dominicana, S. A.) and the
subsidiary not guarantor (Tricom Panama, S. A.

F-30

---



formerly
Cellular Communications of Panama, S. A.-) at December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 is as follows (see note 1):

Balance sheet data at December 31, 2001

|                                     |                                   | Tricom, S.A.
Parent Co.                    |              | Subsidiaries
Guarantors |             | Subsidiaries Not Guarantor |            | Consolidating
Adjustments |             | Total
Consolidated
|------------------------------------ | --------------------------------- | ------------------------------------------ | ------------ | ----------------------- | ----------- | -------------------------- | ---------- | ------------------------- | ----------- | ------------------
|Assets                               |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|Current assets:                      |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     | Cash on hand and in banks         |                                            | $            | 11,200,148              |             | $                          | 1,182,280  |                           | $           | 193,622           
|                                     | Accounts receivable, net          |                                            |              | 87,640,800              |             |                            | 17,706,131 |                           |             | 835,546           
|                                     | Other current assets              |                                            |              | 27,076,558              |             |                            | 2,287,371  |                           |             | 365,075           
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   | Total current assets                       |              |                         | 125,917,506 |                            |            | 21,175,782                |             |                   
|Property and equipment net           |                                   |                                            | 581,160,158  |                         |             | 100,344,145                |            |                           | 4,412,329   |                   
|Other non-current assets             |                                   |                                            | 84,173,618   |                         |             | 16,452,492                 |            |                           | 799,973     |                   
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   |                                            | Total assets |                         | $           | 791,251,282                |            | $                         | 137,972,419 |                   
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|Liabilities and Stockholders' Equity |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|Current liabilities:                 |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     | Notes payable                     |                                            | $            | 158,259,504             |             | $                          | 15,424,951 |                           | $           |                  
|                                     | Current portion of capital leases |                                            |              | 6,643,766               |             |                            |           |                           |             |                  
|                                     | Accounts payable                  |                                            |              | 33,536,089              |             |                            | 72,631,604 |                           |             | 2,642,195         
|                                     | Other current liabilities         |                                            |              | 25,986,347              |             |                            | 8,790,651  |                           |             | 139,814           
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   | Total current liabilities                  |              |                         | 224,425,706 |                            |            | 96,847,206                |             |                   
|                                     | Other non-current liabilities     |                                            |              | 313,291,919             |             |                            | 8,340,609  |                           |             | 6,511             
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   | Total liabilities                          |              |                         | 537,717,625 |                            |            | 105,187,815               |             |                   
|                                     | Minority Interest                 |                                            |              |                        |             |                            |           |                           |             |                  
|                                     | Stockholders' equity              |                                            |              | 253,533,657             |             |                            | 32,784,604 |                           |             | 3,818,025         
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   | Total liabilities and stockholders' equity |              | $                       | 791,251,282 |                            | $          | 137,972,419               |             | $                 
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   

F-31

---



Balance sheet data at December 31, 2002:

|                                     |                                   | Tricom, S.A.
Parent Co.                    |              | Subsidiaries
Guarantors |             | Subsidiaries Not Guarantor |            | Consolidating
Adjustments |             | Total
Consolidated
|------------------------------------ | --------------------------------- | ------------------------------------------ | ------------ | ----------------------- | ----------- | -------------------------- | ---------- | ------------------------- | ----------- | ------------------
|Assets                               |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|Current assets:                      |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     | Cash on hand and in banks         |                                            | $            | 5,618,403               |             | $                          | 387,612    |                           | $           | 74,288            
|                                     | Accounts receivable, net          |                                            |              | 74,521,264              |             |                            | 14,779,057 |                           |             | 1,252,796         
|                                     | Other current assets              |                                            |              | 24,068,343              |             |                            | 3,656,119  |                           |             | 521,211           
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   | Total current assets                       |              |                         | 104,208,010 |                            |            | 18,822,788                |             |                   
|Property and equipment net           |                                   |                                            | 547,152,376  |                         |             | 118,112,502                |            |                           | 2,855,314   |                   
|Other non-current assets             |                                   |                                            | 93,573,115   |                         |             | 12,230,719                 |            |                           | 758,860     |                   
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   |                                            | Total assets |                         | $           | 744,933,501                |            | $                         | 149,166,009 |                   
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|Liabilities and Stockholders' Equity |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|Current liabilities:                 |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     | Notes payable                     |                                            | $            | 77,049,699              |             | $                          | 624,005    |                           | $           | 1,568,693         
|                                     | Current portion of capital leases |                                            |              | 2,738,413               |             |                            |           |                           |             |                  
|                                     | Accounts payable                  |                                            |              | 24,912,223              |             |                            | 73,240,436 |                           |             | 1,419,435         
|                                     | Other current liabilities         |                                            |              | 22,108,633              |             |                            | 9,858,567  |                           |             | 780,436           
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   | Total current liabilities                  |              |                         | 126,808,968 |                            |            | 83,723,008                |             |                   
|                                     | Other non-current liabilities     |                                            |              | 372,739,159             |             |                            | 15,211,993 |                           |             |                  
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   | Total liabilities                          |              |                         | 499,548,127 |                            |            | 98,935,001                |             |                   
|                                     | Minority interest                 |                                            |              |                        |             |                            |           |                           |             |                  
|                                     | Stockholders' equity              |                                            |              | 245,385,374             |             |                            | 50,231,008 |                           |             | 1,693,905         
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   
|                                     |                                   | Total liabilities and stockholders' equity |              | $                       | 744,933,501 |                            | $          | 149,166,009               |             | $                 
|                                     |                                   |                                            |              |                         |             |                            |            |                           |             |                   

F-32

---



Statements of operations for the year ended December 31, 2000:

|                                                                                    |                                                                         | Tricom, S.A.
Parent Co. |              | Subsidiaries
Guarantors |            | Subsidiaries
Not Guarantor |           | Consolidating
Adjustments |   | Total
Consolidated |  
|----------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | ----------------------- | ------------ | ----------------------- | ---------- | -------------------------- | --------- | ------------------------- | - | ------------------ | -
|Operating revenues                                                                  |                                                                         | $                       | 188,897,636  |                         | $          | 65,697,691                 |           | $                         |  |                    | $
|Operating costs                                                                     |                                                                         |                         | (150,954,070 | )                       |            | (62,619,372                | )         |                           |  |                    |  
|                                                                                    |                                                                         |                         |              |                         |            |                            |           |                           |   |                    |  
|                                                                                    | Operating income                                                        |                         |              | 37,943,566              |            |                            | 3,078,319 |                           |   |                   |  
|Other expenses, net                                                                 |                                                                         |                         | (28,716,402  | )                       |            | (1,273,401                 | )         |                           |  |                    |  
|                                                                                    |                                                                         |                         |              |                         |            |                            |           |                           |   |                    |  
|                                                                                    | Earnings before income taxes and cumulative effect of accounting change |                         |              | 9,227,164               |            |                            | 1,804,918 |                           |   |                   |  
|Income taxes                                                                        |                                                                         |                         |             |                         |            | (588,377                   | )         |                           |  |                    |  
|                                                                                    |                                                                         |                         |              |                         |            |                            |           |                           |   |                    |  
|                                                                                    | Earnings before cumulative effect of accounting change                  |                         |              | 9,227,164               |            |                            | 1,216,541 |                           |   |                   |  
|Cumulative effect of change in Accounting for installations And activation revenues |                                                                         |                         | (16,452,799  | )                       |            |                           |           |                           |  |                    |  
|                                                                                    |                                                                         |                         |              |                         |            |                            |           |                           |   |                    |  
|                                                                                    |                                                                         | Net earnings (loss)     |              | $                       | (7,225,635 | )                          | $         | 1,216,541                 |   | $                  | 
|                                                                                    |                                                                         |                         |              |                         |            |                            |           |                           |   |                    |  

Statement of operations for the year ended December 31, 2001

|                    |                                                           | Tricom S.A.
Parent Co. |              | Subsidiaries
Guarantors |             | Subsidiaries
Not Guarantor |           | Consolidation
Adjustments |            | Total
Consolidated |           
|------------------- | --------------------------------------------------------- | ---------------------- | ------------ | ----------------------- | ----------- | -------------------------- | --------- | ------------------------- | ---------- | ------------------ | ----------
|Operating revenues  |                                                           | $                      | 185,307,689  |                         | $           | 80,126,179                 |           | $                         | 489,202    |                    | $         
|Operating costs     |                                                           |                        | (169,708,189 | )                       |             | (77,618,572                | )         |                           | (4,112,730 | )                  |           
|                    |                                                           |                        |              |                         |             |                            |           |                           |            |                    |           
|                    | Operating income                                          |                        |              | 15,599,500              |             |                            | 2,507,607 |                           |            | (3,623,528         | )         
|Other expenses, net |                                                           |                        | (38,713,337  | )                       |             | (1,276,722                 | )         |                           | 717        |                    |           
|                    |                                                           |                        |              |                         |             |                            |           |                           |            |                    |           
|                    | Earnings (loss) before income taxes and minority interest |                        |              | (23,113,837             | )           |                            | 1,230,885 |                           |            | (3,622,811         | )         
|Income taxes        |                                                           |                        |             |                         |             | (511,376                   | )         |                           |           |                    |           
|                    |                                                           |                        |              |                         |             |                            |           |                           |            |                    |           
|                    | Earnings (loss) before minority interest                  |                        |              | (23,113,837             | )           |                            | 719,509   |                           |            | (3,622,811         | )         
|Minority interest   |                                                           |                        |             |                         |             |                           |           |                           |           |                    |           
|                    |                                                           |                        |              |                         |             |                            |           |                           |            |                    |           
|                    |                                                           | Net earnings (loss)    |              | $                       | (23,113,837 | )                          | $         | 719,509                   |            | $                  | (3,622,811
|                    |                                                           |                        |              |                         |             |                            |           |                           |            |                    |           

F-33

---



Statements of operations for the year ended December 31, 2002:

|                    |                                                | Tricom, S.A.
Parent Co. |              | Subsidiaries
Guarantors |             | Subsidiaries
Not Guarantor |             | Consolidating
Adjustments |            | Total
Consolidated |           
|------------------- | ---------------------------------------------- | ----------------------- | ------------ | ----------------------- | ----------- | -------------------------- | ----------- | ------------------------- | ---------- | ------------------ | ----------
|Operating revenues  |                                                | $                       | 182,211,853  |                         | $           | 103,818,368                |             | $                         | 2,741,653  |                    | $         
|Operating costs     |                                                |                         | (182,842,619 | )                       |             | (114,365,097               | )           |                           | (8,492,407 | )                  |           
|                    |                                                |                         |              |                         |             |                            |             |                           |            |                    |           
|                    | Operating loss                                 |                         |              | (630,766                | )           |                            | (10,546,729 | )                         |            | (5,750,754         | )         
|Other expenses, net |                                                |                         | (75,140,569  | )                       |             | (387,170                   | )           |                           | (365       | )                  |           
|                    |                                                |                         |              |                         |             |                            |             |                           |            |                    |           
|                    | Loss before income taxes and minority interest |                         |              | (75,771,335             | )           |                            | (10,933,899 | )                         |            | (5,751,119         | )         
|Income taxes        |                                                |                         | (782,027     | )                       |             | (166,165                   | )           |                           |           |                    |           
|                    |                                                |                         |              |                         |             |                            |             |                           |            |                    |           
|                    | Loss before minority interest                  |                         |              | (76,553,362             | )           |                            | (11,100,064 | )                         |            | (5,751,119         | )         
|Minority interest   |                                                |                         |             |                         |             |                           |             |                           |           |                    |           
|                    |                                                |                         |              |                         |             |                            |             |                           |            |                    |           
|                    |                                                | Net loss                |              | $                       | (76,553,362 | )                          | $           | (11,100,064               | )          | $                  | (5,751,119
|                    |                                                |                         |              |                         |             |                            |             |                           |            |                    |           

Cash flow data for the year ended December 31, 2000:

|                                                    |                                           | Tricom S.A.
Parent Co. |              | Subsidiaries
Guarantors |   | Subsidiaries
No Guarantor |         | Consolidation
Adjustments |   | Total
Consolidated |  
|--------------------------------------------------- | ----------------------------------------- | ---------------------- | ------------ | ----------------------- | - | ------------------------- | ------- | ------------------------- | - | ------------------ | -
|Net cash provided by (used in) Operating activities |                                           | $                      | 54,506,114   |                         | $ | (12,167,080               | )       | $                         |  |                    | $
|Net cash used in investing activities               |                                           |                        | (161,904,855 | )                       |   | (21,770,121               | )       |                           |  |                    |  
|Net cash provided by financing activities           |                                           |                        | 111,795,928  |                         |   | 34,280,000                |         |                           |  |                    |  
|                                                    |                                           |                        |              |                         |   |                           |         |                           |   |                    |  
|                                                    | Net increase in cash on Hand and in banks |                        |              | 4,397,187               |   |                           | 342,799 |                           |   |                   |  
|Cash on hand in banks at beginning of the year      |                                           |                        | 12,844,764   |                         |   | 614,802                   |         |                           |  |                    |  
|                                                    |                                           |                        |              |                         |   |                           |         |                           |   |                    |  
|Cash on hand and in banks at the end of the year    |                                           | $                      | 17,241,951   |                         | $ | 957,601                   |         | $                         |  |                    | $
|                                                    |                                           |                        |              |                         |   |                           |         |                           |   |                    |  

F-34

---



Cash flow data for the year ended December 31, 2001:

|                                                    |                                                      | Tricom S.A.
Parent Co. |              | Subsidiaries
Guarantors |   | Subsidiaries
Not Guarantor |         | Consolidation
Adjustments |            | Total
Consolidated |  
|--------------------------------------------------- | ---------------------------------------------------- | ---------------------- | ------------ | ----------------------- | - | -------------------------- | ------- | ------------------------- | ---------- | ------------------ | -
|Net cash provided by (used in) operating activities |                                                      | $                      | 31,164,129   |                         | $ | 5,983,861                  |         | $                         | (3,145,534 | )                  | $
|Net cash used in investing activities               |                                                      |                        | (186,848,944 | )                       |   | (22,587,259                | )       |                           | (2,597,256 | )                  |  
|Net cash provided by financing activities           |                                                      |                        | 149,643,012  |                         |   | 16,828,077                 |         |                           | 5,936,412  |                    |  
|                                                    |                                                      |                        |              |                         |   |                            |         |                           |            |                    |  
|                                                    | Net increase (decrease) in cash on Hand and in banks |                        |              | (6,041,803              | ) |                            | 224,679 |                           |            | 193,622            |  
|Cash on hand and in banks at beginning of the year  |                                                      |                        | 17,241,951   |                         |   | 957,601                    |         |                           |           |                    |  
|                                                    |                                                      |                        |              |                         |   |                            |         |                           |            |                    |  
|Cash on hand and in banks at the end of the year    |                                                      | $                      | 11,200,148   |                         | $ | 1,182,280                  |         | $                         | 193,622    |                    | $
|                                                    |                                                      |                        |              |                         |   |                            |         |                           |            |                    |  

Cash flow data for the year ended December 31, 2002

|                                                    |                                           | Tricom S.A.
Parent Co. |             | Subsidiaries
Guarantors |   | Subsidiaries
Not Guarantor |          | Consolidation
Adjustments |            | Total
Consolidated |  
|--------------------------------------------------- | ----------------------------------------- | ---------------------- | ----------- | ----------------------- | - | -------------------------- | -------- | ------------------------- | ---------- | ------------------ | -
|Net cash provided by (used in) operating activities |                                           | $                      | (15,957,985 | )                       | $ | 35,380,401                 |          | $                         | (5,814,460 | )                  | $
|Net cash provided by (used in) investing activities |                                           |                        | (32,360,921 | )                       |   | (29,684,007                | )        |                           | 499,433    |                    |  
|Net cash provided by (used in) financing activities |                                           |                        | 42,737,161  |                         |   | (6,491,062                 | )        |                           | 5,459,493  |                    |  
|                                                    |                                           |                        |             |                         |   |                            |          |                           |            |                    |  
|                                                    | Net decrease in cash on Hand and in banks |                        |             | (5,581,745              | ) |                            | (794,668 | )                         |            | (119,334           | )
|Cash on hand in banks at beginning of the year      |                                           |                        | 11,200,148  |                         |   | 1,182,280                  |          |                           | 193,622    |                    |  
|                                                    |                                           |                        |             |                         |   |                            |          |                           |            |                    |  
|Cash on hand and in banks at the end of the year    |                                           | $                      | 5,618,403   |                         | $ | 387,612                    |          | $                         | 74,288     |                    | $
|                                                    |                                           |                        |             |                         |   |                            |          |                           |            |                    |  

F-35

---



16    Stockholders' equity

The authorized capital stock of the Company consists of 55,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock.

All
of the Company's outstanding shares are duly authorized, validly issued and fully paid. Both classes of capital stock vote together as a single class, except on any matter that would
adversely affect the rights of either class. The Class A common stock have one vote per share and the Class B stock have ten votes per share. The economic rights of each class of capital
stock are identical.

During
the second quarter of 2000, the Company sold 4,000,000 Class A common shares in a public offering for US$74.0 million, less issue costs of $6,852,774. The proceeds
of this issuance were used for capital expenditures to increase the capacity and coverage of local access, mobile and data networks, expand international facilities to support increased traffic volume
and to fund working capital.

In
October 2001, the Company issued 3,375,000 class A shares to the previous shareholders of TCN Dominicana, S. A. as part of the purchase price of the Company. The value
of these shares amounted to approximately $21.7 million, determined based on the average price of the shares of TRICOM, S.A. immediately before and after the date the agreement was announced.

During
the last quarter of 2001, the Company completed a Rights Offering of common stock to shareholders, including Oleander Holding, one of the Company's major shareholders, which is a
subsidiary of GFN Corporation, Ltd. As a result of this offer, the Company issued 11,170,920 class A shares for a total net proceeds of approximately $43.3 million, net of
issuance cost of $1,331,096.

At
December 31, 2002, the Company received a $70 million equity investment from a group of private investors, including the Company's chairman and chief executive officer.
The proceeds from this issuance, net of issue cost of $1,594,921 were used to repay short-term debt, thus reducing the Company's interest requirements. The Company issued 21,212,121 shares
of the Company's Class A common stock at a price of $3.30 per share.

17    Expense in lieu of income taxes

Through August 31, 2002, TRICOM, S.A. (Parent Company) paid its income tax based on the terms of a concession agreement signed with the government of the
Dominican Republic that stipulated a fixed rate of 10% on gross revenues after deduction of local network charges plus 10% of all long distance revenues. This tax was never to be less than
RD$18,000,000 (equivalent to $800,000). Total tax paid under this concession amounted to $10,173,983, $12,646,103 and $5,896,644 for the years ended December 31, 2000 and 2001 and the eight
month period ended August 31, 2002, respectively, and is presented as part operating cost in the accompanying consolidated statements of operations.

18    Income taxes

TRICOM, S.A. (Parent Company) and its subsidiaries operate in several jurisdictions and under different tax regimes, of which the most relevant operations are
located in the Dominican Republic, the United States of America and Panama. Accordingly, each subsidiary must file income and other tax returns for its operations in such jurisdictions. Because of the
differences in the tax legislations in each country, each of the individual subsidiaries must file separate income tax returns instead of one on a consolidated basis. Therefore, the information about
corporate income tax expense for the years ended December 31, 2000, 2001 and 2002, respectively, represents the sum of the tax obligations of each of the consolidated subsidiaries.

F-36

---



The
income tax expenses are as follow:

Current

Deferred

TotalYear ended December, 2000U.S. Federal

$
(96,487
)
(491,890
)
(588,377
)Year ended December, 2001U.S. Federal

$
(1,215
)
(374,318
)
(375,533
)Dominican Republic(a)


(135,843
)


(135,843
)$
(137,058
)
(374,318
)
(511,376
)Year ended December, 2002U.S. Federal

$


164,268

164,268Dominican Republic(a)


(1,112,460
)


(1,112,460
)$
(1,112,460
)
164,268

(948,192
)


---

Effective
September 1, 2002 TRICOM, S. A. (Parent Company) elected to pay its corporate income tax in accordance with the Tax Code of the Dominican Republic, as amended. This Code
establishes a tax that is the higher of 25% of net taxable income or 1.5% of gross revenues. As a result of this new tax regime, TRICOM, S. A. (Parent Company) paid $782,027 in 2002, based of 1.5% of
its gross revenues, and is presented as income tax expense in the accompanying consolidated statements of operations for the year ended December 31, 2002

F-37

---



The
components of deferred tax assets and liabilities are as follows:

|                               |                                                         | 2000 |         | 2001     |           | 2002      |           
|------------------------------ | ------------------------------------------------------- | ---- | ------- | -------- | --------- | --------- | ----------
|Deferred tax assets:           |                                                         |      |         |          |           |           |           
|                               | Deferred revenues                                       |      | $       | 211,304  |           | 910,711   |           
|                               | Property, plant and equipment in the Dominican Republic |      |         |         |           |          |           
|                               | Net operating loss carry forward                        |      |         | 195,064  |           | 487,340   |           
|                               | Tax credit carry forward                                |      |         | 132,961  |           | 132,961   |           
|                               | Other                                                   |      |         | 261,679  |           | 93,625    |           
|                               |                                                         |      |         |          |           |           |           
|Gross deferred tax assets      |                                                         |      | 801,008 |          | 1,624,637 |           | 9,110,903 
|Allowance valuation            |                                                         |      |        |          |          |           | (7,803,033
|                               |                                                         |      |         |          |           |           |           
|                               | Deferred tax assets, net                                |      |         | 801,008  |           | 1,624,637 |           
|                               |                                                         |      |         |          |           |           |           
|Deferred tax liabilities       |                                                         |      |         |          |           |           |           
|                               | Property and equipment in USA                           |      |         | 974,867  |           | 1,588,780 |           
|                               | IRC SEC 481 (a) adjustment                              |      |         |         |           | 559,071   |           
|                               | Accrued commission                                      |      |         |         |           |          |           
|                               | Othernet                                               |      |         |         |           | 24,963    |           
|                               |                                                         |      |         |          |           |           |           
|Total deferred tax liabilities |                                                         |      | 974,867 |          | 2,172,814 |           | 1,691,779 
|                               |                                                         |      |         |          |           |           |           
|                               | Deferred tax, net                                       |      | $       | (173,859 | )         | (548,177  | )         
|                               |                                                         |      |         |          |           |           |           

In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

At
December 31, 2002, the subsidiary in the United States has unused net operating loss carryover as follows:

Expires 2013

$
561,115Expires 2015


38,173Expires 2017


1,337,981


19    Pension benefits

Effective September 1, 2000, AFP Siembra, S. A., a related pension management company, assumed the administration of the Company's pension plan as
individual defined contribution accounts similar to the United States 401(k) plan. The plan management company maintains the investments on behalf of plan participants and reports changes in the value
of the individual accounts using the unit investment system. Under this plan, each participant has his or her own individual capitalization account, which was opened with total contributions and
benefits accrued in the predecessor pension plan. Under this arrangement, the Company contributes 5% of the employee's salary and the employee contributes 4%. During the four month period ended
December 31, 2000 and for the years ended December 31, 2001 and 2002, the Company's expense for this plan was approximately $207,000 and $739,000 and $662,505, respectively, and is
included as part of selling, general and administrative expenses in the accompanying consolidated statements of operations.

F-38

---



The
pension management company guarantees a minimum return of 1.5% over the mean of the average bid interest rate offered by certificates of deposit from Dominican commercial and
multiple service banks reported by the Central Bank of the Dominican Republic, determined monthly, considering the date in which the funds entered the individual account.

The
pension management company commits to permanently maintain on deposit with banks 90% of the instruments that comprise the total amount of the portfolio of funds being managed. The
cost of this service is RD$50 (approximately $2) per employee per month, which is deducted monthly from the contributions that the employer (the Company) makes. The pension management company earns 1%
annually on the cumulative balance of each account under its management.

Prior
to September 1, 2000, substantially all of the employees of the Company were included in a defined benefit plan that was established by Grupo Financiero Nacional, S.A. The
benefits were based on the years of service and the employees' compensation during the last several years before retirement. This plan was administered by the Pension and Retirement Plan of the Grupo
Financiero Nacional, S. A.

The
Company made annual contributions to the Plan based on contribution levels determined by independent actuaries. The Company's pension expense was approximately $531,000 in the year
ended December 31, 2000, and is included as part of selling, general and administrative expenses in the accompanying consolidated statements of operations.

20    Commitments and contingencies

A summary of commitments and contingencies at December 31, 2001 and 2002 is as follows:



F-39

---





The
Company maintains operating leases for the use of office space, telecommunications centers, commercial offices, warehouse, an automobile, an aircraft and others. These operating
leases are renewable at the end of the lease period, which is usually one year. Expenses for these leases in 2000, 2001 and 2002 were approximately $1,754,000, $2,600,000 and $2,900,000, and are
included in selling, general and administrative expenses in the consolidated statements of operations. The commitment for lease payments for the next five years is as follow:

Year

Amount2003

$
2,904,2582004


3,097,2962005


3,271,6342006


3,495,8382007 and beyond


11,929,472




F-40

---







F-41

---













F-42

---





F-43

---





Companies
based in the Dominican Republic maintain reserves under the provisions of U.S. Statement of Financial Accounting Standards "SFAS" No. 5 to cover the ultimate payment of
severance indemnities. Severance expense amounted to $760,740, $1,987,129 and $2,043,077 in the years ended December 31, 2000, 2001 and 2002, respectively and is included as part of selling,
general and administrative expenses in the accompanying consolidated statement of operations.

During
the year 2001, the fiscal authorities of the Dominican Republic audited the tax returns of the Company and its compliance with the tax law as it relates to withholdings and other
taxes for the years 1999, 2000 and through June 2001. In June 2002, the Company received notice from the Dominican tax service claiming that it owed additional amounts in respect of
taxes in lieu of income taxes for the period from January 1, 1999 through June 30, 2001 (the last day through which Dominican authorities have audited tax payments) and for withholding
tax on the wholly-owned subsidiary, TRICOM Latinoamérica and on certain other payments.

The
Service claims the Company miscalculated the tax in lieu of income tax payable under the concession agreement. The concession agreement provided the Company pays, within the first
ten days of each month (1) 10% of gross domestic revenues collected by the Company during the preceding month for telephone services, telegraph services, paging services, cellular services,
local, national and
international call services, as well as for any data transmission or broadcast services and other related telecommunications services minus access charges paid to other carriers for interconnection
and (2) 10% of net settlement revenues collected from foreign correspondent carriers for the use of the Company's network for termination of international long distance calls. The Service
claims that this tax was required to be calculated based upon accrued revenues rather than collections and seeks RD$98.8 million ($5.3 million), plus penalties and interest.

The
Service also claims that the Company was required to withhold and pay to the tax service 25% of the amount of the investment in TRICOM Latinoamérica, S. A., for
approximately $35 million. The 25% withholding tax generally applies to payments from Dominican source income for services to non-Dominican vendors and to certain dividends. The
Service seeks RD$168.1 million ($9.0 million), plus penalties and interest, with respect to this claim.

The
Company contested the notice with the Service, indicating that it was in full compliance with the terms in the concession agreement in calculating the tax based on collections rather
than accrued revenues and that there is no requirement to withhold tax on investments in a wholly owned subsidiary. On August 27, 2002, the Service rejected substantially all of the Company's
response and calculated the aggregate liability on the two claims, including penalties and interest, as RD$668.3 million ($35.5 million). The Service, however, agreed to drop the claims
for withholding tax on other payments to non-Dominican service providers.

The
Company appealed the Tax Service determination to the Ministry of Finance and both the Company and the Tax Service have the right to appeal any determination by the Ministry of
Finance to the tax courts. The Company considers that it has complied with its tax obligations. The Company considers that it has complied with its tax obligations, but if the Company is required to
pay a substantial amount in assessments, penalties and interest, it would reduce funds available for operations

F-44

---



and
it would require the Company to obtain additional financing, which may not be available to the Company on commercially attractive terms or at all.

As
of December 31, 2002 TRICOM, S.A. (Parent company) has paid the Tax Service $1,134,679 in connection with the resolution of the assessments related to withholdings and VAT.
This amount is presented as part of other expenses in the accompanying consolidated statements of operations.

21    Business and credit concentration

In the normal course of business, the Company has accounts receivable from carriers. Although the Company's exposure to credit risk associated with
non-payment by these carriers is affected by conditions or occurrences within the industry, most of these receivables are due from large, well-established companies. The
Company does not believe that this concentration of credit risk represents a material risk of loss.

22    Legal reserve

Article 58 of the Code of Commerce of the Dominican Republic requires all companies to segregate at least 5% of their net earnings as a legal reserve until
such reserve equals 10% of its paid- in capital. This reserve is not available for distribution as dividend, except in case of the dissolution of the corporation.

23    Stock option plan

On May 4, 1998, the Company initiated a Long-term Incentive Plan, in which certain employees could be granted options to purchase shares of the
Company's common stock. The Plan is administered by the Board of Directors of the Company and has the authority to determine which employees will participate in the Plan.

The
Plan authorizes grants of options to purchase up to 750,000 authorized Company shares. Stock options are granted with an exercise price equal to the stock's fair market value at the
date of grant. All stock options have a term of ten years and become exercisable after one and three years from the date of grant.

At
December 31, 2001 and 2002, there were 266,053 and 338,963 additional shares available for grant under the Plan, respectively.

Changes
in the number of shares subject to options are summarized as follows:

Options

Weighted Average
Exercise PriceBalance, December 31, 1999

313,420


8.96Granted

207,245


20.45Surrendered

(1,035
)

8.06Balance, December 31, 2000

519,630


13.53Granted(a)

486,757


6.82Surrendered(a)

(453,130
)

13.90Balance, December 31, 2001

(69,310
)

8.35Granted

483,947


7.17Cancelled

2,000


3.00Surrendered

(74,910
)

7.42Balance, December 31, 2002

411,037

$
7.11


---

F-45

---





The
number of repriced options was also reduced proportionately. All other conditions were unchanged. Effective July 1, 2000, the FASB issued Financial
Interpretation No. 44 (FIN 44) which amended APB 25 and requires "variable" accounting for all stock option repricing granted before six months of the cancelled date. As a result, these
options will require variable accounting until they are exercised, cancelled, forfeited or expired. Under variable accounting, compensation expense must be measured by the difference between the
exercise price and the market price of the Company's stock at each reporting period amortized over the vesting period. The effect of the application of FIN 44 during 2001 and 2002 was not significant.

Exercise
prices of options outstanding at December 31, 2002 ranged from $3 to $16. The following table provides certain information with respect to stock options outstanding at
December 31, 2002:

Options outstandingRange of exercise prices

Number Outstanding

Weighted Average
Exercise Price

Weighted Average
Remaining
Contractual Life$3.00 - $  5.00

7,000

$
3.46

9.26$5.01 - $  7.00

383,812


6.85

8.26$7.01 - $  9.00

7,225


8.10

7.03$9.01 - $16.00

13,000


16.00

7.50411,037

$
7.11

8.23


Options exercisableRange of exercise prices

Number Exercisable

Weighted Average
Exercise Price$3.00 - $  5.00

$


$
$5.01 - $  7.00


42,143


6.99$7.01 - $  9.00


2,709


8.10$9.01 - $16.00





44,852


The
weighted-average fair value at date of grant for options granted during 2001 and 2002 were $2.60 and $1.90, respectively and were estimated using the Black-Scholes
option valuation model with the following weighted-average assumptions.

2001

2002Expected life in years

7.50

7.50Interest rate

5.02

4.61Volatility

70.56

45.31Expected dividends






Warrants:

In
October, 1999 the Company entered into an agreement with a third party to provide investor relations service for a period of two years. The Company granted warrants to purchase
300,000 Class A common shares of the Company at an exercise price of $8.875 per share. At December 31, 2001 and 2002 the Company had vested the 300,000 shares for this contract.

F-46

---



The
Company recognized an expense for the fair value of these options using the Black-Scholes options pricing model as follows:

The
150,000 shares vested in 1999 were valued at the fair value of the shares at the date of grant and the 100,000 shares vested in the year 2000 were valued at the fair value of the
shares at the date they were vested. The Company had 50,000 shares that are not vested at December 31, 2000, that are valued at the fair value at December 31, 2000. At
December 31, 2001 and 2002 the shares related to this contract are valued at the fair value of the shares the date they were vested.

For
the years ended December 31, 2000 and 2001 the Company recognized an expense of $1,005,755 and $830,854, respectively, which is included as part of selling, general and
administrative expenses in the accompanying consolidated statements of operations. This contract had no effect in operating results during 2002.

24    Quarterly financial data (unaudited)

The following tables contain selected consolidated quarterly financial data for the Company:

|                                                                                                                                        |  | 2001 |           
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----------
|
|Total operating revenues                                                                                                                |  | $    | 57,449,378
|Operating costs, including depreciation charges of $12,069,872; $13,367,554; $14,378,645 and $14,616,134 for each quarter, respectively |  |      | 50,064,775
|                                                                                                                                        |  |      |           
|Operating income (loss)                                                                                                                 |  |      | 7,384,603 
|Other income (expenses), net                                                                                                            |  |      | (9,389,238
|                                                                                                                                        |  |      |           
|Loss before income taxes and minority interest                                                                                          |  |      | (2,004,635
|Income taxes                                                                                                                            |  |      | 16,139    
|                                                                                                                                        |  |      |           
|Loss before minority interest                                                                                                           |  |      | (1,988,496
|Minority interest                                                                                                                       |  |      |          
|                                                                                                                                        |  |      |           
|Net (loss)                                                                                                                              |  | $    | (1,988,496
|                                                                                                                                        |  |      |           
|Loss per share                                                                                                                          |  | $    | (0.07     
|                                                                                                                                        |  |      |           
|Number of common shares used in calculation                                                                                             |  |      | 28,844,544
|                                                                                                                                        |  |      |           

F-47

---



|                                                                                                                                        |  | 2002 |            
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -----------
|
|Total operating revenues                                                                                                                |  | $    | 64,050,634 
|Operating costs, including depreciation charges of $16,074,171; $16,184,346; $16,977,071 and $16,958,913 for each quarter, respectively |  |      | 62,574,605 
|                                                                                                                                        |  |      |            
|Operating income (loss)                                                                                                                 |  |      | 1,476,029  
|Other expenses, net                                                                                                                     |  |      | (12,601,928
|                                                                                                                                        |  |      |            
|Loss before income taxes and minority interest                                                                                          |  |      | (11,125,899
|Income taxes                                                                                                                            |  |      | (136,994   
|                                                                                                                                        |  |      |            
|Loss before minority interest                                                                                                           |  |      | (11,262,893
|Minority interest                                                                                                                       |  |      | 712,650    
|                                                                                                                                        |  |      |            
|Net loss                                                                                                                                |  | $    | (10,550,243
|                                                                                                                                        |  |      |            
|Loss per share                                                                                                                          |  | $    | (0.24      
|                                                                                                                                        |  |      |            
|Number of common shares used in calculation                                                                                             |  |      | 43,390,464 
|                                                                                                                                        |  |      |            

During
the fourth quarter of 2001, the Company recognized expenses for approximately $4 million for allowance for obsolescence of equipment pending installation,
as well as expenses incurred during the year corresponding to operational expenses related to the development of the Company's network in Panama.

During
the last quarter of 2002 the Company recognised expenses of approximately $19 million as a result of impairment of long-lived assets, intangible assets and
goodwill based on the requirements of SFAS 142 and 144.

F-48

---



25    Segment information

The Company has adopted Financial Accounting Standards Board Statement No. 131, "Disclosures about Segment of an Enterprise and Related Information", which
establishes standards for reporting information about a company's operating segments. The Company has divided its operations into five reportable segments: Wireline, Wireless, International, Cable
(from 2001) and Others based upon similarities in revenue generation, cost recognition, marketing and management of its businesses.

The
reporting segments follow the same accounting policies used for the Company's consolidated financial statements and described in the summary of significant accounting policies.
Management evaluates a segment's performance based upon profit or loss from operations before income taxes.

The
segments and a description of their business is as follows: Wireline which includes local access lines. Wireless which includes prepaid and postpaid mobile communication products and
services and trunking services. International which includes long distance carrier services. Cable which includes cable services revenues and Other which includes services such as paging, Internet,
data services, local prepaid calling cards and customer contact services.

F-49

---



Geographic

|                                                                  |  | 2000 |           
|----------------------------------------------------------------- |  | ---- | ----------
|
|Total operating revenues                                          |  | $    | 65,696,918
|Operating costs                                                   |  | $    | 62,056,005
|Operating income (loss)                                           |  | $    | 3,640,913 
|                                                                  |  |      |           
|Net earnings (loss) pre-tax                                       |  | $    | 2,183,875 
|                                                                  |  |      |           
|Net earnings (loss) before cumulative effect of accounting change |  | $    | 1,595,498 
|                                                                  |  |      |           
|Net earnings (loss)                                               |  | $    | 1,595,498 
|                                                                  |  |      |           
|Identifiable assets                                               |  | $    | 38,107,771
|                                                                  |  |      |           
|
|
|Total operating revenues                                          |  | $    | 75,390,307
|Operating costs                                                   |  | $    | 72,628,186
|Operating income (loss)                                           |  | $    | 2,762,121 
|                                                                  |  |      |           
|Net earnings (loss) pre-tax                                       |  | $    | 1,834,172 
|                                                                  |  |      |           
|Net earnings (loss) before minority interest                      |  | $    | 1,422,057 
|                                                                  |  |      |           
|Net earnings (loss)                                               |  | $    | 1,422,057 
|                                                                  |  |      |           
|Identifiable assets                                               |  | $    | 42,749,104
|                                                                  |  |      |           
|
|
|Total operating revenues                                          |  | $    | 82,330,892
|Operating costs                                                   |  | $    | 90,761,674
|Operating income (loss)                                           |  | $    | (8,430,782
|                                                                  |  |      |           
|Net earnings (loss) before minority interest                      |  | $    | (9,178,130
|                                                                  |  |      |           
|Net earnings (loss)                                               |  | $    | (9,178,130
|                                                                  |  |      |           
|Identifiable assets                                               |  | $    | 42,816,480
|                                                                  |  |      |           

---

F-50

---



Products and Services

|                                                                   |  | 2000 |             |   |            
|------------------------------------------------------------------ |  | ---- | ----------- | - | -----------
|
|Revenues                                                           |  | $    | 83,491,208  |   | 42,450,018 
|Operating costs                                                    |  | $    | 63,616,640  |   | 27,492,294 
|Operating income (loss)                                            |  | $    | 19,874,568  |   | 14,957,724 
|Net earnings (loss) pre-tax                                        |  | $    | 7,361,656   |   | 1,407,445  
|Net earnings (loss) before cumulative effects of accounting change |  | $    | 7,361,656   |   | 1,407,445  
|Identifiable assets                                                |  | $    | 228,852,370 |   | 194,248,738
|Depreciation expense                                               |  | $    | 27,109,500  |   | 5,185,718  
|Capital expenditures                                               |  | $    | 42,975,001  |   | 90,751,943 
|
|
|Revenues                                                           |  | $    | 98,645,084  |   | 44,045,919 
|Operating costs                                                    |  | $    | 84,792,941  |   | 39,897,445 
|Operating income (loss)                                            |  | $    | 13,852,143  |   | 4,148,474  
|Net earnings (loss) pre-tax                                        |  | $    | (11,409,217 | ) | (6,623,848 
|Net earnings (loss) before minority interest                       |  | $    | (11,409,217 | ) | (6,623,848 
|Identifiable assets                                                |  | $    | 348,967,885 |   | 194,052,349
|Depreciation expense                                               |  | $    | 38,252,541  |   | 10,546,909 
|Capital expenditures                                               |  | $    | 55,655,735  |   | 17,780,482 
|
|
|Revenues                                                           |  | $    | 85,885,327  |   | 44,679,579 
|Operating costs                                                    |  | $    | 88,715,423  |   | 57,960,197 
|Operating income (loss)                                            |  | $    | (2,830,096  | ) | (13,280,618
|Net earnings (loss) pre-tax                                        |  | $    | (38,838,247 | ) | (33,434,902
|Net earnings (loss) before minority interest                       |  | $    | (39,742,831 | ) | (32,550,625
|Identifiable assets                                                |  | $    | 331,220,279 |   | 155,670,029
|Depreciation expense                                               |  | $    | 31,845,445  |   | 22,779,325 
|Capital expenditures                                               |  | $    | 23,446,404  |   | 2,739,438  

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F-51

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26    New accounting standards

In June 2001, the FASB issued SFAS No. 143,Accounting for Asset Retirement Obligations(SFAS
No. 143). SFAS No. 143 requires the Company to record fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the
retirement of tangible long-lived asset that result from the acquisition, construction development and/or normal use of the assets. The Company also records a corresponding asset, which is
depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of
time and change in the estimated future cash flows underlying the obligation. The Company is required to adopt SFAS No. 143 on January 1, 2003. The adoption of SFAS No. 143 is not
expected to have a material effect on the Company's financial statements.

In
April 2002, the FASB issued SFAS No. 145,Rescission of FASB StatementsNo. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. SFAS No. 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain
or loss as extraordinary, as the use of such extinguishment has become part of the risk management strategy of many companies. SFAS No. 145 also amends SFAS No. 13 to require
sale-leaseback accounting for certain lease modifications that have economic effects similar to sale-leaseback transactions. The provisions of the Statement related to the
rescission of Statement No. 4 is applied in fiscal years beginning after May 15, 2002. Earlier application of these provisions is encouraged. The provisions of the Statement related to
Statement No. 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 is not expected to have a material
effect on the Company's financial statements.

In
June 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities. SFAS
No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity. The provisions of this Statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 is not expected to have a material effect on the
Company's financial statements.

In
November 2002, the FASB issued Interpretation No. 45,Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation
elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements
about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and are not expected to
have a material effect on the Company's financial statements. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002.

In
December 2002, the FASB issued SFAS No. 148,Accounting for Stock-Based CompensationTransition and
Disclosure, an amendment of FASB Statement No. 123. This Statement amends FASB Statement No. 123,Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition,
this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. The transition and annual disclosure
requirements of SFAS 148 are effective for interim periods beginning after December 15, 2002.

F-51

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In
January 2003, the FASB issued Interpretation No. 46,Consolidation of Variable Interest Entities, an interpretation of
ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to
variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The application
of this Interpretation is not expected to have a material effect on the Company's financial statements. The Interpretation requires certain disclosures in financial statements issued after
January 31, 2003 if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective.

27    Non-cash financing and investing activities

During the year 2001, the Company entered into capital leases for $3,345,398 (See note 12).

During
the year 2001, as part of the acquisition of TCN Dominicana, S. A., the Company issued 3,375,000 Class A common stock with a value of $21,667,500. (See note 9).

28    Fair value of financial instruments

The following table presents the carrying amount and estimated fair values of the Company's financial instruments at December 31, 2001 and 2002. The fair
value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. Amount in parentheses represent liabilities.

|                                           |  | At December 31, |             
|------------------------------------------ |  | --------------- | ------------
|
|
|Cash on hand and in banks                  |  | $               | 12,576,050  
|Accounts receivable net                    |  |                 | 34,498,654  
|Investmentscertificates of deposits       |  |                 | 15,200,000  
|Notes payable to banks and related parties |  |                 | (113,948,367
|Accounts payable                           |  |                 | (37,126,064 
|Interest payable                           |  |                 | (11,331,294 
|Other liabilities                          |  |                 | (14,644,012 
|Accrued expenses                           |  |                 | (8,941,506  
|Commercial paper                           |  |                 | (30,396,315 
|Capital leases                             |  |                 | (17,856,766 
|Long-term debtbanks and related parties   |  |                 | (135,953,280
|Long-term debtsenior notes                |  |                 | (200,000,000
|                                           |  |                 |             

The
following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash
on hand and in banks, investments in certificates of deposit, notes payable to banks and related parties, accounts payable, other liabilities and accrued expenses; the carrying
amounts approximate fair value because of the short maturity of these instruments. Accounts receivable are adjusted by their valuation allowance and, therefore, are presented at realizable value that
approximates fair value.

F-52

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Capital
lease, commercial paper and long-term debt-banks and related parties: the fair value was estimated by discounting the future cash flows of each instrument
at rates currently offered to the Company for similar debt instruments by the Company's bankers.

Long-term
debtsenior notes: The fair value of this long term debt was estimated based on quoted market prices on the last business day of the year.

29    Impairment of long-lived assets

At December 31, 2002, the Company recognised an asset impairment charge of $12,084,483 attributable to certain fixed assets (paging of $1,330,748 and
analog network of $10,753,735). As a result of a deterioration of the telecommunication business, the Company assessed the recoverability of certain long-lived assets in conformity with
Statement of Financial Accounting Standards No. 144. The Company was required to reduce the carrying value of the assets to fair value and recognized an asset impairment charge because the
carrying value of the affected assets exceeded the projected future discounted cash flows of these assets.

F-53

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for
filing Form 20-F and has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                      |  | TRICOM, S.A.
|--------------------- |  | ------------
|Dated: April 29, 2004 |  | By:         

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INDEX TO EXHIBITS

|Exhibit
Number |  |                                                                                                                                                                                                                                                                                                                    
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            |  | Amended and Restated By-laws of TRICOM, S.A. with English translation thereof (incorporated by reference to Exhibit 3 to our Amendment No. 1 of the Registration Statement on Form F-1, filed on May 1, 1998 (file no. 333-08574)
).                                                                               
|2.1            |  | Indenture, dated August 21, 1997, between The Bank of New York, as trustee, and TRICOM, S.A. (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-4, filed on December 29, 1997 (file no. 08150)
).                                                                                   
|2.2            |  | Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Amendment No. 1 to Registration Statement on Form F-1, filed on May 1, 1998 (file no. 333-08574)).                                                                                                                       
|2.3            |  | Form of American Depositary Receipt (included as part of Exhibit 2.4) (incorporated by reference to Exhibit 4.2 to our Registration Statement on Form F-1, filed on April 2, 1998 (file no. 333-08574)).                                                                                                           
|2.4            |  | Form of Deposit Agreement between The Bank of New York, TRICOM, S.A. and owners and holders of American Depositary Receipts (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form F-1, filed on April 2,
1998 (file no. 333-08574)).                                                     
|4.1            |  | IDEN® Infrastructure Supply Agreement, dated July 31, 2000, between Motorola, Inc. and Tricom Latinoamerica, S.A. (incorporated by reference to Exhibit 4.1 to our Annual report on Form 20-F/A, filed on November 21, 2001 (file no.
14816)).                                                                     
|4.2            |  | Concession Agreement, dated February 20, 1996, between the Dominican State and TRICOM, S.A. (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-4, filed on December 29, 1997 (file no. 333-08150)
).                                                                               
|4.3            |  | Concession Agreement, dated April 30, 1990, between the Dominican State and TRICOM, S.A. (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form F-4, filed on December 29, 1997 (file no. 333-08150)
).                                                                                  
|4.4            |  | Interconnection Agreement, dated May 17, 1994, between Compania Dominicana de Telefonos, C. por A. (Codetel) and TRICOM, S.A. (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-4, filed on
December 29, 1997 (file no. 333-08150)).                                              
|4.5            |  | Addendum to Interconnection Agreement, dated January 2, 1998, between Codetel and TRICOM, S.A. (incorporated by reference to Exhibit 10.4 to our Amendment No. 1 to Registration Statement on Form F-1, filed on May 1, 1998 (file no.
333-08574)).                                                                
|4.6            |  | Amended and Restated Shareholders Agreement among TRICOM, S.A., Motorola, Inc. and Oleander Holding, Inc. (incorporated by reference to Exhibit 10.7 to our Amendment No. 1 to Registration Statement on Form F-1, filed on May 1, 1998
(file no. 333-08574)).                                                     
|4.7            |  | 1998 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 to our Amendment No. 1 to Registration Statement on Form F-1, filed on May 1, 1998 (file no. 333-08574)).                                                                                                                                
|4.8            |  | The Guaranty, dated August 21, 1997, issued by each of TRICOM's subsidiaries in favor of the holders of the 113/8% notes due 2004 under the Indenture, dated August 21, 1997 (incorporated by reference to
Exhibit 4.2 to our Registration Statement on Form F-4, filed on December 29, 1997 (file no. 333-08150)).
|               |  |                                                                                                                                                                                                                                                                                                                    

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|4.9  |  | Dealer Manager Agreement, dated December 18, 2002, among TRICOM, S.A., the guarantors named therein and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 1.1 to our Amendment No. 1 to Registration Statement on Form F-4,
 filed on March 20, 2003 (file no. 333-101922)).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.1  |  | List of Subsidiaries.                                                                                                                                                                                                                                                                    
|12.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                      
|12.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                      
|13.1 |  | Certification by Chief Executive Officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.                                                                                                                          
|13.2 |  | Certification by Chief Financial Officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.                                                                                                                          

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