UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549

                            FORM 10-K/A
                         (Amendment No. 1)

   [X]    Annual Report Pursuant to Section 13 or 15(d) of the
                       Securities Exchange
                           Act of 1934
           For the Fiscal Year Ended December 31, 1998

                               or

[  ]    Transition Report Pursuant to Section 13 or 15(d) of the
                           Securities
                      Exchange Act of 1934
     For the transition period from __________ to __________

                     COMMISSION FILE NUMBERS:

                  TRITON PCS, INC. - 333-57715
       TRITON PCS OPERATING COMPANY L.L.C. - 333-57715-02
        TRITON PCS LICENSE COMPANY L.L.C. - 333-57715-02
       TRITON PCS EQUIPMENT COMPANY L.L.C. - 333-57715-03
       TRITON PCS PROPERTY COMPANY L.L.C. - 333-57715-04
       TRITON PCS HOLDINGS COMPANY L.L.C. - 333-57715-05
        TRITON MANAGEMENT COMPANY, INC.  - 333-57715-06
   (Exact names of Registrants as specified in their charters)

       Delaware                                 23-2930873
       Delaware                                 23-2941874
       Delaware                                 23-2941874
       Delaware                                 23-2941874
       Delaware                                 23-2941874
       Delaware                                 23-2941874
       Delaware                                 23-2940271
   (State or other jurisdiction of            (I.R.S. employer
  incorporation or organization)        identification number)

                      375 Technology Drive
                   Malvern, Pennsylvania 19355
     (Address and Zip Code of  principal executive offices)

                         (610) 651-5900
       (Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of  the Act: None

Indicate by check mark whether the Registrant (1) have filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X        No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrants knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

State the aggregate market value of the voting equity securities
held by non-affiliates of the Registrants: There is no public
trading market for the equity securities of the Registrants and,
accordingly, the Registrants are not presently able to determine
the market value of equity securities held by non- affiliates.

Triton PCS Operating Company L.L.C., Triton PCS License Company
L.L.C., Triton PCS Equipment Company L.L.C., Triton PCS Property
Company L.L.C., Triton PCS Holdings Company L.L.C. and Triton
Management Company, Inc. meet the conditions set forth in General
Instruction I.



                          TRITON PCS INC
                            FORM 10-K/A
                         (Amendment No. 1)
                         TABLE OF CONTENTS

                                                                  PAGE
PART I
Item 1      Business                                              1
Item 2      Properties                                            14
Item 3      Legal Proceedings                                     14
Item 4      Submission of Matters to a Vote                       14

PART II
Item 5      Market for Registrants Stock                          14
Item 6      Selected Financial Data                               14
Item 7      Managements Discussion and Analysis of Financial
               Condition and Results of Operations.               16
Item 7A     Quantitative and Qualitative Disclosure
               about Market Risk                                  21
Item 8      Financial Statements & Supplementary Data.             F-1
            Report of PricewaterhouseCoopers LLP.                  F-2
            Combined Balance Sheet.                                F-3
            Combined Statement of Operations.                      F-4
            Combined Statements of Stockholders Equity.            F-5
            Combined Statement of Cash Flows.                      F-6
            Description of Business                                F-7
            Summary of Significant Accounting Policies.            F-7
Item 9      Changes in and Disagreements with Accountants         22

PART III
Item 10     Executive Officers and Directors.                     22
Item 11     Executive Compensation.                               24
Item 12     Security Ownership.                                   25
Item 13     Certain Relationship.                                 27

PART IV
Item 14     Exhibits, Financial Statement Schedules and Reports on
             Form 8-K
            Signatures
            Exhibit Index



ITEM 1.  BUSINESS

THE COMPANY

     The Company intends to become a leading provider of wireless
broadband personal communications services (commonly referred  to
as  PCS)  in  the  southeastern United States.  The  Company  was
established by Michael Kalogris, Steven Skinner and other  former
executives  of Horizon Cellular Group, along with various  equity
investors,  with the intent to develop and operate a leading  PCS
network  in  the Southeast. In October 1997, the Company  entered
into  a  joint  venture agreement with AT&T PCS,  a  wholly-owned
subsidiary of AT&T Corp. (together with affiliates AT&T), whereby
the  Company will be the exclusive pr ovider of wireless mobility
services under the AT&T consumer brand name in a contiguous  area
covering approximately 11 million Pops (each person in a  defined
market  area)  in  the southeastern United States  the  (Licensed
Area).  AT&T PCS contributed certain PCS licenses to the  Company
covering the Licensed Area in exchange for an equity interest  in
the  Company. Additionally, the Company is a party to  agreements
with  AT&T that, among other things, allow the Company to benefit
from  AT&Ts  nationwide wireless footprint  and  promotional  and
marketing efforts and provide the Company with favorable  roaming
and  long distance rates for services on AT&Ts wireless and  long
distance   networks.  See  Certain  Relationships   and   Related
Transactions--The AT&T Agreements. The PCS Licenses authorize the
Company  to  provide  PCS services to such major  population  and
business    centers    as   Charleston,   SC,    Columbia,    SC,
Greenville/Spartanburg, SC, Richmond, VA and Augusta, GA, as well
as  major  destination resorts such as Myrtle Beach,  SC,  Hilton
Head,  SC and Kiawah Island, SC. The Company commenced commercial
operations  in  the  first quarter of 1999  in  an  initial  area
covering approximately 40% of the Pops in the Licensed Area  (the
Initial Configuration).

      The  Company  believes the Licensed  Area  has  outstanding
demographic  characteristics, including strong population  growth
and  favorable population density and traffic patterns. According
to  Paul  Kagan  Associates, Inc., from 1995 to 2000,  population
growth  in  the Companys markets is expected to be nearly  double
the national average. Additionally, the population density in the
Companys  markets is 57% above the national average, and  traffic
density in the Companys markets (measured by daily car miles  per
interstate highway miles) is 7% above the national average. See -
-Summary  Market  Data. The Company believes  that  its  Licensed
Area,  together  with  AT&Ts recently launched  wireless  systems
located  in the adjacent cities of Washington, DC, Charlotte,  NC
and, Atlanta, GA, creates a large, contiguous area which provides
numerous cost and other synergistic benefits.

     The Company intends to offer customers affordable, reliable,
high-quality mobile telecommunications services. Specific service
offerings  will  include  single  number  service  and   advanced
features such as call screening and caller ID. As the market  for
wireless    telecommunications   services   and   the    Companys
technological  capabilities  continue  to  develop,  the  Company
expects  to offer additional wireless applications such as  high-
speed  data transmission to and from computers, wireless  office,
advanced paging, facsimile and Internet access services.

      The  Company has chosen to build its PCS network using Time
Division Multiple Access (TDMA) technology based upon the  IS-136
standard (TDMA/IS-136) which is the technology utilized by  AT&Ts
nationwide  wireless network, thus allowing the Companys  network
to  be  compatible  with  AT&Ts and  other  TDMA/IS-136  networks
immediately  upon launch of operations. TDMA/IS-136, among  other
things,  allows  service providers to offer  enhanced  integrated
services  not  currently offered by traditional  analog  cellular
providers,  including  integrated voicemail,  custom-calling  and
short-messaging.  Currently  three  of  the  top  four   wireless
telecommunications  companies  in  the  U.S.,  based  on  current
customers, utilize TDMA/IS-136 technology.

      On June 30, 1998, the Company acquired an existing cellular
system  which  serves Myrtle Beach, SC and the surrounding  area,
from  Vanguard  Cellular System of South  Carolina,  Inc.  for  a
purchase  price  of  approximately $164.5  million.  The  Company
believes  it  will seamlessly integrate the Myrtle Beach  system,
which  uses  digital  TDMA/IS-136 cellular technology,  into  its
planned  PCS network as part of the Initial Configuration.  Since
the  Myrtle Beach system is within the Licensed Area, it operates
under  the AT&T agreements. The Company believes that the  Myrtle
Beach acquisition has (i) provided the Company with a system that
currently  generates  positive cash flow,  (ii)  accelerated  the
ability  of  the Company to capture roaming traffic generated  by
Myrtle Beachs highly transitory population, (iii) accelerated the
Companys time-to-market in South Carolina and (iv) rendered a PCS
build-out in the Myrtle Beach region unnecessary.

                                    1

      On December 31, 1998, the Company acquired from AT&T (i) an
FCC  license to use 20 MHz of authorized frequencies  to  provide
broadband  PCS services throughout the entirety of  the  Norfolk,
Virginia  BTA  and (ii) certain assets of AT&T PCS  used  in  the
operation of the PCS system in such BTA for an aggregate purchase
price  of $111 million. The build-out of the network relating  to
the  Norfolk Acquisition, including the installation of a switch,
has  been  substantially completed and the Norfolk BTA  commenced
commercial  operations in the first quarter  of  1999.  With  the
Norfolk  Acquisition,  coverage within  the  Companys  contiguous
footprint totals approximately 13 million Pops.

     In addition to the contribution by AT&T of the PCS Licenses,
the  Company  has  raised  $140  million  of  irrevocable  equity
commitments  payable  over a three-year period,  $80  million  of
which  has  been received by the Company as of, March  26,  1999,
from,  or from entities managed by, Chase Capital Partners,  J.P.
Morgan   Investment   Corporation,   Desai   Capital   Management
Incorporated, Toronto Dominion Capital (USA), Inc.,  First  Union
Capital Partners, Inc. and Duff Ackerman Goodrich & Assoc.,  L.P.
See   Certain   Relationships   and   Related   Transactions--The
Securities Purchase Agreement. The Company has also received from
the  cash  equity  investors  (i) an additional  $35  million  in
connection   with   the   Myrtle  Beach  Acquisition   and   (ii)
approximately  $16.5  million  in  connection  with  the  Norfolk
Acquisition.

STRATEGIC ALLIANCE WITH AT&T

        AT&T    holds   FCC   licenses   to   provide    wireless
telecommunications  service in areas covering  96%  of  the  U.S.
population. In order to effectively and rapidly construct its PCS
markets and commence offering wireless services, AT&T has focused
on  building out selected cities within its coverage area,  while
entering   into  agreements  with  certain  independent  wireless
operators,  such  as the Company, to build out  and  operate  the
remainder  of its PCS markets. AT&T contributed the PCS licenses,
covering 20 MHz of spectrum in the Licensed Area, in exchange for
an  equity  interest  in  the Company and  certain  other  rights
including  preemptive rights and the right to appoint  one  board
member. AT&T has retained 10 MHz of spectrum in the Licensed Area
for use as a non-mobile wireless provider. The terms of the joint
venture  between the Company and AT&T, including those  governing
the  10  MHz of spectrum retained by AT&T, are set forth  in  the
AT&T  agreements  described below. See Certain Relationships  and
Related Transactions--The AT&T Agreements.

      The Company believes its alliance with AT&T will enable the
Company  to  benefit  from  AT&Ts  brand  name  recognition   and
marketing   efforts   and  provides  numerous   other   strategic
advantages, including the following:

      LICENSE RIGHTS. The Company will market its PCS services as
Member,   AT&T  Wireless  Network  and  will  use  the   globally
recognized AT&T logo.

     COMPANY EXCLUSIVITY. The Company will be AT&Ts exclusive
provider of wireless mobility services for people residing within
the Licensed Area.

      AT&T EXCLUSIVITY. The Company will use AT&T as its provider
of telecommunications services, other than wireless mobility, for
its  ancillary or bundled services, including long distance  and,
where applicable, local service to the Company.

      ROAMING.  AT&Ts and the Companys customers  who  own  dual-
band/dual-mode  phones will roam on each others  mobile  wireless
systems.

      PRODUCTS  AND SERVICES. The Company expects to continue  to
benefit from AT&T related discounts on such products and services
as  handsets, infrastructure equipment and billing services.  For
example, the Company has entered into an agreement with Nokia  to
supply  mobile telephone equipment, software and services at  the
discounted prices set for AT&T affiliates.

      RESALE  BY  AT&T. The Companys network will be utilized  by
AT&T  to provide the Companys service to accounts that reside  in
the   Licensed  Area.  See  Certain  Relationships  and   Related
Transactions--The Stockholders Agreement-- Exclusivity.

                                2

BUSINESS STRATEGY

     The Company intends to become a leading provider of wireless
broadband communications services in its markets. To achieve its
objective, the Company will pursue the following business
strategies:

      LEVERAGE  RELATIONSHIP WITH AT&T. The  Company  intends  to
capitalize  on  the  marketing  opportunities  derived  from  its
relationship with AT&T, including (i) co-branding with  the  AT&T
logo,  (ii) nationwide coverage, (iii) an expansive home  calling
area  and  (iv) bundling of AT&T telecommunications products  and
service offerings. The Company believes its affiliation with AT&T
will  also  yield  the following benefits: (a)  favorable  vendor
contracts,  (b)  long-term roaming arrangements  with  prescribed
pricing,  including preferred carrier status for  AT&T-affiliated
roaming  traffic, and (c) availability of AT&Ts Network Operating
Centers and customer service centers.

      EXECUTE  INTEGRATED MARKETING PLAN. The Company intends  to
adopt  a  marketing  approach  that  leverages  AT&Ts  nationwide
presence and brand name. The Company expects to capitalize on its
regional  focus  and  its  ability, as a  small,  entrepreneurial
company,  to respond quickly and creatively to changing  customer
needs.  In  all of its marketing efforts, the Company intends  to
emphasize  the improved quality, enhanced features and  favorable
pricing  of  its  PCS  system. Its marketing  strategy  has  been
designed  to increase overall wireless communications penetration
with an emphasis on mass marketing concepts designed to appeal to
a broad demographic base.

      CAPITALIZE ON EXTENSIVE TERRITORIAL REACH.   The  Licensed
Area covers a significant percentage of the population of
Virginia, virtually all of South Carolina, the Augusta region of
northeast Georgia and large sections of the eastern and western
portions of North Carolina. The Company believes that it will
have an advantage over its competitors, which have less extensive
and/or non-contiguous coverage by offering regional and state-
wide PCS services using 100% of its own network facilities. Thus,
the Company will not need to use a third party long-distance
carrier, and will therefore be able to complete almost any  call,
within its region, without incurring roaming charges. The Company
has  designed  its network to minimize its interconnect  expenses
and reduce infrastructure  costs.  In addition, the Company
operates its entire system utilizing only two regional offices,
thereby reducing its general and administrative expenses.

      PROVIDE SUPERIOR CUSTOMER SERVICE. The Companys strategy is
predicated  on  building  strong,  enduring  relationships   with
customers.  The  Company is developing an organization  in  which
each employee views his or her function in terms of the impact on
the  customer.  In  support  of this strategy,  the  Company  has
developed a compensation plan tied to the attainment of  customer
quotas  and  customer retention rates. Furthermore,  the  Company
intends  to effectively manage its customer relationships through
the  use of sophisticated information systems that best meet  the
evolving needs of individual customers.

     DEPLOY STATE-OF-THE-ART TECHNOLOGY.   The Companys choice of
TDMA  technology  utilizing  the  IS-136  platform  provides  the
Company with the opportunity to capitalize on certain advantages,
such  as  higher  voice  quality, greater security  and  enhanced
features,  relative  to analog cellular service  providers.  This
technology also provides for more powerful error correction, less
susceptibility to fading and reduced interference (which  results
in  fewer dropped calls) and increased customer capacity relative
to a typical analog system. In addition, the TDMA dual-band/dual-
mode  handsets provide operating capability in both digital  mode
at  1900  MHz  and  800 MHz and analog mode at 800  MHz,  thereby
increasing the customers roaming capabilities. Furthermore,  TDMA
utilizes  a  hierarchical cell structure that  allows  for  cost-
effective  capacity  enhancement  and  greater  customization  of
calling plans.

      EXECUTE HIGH QUALITY BUILD-OUT PLAN.   The Company plans to
construct a state-of-the-art, high quality network. The  Companys
radio  frequency design has a high density of cell  sites  which,
together  with  the  use of digital technology,  will  allow  the
Companys  system  to handle higher traffic demand  than  cellular
operators,  thereby  allowing the Company  to  offer  lower  per-
minute  rates.  The  Companys  network  design  will  also  allow
extensive use of micro- and mini-cell sites to service expensive,
difficult  to  reach  locations  and  coverage  gaps  within  the
Companys wireless network.

                                  3

POTENTIAL EXCHANGE

      On  March  24, 1998, the Company entered into a non-binding
letter  of intent related to certain transactions, including  the
potential  acquisition of 1.9 million additional net  incremental
Pops,  and the exchange of the Hagarstown, MD and Cumberland,  MD
BTAs.  The  agreement  has  been modified  to  only  include  the
exchange  of  512,000  Pops located in  the  Hagerstown,  MD  and
Cumberland, MD BTAs for 517,000 Pops located in certian countries
in  Savannah, GA and Athens, GA BTAs, all of which are contiguous
to  the Companys existing service area. Due to the difference  in
value   per   Pop   of  the  BTAs  exchanged,  consideration   of
approximately  $9.7  million, all of  which  is  expected  to  be
represented by non- cash equity interests in Triton PCS  Holdings
Company,  Inc. (Holdings) will be issued to AT&T. The transaction
is  subject  to execution of a definitive exchange agreement  and
closing conditions typical in transactions of this nature. If the
transaction  is  consummated, Holdings intends to contribute  the
Savannah, GA and Athens, GA licenses to the Company. The Savannah
and Athens Pops have not been built, however, the Company expects
that  the  Pops  will be included in the current  build-out  plan
developed for the Companys existing footprint.

                                4

                       SUMMARY MARKET DATA

     The  Company believes the contiguous markets covered by  the
PCS   licenses  are  in  an  area  with  attractive   demographic
characteristics,   including  strong  population   growth,   high
population and local interstate traffic density.


                                                         Local
                                                      Interstate
                               % Growth    Population   Traffic
LICENSED AREAS(1)    POPS(2)  1995-2000(3) DENSITY(4)  DENSITY(5)


CHARLOTTE MTA
Anderson, SC             329.4     0.97%       114       29,830
Asheville/
   Hendersonville, NC    568.2     1.41         93       28,806
Charleston, SC           638.0    (0.10)       118       36,887
Columbia, SC             627.9     1.18        158       31,678
Fayetteville/
   Lumberton, NC         642.0     1.51        133       27,781
Florence, SC             257.0     0.80        113       24,924
Goldsboro/Kinston, NC.   233.0     0.98        114        9,068
Greenville/
   Washington, NC.       241.3     1.31         60         n.a.
Greenville/
   Spartanburg, SC       853.2     0.94        215       28,578
Greenwood, SC.            72.8     0.58         91         n.a.
Hickory/Lenoir, NC       319.9     1.16        196       31,709
Jacksonville, NC         150.3     0.67        197         n.a.
Myrtle Beach, SC         156.6     0.83        137         n.a.
New Bern, NC             166.9     0.49         82         n.a.
Orangeburg, SC           118.8     0.25         63       27,530
Roanoke Rapids, NC        79.6     0.55         63       28,837
Rocky Mount/
   Wilson, NC            212.7     0.82        150       26,101
Sumter, SC               154.1     0.87         92       19,303
Wilmington, NC           304.3     2.50        106       14,139
KNOXVILLE MTA
Kingsport, TN.           682.2     0.38        116       23,560
Middlesboro/
   Harlan, KY.           123.3     0.23         77         n.a.
ATLANTA MTA
Augusta, GA.             567.8     0.51         88       24,425
Savannah, GA.            128.9     1.38         78       24,362
WASHINGTON MTA
Charlottesville, VA.     211.4     1.13         73       15,981
Cumberland, MD.          159.9    (0.09)        63       15,239
Fredricksburg, VA.       132.5     2.64         98       67,775
Hagerstown, MD/
   Chambersburg, PA.     353.8     0.64        160       25,319
Harrisonburg, VA.        140.9     0.98         57       29,618
Winchester, VA.          154.8     1.23        116       25,166
RICHMOND MTA
Danville, VA.            177.6     0.32         79         n.a.
Lynchburg, VA.           158.1     0.01        116       32,447
Martinsville, VA.         89.3    (0.34)       102         n.a.
Richmond/
   Petersburg, VA.     1,202.7     0.84        131       36,233
Roanoke, VA.             638.8     0.48         90       27,649
STAUNTON/
   WAYNESBORO, VA.       106.9     0.62         75       27,180
TRITON TOTAL/AVERAGE  11,155.9(6)  1.57(7)   143.3     33,570(9)
U.S. AVERAGE              n.a.     0.83(10)  77(11)   31,521(12)

Does not include Norfolk/Virginia Beach which represents 1,772.0
Pops.


All figures based on estimates for 1997 by Paul Kagan Associates,
Inc.

(1)  Licensed Areas are segmented into BTAs, except for
     Savannah, GA, which includes only Beaufort, Hampton and Jasper
     counties from the Savannah, GA BTA.

(2)  Pops  in thousands. Based on Kagan estimates, in which  the
     estimated average annual population growth rate for 1995-2000 was
     applied  to estimates of 1995 Pops to calculate the 1997 Pops  in
     each market.

(3)  Estimated  average annual population growth based  on  1995
     population and estimated 2000 population.

(4)  Number of Pops per square mile.

(5)  Daily vehicle miles traveled (interstate only) divided by
     interstate highway miles in that market.

(6)  Total Pops in the Licensed Area.

(7)  See note 3. Weighted by Pops. Projected average annual
     population growth in the Licensed Area.

(8)  Weighted by Pops. Average number of Pops per square mile in
     the Licensed Area.

(9)  Weighted  by interstate miles. Average daily vehicle  miles
     traveled (interstate only) divided by interstate highway miles in
     the Licensed Area.

(10) See note 3. Projected average annual population growth  for
     the U.S.

(11) Average number of Pops per square mile for the U.S.

(12) Average  daily  vehicle miles traveled  (interstate  only)
     divided by interstate highway miles for the U.S.

                                   5

SERVICES AND FEATURES

      The  Company intends to provide affordable, reliable, high-
quality  mobile telecommunications service. Through  its  digital
PCS  network,  the Company plans to introduce  a  wide  array  of
services and features that are designed to provide customers with
greater  capabilities in call management and increase  usage  for
both outgoing and incoming calls.

      CONTIGUOUS FOOTPRINT.   The Company believes that its large
contiguous  footprint,  which  is  adjacent  to  AT&Ts   recently
launched  wireless network markets of Washington, DC,  Charlotte,
NC  and Atlanta, GA, will be a substantial competitive advantage.
The  Companys affiliation with the AT&T Wireless Services Network
will  provide  the  Company with access to  nationwide  coverage,
while  its  sizable home area, which will include  adjacent  AT&T
wireless markets, will allow the Company to offer cost-effective,
competitive  calling  plans stretching  down  much  of  the  Mid-
Atlantic and Southeastern coastal regions.

     IMPROVED QUALITY AND TECHNOLOGY.   As the quality of digital
wireless  telephony  networks  continues  to  approach  that   of
wireline  systems,  increased customer  usage  is  expected.  The
Company believes that PCS providers will in general be the  first
to  offer  mass market all-digital mobile networks. In  addition,
the  Company believes PCS providers will be the first to be  able
to  offer  mass market wireless applications in competition  with
switched and direct access local telecommunications services.

      SINGLE  NUMBER  SERVICE.   This service will  transfer  all
incoming  calls  between primary landline and wireless  locations
automatically.  When  a  customers  handset  is  activated,   the
Companys  network will route all incoming calls to the  customers
wireless number. When the handset is deactivated, all calls  will
be  directed  to  the customers primary landline  location.  This
advanced   intelligent  network  service  application  makes   it
possible  for  the customer to receive all his or her  calls  and
text  messages  through a single telephone number, enhancing  the
anytime,   anywhere   functionality  of  the  Companys   wireless
telecommunications. This increased reachability will  be  managed
through  a  set  of  advanced features  such  as  selective  call
screening,  rejection, routing and forwarding  screening,  caller
ID, message waiting and call hold.

      CALLER  ID,  VOICEMAIL,  MESSAGE WAITING  INDICATOR,  SHORT
MESSAGING.    Caller ID enables users to choose  which  calls  to
accept and which to send to voicemail, a feature that will  boost
customer  willingness to leave the phone on for  incoming  calls.
Digital voicemail is available at a very cost effective rate  and
allows  for  fewer  missed calls. Digital handset  displays  with
message waiting indicators will eliminate the need to dial-in  to
check  voicemail, and will permit the delivery of short  messages
similar to E-mail or alpha-numeric paging.

      MULTIMODE  HANDSETS. Through multimode  PCS  handsets,  the
Company  will  offer customers the ability to  make  and  receive
calls  on  both  PCS and cellular frequency bands utilizing  both
digital  and  analog  technology. These advanced  handsets  allow
seamless  roaming  on  cellular  networks  where  compatible  PCS
service  is  not  offered and can be equipped for  a  variety  of
enhanced features and applications.

      EXTENDED BATTERY LIFE. New digital handsets are capable  of
operating  in  sleep mode while powered on but not in  use,  thus
improving  efficiency and extending battery life.  The  estimated
effect  of this capability is to extend battery life to  five  to
six  times that of analog handsets. The Company expects that this
feature  will increase usage, especially for incoming  calls,  as
the phone can be left on for longer periods.

      AUTHENTICATION,  VOICE  PRIVACY.  Through  the  use  of  an
authentication  key, the digital technology eliminates  the  need
for  PINs  or Personal Identification Numbers. Digital technology
also  offers  enhanced  privacy of calls. Each  voice  signal  is
converted into a stream of data bits, which is encoded  and  then
separated. Greater privacy results, as it is more difficult for a
call to be decoded.

      WIRELESS DATA EXCHANGE. The Company believes that, as  data
transmission technologies develop, a number of potential uses for
such  services  will  emerge, including  short  message  service,
mobile office applications (e.g., facsimile, electronic mail  and
connecting  notebook  computers  with  the  Internet  and   other
computer/data   networks),  access  to  stock   quote   services,
transmission  of  text such as maps and manuals, transmission  of
photographs,  connections of wireless point-of-sale terminals  to
host  computers, monitoring of alarm systems, automation of meter
reading  and monitoring of status and inventory levels of vending
machines.

                                 6

MARKETING STRATEGY

      The  Company  intends  to adopt a marketing  approach  that
leverages  AT&Ts nationwide presence and brand name. The  Company
expects to capitalize on its regional focus and its ability, as a
small,   entrepreneurial   company,  to   respond   quickly   and
creatively  to  changing customer needs. In all of its  marketing
efforts,  the Company intends to emphasize the improved  quality,
enhanced  features and favorable pricing of its PCS  system.  Its
marketing strategy has been designed to increase overall wireless
communications  penetration with an emphasis  on  mass  marketing
concepts designed to appeal to a broad demographic base.

      AFFILIATION WITH AT&T. The Company intends to capitalize on
the  marketing  opportunities derived from the AT&T relationship,
including  (i)  co-branding with the AT&T logo,  (ii)  nationwide
coverage, (iii) an expansive home calling area and (iv)  bundling
of  AT&T  telecommunications products and service offerings.  See
Certain   Relationships   and  Related   Transactions--The   AT&T
Agreements.

     LOCAL FOCUS/CUSTOMER SERVICE. The Company expects to benefit
from  its  intense focus on the Virginia, South  Carolina,  North
Carolina  and  Georgia markets. Operational  executives  will  be
close  to  the  customer and better able to build ties  with  the
local  community by emphasizing its regional identification.  The
Company  will  employ full-time customer service  representatives
that  are  extensively trained and authorized to solve  customers
concerns/questions  about  PCS  services,  activation,   changing
personal options, and other service information. Customer service
representatives  will  be accessible from  any  of  the  Companys
handsets at no charge.

      PRICING.  The Companys pricing strategy will be based  upon
simplified, customer-friendly service plans allowing for customer
preferred  options  and usage friendly features.  Usage  friendly
features  will  include long distance throughout the  continental
U.S., caller ID, free first incoming minute and selective routing
to  voicemail. The Companys consumer pricing strategy is expected
to  result  in  low monthly access charges, region wide  calling,
usage-  enhancing features and low per-minute rates.  Lower  per-
minute  rates relative to analog cellular providers are  possible
because  digital  cell  and switch sites have  greater  capacity,
thereby enabling the Company to market high use customer plans at
significantly lower prices. Simultaneously, the Company  will  be
able  to offer the business user substantial economic savings  on
such features as: home regional roaming rates; free long distance
throughout  the contiguous United States; messaging; and  reduced
rates for incoming calls.

      ADVERTISING. The ability to benefit from the AT&T name  and
reputation will allow the Company to achieve customer growth more
efficiently than competitors with low brand awareness.  AT&T  has
spent billions of dollars nationally in advertising to build  its
brand   name.   In  addition  to  participating   in   nationwide
advertising campaigns promoting the AT&T brand name, the  Company
intends,  subject  to  the  terms of the  License  Agreement,  to
advertise  its  products  and services using  television,  radio,
print   advertisements,  outdoor  advertising   and   promotional
displays  in retail stores. The Company will market its  products
and  services under a local company name as Member, AT&T Wireless
Network with the AT&T logo. The focus of its advertising campaign
will be local folks providing national wireless services.

      BUNDLING OF SERVICES. In addition to its basic and enhanced
wireless  service packages, the Company may bundle  its  wireless
services  with other telecommunications services, including  long
distance   services,  through  strategic  alliances  and   resale
agreements. The Company may also seek to provide bundled  service
options   in  partnership  with  local  businesses  and  affinity
marketing groups. Examples include bundling wireless service with
local  telephone  or  utility services, banking  services,  cable
television, Internet access or alarm monitoring services, or with
local  information  services (permitting the customer  to  access
information such as account status, weather and traffic  reports,
stock  quotes  and  sports  scores  as  text  messages  from  any
location).

      WIRELESS OFFICE. The Company expects that one of its future
product  orientations will be the wireless office plan  featuring
(i)  a  wireless  PBX with one handset for both  on-premises  and
mobile  use and (ii) separate pricing plans for calls within  and
outside  such premises. The interconnection through PBX equipment
provides  (i)  security through voice privacy and authentication,
(ii)  all  connections through least-cost routing, (iii) private-
four-digit dialing that can reach regional or national end-users,
(iv)  concurrent ringing of landline and mobile  phone,  and  (v)
caller   control  to  select  the  routing  if  no  answer.   The
flexibility in available pricing plans offered by wireless office
is  expected to give the Company the opportunity to attract  high
volume end users to its services. See --TDMA Digital Technology.

SALES AND DISTRIBUTION

      The  Company plans to target a broad range of consumer  and
business markets utilizing a multi-channel sales plan. While  the
Company  plans  to have access to AT&Ts national sales  channels,
the Company also plans to offer its services and products through
traditional  cellular  channels, such as company  retail  stores,
mass merchandisers and retail outlets, a direct sales force and a
third  party  independent agent program, as well as through  new,
lower-cost   channels   such   as   a   corporate   website   and
telemarketing. The Company is planning 7 to 12 retail  points  of
presence  per 100,000 Pops. In total, the Company estimates  that
approximately 60% to 70% of its gross additions will be generated
by retail distribution.

                                7

      RETAIL STORES. The Company plans to open between 90 and 110
retail  stores. These stores are expected to provide the  Company
with   the  strong  local  presence  required  to  achieve   high
penetration in suburban and rural areas. Sales representatives in
corporate stores will receive in-depth training which will  allow
them to explain PCS service in an informed and persuasive manner.
The  Company  believes  that  these representatives  will  foster
effective and enduring customer relationships.

      MASS  MERCHANDISERS AND OUTLETS. The Companys retail  store
strategy will be complemented with mass market retail outlets  in
specifically identified areas in which the Company believes  that
established retailers offer the highest likelihood for success in
reaching  target customers. The Company also plans  on  utilizing
small in-line stores and kiosks in smaller areas of 8,000 Pops or
more.

       THIRD   PARTY  INDEPENDENT  AGENT  PROGRAM.  The  Companys
independent   agent   strategy  will  create  opportunities   for
distribution in areas that may not be served by retail stores and
mass merchandisers.

     AT&T  MAJOR ACCOUNT TEAMS.   The Company plans on  utilizing
AT&Ts  Business  Marketing  Division  as  a  primary  source   of
generating customers. Through developing and implementing a cross
sell  services strategy, and creating an administrative  tracking
system for referrals, the Company plans on providing compensatory
incentives for the AT&T Major Account Teams to promote  and  sell
the Companys product.

     DIRECT  SALES FORCE.   The Company plans on servicing  major
accounts through a direct sales force. The focus will be on those
business   accounts  not  covered  by  AT&Ts  Business  Marketing
Division.

     WEBSITE AND TELEMARKETING.   The Company plans on developing
these  less  expensive  and  more innovative  sales  channels  to
complement  the retail presence within the Licensed Area  as  the
build-out  of  the  Initial Configuration nears  completion.  The
primary  concept of sales through the website is  to  communicate
with  customers  in the way most preferred by  that  category  of
customer.

     Distribution of the Companys product can be divided  into  a
two  step  process- sale and activation. The Companys  management
intends to take advantage of the technological features intrinsic
to TDMA/IS-136 technology to separate the activation of the phone
from  the sale of the phone. This separation will provide several
advantages to the Company, including: (i) higher quality  service
activation  than is normally the case through mass  merchandising
retail  channels; (ii) the opportunity for the  Company  to  sell
additional features, products or customized services at the  time
of   activation;   and  (iii)  reduced  churn  because   customer
expectations  are  set  appropriately as basic  training  can  be
provided at the time of activation.

TDMA DIGITAL TECHNOLOGY

     The  Company has selected TDMA digital technology  utilizing
the  state-of-the- art IS-136 standard for its PCS  network.  The
Company  selected  TDMA  on the IS-136 standard  because  it  (i)
offers  quality digital service with enhanced service capability,
(ii)  is  compatible with AT&Ts wireless network  and  (iii),  in
comparison  to  CDMA  technology,  allows  the  Company  to  take
advantage  of  hierarchical cell sites to  enhance  coverage  and
create customized billing plans.

     The Company believes that systems using TDMA digital
technology on the IS-136 standard offer three times the  capacity
of analog cellular systems and offer enhanced transmission  and
routing capabilities, thus providing significantly improved sound
clarity relative to analog systems. TDMA digital technology also
allows the Company to offer an enhanced package of services to
its customers, including message waiting indicator, caller ID,
sleep mode, voice privacy, short message  services, data
communications, authentication and others.

     Since  the Company has chosen the TDMA/IS-136 standard, its
network will be compatible  with  AT&Ts  nationwide network
immediately upon launch of operations. AT&Ts network, together
with that of the Company and other affiliates of AT&T, is
expected to span more than 80% of the United States.

     Finally, the Company has also chosen TDMA/IS-136 because  it
is  capable of providing a hierarchical cell site structure which
allows    cost-effective   capacity   enhancement   and   greater
customization of calling plans. An area covered by  a  macro-cell
site can be overlapped with the addition of micro-cells and pico-
cells  to  provide  enhanced coverage within the  same  area.  In
addition,  the technology allows for customized billing  by  cell
site,  if  necessary.  This is especially important  in  offering
wireless  office  services.  A pico-cell  will  provide  coverage
within an office building and can be billed on a specialized rate
plan.  As  a user leaves the building, a micro-cell will  provide
localized  coverage for a campus-based environment that  will  be
billed accordingly. When the user leaves the specialized coverage
area  and  is picked up by a macro-cell site, they will  then  be
billed as a traditional mobile customer.

                                8

NETWORK BUILD-OUT

     The  build-out of the Companys network involves systems
design, acquisition of cell sites, equipment  procurement,
relocation of existing microwave users, interconnection with
other communications providers, construction of cell sites,
installation of switches, and testing, optimization and
implementation of advanced management information  and billing
systems.  A planning, acquisition and engineering team, composed
of approximately 200 engineering  employees, independent
contractors and consultants, is designing and constructing the
Companys digital PCS network based on the regional marketing and
product requirements to  meet the Companys targets for
consistency, uniformity and reliability.

     The  Companys principal objective is to maximize  population
coverage   levels  within  targeted  demographic   segments   and
geographic  areas,  rather than building out wide-area  cellular-
like networks. The Company has commenced commercial operations in
the Initial Configuration and expects to cover 60% of the Pops in
the  Licensed  Area  by the end of 1999. The Company  expects  to
extend  its  coverage to approximately 80% of  the  Pops  in  the
Licensed Area by the end of the fourth quarter of 2002.

     RF DESIGN. The Company, along with Wireless Facilities Inc.,
a  radio frequency engineering firm, developed the RF design  for
the  initial build-out of its digital PCS network in the  Initial
Configuration  and will continue this development  for  the  1999
build out plan. This process includes cell site design, frequency
planning  and  network optimization for each such  market.  Radio
frequency  engineering also allocates voice channels and  assigns
frequencies to cell sites taking into consideration both PCS  and
microwave interference issues.

     PROPERTY  ACQUISITION.  Four  experienced  vendors,   Entel,
Whalen, Crown Communications, Inc. and American Tower Corporation
are  responsible  for  identifying  and  obtaining  the  required
property for build-out of the PCS network, including securing all
zoning, permitting and surveying approvals and licenses. The cell
site  selection process will require the lease or acquisition  of
approximately  500  sites  prior to  commencement  of  commercial
operations   of   the  Companys  PCS  network  in   the   Initial
Configuration, an additional 500 sites in the Companys 1999 build
out plan and approximately 1,600 sites prior to full operation in
the  Licensed  Area,  many of which are  likely  to  require  the
Company to obtain zoning variances or other local governmental or
third-party  approvals or permits. As of February 28,  1999,  the
Company  had signed leases or options for 431 sites, 19 of  which
were awaiting required zoning approvals.

     CONSTRUCTION AND INSTALLATION.   The Company, along with
Pacific 17, Inc., American Tower and Midwest Wireless Inc, will
oversee the deployment of its digital PCS network. These
companies will act as construction management contractors and
employ local construction firms to build the cell sites.

     BUILD-TO-SUIT  AGREEMENTS.  The  Company  has  entered  into
agreements  with Crown Communications, Inc. (Crown) and  American
Tower Corporation (American), whereby the Company will lease from
Crown  and  American  a  portion of property  and  communications
facilities  specific  to areas to be built-out  in  the  Companys
Licensed Area.

     MICROWAVE RELOCATION.   The Company must clear its  spectrum
by  relocating certain commercial microwave service users  within
the  Licensed  Areas  to  become  operational.  The  Company  has
contracted  with  Entel  to  assist in the  microwave  relocation
process.  Recently, the FCC adopted a microwave relocation  cost-
sharing  plan  that  limits  permissible  relocation  costs   and
outlines new procedures for the sharing of relocation costs where
the  relocation of private microwave facilities benefits multiple
broadband PCS licensees. See -- Regulation.

     Analysis of the markets included in the 1999 build out  plan
has  been  completed  for all but 5 markets  with  no  relocation
required.  The  remaining  markets are currently  being  analyzed
which is expected to be completed by 1999.

     INTERCONNECTION.    The Companys digital  PCS  network  will
connect to local exchange carriers. The Company has negotiated or
intends  to negotiate, interconnection agreements with  telephone
companies  operating or providing service in the areas where  the
Company is deploying its digital PCS network. The Company intends
to  use  AT&T  as  its interexchange (long-distance)  carrier  as
provided in our stockholders agreement.

     ROAMING.    Wireless  service providers are  able  to  offer
service to customers from other systems who are traveling  in  or
through their service area. Customers typically pay higher  rates
while  roaming  outside  of their home market.  Roaming  is  made
possible  in  todays analog and digital cellular  environment  by
virtue  of  common  frequency and signaling technology.  PCS  and
analog cellular systems operate on different frequencies and with
different signaling technologies.

                                9

     In  areas where TDMA-based PCS service is not available, the
Company  offers  a  roaming  option  on  the  traditional  analog
cellular  and  digital  cellular systems via dual-band/multi-mode
handsets  capable  of transmitting over either  cellular  or  PCS
frequencies. Access to cellular coverage is provided through  the
use   of   dual-band/multi-mode  handsets  which   first   became
commercially  available in June of 1997.  Pursuant  to  the  AT&T
agreements,  the Companys customers who own dual- band/multi-mode
handsets roam on AT&Ts wireless network. In addition, pursuant to
the stockholders agreement, AT&T has used commercially reasonable
efforts  to  enable the Company to become a party to the  roaming
agreements  between AT&T and other operators of cellular  or  PCS
systems.

     INFORMATION TECHNOLOGY.   The Company has developed advanced
and   sophisticated  management  information  systems  to  handle
customer  care,  billing, network management  and  financial  and
administrative services. The systems are focused on three primary
areas:  (i) customer care, including billing systems and customer
service  and support systems, (ii) network management,  including
service   activation,  traffic  and  usage  monitoring,   trouble
management  and  operational support systems and  (iii)  business
systems,  including  financial, purchasing, human  resources  and
other administrative systems.

     The  Company, together with its equipment vendors, has  also
introduced   sophisticated  network  management  and   operations
support   systems  which  facilitate  network  fault   detection,
correction  and management, performance and usage monitoring  and
security.  System  capabilities are being  developed  which  will
allow  over-the-air activation of the handset  and  provision  of
services.

COMPETITION

     Competition  for  subscribers among  wireless  licensees  is
based  principally  upon the services and features  offered,  the
technical  quality  of  the  wireless system,  customer  service,
system  coverage,  capacity  and  price.  Such  competition   may
increase  to  the  extent  that  licenses  are  transferred  from
smaller, stand- alone operators to larger, better capitalized and
more  experienced wireless communications operators  who  may  be
able  to offer subscribers certain network advantages similar  to
those to be offered by the Company.

     Except  in Myrtle Beach, the Company will initially  compete
directly  with  two cellular providers in each  of  its  Licensed
Areas.  The existing cellular providers in the Companys  markets,
most  of  which  have an infrastructure in place  and  have  been
operational  for  a number of years, and several  of  which  have
significantly greater financial and technical resources than  the
Company,   may  upgrade  their  networks  to  provide  comparable
services  in  competition  with  the  Company.  The  technologies
employed  by these competitors are CDMA, whose relative strengths
as compared to TDMA include good voice quality and longer battery
life,  and  GSM,  whose relative strengths as  compared  to  TDMA
include  larger  system capacity, a low cost infrastructure,  and
international roaming capabilities due to worldwide deployment.

     The  Company will also compete with PCS license  holders  in
each  of  its  markets. The Company believes that  the  ownership
structure  of  PCS licenses in the Licensed Area  is  fragmented.
However,  Sprint  Corporation  and BellSouth  Corporation,  among
others, hold licenses that overlap large portions of the Licensed
Area. The Company believes that most PCS license holders have not
commenced  the  roll-out of their networks in the Licensed  Area.
However, the Company does expect to compete directly with one  or
more PCS service providers in each of its markets in the future.

     The  Company  expects  to also face competition  from  other
existing  communications  technologies  such  as  SMR  and  ESMR,
currently  employed  by  Nextel in the  Companys  Licensed  Area.
Although  SMR  was  originally created  by  the  FCC  as  a  non-
interconnected  service principally for fleet  dispatch,  in  the
last  decade it has liberalized the rules to permit ESMR to offer
services  that are functionally equivalent to cellular  and  PCS,
and may be less expensive to build and operate than PCS systems.

     The  FCC  requires all cellular and PCS licensees to provide
service  to  resellers. A reseller provides wireless  service  to
customers  but  does not hold an FCC license or  own  facilities.
Instead,  the reseller buys blocks of wireless telephone  numbers
and  capacity from a licensed carrier and resells service through
its  own distribution network to the public. Thus, a reseller  is
both  a  customer  of a wireless licensees services  and  also  a
competitor  of  that licensee. Several small resellers  currently
operate  in competition with the Company. Several years  ago  the
FCC  initiated  an administrative proceeding seeking  comment  on
whether   resellers  should  be  permitted  to  install  separate
switching facilities in cellular systems, although it tentatively
concluded  not  to  require  such  interconnections;  this  issue
remains  pending at the FCC. Presently the FCC does  not  require
CMRS  providers  to  offer  interconnection  to  all  other  CMRS
providers,   but   it   has   stated  that   it   will   consider
interconnection complaints on a case-by-case basis  and  that  it
may  consider  in  the  future whether  to  impose  more  general
interconnection obligations on CMRS providers. The  FCC  is  also
considering  whether resellers should receive direct  assignments
of  telephone  numbers  from the North  American  Numbering  Plan
Administrator.  With  respect  to  PCS  licensees,   the   resale
obligations terminate five years after the last group of  initial
licenses of currently allotted PCS spectrum is awarded.

                                10

     It is likely that the FCC will offer additional spectrum for
wireless  mobile  licenses in the future.  Applicants  also  have
received  and  others are seeking FCC authorization to  construct
and  operate  global satellite networks to provide  domestic  and
international  mobile communications services from  geostationary
and  low  earth  orbit satellites. One such system,  the  Iridium
system,   began   commercial  operations  in   1998.The   Company
anticipates  that  market  prices for two-way  wireless  services
generally  will  decline  in  the  future  based  upon  increased
competition.  The  Companys ability to compete successfully  will
depend,  in  part, on its ability to anticipate  and  respond  to
various competitive factors affecting the industry, including new
services that may be introduced, changes in consumer preferences,
demographic trends, economic conditions and competitors  discount
pricing  strategies,  all  of which could  adversely  affect  the
Companys operating margins. The Company plans to use its  digital
feature   offerings,   national   network   through   its    AT&T
affiliations,  contiguous footprint providing  an  expanded  home
rate  billing area, and local presence in secondary  markets,  to
combat  potential  competition.  The  Company  expects  that  its
extensive digital network, once deployed, will provide  the  cost
effective means to react effectively to any price competition.

REGULATION

     The  FCC  regulates the licensing, construction,  operation,
acquisition and sale of PCS systems in the United States pursuant
to  the Communications Act, as amended from time to time, and the
rules,   regulations  and  policies  promulgated   by   the   FCC
thereunder.

Licensing of PCS Systems

     A broadband PCS system operates under a protected geographic
service  area license granted by the FCC for a particular  market
on  one  of  six  frequency blocks allocated  for  broadband  PCS
service.  Narrowband  PCS is for non-voice applications  such  as
paging  and data service and is separately licensed. The FCC  has
segmented the United States into PCS markets as follows: 51 large
regions  called MTAs, which in turn are comprised of 493  smaller
regions  called BTAs. Two licenses are awarded for each  MTA  and
four  for  each  BTA,  so that generally six  licensees  will  be
authorized  to  compete  in  each  area.  The  two  MTA  licenses
authorize the use of 30 MHz of spectrum. One of the BTA  licenses
is  for  30 MHz of spectrum, and the other three are for  10  MHz
each.  The  FCC  permits licensees to split  their  licenses  and
assign  a  portion, on either a geographic or frequency basis  or
both, to a third party. It was in this fashion that AT&T assigned
to  the  Company  20  MHz  of its 30 MHz  licenses  covering  the
Licensed Area.

     The  FCC  awards  initial PCS licenses by auction.  Auctions
began with the 30 MHz, MTA-wide licenses, and concluded last year
with  the  last  of  the BTA licenses. In March,  1998,  the  FCC
adopted  an order that allows financially troubled entities  that
won  C-Block licenses at auction to obtain financial relief  from
their  payment obligations and to return some or all of their  C-
Block  licenses to the FCC for reauctioning. The  FCC  began  the
reauction  of the returned licenses in March, 1999.  This  action
will   place  additional  spectrum  in  the  hands  of  potential
competitors of the Company. The FCC may reauction other  licenses
that are returned by bidders or that are subject to default.

     Under the FCCs current rules specifying spectrum aggregation
limits  affecting  broadband PCS licensees, no  entity  may  hold
attributable interests (generally 20% or more of the  equity,  or
an officer or director position) in licenses for more than 45 MHz
of  PCS,  cellular  and  certain  SMR  services  where  there  is
significant  overlap in any geographic area. Significant  overlap
will occur when at least ten percent of the population of the PCS
licensed  service area is within the cellular and/or SMR  service
area(s).

     All  PCS  licenses have a 10-year term, at the end of  which
they must be renewed. The FCC will award a renewal expectancy  to
a  PCS  licensee that (i) has provided substantial service during
its  past  license term and (ii) has substantially complied  with
applicable FCC rules and policies and the Communications Act. All
PCS  licensees must satisfy certain coverage requirements. In the
Companys  case, it must construct facilities that offer  coverage
to  one-third of the population of its service area  within  five
years of the original license grants to AT&T and to two-thirds of
the  population within ten years. Licensees that fail to meet the
coverage  requirements  may  be  subject  to  forfeiture  of  the
license.

     For  a  period of up to five years after the grant of a  PCS
license  (subject to extension), a PCS licensee will be  required
to  share  spectrum with existing licensees that operate  certain
fixed  microwave systems within its Licensed Area.  To  secure  a
sufficient  amount of unencumbered spectrum to  operate  its  PCS
systems  efficiently and with adequate population  coverage,  the
Company  will need to relocate many of these incumbent licensees.
In  an  effort  to  balance the competing interests  of  existing
microwave users and newly authorized PCS licensees, the  FCC  has
adopted   (i)  a  transition  plan  to  relocate  such  microwave
operators  to other spectrum blocks and (ii) a cost sharing  plan
so  that if the relocation of an incumbent benefits more than one
PCS licensee, the benefiting PCS licensees will share the cost of
the  relocation.  Initially, this transition  plan  allowed  most
microwave  users to operate in the PCS spectrum  for  a  two-year
voluntary negotiation period and an additional one-year mandatory
negotiation  period.  For  public safety  entities  dedicating  a
majority  of  their  system communications for  police,  fire  or
emergency  medical services operations, the voluntary negotiation
period  is  three  years, with an additional  two-year  mandatory
negotiation period. The FCC has recently shortened the  voluntary
negotiation period by one year (without lengthening the mandatory
negotiation period) for non-public safety PCS licensees in the C,
D, E and F Blocks. Parties unable to reach agreement within these
time periods may refer the matter to the FCC for resolution,  but
the  incumbent  microwave  user  is  permitted  to  continue  its
operations  until  final  FCC  resolution  of  the  matter.   The
transition  and cost sharing plans expire on April  4,  2005,  at
which  time  remaining  incumbents in the PCS  spectrum  will  be
responsible  for  their costs to relocate to  alternate  spectrum
locations.

                              11

     PCS systems are subject to certain FAA regulations governing
the location, lighting and construction of transmitter towers and
antennas  and  may  be subject to regulation under  the  National
Environmental Policy Act and the environmental regulations of the
FCC. State or local zoning and land use regulations also apply to
the  Companys  activities.  The Company  expects  to  use  common
carrier point to point microwave facilities to connect Cell Sites
and  to  link them to the main switching office. These facilities
are  separately licensed by the FCC and are subject to regulation
as to technical parameters and service.

     The  Communications Act preempts state and local  regulation
of  the entry of, or the rates charged by, any provider of  CMRS,
which  includes  PCS and cellular service, or any private  mobile
radio service (PMRS), and the FCC does not regulate such rates.

Transfers and Assignments of PCS Licenses

     The  Communications Act and FCC rules require the FCCs prior
approval  of the assignment or transfer of control of  a  license
for   a  PCS  or  cellular  system.  In  addition,  the  FCC  has
established   transfer  disclosure  requirements   that   require
licensees who transfer control of or assign a PCS license  within
the  first  three years of their license term to file  associated
contracts  for sale, option agreements, management agreements  or
other  documents  disclosing  the total  consideration  that  the
licensee  would receive in return for the transfer or  assignment
of its license. Non-controlling interests in an entity that holds
a  FCC  license  generally  may be bought  or  sold  without  FCC
approval.  Any  acquisition or sale by  the  Company  of  PCS  or
cellular  interests may also require the prior  approval  of  the
Federal Trade Commission and the Department of Justice, if over a
certain  size,  as well as state or local regulatory  authorities
having competent jurisdiction.

Foreign Ownership

     Under  existing  law, no more than 20% of an  FCC  licensees
capital  stock may be owned, directly or indirectly, or voted  by
non-US citizens or their representatives, by a foreign government
or  its  representatives or by a foreign corporation. If  an  FCC
licensee is controlled by another entity, as is the case with the
Companys  ownership structure, up to 25% of that entitys  capital
stock  may  be  owned  or  voted by  non-US.  citizens  or  their
representatives,  by a foreign government or its  representatives
or  by  a  foreign corporation. Foreign ownership above  the  25%
level  may be allowed should the FCC find such higher levels  not
inconsistent  with  the public interest.  The  FCC  has  recently
issued  an order in which it ruled that higher levels of  foreign
ownership (even up to 100%) are presumptively consistent with the
public  interest with respect to investors from most nations.  If
foreign  ownership  of the Company were to exceed  the  permitted
level,  the FCC could revoke the Companys FCC licenses,  although
the Company could seek a declaratory ruling from the FCC allowing
the  foreign  ownership  or  take other  actions  to  reduce  the
Companys foreign ownership percentage in order to avoid the  loss
of  its  licenses. The Company has no knowledge  of  any  present
foreign ownership in violation of these restrictions.

Recent Industry Developments

     The  FCC  has  announced  rules  for  making  emergency  911
services  available  by cellular, PCS and  other  mobile  service
providers,  including  enhanced 911  services  that  provide  the
callers  telephone number, location and other useful information.
The  original  timetable required PCS providers  to  be  able  to
process   and  transmit  911  calls  (without  call  validation),
including those from callers with speech or hearing disabilities,
by  late  1997, to take actions enabling them to relay a  callers
automatic number identification and cell site by mid-1998, and by
2001  to be able to identify the location of a 911 caller  within
125  meters in 67% of all cases. The FCC is currently considering
a  revised  implementation schedule for these requirements  State
actions   incompatible  with  the  FCC  rules  are   subject   to
preemption.

     On  August  1,  1996, the FCC released a  Report  and  Order
expanding  the  flexibility  of  cellular,  PCS  and  other  CMRS
providers to provide fixed as well as mobile services. Such fixed
services include, but need not be limited to, wireless local loop
services,  e.g., to apartment and office buildings, and  wireless
backup  to PBXs and local area networks, to be used in the  event
of interruptions due to weather or other emergencies. The FCC has
not  yet  decided whether such fixed services should be subjected
to   universal  service  obligations,  or  how  they  should   be
regulated,  but  it  has  proposed a  presumption  that  they  be
regulated as CMRS services.

     On  August  8, 1996, the FCC released its order implementing
the interconnection provisions of the Telecommunications Act. The
FCCs  decision  is  lengthy and complex and is still  subject  to
further  review, and its precise impact is difficult  to  predict
with  certainty. Although many of the provisions  of  this  order
were  struck down by the United States Court of Appeals  for  the
Eighth  Circuit, the rationale of the order has been  adopted  by
many states public utility commissions, with the result that  the
charges that cellular and PCS operators pay to interconnect their
traffic to the public switched telephone network are expected  to
decline significantly from pre-1996 levels.

                                12

     In  its  implementation  of 1996 Act,  the  FCC  established
federal   universal  service  requirements   that   affect   CMRS
operators.   Under  the  FCCs rules, wireless  service  providers
potentially  are eligible to receive universal service  subsidies
for the first time; however, they also are required to contribute
to  both  federal and state universal service funds. Many  states
are  also moving forward to develop state universal service  fund
programs.  A  number of these state funds require  contributions,
varying greatly from state to state, from CMRS carriers. Multiple
parties  have  challenged  various  aspects  the  FCCs  universal
service order and the cases have been consolidated in the  United
States  Court of Appeals for the Fifth Circuit in New Orleans.  A
judicial determination adverse to the FCC, as well as any further
modification  to the FCCs universal service rules,  could  affect
the  CMRS carrier support payments required for federal and state
universal service programs.

     The FCC recently adopted rules on telephone number
portability which will enable customers to migrate their landline
and cellular telephone numbers to a PCS or cellular carrier  and
from  a PCS or cellular carrier to another service provider.  The
FCC has  also adopted rules requiring PCS and cellular operators
to provide functions to facilitate electronic surveillance by law
enforcement  officials. Representatives of the cellular  and  PCS
industry are challenging both sets of rules.

     The  FCC  has  determined that the interstate, interexchange
(commonly  referred  to  as  long  distance)  offerings  of  CMRS
providers  are  subject  to  the interstate,  interexchange  rate
averaging  and integration provisions of the Communications  Act.
Rate  averaging  requires the Company to average  its  interstate
long  distance CMRS rates between high cost and urban areas.  The
FCC   has   delayed   implementation  of  the  rate   integration
requirements with respect to wide area rate plans offered by  the
Company  pending further reconsideration of its  rules.  The  FCC
also  delayed  the requirement that there be CMRS  long  distance
rate  integration among the Companys CMRS affiliates. On December
31,   1998,  the  FCC  reaffirmed  on  reconsideration  that  its
interexchange rate integration rules apply to interexchange  CMRS
services.   The  FCC  announced  it  would  initiate  a   further
proceeding  to  determine how integration requirements  apply  to
typical  CMRS  offerings, including One-Rate  plans.  Until  this
further  proceeding is concluded, the FCC will enforce only  CMRS
long distance rate integration on the Companys services where  an
interstate  toll charge is separately stated and billed  to  CMRS
customers. To the extent that the Company offers services subject
to  the  FCCs rate integration and averaging requirements,  these
requirements  generally reduce the Companys  pricing  flexibility
for  its  services. There can be no assurance that the  FCC  will
decline  to impose rate integration or averaging requirements  on
the  Company  or decline to require the Company to integrate  its
CMRS long distance rates across its CMRS affiliates.

     The  FCC  recently  adopted new rules limiting  the  use  of
customer    proprietary    network    information    (CPNI)    by
telecommunications carriers, including the Company, in  marketing
a  broad range of telecommunications and other services to  their
customers,  and the customers of affiliated companies.   The  FCC
has  received numerous petitions for reconsideration of its  CPNI
rules,  the  majority of them from CMRS carriers.   The  FCC  has
stayed portions of its rules that relate to how carriers identify
CPNI that a customer has restricted, particularly the portion  of
the  rules  that requires all carriers to develop  an  electronic
auditing  and compliance system.  This stay will extend  for  six
months after the date that the CPNI rules are reconsidered.   The
Company  does  not  anticipate that the rules will  result  in  a
significant adverse impact on its financial position, results  of
operation or liquidity.

     In  addition,  state  commissions have  become  increasingly
aggressive  in  their  efforts to conserve  numbering  resources.
These  efforts  may  disproportionately impact  wireless  service
providers  by  imposing additional costs or  limiting  access  to
numbering  resources.   Examples of  state  conservation  methods
include   number   pooling,  number  rationing  and   transparent
overlays.  Number pooling is especially problematic for  wireless
providers   because   it  is  dependent  on  number   portability
technology.  In addition, transparent overlays have been rejected
by   the   FCC,   although  that  decision  is  currently   being
reconsidered  by  the FCC. Recently, the FCC  released  a  public
notice soliciting comment on proposed number optimization methods
discussed  in  a  report  prepared by the  Resource  Optimization
Working  Group  of  the North American North  American  Numbering
Council. Adoption of some of the methods discussed in the  report
could have a disproportionate impact on CMRS operators.

     The  FCC  is  also  considering  adopting  rules  to  govern
customer billing by telecommunications services providers such as
the  Company.   The  FCC  proposed that more  billing  detail  be
provided  to  consumers, which could add to the  expense  of  the
billing  process as systems are modified to conform  to  any  new
requirements.  Additionally, the FCC is also considering  whether
carriers, such as the Company, that decide to pass through  their
mandatory  universal  service contributions to  their  customers,
should  be required to provide a full explanation of the  program
and ensure that the carriers that pass through their contribution
do  not  over  recover their mandatory contributions  from  their
customers.  Adoption of some of the FCCs proposals could increase
the complexity of the Companys billing processes and restrict the
Companys  ability  to  bill customers for services  in  the  most
commercially advantageous way.

     In April, 1998, the FCC initiated an administrative
rulemaking proceeding to determine the obligations of
telecommunications carriers to make their services accessible to
individuals with disabilities.  The FCC has proposed regulations
implementing statutory requirements governing accessibility of
telecommunications services like those offered by the Company to
persons with disabilities, and could adopt proposals requiring
modifications to existing customer equipment as well as
requirements governing new equipment and carrier networks.

                                13

STATE REGULATION AND LOCAL APPROVALS

     The states in which the Company presently operates currently
do not regulate wireless service.  In the 1993 Budget Act,
Congress gave the FCC the authority to preempt states from
regulating rates or entry into CMRS, including PCS and cellular.
The FCC, to date, has denied all state petitions to regulate the
rates charged by CMRS providers. States may, however, regulate
the other terms and conditions of CMRS service. The siting of
cells also remains subject to state  and local jurisdiction,
although petitions seeking clarification of states siting
authority are currently pending at the FCC.

INTELLECTUAL PROPERTY

     The AT&T globe design logo is a service mark registered with
the  United States Patent and Trademark Office. The service  mark
is  owned  by AT&T. The Company expects, pursuant to the  License
Agreement,  to use, royalty-free, the AT&T and globe design  logo
and  certain  other  service marks of  AT&T  in  connection  with
marketing,  offering and providing Licensed Services (as  defined
herein)  to  end-users and resellers, solely within the  Licensed
Area.  The License Agreement also grants to the Company the right
and license to use the Licensed Marks on certain permitted mobile
phones.

     Except in certain instances, AT&T has agreed not to grant to
any  other person a right or license to provide or resell, or act
as  agent  for any person offering, Licensed Services  under  the
Licensed Marks. In all other instances, AT&T reserves for  itself
and  its  affiliates  the  right to use  the  Licensed  Marks  in
providing  its  services (subject to its exclusivity  obligations
described above), whether within or without the Licensed Area.

     The License Agreement contains numerous restrictions with
respect to the use and modification of any of the Licensed Marks.

EMPLOYEES

     As of February 28, 1998, the Company had approximately 493
employees.  The Company anticipates that the continued
development of its Licensed Area will require the hiring of a
substantial number of new employees.  The Companys management
considers its employee relations to be good.

ITEM 2.  PROPERTIES

     The Company maintains its corporate headquarters in Malvern,
PA.   The  Company leases this space. The Company  maintains  two
regional  headquarters, in Richmond, VA and Charleston, SC,  also
leasing  theses spaces. In addition to its corporate and regional
headquarters,   the  Company  leases  sales  and   administrative
offices,  and  leases  and  owns locations  for  cell  sites  and
switching  equipment. The Company reviews these leases from  time
to  time  and may, in the future, lease or acquire new facilities
as needed. The Company does not anticipate that it will encounter
any material difficulties in meeting needs for any leased space.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is subject to legal proceedings and claims which
arise in the ordinary course of its business.  In the opinion  of
management,  the  amount of ultimate liability  with  respect  to
these  actions will not materially affect the financial position,
results of operations or liquidity of the Company

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE

    NONE

ITEM 5.  MARKET FOR REGISTRANTS STOCK

    NONE

ITEM 6.  SELECTED FINANCIAL DATA

                                14


     The following tables present selected financial data derived
from  the  combined  financial  statements  of  Triton  and   its
predecessor  company for the year end December 31, 1998  and  the
period  from  March  6,  1997  through  December  31,  1997.  The
following information is qualified by reference to and should  be
read  in conjunction with Managements Discussion and Analysis  of
Financial  Condition and Results of Operations and the  financial
statements and related notes.


                                      TRITON AND PREDECESSOR
                                   MARCH 6, 1997
                                      THROUGH      YEAR ENDED
                              DECEMBER 31, 1997 DECEMBER 31, 1998
                                   ($000s)         ($000s)

STATEMENT OF OPERATIONS DATA:
Revenues                                  $-          $16,578
Cost and expenses
     Cost of services and equipment        -           10,466
     Sales and marketing                   -            3,260
     General and administrative        2,736           15,589
     Non-cash compensation                 -            1,120
     Depreciation and amortization         5            6,663
                                      ------          -------
   Total cost and expenses             2,741           37,098

Loss from operations                   2,741           20,520
Interest expense                       1,228           30,391
Interest and other (income)               (8)         (10,635)

Loss before income taxes               3,961           40,276
Income tax benefit                         0           (7,536)
                                      ------          --------
Net loss                              $3,961          $32,740



                                         TRITON AND PREDECESSOR
                                                  AS OF
                             DECEMBER 31, 1997  DECEMBER 31, 1998

BALANCE SHEET DATA:
Cash and cash equivalents          $11,362           $146,172
Working capital                     (5,683)           146,192
Total assets                        13,253            686,859
Long-term debt                           -            465,689
Shareholders equity (deficit)       (3,961)           175,979

                                   15

ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

     When  used  in this Form 10-K and in future filings  by  the
Company with the SEC, in the Companys press releases and in  oral
statements  made  with  the approval of an  authorized  executive
officer  of the Company, the words or phrases will likely result,
management  expects  or the Company expects,  will  continue,  is
anticipated,   estimated   or  similar   expressions   (including
confirmations by an authorized executive officer of  the  Company
or any such expressions made by a third party with respect to the
Company)  are  intended  to  identify forward-looking  statements
within  the  meaning of the Private Securities Litigation  Reform
Act of 1995. Readers are cautioned not to place undue reliance on
any such forward-looking statements, each of which speaks only as
of  the  date made. Such statements are subject to certain  risks
and  uncertainties  that  could cause actual  results  to  differ
materially   from   historical  earnings  and   those   presently
anticipated  or  projected.  The Company  has  no  obligation  to
release  publicly the result of any revisions, which may be  made
to  any  forward-looking  statements to  reflect  anticipated  or
unanticipated events or circumstances occurring after the date of
such statements.

GENERAL

     The  following  discussion and analysis is  based  upon  the
combined financial statements of the Company and its predecessor,
Triton  L.L.C.  for the periods presented herein, and  should  be
read in conjunction with the combined financial statements.

     On  March  6,  1997,  Triton L.L.C. was  formed  to  explore
various business opportunities in the wireless telecommunications
industry,  principally  related to PCS and  cellular  activities.
During  the period March 6, 1997 through October 1, 1997,  Triton
L.L.C.s  activities consisted principally of hiring a  management
team,   raising  capital,  and  negotiating  strategic   business
relationships,  primarily related to PCS business  opportunities.
Subsequent  to  October 2, 1997, these activities  continued  but
were  conducted primarily through the Company. Consequently,  for
purposes  of  the accompanying financial statements,  L.L.C.  has
been  treated  as  a predecessor entity. As a result  of  certain
financing  relationships and the similar nature of  the  business
activities  conducted  by each respective  legal  entity,  Triton
L.L.C.  and  the  Company are considered companies  under  common
control.

OVERVIEW

     The Company intends to become a leading provider of wireless
broadband PCS in the southeastern United States. The Company  was
established by Michael Kalogris, Steven Skinner and other  former
executives of Horizon, along with various equity investors,  with
the  intent to develop and operate a leading PCS network  in  the
Southeast.  In  October 1997, the Company entered  into  a  joint
venture  agreement  with AT&T, whereby the Company  will  be  the
exclusive provider of wireless mobility services under  the  AT&T
consumer  brand name in a contiguous area covering  approximately
11   million  Pops  in  the  southeastern  United  States.   AT&T
contributed the PCS Licenses to Triton covering the Licensed Area
in exchange for an equity interest in Holdings. Additionally, the
Company  is  a  party to agreements with AT&T that,  among  other
things,  allow  the  Company  to benefit  from  AT&Ts  nationwide
wireless  footprint  and promotional and  marketing  efforts  and
provide  the  Company with favorable roaming  and  long  distance
rates  for services on AT&Ts wireless and long distance networks.
See  Certain  Relationships  and Related  Transactions--The  AT&T
Agreements. The PCS Licenses authorize the Company to provide PCS
services  to  such  major  population  and  business  centers  as
Charleston,   SC,   Columbia,  SC,  Greenville/Spartanburg,   SC,
Richmond,   VA   and  Augusta,  GA,  as  well  as  major   resort
destinations such as Myrtle Beach, SC, Hilton Head, SC and Kiawah
Island,  SC. The Company commenced commercial operations  in  the
first quarter of 1999.

     On  June 30, 1998, the Company acquired an existing cellular
system  which  serves Myrtle Beach, SC and the surrounding  area,
from  Vanguard  Cellular System of South  Carolina,  Inc.  for  a
purchase  price  of  approximately $164.5  million.  The  Company
believes  it  will seamlessly integrate the Myrtle Beach  system,
which  uses  digital  TDMA/IS-136 cellular technology,  into  its
planned  PCS network as part of the Initial Configuration.  Since
the  Myrtle Beach system is within the Licensed Area, it operates
under  the AT&T agreements. The Company believes that the  Myrtle
Beach acquisition has (i) provided the Company with a system that
currently  generates  positive cash flow,  (ii)  accelerated  the
ability  of  the Company to capture roaming traffic generated  by
Myrtle Beachs highly transitory population, (iii) accelerated the
Companys time-to-market in South Carolina and (iv) rendered a PCS
build-out in the Myrtle Beach region unnecessary.

     On December 31, 1998, the Company acquired from AT&T (i) an
FCC license to use 20 MHz of authorized frequencies to provide
broadband PCS services throughout the entirety of the Norfolk,
Virginia BTA and (ii) certain assets of AT&T used in the
operation of the PCS system in such BTA for an aggregate purchase
price of approximately $111 million. The build-out of the
network relating to the Norfolk Acquisition, including the
installation of a switch, has been substantially completed and
the Norfolk BTA commenced commercial operations in the first
quarter of 1999. With the Norfolk Acquisition, the Companys
contiguous footprint totals approximately 13 million Pops.

                                16

FINANCIAL STATEMENT ADJUSTMENT

The Companys combined financial statements as of and for the year
ended December 31, 1998 as originally presented have been adjusted
to reflect deferred compensation related to the issuance of 75,077
shares of common stock of Holdings to employees.  In February 1998
Holdings granted 16,876 shares of restricted stock to certain
employees.  Deferred compensation for the granted to employees of
$307,000, net of $30,671 for forfeited shares was recorded in 1998
in connection with the adjustment based on estimated fair value at
the time of issuance.  In June 1998 and December 1998 additional
shares of 32,261 and 25,940, respectively, were issued to certain
employees as anti-dilutive related to capital contributions received
by Holdings for the Myrtle Beach and Norfolk transactions.  Deferred
compensation of $2,849,000 and $2,334,000, respectively, was recorded
for stock granted to employees, net of forfeitures in connection with
the adjustment.  Deferred compensation will amortize into income as it
vests over five years, and $1,120,000 was amortized into income for the
period ended December 31, 1998.  The following is a reconcilation of the
adjusted amounts:

                                 As originally
                                  Presented     Adjustment    As Adjusted
                                                 ($000s)

Balance Sheet at December 31, 1998:
    Additional paid in capital      $211,560     $5,490         $217,050
    Accumulated deficit               35,581      1,120           36,701
    Deferred compensation                  -      4,370            4,370

1998 Statement of Operations:
    Non-cash compensation                  -     $1,120           $1,120
    Net loss                         $31,620      1,120           32,740

POTENTIAL EXCHANGE

     On March 24, 1998, the Company entered in a non-binding
letter of intent related to certain transactions, including the
potential acquisition of 1.9 million additional net incremental
Pops, and the exchange of the Hagarstown, MD and Cumberland, MD
BTAs.  The agreement  has  been modified to only include the
exchange of 512,000  Pops located in the hagerstown, MD and
Cumberland, MD BTAs for 517,000 Pops located in certain countries
in Savannah, GA and Athens, GA BTAs, all of which are contiguous
to the Companys existing service area. Due to the difference in
value per Pop of the BTAs exchanged, consideration of
approximately $9.7 million, all of which is expected to be
represented by non- cash equity interests in Triton PCS Holdings
Company, Inc. (Holdings) will be issued to AT&T. The transaction
is subject to execution of a definitive exchange agreement  and
closing conditions typical in transactions of the nature. If the
agreement and closing condition typical in transactions of this
nature. If the transaction is consummated, Holdings intends to
contribute to the Savannah, GA and Athens, GA licenses to the
Company. The Savannah  and Athens Pops have not been built,
however, the Company expects that the Pops will be included in
the current build-out plan developed for the Companys  existing
footprint.

     To date, the Company has incurred expenditures in connection
with  the  establishment of its business,  raising  capital,  the
initial   design  and  construction  of  its  PCS  network,   and
engineering, marketing, administrative and other start-up related
expenses. The Company has commenced commercial operations in  the
Initial  Configuration  during the first quarter  of  1999.  Upon
completion  of the Initial Configuration, the Company intends  to
target  the  remaining cities, connecting highway  corridors  and
counties along the interstates with population densities of 50 or
more  per square mile. The Company expects to extend its coverage
to  approximately 80% of the Pops in the Licensed Area by the end
of  the  fourth quarter of 2002, which the Company believes  will
generally   provide  greater  coverage  than   current   cellular
operators  in  such markets. The extent to which the  Company  is
able to generate operating revenues and earnings is dependent  on
a  number  of  business factors, including  construction  of  the
network  at or below its estimated costs, successfully  deploying
the  PCS network and attaining profitable levels of market demand
for the Companys products and services.

                                17

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1998 COMPARED TO THE PERIOD FROM MARCH 6,
1997 TO DECEMBER 31, 1997

     Revenues for year ended December 31, 1998 were $16.6 million
related primarily to services provided in the Myrtle Beach  area.
Service  revenues  were  $11.2  million  for  the  year,  roaming
revenues  were  $4.6  million and equipment  revenues  were  $0.8
million.

     Total  operating expenses were $37.1 million  for  the  year
ended  December  31,  1998 as compared to $2.7  million  for  the
period  from March 6, 1997 to December 31, 1997.  Cost of service
revenues  and  equipment  revenues were  $8.8  million  and  $1.7
million,  respectively, and relate primarily to services provided
in the Myrtle Beach area.

     Sales and marketing expenses were $3.3 million for the  year
ended  December  31, 1998, and relate primarily  to  advertising,
marketing  and promotional activities associated with the  Myrtle
Beach area.

     General  and administrative expenses increased $12.9 million
to $15.6 million for the year ended December 31, 1998 as compared
to  the  period  from  March 6, 1997 to December  31,  1997.  The
increase was due primarily to costs associated with Myrtle  Beach
as  well  as the initial costs in the Companys remaining licensed
areas  and  the  establishment  of  the  Companys  corporate  and
regional operational infrastructure.

     For  the year ended December 31, 1998, non-cash compensation
was  $1.1 million.  This amount related to the issuance of common
stock to employees.  The compensation is recognized
over five years as the stock vests.

     For  the  year  ended  December 31, 1998,  depreciation  and
amortization  expense  was  $6.7  million.  This  amount  relates
primarily  to  the  depreciation of the tangible  and  intangible
assets  acquired in the Myrtle Beach transaction and amortization
attributable  to  certain  agreements  acquired   in   the   AT&T
transaction.

     For  the year ended December 31, 1998, interest expense  was
$30.4  million,  net of capitalized interest of $3.5  million  as
compared to $1.2 million during the period from March 6, 1997  to
December  31, 1997. The Company had borrowings of $463.6  million
as of December 31, 1998, with a weighted average interest rate of
10.33%.

     For  the  year ended December 31, 1998, interest  and  other
income  was  $10.6  million.  This amount  relates  primarily  to
interest  income  on  the  Companys cash  and  cash  equivalents.
Available  cash increased significantly during 1998 due primarily
to net proceeds of $291 million from the issuance of subordinated
debt,  borrowings of $150 million under the Companys bank  credit
facility, and $82.7 million of capital contributions.

     For the year ended December 31, 1998, the Company recorded a
tax  benefit  of  $  7.5 million related to temporary  deductible
differences, primarily net operating losses, arising  during  the
current and prior year.

     For the year ended December 31, 1998, the net loss was $32.7
million as compared to $4.0 million during the period from  March
6,  1997  to  December  31, 1997. The net  loss  increased  $28.7
million, resulting primarily from the items discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Net Cash Used In Operating Activities

     For  the  year  ended December 31, 1998, net  cash  used  in
operating  activities increased $3.0 million to $4.1  million  as
compared  to the period from March 6, 1997 to December 31,  1997.
The  increase is due primarily to an increase in the Companys net
loss,  as  adjusted  to cash used in operating activities  before
changes in working capital, of $9.8 million, offset by a positive
change  in  working capital of $5.7 million due to  increases  in
accounts  payable and accrued expenses related to the  operations
in  the  Myrtle Beach area and the ongoing establishment  of  the
Companys corporate and regional operational infrastructures.

Net Cash Used in Investing Activities

     For  the  year  ended December 31, 1998, net  cash  used  in
investing  activities increased $371.9 million to $372.3  million
as  compared  to  the period from March 6, 1997 to  December  31,
1997.   The  increase  is due primarily to  capital  expenditures
related  to  the  initial network build-out and establishment  of
administrative    operations,   payments   of   $164.5    million
attributable  to the Myrtle Beach Acquisition completed  on  June
30,  1998,  and payments of $96.6 million related to the  Norfolk
Acquisition  completed on December 31, 1998.   The  Company  also
made investments in marketable securities of $23.6 million during
the year.

Net Cash Provided By Financing Activities

     For  the year ended December 31, 1998, net cash provided  by
financing  activities increased $498.4 million to $511.3  million
as  compared  to  the period from March 6, 1997 to  December  31,
1997.  The increase was due primarily to proceeds from borrowings
under our bank credit facility of $150 million; proceeds from the
issuance of subordinated debt of $291 million, net of an  initial
purchasers discount of $9.0 million; and capital contributions of
$82.7  million  from  Holdings  related  to  funding  of  capital
commitments by the initial cash equity investors and  receipt  of
additional  capital commitments related to the Myrtle  Beach  and
Norfolk acquisitions.

                                  18

Liquidity

     The  build-out of the Companys PCS network and the marketing
of the Companys PCS services will require substantial capital. As
it completes its build-out, the Company will be highly leveraged.
The  Company  currently estimates that its  capital  requirements
(including  capital expenditures, working capital,  debt  service
requirements  and anticipated operating losses)  for  the  period
from   inception  through  year-end  2002  (assuming  substantial
completion of the Companys network build-out to cover 80% of  the
Pops  in the Licensed Area by such time) will total approximately
$715.1  million.  Actual amounts of the funds required  may  vary
materially from these estimates.

     As  part  of  the  Companys network build-out,  the  Company
expects to spend $272.0 million in 1999 related to the completion
of  the  build-out of its initial coverage area and its continued
build  out of the Companys Licensed Area toward coverage  of  80%
which  is expected in 2002. The build-out of the initial coverage
area  included the installation of two switches and the lease  or
acquisition of approximately 500 cell sites, as well as  spectrum
clearing  costs, retail store fitout, and administrative systems.
The continuation of the build out of the Company Licensed Area in
1999  includes completion of an additional 513 cell sites.  Other
capital  expenditures budgeted for 1999 include an  aggregate  of
$19  million  to  be  spent on administrative  systems,  spectrum
clearing  and  switch software. The preceding  capital  forecasts
exclude internal engineering and capitalized interest costs.

     The  Cash  Equity Investors have severally made  irrevocable
commitments  to  contribute $140 million in cash to  the  Company
through January 2001 in exchange for 1.4 million shares of Series
C  preferred  stock. The Cash Equity Investors, have  contributed
$80  million of these commitments and are obligated to contribute
the  balance as follows: $35 million on February 4, 2000 and  $25
million  on  February  4,  2001. In  addition,  the  Company  has
received  additional equity contributions of  $35.0  million  and
$16.5  million  from  Holdings related to the  Myrtle  Beach  and
Norfolk acquisitions, respectively.

     On  February 3, 1998, the Company entered into a bank credit
facility.  This credit facility provides for (i) a $175  million,
eight and one-half year Tranche A term loan, (ii) a $150 million,
nine  and one-quarter year Tranche B term loan and (iii)  a  $100
million,  eight and one-half year revolving credit facility.  The
commitment   to   make   revolving  credit   loans   is   reduced
automatically beginning on August 3, 2004 and the term loans must
be  repaid beginning on February 3, 2002. In addition, the credit
facility  requires the Company to make mandatory  prepayments  of
outstanding borrowings under the credit facility commencing  with
the fiscal year ending December 31, 2001 based on a percentage of
excess  cash  flow,  and contains customary financial  and  other
covenants. To date, $150 million of the Tranche B term loans have
been  drawn  by  the  Company, which are  expected  to  fund  the
Companys  future operations. Borrowings under the facilities  are
secured  by a first priority pledge of all assets of the Company,
including  the capital stock of the Company and its  subsidiaries
that hold the PCS licenses.

     On  May  7, 1998, the Company completed an offering of  $512
million  aggregate  principal amount at maturity  of  11%  senior
subordinated  discount notes due 2008, pursuant to Rule  144A  of
the  Securities  Act  of 1933, as amended. The  proceeds  of  the
offering  (after deducting an initial purchasers discount  of  $9
million) was $291 million. The Company has used or intends to use
the  net  proceeds from the offering, together with  the  capital
contributions and borrowings under the credit facility, to  fund:
(i)  capital  expenditures, including the build-out  of  its  PCS
network;  (ii) the acquisition of the Myrtle Beach system;  (iii)
the  Norfolk  acquisition; (iv) working capital as required;  (v)
operating  losses;  (vi) general corporate  purposes;  and  (vii)
potential acquisitions.

     The  Company  believes  that the proceeds  from  the  notes,
together with the availability under the credit facility and  the
Equity Investments, provide the Company with funds sufficient  to
complete the build-out of the Companys planned network within the
Licensed Area.

NEW ACCOUNTING PRONOUNCEMENTS

     In  April 1998, the Accounting Standards Executive Committee
of the AICPA issued Statement of Position  98-5, Reporting on the
Costs of Start-up Activities (SOP 98-5).  This statement requires
that  the  costs  of start-up activities, including  organization
costs, be expensed as incurred and is effective for fiscal  years
beginning after December 31, 1998.  The Company has elected early
adoption  of  this statement as of January 1, 1998.  The  initial
application  of the statement did not have a material  effect  on
the Companys financial statements.

     In  June 1997, the FASB issued Statement No. 131, Disclosure
About  Segments  of  an Enterprise and Related Information  (SFAS
131). This statement establishes additional standards for segment
reporting in the financial statements and is effective for fiscal
years beginning after December 15, 1997. The Company adopted SFAS
131  and  determined  that  there are no  separate  segments,  as
defined by the standards.

     In  June 1998, the FASB issued Statement No. 133, Accounting
for  Derivative  Instruments and Hedging  Activities  (SFAS  133)
which   establishes  accounting  and  reporting   standards   for
derivative  instruments, including certain derivative instruments
imbedded in other contracts and for hedging activities. SFAS  133
is  effective for fiscal years beginning after June 15, 1999. The
application of this statement is not expected to have a  material
effect on the Companys financial statements.

                              19

INTEREST RATE RISK MANAGEMENT POLICIES

The  Companys  interest rate risk management program  focuses  on
minimizing  exposure  to  interest  rate  movements,  setting  an
optimal  mixture of floating and fixed rate debt, and  minimizing
liquidity  risk.  To  the extent possible,  the  Company  manages
interest  rate exposure and the floating and fixed ratio  through
its  borrowings, but sometimes uses interest rate swaps to adjust
its  risk  profile. The Company selectively enters into  interest
rate swaps to manage interest rate exposure only.

YEAR 2000 DISCLOSURE

     The Year 2000 issue is the result of computer programs being
written  using two digits rather than four digits to  define  the
applicable  year.  Computer  programs  that  have  time-sensitive
software  may recognize a date using 00 as the year  1900  rather
than  the  year  2000. This could result in a system  failure  or
miscalculations  causing disruptions of operations,  a  temporary
inability  to process transactions, send invoices, or  engage  in
normal business activities.

     Currently,  the  Company  is  actively  taking  measures  to
eliminate  or  mitigate the impact of any issues associated  with
the  Year  2000.   To  that  end,  a  project  team  with  senior
management   sponsorship   has  been   established   to   provide
centralized  coordination  for the  Companys  Year  2000  related
activities.

     This   team  is  currently  conducting  the  inventory   and
assessment  phase of the program. Although the  majority  of  the
software, hardware and firmware deployed as part of our  start-up
operation was procured to the latest revision levels and believed
to  be  year 2000 capable, our process requires a re-verification
of  the  Year  2000  readiness  capabilities  with  the  vendors,
suppliers  and third party providers.  All suppliers  and  third-
party vendors deemed critical to the function of the Company  are
being surveyed to ensure readiness  and  non- disruption to the
Companys  operations.Through this assessment and surveying process,
we are identifying those remediation efforts necessary to ensure
our systems and applications will continue to operate without
interruption  prior to, during and after the Year 2000. However,
we can provide  no assurance that the information provided by the
vendors, suppliers and third party providers, upon whom we rely
for our services, is accurate.  As  such,  we  can make no guarantee
that inaccurate information provided to us could not have a material
effect upon our Company.

     To  date, our assessments have shown that the Companys  main
switching and transmission equipment, with the exception  of  the
Myrtle   Beach  operational  systems,  is  capable  of  correctly
recognizing  and  processing  date  sensitive  information.  This
capability  was  further  demonstrated through  inter-operability
testing  conducted  by  the Cellular Telecommunications  Industry
Association.   In   addition   to   the   wireless    operational
infrastructure,  initial assessments of support system  providers
have  revealed  some  products  and  applications  that  are  not
currently in a conforming status. In all identified instances  to
date,  the  supplier(s) of those products  or  applications  have
identified that their product(s) will be compliant by the end  of
the  second  quarter of 1999. However, there can be no  guarantee
that  the systems of other companies which the Company relies  on
will be converted on a timely basis, or that a failure to convert
by  another company would not have a material adverse  effect  on
the Company.

     As part of the Myrtle Beach acquisition, the operational and
financial  systems  were  to be migrated  to  the  systems  being
deployed  as part of the Companys PCS start-up plan.  The  Myrtle
Beach  financial  systems  were successfully  migrated  to  those
systems  in the first quarter of 1999. Additionally, the  Company
is   developing  plans  to  upgrade  or  replace   the   existing
operational  systems  with compliant versions.  This  remediation
effort  is  expected  to be completed by the  end  of  the  third
quarter  of  1999.  The  failure  to  upgrade  the  Myrtle  Beach
operational systems to a compliant version could have a  material
adverse effect on the Company.

     Initial assessments of our Information Technology have shown
that our network hardware, software and firmware was procured and
deployed  at a compliant version level. Some previously  deployed
Information  Technology hardware in the Myrtle Beach  markets  is
non-compliant.  However,  these  non-compliant  applications  are
planned  for  upgrade,  and  given the  nature  of  the  Companys
operations,  potential  failures of these  applications  are  not
expected to have a material adverse effect on the Company.

     The  Company  has  not yet fully developed  a  comprehensive
contingency  plan to address situations that may  result  if  the
Company  is unable to achieve Year 2000 readiness of its critical
operations.  There can be no assurance that the Company  will  be
able  to  develop a contingency plan that will adequately address
issues  that  may  arise in the year 2000.  The  failure  of  the
Company  to  successfully resolve such issues could result  in  a
disruption  of the Companys service and operations,  which  would
have a material adverse effect on the Company.

     The costs associated with the Year 2000 issues are estimated
to  be approximately $200,000, of which $48,000 has been spent to
date.  These  costs  are  not material to the  Companys  business
operations or financial position. The costs of the plan  and  the
date on which the Company believes it will complete the Year 2000
modification are based on managements best estimates, which  were
derived  utilizing numerous assumptions regarding future  events,
including the continued availability of certain resources, third-
party  modification  plans and other factors.  There  can  be  no
assurance  that  these  estimates will  be  achieved  and  actual
results could differ materially from those anticipated.

                             20

INFLATION

     The  Company  does  not believe that  inflation  has  had  a
material impact on operations.

ITEM 7A Quantitative and Qualitative Disclosure about Market Risk

     The  Companys debt structure is leveraged and, as a  result,
its  cash  flows  and  earnings are exposed  to  fluctuations  in
interest  rates.  The Companys debt obligations are  U.S.  dollar
denominated. The Companys market risk therefore is the  potential
loss arising from adverse changes in interest rates. The debt can
be categorized as follows:

Fixed interest rates:
         Senior subordinated debt           $313,648

  Subject to interest rate fluctuations:
         Bank credit facility               $150,000

     The  Companys interest rate risk management program  focuses
on  minimizing  exposure to interest rate movements,  setting  an
optional  mixture of floating and fixed rate debt, and minimizing
liquidity  risk. (see Note 12 to Notes to the Combined  Financial
Statements).

                                  21

             TRITON PCS INC. AND PREDECESSOR COMPANY
                  INDEX TO FINANCIAL STATEMENTS

Item 8.

Combined Financial Statements
Report of PricewaterhouseCoopers LLP                               F-2
Combined Balance Sheets as of December 31, 1997 and 1998           F-3
Combined Statements of Operations for the period March 6, 1997
(inception) to December 31, 1997
   and the year ended December 31, 1998                            F-4
Combined Statements of Shareholders Equity (Deficit) and Members
Capital for the period
   March 6, 1997 (inception) to December 31, 1997 and the year
ended December 31, 1998                                            F-5
Combined Statements of Cash Flows for the period March 6, 1997
(inception) to December 31, 1997
   and the year ended December 31, 1998                            F-6
Notes to Combined Financial Statements                             F-7
Schedule II Valuation and Qualifying Accounts

                                F-1


                   INDEPENDENT AUDITORS REPORT

To the Board of Directors and Shareholder
of Triton PCS, Inc.

In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, of shareholders equity (deficit) and
members capital, and  of cash flows present fairly, in all material respects,
the financial position of Triton PCS, Inc. and Predecessor Company as
defined in Note 2 to the combined financial statements, and its
subsidiaries (the Company) at December 31, 1998 and 1997, and the results
of their operations and their cash flows for the year ended December 31,
1998 and the period from March 6, 1997 (inception) to December 31, 1997
in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Companys
management; our responsibility is to express an opinion on these
financial statements based on our audits.  We conducted our audits of
these statements in accordance with generally accepted auditing
standards which 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,
assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion
expressed above.

As indicated in Note 18 to the combined financial statements, the Company
restated its 1998 financial statements, previously reported on by other
independent accountants, to reflect deferred compensation related to
stock issuances of $5,490,000 as of December 31, 1998 and related charges
to the statement of operations during the year ended December 31, 1998
of $1,120,000.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvaia
October 7, 1999

                                 F-2

             TRITON PCS INC. AND PREDECESSOR COMPANY
                     COMBINED BALANCE SHEETS
                             ($000S)

                                       DECEMBER 31,  DECEMBER 31,
                                           1997          1998
ASSETS:
Current assets:
       Cash and cash equivalents        $11,362       $146,172
       Marketable securities                  -         23,612
       Due from related party               148            951
       Accounts receivable, net of
         allowance for doubtful accounts
         of $ - in 1997 & $1,071 in 1998      -          3,102
       Inventory                              -          1,433
       Prepaid expenses and other
         current assets                      21          4,288
       Deferred income taxes                  -             81
                                         ------       --------
Total current assets                     11,531        179,639

Property, plant, and equipment, net:        473        198,953
Intangible assets, net                    1,249        308,267
                                        -------       --------
Total assets                            $13,253       $686,859
                                        =======       ========


LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)
 AND MEMBERS CAPITAL:
Current liabilities:
       Accounts payable                 $1,581        $25,256
       Accrued payroll and
          related expenses                 970          3,719
     Accrued expenses                       46          3,646
     Accrued interest                    1,228            545
     Capital lease obligations               -            281
     Due to related party                   45              -
     Notes payable                      13,344              -
                                       -------       --------
Total current liabilities               17,214         33,447

Long-term debt                               -        463,648
Capital lease obligations                    -          2,041
Deferred income taxes                        -         11,744

Commitments and contingencies                -              -

Shareholders equity (deficit) and members capital:
Common stock, $.01 par value, 1,000
 Shares authorized, 100 shares issued
 and outstanding                             -              -
Additional paid-in capital                   -        217,050
Deferred compensation                        -         (4,370)
Accumulated deficit                    (3,961)        (36,701)
                                       -------        --------
Total shareholders equity
 (deficit) and members capital         (3,961)        175,979

Total liabilities and
shareholders equity (deficit)
 and members capital.                  -------      ---------
                                       $13,253      $686,859
                                       =======      =========

    See accompanying notes to combined financial statements.

                                 F-3

             TRITON PCS INC. AND PREDECESSOR COMPANY
                COMBINED STATEMENTS OF OPERATIONS
                             ($000S)

                            PERIOD FROM
                     MARCH 6, 1997(INCEPTION)  FOR THE YEAR ENDED
                      to December 31, 1997      December 31, 1998

Revenues:
     Service revenues                $   -              $ 11,172
     Roaming revenues                    -                 4,651
     Equipment revenues                  -                   755
                                     -----              --------
   Total revenues                        -                16,578

Expenses:
     Cost of service                     -                 8,767
     Cost of equipment                   -                 1,699
     Sales and marketing                 -                 3,260
     General and administrative      2,736                15,589
     Non-cash compensation               -                 1,120
     Depreciation and amortization       5                 6,663
                                    ------                ------
Loss from operations                 2,741                20,520

Interest expense                     1,228                30,391
Interest and other (income)             (8)              (10,635)

Loss before income taxes             3,961                40,276
Income taxes(benefit)                    -                (7,536)
                                    ------               --------
Net loss                            $3,961               $32,740
                                    ======               ========

    See accompanying notes to combined financial statements.

                                    F-4

<TABLE>

             TRITON PCS INC. AND PREDECESSOR COMPANY

COMBINED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT) AND MEMBERS CAPITAL
FOR THE PERIOD FROM MARCH 6, 1997 (INCEPTION) TO DECEMBER 31, 1997 AND
THE YEAR ENDED DECEMBER 31, 1998
                                ($000s)

<CAPTION>
                          COMMON        ADDITIONAL
                           STOCK        PAID-IN ACCUMULATED  DEFERRED
                         SHARES  AMOUNT  CAPITAL  DEFICIT  COMPENSATION  TOTAL
<S>                         <C>  <C>      <C>      <C>        <C>       <C>
Issuance of common  stock   100  $    -   $     -  $     -    $    -    $    -

Net loss                      -       -         -   (3,961)        -    (3,961)
                           ----   -----   -------  --------   -------  -------
Balance at December
  31, 1997                  100       -         -   (3,961)        -    (3,961)

Capital contributions
 from parent                  -       -   211,560        -         -   211,560

Deferred compensation         -       -     5,490        -    (5,490)        -

Non-cash compensation         -       -         -        -     1,120     1,120

Net loss                      -       -         -  (32,740)        -   (32,740)
Balance at
  December 31, 1998         100   $   -  $217,050 $(36,701)  $(4,370) $175,979
                           ====   =====  ======== =========  ======== ========
</TABLE>
    See accompanying notes to combined financial statements.

                                       F-5

                      TRITON PCS, INC. AND PREDECESSOR COMPANY
                         COMBINED STATEMENTS OF CASH FLOWS
                                      ($000S)

                                         PERIOD FROM            FOR THE YEAR
                                  MARCH 6, 1997 (INCEPTION)         ENDED
                                     TO DECEMBER 31, 1997     DECEMBER 31, 1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                         $(3,961)           $(32,740)

Adjustments to reconcile net loss to cash
used in operating activities:
   Depreciation and amortization                       5               6,663
   Deferred income taxes                               -              (7,536)
   Accretion of interest on subordinated debt          -              22,648
   Non-cash compensation                               -               1,120

   Change in operating assets and liabilities,
    net of effects of acquisitions:
      Accounts receivable                              -                  37
      Inventory                                        -              (1,046)
      Prepaid expenses and other current assets      (21)               (468)
      Accounts payable                               656               2,647
      Accrued payroll and related expenses           970               2,749
      Accrued expenses                                46               3,456
      Accrued interest                             1,228              (1,660)

   Net cash used in operating activities          (1,077)             (4,130)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                (478)            (87,715)
Myrtle Beach acquisition, net of cash acquired         -            (164,488)
Norfolk acquisition                                    -             (96,557)
Purchase of marketable securities                      -             (23,612)

     Net cash used in investing activities          (478)           (372,372)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit facility                       -             150,000
Borrowings on notes payable                       13,344                   -
Proceeds from issuance of subordinated
  debt, net of discount                                -             291,000
Issuance of common stock                               -                   -
Capital contributions from Parent                      -              82,696
Payment of deferred transaction costs               (324)            (11,329)
Advances to related party, net                      (103)               (848)
Principal payments under capital lease obligations     -                (207)

   Net cash provided by financing activities      12,917             511,312

NET INCREASE IN CASH                              11,362             134,810

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         -              11,362
                                                 -------            --------
CASH AND CASH EQUIVALENTS, END OF PERIOD         $11,362            $146,172
                                                 =======            ========

    See accompanying notes to combined financial statements.

                                     F-6

            TRITON PCS, INC. AND PREDECESSOR COMPANY
             NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 6, 1997 (INCEPTION) TO DECEMBER 31, 1998

(1)  DESCRIPTION OF BUSINESS

   Triton PCS, Inc. (formerly Triton PCS License Company, Inc.
   with its subsidiaries referred to as the Company) was formed
   on October 2, 1997 as a wholly-owned subsidiary of Triton PCS
   Holdings, Inc. (formerly Triton PCS, Inc. referred to as
   Holdings or Parent). The Company is the exclusive provider of
   wireless mobility services in the AT&T Corporation (together
   with affiliates AT&T) mid-Atlantic and southeast regions.
   The Company intends to become the leading provider of
   broadband PCS in Virginia, South Carolina, North Carolina,
   northern Georgia, and surrounding areas.  The Company is
   authorized to provide PCS Service in major population and
   business centers such as Charleston, SC, Columbia, SC,
   Greenville / Spartansburg, SC, Richmond, VA and Augusta, GA,
   as well as major resort destinations such as Myrtle Beach,
   SC, Hilton Head, SC, and Kiawah Island, SC. On June 30, 1998,
   the Company acquired an existing cellular system in Myrtle
   Beach, and on December 31, 1998, the Company extended its PCS
   Service into the Norfolk, Virginia BTA through the
   acquisition of licenses and assets from AT&T (see note 4).

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   BASIS OF PRESENTATION

   On March 6, 1997, Triton Communications L.L.C. (L.L.C.) was
   formed to explore various business opportunities in the
   wireless telecommunications industry, principally related to
   personal communications services (PCS) and cellular
   activities. During the period March 6, 1997 through October
   1, 1997, L.L.C.s activities consisted principally of hiring a
   management team, raising capital, and negotiating strategic
   business relationships, primarily related to PCS business
   opportunities. Subsequent to October 2, 1997, these
   activities continued but were conducted primarily through the
   Company. Consequently, for purposes of the accompanying
   financial statements, L.L.C. has been treated as a
   predecessor entity. As a result of certain financing
   relationships and the similar nature of the business
   activities conducted by each respective legal entity, L.L.C.
   and the Company are considered companies under common
   control.

   The  combined financial statements incorporate the PCS-related
   business  activities  of  L.L.C. and  the  activities  of  the
   Company.   The  consolidated accounts of the  Company  include
   Triton  PCS  Inc.; Triton PCS Holdings Company L.L.C.;  Triton
   Management Company, Inc.; Triton PCS Property Company  L.L.C.;
   Triton  PCS  Equipment  Company L.L.C.; Triton  PCS  Operating
   Company  L.L.C.;  and Triton PCS License  Company  L.L.C.  All
   significant  intercompany  accounts  or  balances  have   been
   eliminated in consolidation.

   USE OF ESTIMATES

   The preparation of financial statements in conformity with
   generally accepted accounting principles requires management
   to make estimates and assumptions that affect the reported
   amounts of assets and liabilities and disclosure of
   contingent assets and liabilities, at the date of the
   financial statements and the reported amount of revenues and
   expenses during the reporting period.  Actual results could
   differ from those estimates.

   CASH AND CASH EQUIVALENTS

   Cash and cash equivalents includes cash on hand, demand
   deposits and short term investments with maturities of three
   months or less.

                                  F-7

   MARKETABLE SECURITIES

   Marketable securities at December 31, 1998, consist of debt
   securities with maturities between three and ten months.  The
   Company has adopted the provisions of Statement of Financial
   Accounting Standards No. 115, Accounting for Certain
   Investments in Debt and Equity Securities (Statement No. 115)
   in fiscal 1998. Under Statement No. 115, the Company
   classifies all of its debt securities as available for sale
   and records them at fair value with unrealized holding gains
   and losses to be included as a separate component of other
   comprehensive income until realized. Realized gains and
   losses from the sale of available for sale securities are
   determined on the specific identification basis.

   INVENTORIES

   Inventories, consisting primarily of wireless handsets and
   accessories held for resale, are valued at lower of cost or
   market.  Cost is determined by the first-in, first-out
   method.

   PROPERTY AND EQUIPMENT

   Property and equipment is stated at original cost and
   includes primarily computer equipment, software, and office
   equipment.  Depreciation is calculated based on the straight-
   line method over the estimated useful lives of the respective
   assets.  In connection with the construction of the PCS
   network, the Company capitalizes expenditures related to the
   design, construction, and microwave relocation.  In addition,
   the Company capitalizes interest on expenditures related to
   the buildout of the network.  Expenditures for repairs and
   maintenance are charged to expense as incurred.

   CONSTRUCTION IN PROGRESS

   Construction in progress includes expenditures for the
   design, construction and testing of the Companys PCS network
   and also includes costs associated with developing
   information systems. The Company capitalizes interest on
   certain of its construction in progress activities. Interest
   capitalized for the year ended December 31, 1998 totaled $3.5
   million. When the assets are placed in service, the Company
   transfers the assets to the appropriate property and
   equipment category and depreciates these assets over their
   respective estimated useful lives.

   INVESTMENT IN PCS LICENSES

   Investments in PCS Licenses are recorded at their estimated
   fair value at the time of acquisition (See Notes 3 and 4).
   Licenses are amortized on a straight line basis over 40
   years.

   DEFERRED TRANSACTION COSTS

   Costs incurred in connection with the negotiation and
   documentation of the AT&T transaction, are deferred and
   included in the aggregate purchase price allocated to the net
   assets acquired upon completion of the transaction.

   Costs incurred in connection with the negotiation and
   documentation of the bank financing and the Companys issuance
   of senior subordinated discount notes are deferred and
   amortized over the terms of the bank financing and notes
   using the effective interest rate method.

                                  F-8

   LONG-LIVED ASSETS

   In accordance with SFAS No. 121, Accounting for the
   Impairment of Long- Lived Assets and for Long-Lived Assets to
   be Disposed Of, the Company periodically evaluates the
   carrying value of long-term assets when events and
   circumstances warrant such review. The carrying value of a
   long lived asset is considered impaired when the anticipated
   undiscounted cash flow from such asset is separately
   identifiable and is less than the carrying value. In that
   event a loss is recognized based on the amount by which the
   carrying value exceeds the fair market value of the long
   lived asset. Fair market value is determined by using the
   anticipated cash flows discounted at a rate commensurate with
   the risk involved. Measurement of the impairment, if any,
   will be based upon the difference between carrying value and
   the fair value of the asset. The Company has identified no
   such impairment losses.

   REVENUE RECOGNITION

   Revenues from operations primarily consist of charges to
   customers for monthly access, airtime, roaming charges, long-
   distance charges, and equipment sales. Revenues are
   recognized as services are rendered net of sales allowance.
   Unbilled revenues result from service provided from the
   billing cycle date to the end of the month and from other
   carriers customers using the Companys systems for the last
   half of each month. Equipment sales are recognized upon
   delivery to the customer and reflect charges to customers for
   wireless handset equipment purchases.

   INCOME TAXES

   The Company accounts for income taxes in accordance with
   Statement of Financial Accounting Standards (SFAS) No. 109,
   Accounting for Income Taxes. Under the asset and liability
   method of SFAS No. 109, deferred income tax assets and
   liabilities are recognized for the future tax consequences
   attributable to differences between the financial statement
   carrying amounts of existing assets and liabilities and their
   respective tax bases. Deferred income tax assets and
   liabilities are measured using statutory tax rates expected
   to apply to taxable income in the years in which those
   temporary differences are expected to be recovered or
   settled.

   FINANCIAL INSTRUMENTS

   The Company utilized derivative financial instruments to
   reduce its exposure resulting from fluctuations in interest
   rates.  Amounts to be paid or received under interest rate
   swap agreements are accrued as interest rates change and are
   recognized over the life of the swap agreements as an
   adjustment to interest expense.

                                F-9

   ADVERTISING COSTS

   The Company expenses advertising costs when the advertisement
   occurs. Total advertising expense amounted to $0 in 1997 and
   $643,000 in 1998.

   COMPREHENSIVE INCOME (LOSS)

   The Company adopted Statement of Financial Accounting
   Standard No. 130, Reporting Comprehensive Income (SFAS 130),
   effective January 1, 1998. SFAS 130 establishes standards for
   reporting and display of comprehensive income and its
   components in a full set of general-purpose financial
   statements. Comprehensive income is the change in equity of a
   business enterprise during a period from certain transactions
   and the events and circumstances from non-owner sources. For
   the periods presented in the accompanying combined statements
   of operations, comprehensive loss equals the amounts of net
   loss reported on the accompanying combined statements of
   operations.

   NEW ACCOUNTING PRONOUNCEMENTS

   In April 1998, the Accounting Standards Executive Committee
   (AcSEC) of the AICPA issued Statement of Position (SOP) 98-5,
   Reporting on the Costs of Start-up Activities (SOP 98-5).
   This statement requires that the costs of start-up
   activities, including organization costs, be expensed as
   incurred and is effective for fiscal years beginning after
   December 31, 1998.  The Company has elected early adoption of
   this statement as of January 1, 1998.  The initial
   application of the statement did not have a material effect
   on the Companys combined financial statements.

   In  June  1997, the FASB issued Statement No. 131,  Disclosure
   About  Segments of an Enterprise and Related Information (SFAS
   131).  This  statement  establishes additional  standards  for
   segment   reporting  in  the  financial  statements   and   is
   effective for fiscal years beginning after December 15,  1997.
   The Company adopted SFAS 131 and determined that there are  no
   separate reportable segments, as defined by the standards.

   In  June  1998, the FASB issued Statement No. 133,  Accounting
   for  Derivative Instruments and Hedging Activities (SFAS  133)
   which  establishes  accounting  and  reporting  standards  for
   derivative    instruments,   including   certain    derivative
   instruments  imbedded  in  other  contracts  and  for  hedging
   activities.  SFAS 133 is effective for fiscal years  beginning
   after  June  15,  1999.   The  initial  application  of   this
   statement  is  not expected to have a material effect  on  the
   Companys financial statements.

   (3)  AT&T TRANSACTION

   On October 8, 1997, Holdings entered into a Securities
   Purchase Agreement with AT&T Wireless PCS, Inc, a subsidiary
   of AT&T Corp.,and the other stockholders of Holdings, whereby
   the Company became the exclusive provider of wireless
   mobility services in the AT&T Southeast regions.

   On  February 4, 1998, Holdings executed the Closing  Agreement
   with  AT&T  and the other stockholders of Holdings, finalizing
   the  transactions  contemplated  in  the  Securities Purchase
   Agreement. In accordance with the Closing Agreement, Holdings
   and AT&T and the other stockholders of Holdings consented
   that one or more of Holdings subsidiaries shall enter into
   certain agreements  or  conduct certain operations on the
   condition that such subsidiaries shall at all times be direct
   or indirect wholly-owned subsidiaries of Holdings and
   Holdings shall cause such subsidiaries to perform the
   obligations and conduct such operations required to be
   performed or conducted under those agreements.

                              F-10

   Under the Closing Agreement, Holdings issued equity to AT&T
   in exchange for 20 MHz A and B Block PCS licenses, which were
   contributed to the Company and certain other agreements
   covering certain areas in the southeastern United States. The
   fair value of the FCC licenses, as determined by an
   independent appraisal, was $92.8 million with an estimated
   useful life of 40 years.

   In  connection  with the closing of the AT&T transaction,  the
   Company  executed  or  was  a  party  to  certain  agreements,
   including the following:

   STOCKHOLDERS AGREEMENT

   Resale Agreement

   Pursuant  to  the  Stockholders  Agreement,  the  Company   is
   required  to enter into a Resale Agreement at the  request  of
   AT&T. Under this agreement, AT&T will be granted the right  to
   purchase  and  resell on a nonexclusive basis  access  to  and
   usage  of the Companys services in the Companys Licensed Area.
   The  Company  will retain the continuing right to  market  and
   sell  its  services  to customers and potential  customers  in
   competition with AT&T.

   The  Resale Agreement will have a term of ten years  and  will
   renew  automatically for successive one-year  periods  unless,
   after  the  eleventh anniversary thereof, either party  elects
   to  terminate  the  Resale Agreement.  Furthermore,  AT&T  may
   terminate  the Resale Agreement at any time for any reason  on
   180 days written notice.

   The  Company has agreed that the rates, terms, and  conditions
   of  service, taken as a whole, provided by the Company to AT&T
   pursuant  to  the  Resale Agreement,  shall  be  at  least  as
   favorable as (or if permitted by applicable law, superior  to)
   the  rates,  terms,  and conditions of  service,  taken  as  a
   whole,  provided by the Company to any other customer. Without
   limiting the foregoing, the rate plans offered by the  Company
   pursuant  to the Resale Agreement shall be designed to  result
   in  a  discounted average actual rate per minute paid by  AT&T
   for  service below the weighted average actual rate per minute
   billed  by the Company to its subscribers generally for access
   and air time.

   Neither  party may assign or transfer the Resale Agreement  or
   any  of  its rights thereunder without the other partys  prior
   written  consent,  which  will not be  unreasonably  withheld,
   except  (a)  to  an affiliate of that party  at  the  time  of
   execution of the Resale Agreement, (b) by the Company  to  any
   of its operating subsidiaries, and (c) to the transferee of  a
   partys  stock  or  substantially all of its  assets,  provided
   that   all  FCC  and  other  necessary  approvals  have   been
   received.

   The  Company  expects to enter into the Resale Agreement  upon
   commencement  of  its operations in the initial  configuration
   or shortly thereafter.

   Exclusivity

   Under  the  Stockholders Agreement, none of  the  Stockholders
   will  provide  or resell, or act as the agent for  any  person
   offering,    within    the    Territory    mobile     wireless
   telecommunications  services  initiated  or  terminated  using
   Time Division Multiple Access and frequencies licensed by  the
   FCC  (Company  Communications Services), except AT&T  and  its
   affiliates  may (i) resell or act as agent for the Company  in
   connection   with  the  provision  of  Company  Communications
   Services,  (ii)  provide or resell wireless telecommunications
   services  to  or  from certain specific locations,  and  (iii)
   resell  Company Communications Services for another person  in
   any  area  where  the  Company has not placed  a  system  into
   commercial  service, provided that AT&T PCS has  provided  the
   Company with prior written notice of AT&T PCS intention to do
   so and only dual band/dual mode phones are used in connection
   with such resale activities.  Additionally, with respect to
   the markets listed in the Roaming Agreement, each of the
   Company and AT&T agreed to cause their respective affiliates
   in their home carrier capacities to program and direct the
   programming of customer equipment so that the other party
   in its capacity as the serving carrier is the preferred provider
   in such markets, and refrain from inducing any of its customers
   to change such programming.

                                     F-11

   Build-out

   The Company is required to conform to certain  requirements
   regarding the construction of the Companys PCS system. In the
   event  that the Company breaches these requirements, AT&T  may
   terminate its exclusivity provisions.

   Disqualifying Transactions

   In the event  of a merger, asset sale, or consolidation, as
   defined, involving AT&T and another  person  that derives
   annual revenues in excess of $5.0 billion, derives less than
   one third of its aggregate revenues from wireless
   telecommunications, and owns FCC licenses to offer mobile
   wireless telecommunication services to more than 25% of the
   population within the Companys territory, AT&T and the
   Company have certain rights.  AT&T may terminate its
   exclusivity in the territory in  which the other party
   overlaps that of the Company. In the event that AT&T proposes
   to  sell, transfer, or assign to a  non-affiliate its PCS
   system owned and operated in Charlotte, NC; Atlanta, GA;
   Baltimore, MD; and Washington, DC, BTAs, then AT&T will
   provide the Company with the opportunity for a 180 day period
   to have AT&T jointly market the Companys licenses that are
   included in the MTA that AT&T is requesting to sell.

   The Stockholders Agreement expires on February 4, 2009.
   Certain provisions expire upon an initial public offering.

   LICENSE AGREEMENT

   Pursuant to a Network Membership License Agreement, dated
   February 4, 1998 (the License Agreement), between AT&T and
   the Company, AT&T granted to the Company a royalty-free,
   nontransferable, nonsublicensable, limited right, and license
   to use certain Licensed Marks solely in connection with
   certain licensed activities. The Licensed Marks include the
   logo containing the AT&T and globe design and the expression
   Member, AT&T Wireless Services Network. The Licensed
   Activities include (i) the provision to end-users and
   resellers, solely within the Territory, of Company
   Communications Services on frequencies licensed to the
   Company for Commercial Mobile Radio Services (CMRS) provided
   in accordance with the AT&T Agreement (collectively, the
   Licensed Services) and (ii) marketing and offering the
   Licensed Services within the Territory. The License Agreement
   also grants to the Company the right and license to use
   Licensed Marks on certain permitted mobile phones.

   The  License  Agreement  contains numerous  restrictions  with
   respect  to  the use and modification of any of  the  Licensed
   Marks.   Furthermore,  the  Company  is   obligated   to   use
   commercially   reasonable  efforts  to  cause   all   Licensed
   Services marketed and provided using the Licensed Marks to  be
   of  comparable quality to the Licensed Services  marketed  and
   provided  by  AT&T  and  its  affiliates  in  areas  that  are
   comparable  to the Territory taking into account, among  other
   things,  the relative stage of development of the  areas.  The
   License  Agreement also sets forth specific testing procedures
   to  determine compliance with these standards, and affords the
   Company  with a grace period to cure any instances of  alleged
   noncompliance therewith.

                                F-12

   The Company may not assign or sublicense any of its rights
   under the License Agreement; provided, however, that the
   License Agreement may be assigned to the Companys lenders
   under the Credit Facility (see note 9) and after the
   expiration of any applicable grace and cure periods under the
   Credit Facility, such lenders may enforce the Companys rights
   under the License Agreement and assign the License Agreement
   to any person with AT&Ts consent.

   The term of the License Agreement is for five  years (the
   Initial Term) and renews for an additional five-year period
   if neither party terminates the Agreement.  The License
   Agreement may be terminated by AT&T at any time in the event
   of a significant breach by the Company, including the
   Companys  misuse of any Licensed Marks, the Company licensing
   or assigning any of the rights in the License Agreement, the
   Companys  failure to maintain AT&Ts quality standards, or a
   change in control of the Company occurs.

   After the Initial Term, AT&T may also terminate the License
   Agreement upon the occurrence of certain transactions
   described in the Stockholders Agreement.

   The License Agreement, along with the Exclusivity and Resale
   Agreements, have a fair value of $20.3 million, as determined
   by an independent appraisal, with an estimated useful life of
   10 years. Amortization commenced upon the effective date of
   the agreement.

   ROAMING AGREEMENT

   Pursuant to the Intercarrier Roamer Service Agreement, dated
   as of February 4, 1998 (as amended the Roaming Agreement),
   between AT&T Wireless Services, Inc. and the Company, each of
   AT&T and the Company agrees to provide (each in its capacity
   as serving provider, the Serving Provider) mobile wireless
   radiotelephone service for registered customers of the
   other partys  (the  Home  Carrier)  customers   while   such
   customers are out of the Home Carriers geographic area and  in
   the geographic  area  where the Serving  Carrier  (itself  or
   through affiliates) holds a license or permit to
   construct and operate a mobile  wireless  radio/telephone
   system and station. Each Home Carrier whose customers receive
   service from a Serving Carrier shall pay  to  such  Serving
   Carrier 100% of the Serving Carriers charges  for  wireless
   service and 100% of pass-through charges (i.e., toll or  other
   charges).  Except with respect to the  Norfolk  BTA,  each
   Service Carriers service charges per minute or partial  minute
   for  the first 3 years will be fixed at a declining rate,  and
   thereafter will be equal to an adjusted average home rate or
   such lower rate as the parties negotiate from time to time;
   provided, however, that with  respect to the Norfolk BTA, the
   service rate is equal to the  lesser of (a) $0.25 per minute
   and (b) the applicable home rate of AT&T PCS, or such other
   rate as agreed to by the  parties.  Each Service Carriers toll
   charges per minute of use for the first 3 years will be fixed
   at a declining rate and thereafter, such other rates as the
   parties negotiate from time to time.

   The Roaming Agreement has a term of 20 years, unless earlier
   terminated by a party due to the other partys uncured breach
   of any term of the Roaming Agreement, the other partys
   license or permit to provide CMRS.

   Neither party may assign or transfer the Roaming Agreement or
   any of its rights thereunder except to an assignee of all or
   part of its license or permit to provide CMRS, provided that
   such assignee expressly assumes all or the applicable part of
   the obligations of such party under the Roaming Agreement.

   The fair value of the Roaming Agreement, as determined by an
   independent appraisal, was $5.5 million, with an estimated
   useful life of 20 years. Amortization commenced upon the
   effective date of the agreement.

                                F-13

(4)  ACQUISITIONS

   Myrtle Beach Acquisition

   On June 30, 1998, the Company acquired an existing cellular
   system (the Myrtle Beach System) which serves the South
   Carolina 5--Georgetown Rural Service Area (the SC-5) for a
   purchase price of approximately $164.5 million from Vanguard
   Cellular Systems. The Company has integrated the Myrtle Beach
   System into its planned PCS Network. As a result of the
   acquisition, the Company is no longer considered a
   development stage enterprise under SFAS No. 7. The effects of
   the acquisition have been presented using the purchase method
   and, accordingly, the purchase price was allocated to the
   assets acquired and liabilities assumed based upon
   managements best estimate of their fair value.

   The  purchase  price was allocated to the net assets  acquired
   with  approximately $116 million allocated to Licenses with  a
   useful   life  of  40  years  and  approximately  $20  million
   allocated to Subscriber List with a useful of 5 years.

   Results  of operations after the acquisition date are included
   in  the  Statement  of  Operations from  July  1,  1998.   The
   following   unaudited pro forma information has been  prepared
   assuming  that this acquisition had taken place on January  1,
   1997.   The  pro  forma  information includes  adjustments  to
   interest expense that would have been incurred to finance  the
   purchase,  additional depreciation based on  the  fair  market
   value  of the property, plant and equipment acquired, and  the
   amortization of intangibles arising from the transaction.

                                   1997       1998

                                      unaudited
        Net revenues                $23,608   $31,116
        Net loss                    $47,336   $40,065

   Norfolk Acquisition

   On  December  31, 1998, the Company acquired  from  AT&T  (the
   Norfolk  Acquisition)  (i) an FCC  license  to  use  20MHz  of
   authorized  frequencies  to  provide  broadband  PCS  services
   throughout the entirety of the Norfolk, Virginia BTA and  (ii)
   certain  assets  of  AT&T used in the  operation  of  the  PCS
   system  in  such  BTA  for  an  aggregate  purchase  price  of
   approximately $111 million, including $14.6 million of  Series
   D   Preferred   Stock  of  Holdings,  which  was  subsequently
   contributed  to  the  Company. The  excess  of  the  aggregate
   purchase  price  over the fair market value  of  tangible  net
   assets  acquired of approximately $46.3 million is  attributed
   to  licenses and is being amortized over 40 years. The  build-
   out  of  the  network  relating to  the  Norfolk  Acquisition,
   including   the   installation   of   a   switch,   has   been
   substantially   completed.  The  Company  has  commenced   PCS
   service  in  the  Norfolk BTA in the first quarter  1999.  The
   purchase price allocation is preliminary at December 31,  1998
   and is expected to be finalized in the first quarter of 1999.

(5)  PROPERTY AND EQUIPMENT

                                             December 31,     Depreciable
                                           1997       1998       Lives
                                               ($000s)

   Land                                  $    -     $   313
   Network infrastructure
     and equipment                            -      34,147    10-12 years
   Office furniture and equipment           121      17,642     3-5 years
   Capital lease assets                       -       2,263
   Construction in progress                 357     145,667
                                         ------     -------
                                            478     200,032
Accumulated depreciation
  and amortization                           (5)     (1,079)
                                         ------    --------
  Property, plant, and equipment, net    $  473    $198,953
                                         ======    ========
The depreciable life of capital lease assets is based  upon  the
life of the underlying asset or the life of the lease, whichever
is shorter.

(6)  INTANGIBLE ASSETS

                                          December 31,      Amortizable
                                        1997       1998        Lives
                                            ($000s)
   AT&T License                        $    -    $ 95,248       40 years
   AT&T Agreements                          -      26,026       10 - 20 years
   Myrtle Beach License                     -     116,252       40 years
   Norfolk License                          -      46,299       40 years
   Subscriber  Lists                        -      20,000        5 years
   Bank Financing                       1,249      10,994        8.5 - 10 years
                                       ------     -------
                                        1,249     314,819
   Accumulated amortization                 -      (6,552)
                                       ------     -------
   Other assets, net                    1,249     308,267
                                       ======     =======

Amortization  charged to operations for the year  ended  December
31, 1998 totaled $5,589.

                                 F-14

(7)  SHORT-TERM DEBT

   Convertible Notes

   At various dates in 1997, certain private equity  investors
   provided  $1.6 million in financing to L.L.C. in the form of
   convertible  promissory notes.  The notes  originally bore
   interest at 14% annually, payable at maturity. On January 15,
   1998,  L.L.C. assigned the notes to the Company. The Company,
   in conjunction with Holdings and the noteholders, subsequently
   negotiated a revised arrangement under which no interest
   would be paid on the notes, which became convertible into
   approximately $3.2 million worth of Holdings Series C
   preferred stock. The conversion of L.L.C. notes into Holdings
   equity occurred on February 4, 1998. The $1.6 million
   preferred return to the investors was accounted for as a
   financing cost during the period the notes were outstanding.

   Noninterest bearing loans

   During 1997,  Holdings Cash Equity Investors provided short-
   term financing in the form of $11.8  million noninterest-
   bearing loans, which were advanced to the Company.  Pursuant
   to the Closing Agreement, such loans were converted to equity
   of Holdings as a reduction of the requirements of the initial
   cash contribution. Concurrently, Holdings contributed these
   funds to the Company, which has recorded the transaction as
   additional paid in capital on the date of the contribution.

   (8)  LONG TERM DEBT

                                              December 31,
                                           1997      1998

    Bank credit facility                    $-      $150,000
    Senior subordinated debt                 -       313,648
                                            --      --------

                                             -       463,648
    Current portion of long-term debt        -           -
                                            --      --------

    Long-term debt                          $-      $463,648
                                            ==      ========

   The weighted average interest rate for total debt outstanding
   during December 31, 1998 was 10.33%. The average rate at
   December 31, 1998 was 10.16%.

   (9)  BANK CREDIT FACILITY

   On February 3, 1998, (the Credit Facility Effective Date),
   the Company entered into a Credit Agreement (as amended from
   time to time, the Credit Facility), with Holdings, The Chase
   Manhattan Bank, as Administrative Agent, and certain banks
   and other financial institutions party thereto. The Credit
   Facility provides for (i) a $175.0 million senior secured
   term loan (the Tranche A Term Loan) which may be drawn in
   installments at any time through the third anniversary of the
   Credit Facility Effective Date and matures on the date that
   is eight and one-half years from the credit Facility
   Effective Date, (ii) a $150.0 million senior secured term
   loan (the Tranche B Term Loan and, together with the Tranche
   A Term Loan, the Term Loans) which matures on the date that
   is nine and one-quarter years from the Credit Facility
   Effective Date, and (iii) a $100.0 million senior secured
   revolving credit facility (the Revolving Credit Facility and,
   together with the commitments to make the Term Loans, the
   Facilities) which matures on the date that is eight and one-
   half years from the Credit Facility Effective Date.

   The  commitment  to  make  loans under  the  Revolving  Credit
   Facility  (Revolving Credit Loans and, together with the  Term
   Loans,  the  Loans)  automatically  and  permanently  reduces,
   beginning  on the date that is six years and six months  after
   the   Credit  Facility  Effective  Date,  in  eight  quarterly
   reductions  (the  amount of each of the first two  reductions,
   $5.0  million,  the next four reductions, $10.0  million,  and
   the  last two reductions, $25.0 million). The Tranche  A  Term
   Loans  are  required to be repaid, beginning on the date  that
   is  four  years after the Credit Facility Effective  Date,  in
   eighteen  consecutive quarterly installments  (the  amount  of
   each  of  the  first four installments, $4,375,000,  the  next
   four  installments,  $6,562,500, the  next  four  installments
   $8,750,000, the next four installments, $10,937,500,  and  the
   last  two installments, $26,250,000). The Tranche B Term Loans
   are  required to be repaid beginning on the date that is  four
   years after the Credit Facility Effective Date, in twenty-one
   consecutive quarterly installments (the amount of the first
   sixteen installments, $375,000, the next four installments
   $7.5 million, and the last installment, $114.0 million).

                              F-15

   Interest  on all loans accrue, at the Companys option,  either
   at  (i)  (a)  a  LIBOR rate, a defined in the Credit  Facility
   plus  (b)  the  Applicable  Rate  (as  defined  below)  (Loans
   bearing  interest described in (i), Eurodollar Loans) or  (ii)
   (a)  the  higher of (1) the Administrative Agents  prime  rate
   and  (2) the Federal Funds Effective Rate (as defined  in  the
   Credit  Facility)  plus  0.5%, plus (b)  the  Applicable  Rate
   (Loans   bearing  interest  described  in  (ii),  ABR  Loans).
   Interest  on any overdue amounts will be at a rate  per  annum
   equal  to  2%  plus  the  rate otherwise  applicable  to  such
   amounts. The Applicable Rate means, with respect to Tranche  B
   Term  Loans, 1.75% per annum, in the case of an ABR Loan,  and
   3.00%  per annum, in the case of a Eurodollar Loan, and,  with
   respect to Tranche A Term Loans and Revolving Credit Loans,  a
   rate  between 0.0% to 1.25% per annum (depending on the  level
   of  the  Companys  ratio  of debt to  earnings  before  income
   taxes, depreciation, and amortization (EBITDA) in the case  of
   an  ABR  Loan,  and a rate between 1.00% and 2.25%  per  annum
   (depending  on  the level of the Companys  ratio  of  debt  to
   EBITDA), in the case of a Eurodollar Loan.

   The  Credit  Facility  requires an annual  commitment  fee  of
   between  0.375%  and  0.50% (depending on  the  level  of  the
   Companys  ratio  of debt to EBITDA) of the unused  portion  of
   the  Facilities  payable quarterly in arrears and  a  separate
   agents  fee  payable to the Administrative Agent.  The  Credit
   Facility  also  requires  the Company  to  fix  or  limit  the
   interest  cost  with respect to at least 60%  (as  amended  in
   July   1998)   of   the  total  amount  of   the   outstanding
   indebtedness  of the Company. The Company incurred  commitment
   fees   of  $2.0  million  in  1998.  At  December  31,   1998,
   approximately 84% of the Companys outstanding debt was fixed.

   The  Term  Loans  are required to be prepaid  and  commitments
   under  the  Revolving Credit Facility reduced in an  aggregate
   amount  equal  to (i) 50% of excess cash flow of  each  fiscal
   year  commencing  the fiscal year ending  December  31,  2001,
   (ii)  100% of the net proceeds of asset sales, in excess of  a
   yearly  threshold, outside the ordinary course of business  or
   unused  insurance  proceeds,  (iii)  100%  of  the  net   cash
   proceeds  in excess of the initial $150.0 million of issuances
   of  debt obligations and (iv) 50% of the net cash proceeds  of
   issuances of equity securities (other than in connection  with
   the  Equity  Commitments); provided, that the prepayments  and
   reductions set forth under clauses (iii) and (iv) will not  be
   required  if,  after giving effect to such issuance,  (a)  the
   Companys ratio of senior debt to EBITDA would be less  than  5
   to  1  and  (b)  the Company would be in pro forma  compliance
   with certain covenants in the Credit Facility.

   All  obligations  of  the  Company under  the  Facilities  are
   unconditionally and irrevocably guaranteed (the Bank  Facility
   Guarantees)  by  Holdings and each existing  and  subsequently
   acquired or organized domestic subsidiary of the Company.  The
   Facilities  and the Bank Facility Guarantees, and any  related
   hedging  contracts provided by the lenders  under  the  Credit
   Facility,  are secured by substantially all of the  assets  of
   the  Company  and each existing and subsequently  acquired  or
   organized  domestic  subsidiary of the  Company,  including  a
   first priority pledge of all of the capital stock held by  the
   Company  or any of its subsidiaries; provided that the  pledge
   of  shares  of foreign subsidiaries may be limited to  65%  of
   the  outstanding shares of such foreign subsidiaries. The  PCS
   Licenses   will  be  held  by  one  or  more  single   purpose
   subsidiaries of the Company and will not be pledged to  secure
   the  obligations  of  the Company under the  Credit  Facility,
   although  the  equity interests of such subsidiaries  will  be
   pledged  thereunder. Each single purpose subsidiary  will  not
   be  allowed  by  the  Company  to  incur  any  liabilities  or
   obligations other than the Bank Facility Guarantee  issued  by
   it,  the  security agreement entered into by it in  connection
   with  the  Credit  Facility, and, in the case  of  any  single
   purpose   subsidiary   established  to   hold   real   estate,
   liabilities  incurred in the ordinary course  of  business  of
   such  subsidiary  which are incident to being  the  lessee  of
   real  property of the purchaser, owner of lessee of  equipment
   and  taxes  and  other liabilities incurred  in  the  ordinary
   course in order to maintain its existence.

                             F-16

   The Credit Facility contains covenants customary for
   facilities and transactions similar to the Credit Facility,
   including covenants relating to the amounts of indebtedness
   that the Company may incur, limitations on dividends and
   distributions on, and redemptions and repurchases of, capital
   stock and other similar payments and various financial
   maintenance covenants. The Credit Facility also contains
   covenants relating to the population covered by the Companys
   network and number of customers and customary
   representations, warranties, indemnities, conditions
   precedent to borrowing, and events of default.

   Loans  under the Credit Facility are available to fund capital
   expenditures  related to the construction of the Companys  PCS
   network,  the  acquisition  of  related  businesses,   working
   capital needs of the Company, and customer acquisition  costs.
   All  indebtedness  under the Credit Facility  will  constitute
   Senior   Debt  under  the  Companys  11%  Senior  Subordinated
   Discount Notes.

   The  terms  of  the  Credit Facility  originally  allowed  the
   Company  to  incur only $150 million of indebtedness  pursuant
   to  the  issuance  of  Subordinated Debt (as  defined  in  the
   Credit  Facility).  In April 1998, the Company  negotiated  an
   amendment  to  the Credit Facility, which included  provisions
   that (i) permit certain acquisitions (note 4); (ii) permit  up
   to  a  total  of  $450 million in high yield debt;  and  (iii)
   exclude   the   equity  issuances  associated   with   certain
   acquisitions from the mandatory prepayment requirement.

   (10) SUBORDINATED DEBT

   On May 7, 1998, the Company completed an offering (the
   Offering) of $512 million of 11% Senior Subordinated Discount
   Notes (the Notes), pursuant to Rule 144A of the Securities
   Act of 1933, as amended. The net proceeds of the Offering
   (after deducting an Initial Purchasers Discount of $9
   million) were approximately $291 million. The Company has
   used and intends to use the net proceeds from the Offering,
   together with the Capital Contributions (note 15) and
   borrowings under the Credit Facility, to fund: (i) capital
   expenditures, including the build-out of its PCS network;
   (ii) the Myrtle Beach acquisition and the Norfolk acquisition
   (note 4); (iii) working capital as required; (iv) operating
   losses; (v) general corporate purposes, and (vi) potential
   acquisitions.

   Cash interest will not accrue prior to May 1, 2003.
   Commencing on November 1, 2003, cash interest will be payable
   semiannually.  Each Note was offered  at an original issue
   discount (Initial Purchasers  Discount).  Although cash
   interest will not be paid prior to May 1, 2003, the original
   issue discount will accrue from the issue date to May  1,
   2003.

   The  Notes are not redeemable prior to May 1, 2003, except  as
   set  forth below.  The Notes will be redeemable at the  option
   of  the Company, in whole or in part, at any time on or  after
   May  1, 2003 and prior to maturity at the following redemption
   prices  (expressed as percentages of principal  amount),  plus
   accrued  interest, if any, up to but excluding the  redemption
   date, if redeemed during the 12-month period beginning on  May
   1 of the years indicated:

                 YEAR                  PERCENTAGE

                 2003                    105.50%
                 2004                    103.67
                 2005                    101.84
                 2006 and thereafter     100.00

   In addition, on or prior to May 1, 2001, the Company may
   redeem up to 35% of the principal amount at maturity of Notes
   issued under the Indenture at a redemption price equal to
   111% of the accreted value at the redemption date with the
   net proceeds of one or more equity offerings of qualified
   stock of (a) the Company, (b) Holdings, or (c) a special
   purpose corporation formed to own qualified stock of the
   Company or Holdings, provided that at least 65% of the
   aggregate principal amount at maturity of Notes issued under
   the Indenture would remain outstanding immediately after
   giving effect to such redemption.

                                 F-17

   Upon  a  change  in  control, each holder  of  the  Notes  may
   require  the  Company  to repurchase such  Holders  Notes,  in
   whole  or  in part, at a purchase price equal to 101%  of  the
   accreted  value thereof or the principal amount  at  maturity,
   as   applicable  plus  accrued  and  unpaid  interest  to  the
   purchase date.

   The  debt  principal begins to mature in  2003  and  is  fully
   repaid in 2008.

   (11) INCOME TAXES

   Income tax expense (benefit) consists of the following:

     Year ended December 31, 1998: Current    Deferred    Total

             Federal                $-        $(7,054)  $(7,054)
             State                  $-          $(482)  $  (482)
                                    --        --------  --------
                                    $-        $(7,536)  $(7,536)
                                    ==        ========  ========

The  income  tax  expense (benefit) differs from  those  computed
using  the  statutory U.S. Federal income tax rate as  set  forth
below.

                                              1997    1998

    U.S. Federal statutory rate              35.00%   35.00%
    State income taxes, net of
       federal benefit                          -      0.80%
    Change in valuation allowance           (35.00%) (16.56%)
    Other, net                                  -     (0.53%)
                                            -------  -------
             Effective Tax Rate               0.00%   18.71%
                                            =======  =======

  The tax effects of significant temporary differences that give
  rise to significant portions of the deferred tax assets and
  deferred tax liabilities are as follows.

                                              1997    1998
    Deferred tax assets
    Non-deductible accrued liabilities       $  491  $ 1,049
    Capitalized start up costs                1,093    2,736
    Net operating loss carryforward               -   16,022
                                             ------  -------

                                              1,584   19,807
    Valuation allowance                      (1,584)  (8,506)
                                             ------   ------

             Net deferred tax assets              -   11,301
                                             ------  -------

    Deferred tax liabilities
    Intangible assets                             -   21,438
    Capitalized interest                          -    1,150
    Others                                        -      376
                                             ------  -------

             Deferred tax liabilities             -   22,964
                                             ------  -------

    Net deferred tax liabilities             $    -  $11,663
                                             ======  =======

                            F-18

   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. Because the Company does not have an operating
   history, management has only considered the scheduled reversal
   of deferred tax liabilities and tax planning strategies in
   making this assessment. Based upon the assessment, management
   believes it is more likely than not the Company will realize
   the benefits of the deferred tax assets, net of the existing
   valuation allowance at December 31, 1998. The Company recorded
   a Deferred tax liability of $17,771 in connection with the
   contribution of licenses pursuant to the AT&T Transaction (note 3).

   (12) FAIR VALUE OF FINANCIAL INSTRUMENTS

   Fair value estimates, assumptions, and methods used to
   estimate the fair value of the Companys financial instruments
   are made in accordance with the requirements of Statement of
   Financial Accounting Standards No. 107, Disclosures about
   Fair Value of Financial Instruments. The Company has used
   available market information to derive its estimates.
   However, because these estimates are made as of a specific
   point in time, they are not necessarily indicative of amounts
   the Company could realize currently. The use of different
   assumptions or estimating methods may have a material effect
   on the estimated fair value amounts.

                                                  December 31,
                                          1997                       1998
                                                     ($000s)
                                   Carrying  Estimated     Carrying  Estimated
                                    Amount  Fair Value      Amount  Fair Value

   Cash and cash equivalents        $11,362  $11,362     $146,172  $146,172
   Marketable securities                  -        -       23,612    23,612
   Accounts and notes Receivable          -        -        3,102     3,102
   Accounts payable                   1,581    1,581       25,256    25,256
   Accrued expenses                   1,016    1,016        7,365     7,365
   Capital leases                         -        -        2,322     2,322
   Interest rate risk
      management agreements               -        -            -       623
   Long-term debt
      Subodinated debt                    -        -      313,648   239,355
      Bank term loan                      -        -      150,000   150,000


   CASH AND CASH EQUIVALENTS, ACCOUNTS RECEIVABLE, ACCOUNTS
   PAYABLE AND ACCRUED EXPENSES - The carrying amounts of these items are a
   reasonable estimate of their fair value due to the short-term
   nature of the instruments.

   MARKETABLE SECURITIES - The fair value of these securities
   are estimated based on quoted market prices. At December 31,
   1998, marketable securities consist of the following:


                                                                   Unrealized
                                                Cost   Fair Value  Gain (Loss)
                                              ($000s)   ($000s)       (000s)
   Available for sale securities:
   Debt securities due in one year or less    $23,612   $23,612      $  -

   LONG-TERM DEBT - Long-term debt is comprised of subordinated
   debt, bank term loan, and capital leases.  The fair value of
   subordinated debt is stated at quoted market value.  The
   carrying amount of the bank term loan is a reasonable
   estimate of its fair value.  Capital leases are recorded at
   their net present value, which approximates fair value.

   INTEREST RATE RISK MANAGEMENT AGREEMENTS - The Company enters
   into interest rate protection agreements to lock in interest
   rates on the variable portion of its debt. The Company does
   not use these agreements for trading or other
   speculative purposes, nor is it a party to any leveraged
   derivative instrument.  Although these agreements are subject
   to fluctuations in value, they are generally offset by
   fluctuations in the value of the underlying instrument or
   anticipated transaction.

                              F-19

   In  an interest rate swap, the Company agrees to exchange,  at
   specified   intervals,  the  difference  between  a   variable
   interest  rate (based on 3 month Libor) and either a fixed  or
   another variable interest rate calculated by reference  to  an
   agreed-upon  notional  principal amount.  The  resulting  rate
   differential  is  reflected  as  an  adjustment  to   interest
   expense  over  the  life  of the swap.  The  Company  did  not
   exercise  this  swap during 1998; at December  31,  1998,  the
   Company would receive $23,000 to settle these agreements.

   The  following table summarizes the Companys off-balance sheet
   interest rate swap agreements at December 31, 1998:

                               Notional  Fair            Pay Rate    Receive
                                Amount  Value  Maturity  (Fixed) Rate (Variable)
                               ($000s) ($000s)           ($000s)   ($000s)

Pay fixed rate,
  receive floating rate       $35,000   $254     12/03    4.805%     5.156%
Pay fixed rate,
  receive floating rate.      $40,000   $369     12/03    4.760%     5.156%

Payments under each agreement are quarterly, commencing March 1999 and
ending December 2003.

(13)  RELATED-PARTY TRANSACTIONS

   The Company is associated with Triton Cellular Partners L.P.
   (Triton Cellular) by virtue of certain management overlap and
   the sharing of leased facilities.  As part of this
   association certain costs are incurred on behalf of Triton
   Cellular and subsequently reimbursed to the Company.  Such
   costs totaled $482,000 during 1998.  In addition, under
   agreement between the Company and Triton Cellular,
   allocations for management services rendered are charged to
   Triton Cellular.  Such allocations totaled $469,000 during
   1998. The outstanding balance at December 31, 1998 was
   $951,000. The Company expects settlement of these outstanding
   charges during 1999.

(14)  COMMITMENTS & CONTINGENCIES

   Leases

   The  Company has entered into various leases for its  offices,
   land  for  cell sites, cell sites, and furniture and equipment
   under capital and operating leases expiring through 2010.  The
   Company    has   various   capital   lease   commitments    of
   approximately  $2.4 million as of December  31,  1998.  As  of
   December  31,  1998, the future minimum rental payments  under
   these lease agreements having an initial or remaining term  in
   excess of one year were as follows:

                                              Operating Capital
                                                     ($000)
    1999                                        6,484     474
    2000                                        6,305     614
    2001                                        5,962     600
    2002                                        5,849     578
    2003                                        4,397     434
    Thereafter                                  1,724       -
                                               ------   -----
    Total                                      30,721   2,700
    Interest expense                                      378
                                                       ------
    Net present value of future payments                2,322
    Current portion of capital lease obligation           281
                                                       ------
                                                        2,041
                                                       ======
                                F-20

Rent expense under operating leases was $3.0 million for the year
ended December 31, 1998 and $59,000 for the period from March 6,
1997 to December 31, 1997, respectively.

   Employment Agreements

   In 1998, the Company entered into five-year employment
   agreements with three of its officers. The employment
   agreements provide for minimum aggregate annual compensation
   of $795,000 for the years 1999 through 2001, as well as
   annual bonuses based upon performance.  The employment
   agreements also provide that in the event that the officers
   are terminated, certain liabilities will be incurred by the
   Company.  Also, upon death or disability of the officers, the
   Company will be required to make certain payments.

(15)   CAPITAL CONTRIBUTIONS

   On February 4, 1998, pursuant to the Securities Purchase
   Agreement, Holdings issued $140.0 million of equity to
   certain institutional investors and management stockholders.
   The Securities Purchase Agreement requires the institutional
   investors and management stockholders to fund their
   unconditional and irrevocable obligations in installments in
   accordance with the following schedule:

   DATE DUE                                                        AMOUNT
                                                                ($MILLIONS)
   Initial closing (funded on February 4, 1998)                      $45.0
   First anniversary of initial closing (funded February 4, 1999)     35.0
   Second anniversary of initial closing                              35.0
   Third anniversary of initial closing                               25.0
                                                                    ------
                                                                    $140.0
                                                                    ======


   Pursuant to the Securities Purchase Agreement, the initial
   cash contribution and the unfunded commitments are required
   to be made to Holdings.  Pursuant to the Closing Agreement,
   Holdings has directed that all cash contributions subsequent
   to the initial cash contribution be made directly to the
   Company.

   As  of  December 31, 1998, Holdings received $49.3 million  of
   additional  equity  contributions,  of  which  $35.0   million
   related  to  the acquisition of the Myrtle Beach  System  (see
   note  4), and $14.3 million related to the Norfolk Acquisition
   (see  note  4).  These funds were concurrently contributed  to
   the   Company.    As  of  December  31,  1998,  Holdings   had
   outstanding equity commitments of $2.2 million related to  the
   Norfolk Acquisition, which were received in January 1999.

   Common Stock

   On  October  2,  1997, the Company issued 100  shares  of  its
   common  stock to Holdings.  No additional shares  were  issued
   during 1998.

   L.L.C. Members Capital

   Members  capital  contributions are  recorded  when  received.
   Total committed capital at December 31, 1998 was $1.00.   Cash
   available  for  distribution will be  made  in  proportion  to
   their  capital accounts. Allocation of income, gains,  losses,
   and   deductions  will  be  in  proportion  to  their  capital
   accounts.

                               F-21

(16)   401(K) SAVINGS PLAN

   The Company sponsors a 401(k) Savings Plan which permits
   employees to make contributions to the Savings plan on a pre-
   tax salary reduction basis in accordance with the Internal
   Revenue Code. Substantially all full-time employees are
   eligible to participate in the next quarterly open enrollment
   after 90 days of service. The Company matches a portion of
   the voluntary employee contributions. The cost of the Savings
   Plan charged to expense was $65,000 and in 1998.

(17)   SUPPLEMENTAL CASH FLOW INFORMATION

                                                           1997    1998
                                                           ----    ----
                                                              ($000s)
    Cash paid during the year for interest, net of
       amounts capitalized                                 $-    $8,150
    Cash paid during the year for income taxes              -         -

    Noncash Investing and Financing Activities
     Equipment acquired under capital lease obligations     -     2,529
     Interest capitalized                                   -     3,538
     Capital contribution from parent in connection
        with conversion of short term debt to equity        -    13,362
     Capital contribution from parent related to Norfolk
        Acquisition                                         -    14,555
     Capital contribution from parent related to AT&T
        transaction net of deferred taxes                   -   100,947
     Capital expenditures included in accounts payable      -    21,027

(18) FINANCIAL STATEMENT ADJUSTMENT

   The Companys combined financial statements as of and for the year
   ended December 31, 1998 as originally presented have been adjusted
   to reflect deferred compensation related to the issuance of 75,077
   shares of common stock of Holdings to employees.  In February 1998
   Holdings granted 16,876 shares of restricted stock to certain employees.
   Deferred compensation for the stock granted to employees of $307,000,
   net of $30,671 for forfeited shares was recorded in 1998 in connection
   with the adjustment based on the estimated fair value at the time of
   issuance.  In June 1998 and December 1998 additional shares of 32,261
   and 25,940, respectively, were issued to certain employees as anti-
   dilutive protection related to capital contributions received by
   Holdings for the Myrtle Beach and Norfolk transactions.  Deferred
   compensation of $2,849,000 and $ 2,334,000, respectively, was recorded
   for stock granted to employees, net of forfeitures in connection with
   the adjustment.  Deferred compensation will amortize into income as
   it vests over five years, and $ 1,120,000 was amortized into income for
   the period ended December 31, 1998.  The following is a reconcilation
   of the adjusted amounts:

                                    As Originally
                                      Presented    Adjustment    As Adjusted
                                                    ($000s)

Balance Sheet at December 31, 1998:
    Additional paid in capital      $211,560         $5,490        $217,050
    Accumulated deficit               35,581          1,120          36,701
    Deferred compensation                  -          4,370           4,370

1998 Statement of Operation:
    Non-cash compensation                  -         $1,120          $1,120
    Net loss                         $31,620          1,120          32,740

                                      F-22

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

    NONE

Part III

EXECUTIVE OFFICERS AND DIRECTORS

The  table  below  sets forth certain information  regarding  the
directors  of  Holdings  and  the executive  officers  of  Triton
License   Company  and  certain  executive  officers  of  Tritons
subsidiaries. Triton is a wholly-owned subsidiary of Holdings.

NAME                 AGE                      POSITION
Michael Kalogris      50         Chairman of the Board of Directors and
                                    Chief Executive Officer
Steven Skinner        57         President, Chief Operating Officer and
                                    Director
Clyde  Smith          60         Executive Vice President and Chief
                                    Technical Officer
David  Clark          34         Senior  Vice  President,  Chief  Financial
                                    Officer and Secretary
Steven McNulty        46         President and General Manager of the Mid-
                                    Atlantic Region
Michael  Mears        44         President and General Manager of the
                                    South Carolina Region
Scott Anderson        40         Director
John Beletic          47         Director
Arnold Chavkin        48         Director
Mary Hawkins Key      48         Director
John Watkins          36         Director

MICHAEL KALOGRIS has been Chairman and Chief Executive Officer of
the  Company  since  its inception. Mr. Kalogris  was  previously
President and Chief Executive Officer of Horizon Cellular Group
which he joined October 1, 1991. Under Mr. Kalogris leadership,
Horizon became the fifth largest independent non-wireline company
in the United States, specializing in suburban markets and small
cities encompassing approximately 3.2 million Pops, and was  sold
for approximately $575.0 million. Prior to joining Horizon, Mr.
Kalogris  served  as  President and Chief  Executive  Officer of
Metrophone of Philadelphia, a non-wireline carrier in Philadelphia.
Metrophone was acquired by Comcast Corporation for over  $1.1 billion.
Prior to joining Metrophone, Mr. Kalogris worked at IBM. Mr. Kalogris
is a member of the Board of Directors of General Magic, Inc.

STEVEN SKINNER has served as President, Chief Operating Officer
and a Director of the Company since its inception. Mr. Skinner
previously served as the Vice President of Operations and Chief
Operating Officer of Horizon beginning in May of 1993. From March
1992 to May 1993, Mr. Skinner served as Vice President of
Acquisitions for Horizon. From January 1991 to March 1992 he
served as a consultant in the area of cellular acquisitions to
Norwest Venture Capital Management, Inc. and others. From August
1987 to January 1991 he served as President and General Manager
of Houston Cellular Telephone Company. Prior to 1987 he served as
a General Manager of Cybertel, Inc., a non-wireline carrier
serving St. Louis. Mr. Skinner has also been active in the
National CellularOne Group, most recently acting as Chairman of
the Advisory Committee.

CLYDE  SMITH has served as the Executive Vice President and Chief
Technical  Officer of the Company since January 1998.  Mr.  Smith
previously  served as Vice President and Chief Technical  officer
of  ALLTEL Communications Inc. from January 1993 to January 1998,
where  he  oversaw the expansion and migration  of  its  wireless
network to include digital and wireless data technologies.  Prior
to  joining  ALLTEL,  Mr. Smith served as  Director  of  Wireless
Technologies  for  Bell  Atlantic Mobile Systems,  where  he  was
responsible for the evaluation of new technologies. Mr. Smith  is
active  in industry organizations, having served as the  Chairman
of  the  Cellular  Telecommunications Industry Association  Chief
Technical  Officers  Forum.  In addition,  Mr.  Smith  served  as
Secretary/Treasurer of the CDMA Development Group.

DAVID  CLARK has served as Senior Vice President, Chief Financial
Officer  and Secretary of the Company since its inception.  Prior
to  joining  Triton, he was a Managing Director  at  Furman  Selz
L.L.C. specializing in communications finance, which he joined in
March  1996.  Prior thereto, Mr. Clark spent over  ten  years  at
Citibank  N.A. and Citicorp Securities Inc. as a lending  officer
and a high yield finance specialist.

STEVEN MCNULTY has served as President and General Manager of the
Companys  Mid Atlantic region since July 1998. Prior  to  joining
Triton,  he  was  Vice President Central / West  Operations  with
United   States  Cellular  in  Chicago,  Illinois.  Mr.   McNulty
previously  served  as  Vice President of  Marketing  for  ALLTEL
Communications from January 1994 to June 1998.

                               F-23

MICHAEL MEARS has served as President and General Manager of  the
Companys  South  Carolina region since its inception.  Mr.  Mears
previously  served as the Vice President and General  Manager  of
American Telecommunications Inc. from June 1995 until April 1997.
Prior to that Mr. Mears was the Regional and Area General Manager
of  GTE Corp., serving in that capacity from 1992 October 1991 to
June  1995.  From 1986 to 1992 Mr. Mears served as  Regional  and
Area General Manager for Providence Journal Co.

SCOTT  ANDERSON has served as a member of the Board of  Directors
of  Holdings since February 1998. He is currently a member of the
Board   of   Directors   of  PriCellular  Corporation,   Wireless
Facilities, Inc., and Tegic Corp. and a principal of Cedar  Grove
Partners,  LLC. Mr. Anderson was previously Senior Vice President
for  Acquisitions and Development at AT&T Wireless Services, Inc.
(formerly  McCaw Cellular Communications, Inc.), which he  joined
in 1986, and a director of Horizon.

JOHN BELETIC has served as a member of the Board of Directors  of
Holdings  since  February 1998. Mr. Beletic currently  serves  as
Chairman  and Chief Executive Officer of Pagemart Wireless  Inc.,
which  he  joined in March 1992. He currently also  serves  as  a
director  of Pulsepoint Communications, Inc., PCIA and  President
of the Paging Leadership Association.

ARNOLD  CHAVKIN has served as a member of the Board of  Directors
of  Holdings since February 1998. Mr. Chavkin is also a member of
the  advisory  board  of Triton Cellular  Partners,  L.P.  and  a
director of American Radio Systems Corp., American Tower Systems,
Bell Sports Corporation, Patina Oil & Gas Corporation, R&B Falcon
Corporation, Wireless One, Inc. and U.S. Silica Company. He  also
serves  on  the Advisory Investment Boards of Richina Group,  the
Indian  Private  Equity Fund and the Southeast  Asian  Investment
Fund.  Mr.  Chavkin has been a General Partner of  Chase  Capital
Partners  since  January  1992. Prior to  joining  Chase  Capital
Partners,  he  was  a member of Chemical Banks  merchant  banking
group   and   a   generalist  in  its  corporate  finance   group
specializing  in mergers and acquisitions and private  placements
for the energy industry.

     MARY  HAWKINS  KEY has served as a member of  the  Board  of
Directors of Holdings since January 1999.  Ms. Hawkins Key is the
Senior Vice President of Partnership Operations for AT&T Wireless
Services.   Partnership operations include   AT&Ts  proportionate
interests  in active 850 MHz cellular markets (such as  Bay  Area
Cellular  Telephone), strategic alliances such as Rogers  Cantel,
and  AT&Ts  equity participation in affiliated new PCS businesses
which  are members of the AT&T Wireless Network. Ms. Hawkins  Key
leads   the  multi-disciplinary  team  which  provides  guidance,
consulting and assistance to partnership operations in  virtually
every  area of the business. Ms. Hawkins Key joined AT&T Wireless
Messaging  Division  in  1995,  and  subsequently  became   Chief
Operating Officer for the 1100 employee division. While  in  this
role,  Ms.  Hawkins  Key served as business leader  of  the  team
responsible for spinning off the Messaging business unit.

     JOHN  WATKINS  has  served  as a  member  of  the  Board  of
Directors of Holdings since February 1998. Mr. Watkins serves  as
a member of the advisory board of

                               F-24

FrontierVision  Partners L.P. and Triton Cellular  Partners  L.P.
Mr.  Watkins is also a Managing Director and an officer  of  J.P.
Morgan  Capital  Corporation.  Previously,  Mr.  Watkins  was   a
director  of  Horizon, Prism Radio Partners, L.P.  and  Inference
Corp.

                     EXECUTIVE COMPENSATION

     The   following   table   sets  forth  certain   information
concerning  the compensation paid by the Company  for  the  years
ended  December 31, 1997 and 1998 to the Chief Executive  Officer
of the Company and to each of the Companys other four most highly
compensated executive officers (the Named Executive Officers).

                   SUMMARY COMPENSATION TABLE

                          ANNUAL COMPENSATION LONG       TERM COMPENSATION
                          ------------------------       -----------------

                                                       RESTRICTED
                                                         STOCK      ALL OTHER
NAME     PRINCIPAL POSITION     YEAR   SALARY   BONUS    AWARD   COMPENSATION(1)
-------  ------------------     ----   ------ -------- --------- ---------------
Michael  Chairman of the Board  1998  $350,000  $350,000                  -
 Kalogris  of Directors and     1997   228,619   350,000                  -
           Chief Executive Officer

Steven   President and Chief    1998   225,000   225,000                  -
 Skinner   Operating Officer    1997   148,712   225,000              1,996

David    Senior Vice President, 1998  190,000    190,000                  -
 Clark     Chief Financial      1997  122,243    165,000             83,188
           Officer and Secretary

Clyde    Executive Vice         1998  205,051   220,000                   -
 Smith     Vice President and   1997        -         -              25,842
           Chief Technical Officer

David    Senior Vice President  1998  156,962    82,500                   -
 Standig   of Marketing         1997        -         -                   -


(1)   All  Other  Compensation includes  relocation  and  related
expenses. (2)  Mr. Standig resigned from the Company on March  1,
1999 (effective March 26, 1999).

EMPLOYMENT AGREEMENTS

     On February 4, 1998, Triton Management Co. (Management Co.),
a  wholly-owned subsidiary of Triton, entered into an  employment
agreement  with  Michael  Kalogris,  Chairman  of  the  Board  of
Directors  and  Chief  Executive  Officer  of  the  Company.  The
Kalogris  employment agreement has a term of  five  years  unless
terminated  earlier  by  either Mr.  Kalogris  or  Holdings.  Mr.
Kalogris  may terminate his employment agreement (i) at any  time
at his sole discretion upon 30 days prior written notice and (ii)
immediately,  upon written notice, if (A) there is  a  Change  of
Control (as defined in the Kalogris employment agreement) or  (B)
Mr. Kalogris is demoted, removed or not re-elected as Chairman of
the  Board  of Directors of Holdings (as used in this  paragraph,
Good  Reason); provided, that following the IPO Date (as  defined
herein), so long as Mr. Kalogris remains a member of the Board of
Directors  and  Chief Executive Officer of Holdings,  it  is  not
considered  Good Reason if Mr. Kalogris is no longer Chairman  of
the  Board  of  Directors. Holdings may  terminate  the  Kalogris
employment agreement (i) at any time, upon written notice, at the
sole  discretion of Holdings (as used in this paragraph,  Without
Cause)  and  (ii)  for cause or the death or  disability  of  Mr.
Kalogris. Mr. Kalogris is entitled to receive from Holdings  upon
termination of the Kalogris employment agreement by Mr.  Kalogris
for  Good  Reason  or  by Holdings Without  Cause  the  following
severance  benefits: (A) $1.0 million, (B) up  to  an  additional
$500,000  if  Mr.  Kalogris is unable to secure employment  in  a
senior  executive capacity by the second anniversary date of  the
termination of the agreement, (C) if the termination occurs prior
to  February 4, 2001, 50% of all shares of common stock that  are
unvested  under  such employment agreement as of such  date  will
vest and, if the termination occurs between February 4, 2001  and
February  3,  2002, 25% will vest and, if the termination  occurs
after such period, none will vest and (D) Holdings will allow Mr.
Kalogris  to  participate in all health, dental,  disability  and
other  benefit plans maintained by Holdings for a period  of  two
years following the date of termination of the agreement. In  the
event  Mr.  Kalogris employment is terminated  on  or  after  the
initial  five year term of the Kalogris employment agreement,  or
due   to  Holdings  failure  to  renew  the  Kalogris  employment
agreement, Holdings will pay Mr. Kalogris a severance benefit  in
the  amount  of  his  base  salary at  such  time.  The  Kalogris
employment  agreement provides for an initial annual base  salary
of $350,000, subject to annual increases at the discretion of the
Compensation Committee of the Board of Directors, and  an  annual
bonus  in  an amount up to 100% of his base salary based  on  the
Companys  performance. Mr. Kalogris is also entitled  to  acquire
shares  of Holdings Series C preferred stock pursuant to a  stock
purchase   plan  to  be  created  by  Holdings  as  promptly   as
practicable  pursuant  to  the terms of the  Kalogris  employment
agreement and is required to invest toward the purchase  of  such
shares  30%  of any amounts he receives on account of  an  annual
bonus in excess of 50% of his base salary.

                              F-25

     On   February  4,  1998,  Management  Co.  entered  into  an
employment  agreement with Steven Skinner,  President  and  Chief
Operating   Officer  of  the  Company.  The  Skinner   employment
agreement  has a term of five years unless terminated earlier  by
either  Mr.  Skinner or Holdings. Mr. Skinner may  terminate  his
employment agreement (i) at any time at his sole discretion  upon
30  days  prior written notice and (ii) immediately, upon written
notice,  if (A) there is a Change of Control (as defined  in  the
Skinner  employment  agreement) or (B) Mr.  Skinner  is  demoted,
removed or, prior to the IPO Date, not re-elected to the Board of
Directors  of Holdings (as used in this paragraph, Good  Reason).
Holdings  may terminate the Skinner employment agreement  (i)  at
any time, upon written notice, at the sole discretion of Holdings
(as used in this paragraph, Without Cause) and (ii) for cause  or
the  death or disability of Mr. Skinner. Mr. Skinner is  entitled
to certain benefits from Holdings upon termination of the Skinner
employment  agreement  by  Mr. Skinner  for  Good  Reason  or  by
Holdings  Without Cause. Mr. Skinner is entitled to receive  from
Holdings upon termination of the Skinner employment agreement  by
Mr.  Skinner  for  Good Reason or by Holdings Without  Cause  the
following  severance  benefits:  (A)  $675,000,  (B)  up  to   an
additional $337,500 if Mr. Skinner is unable to secure employment
in  a senior executive capacity by the second anniversary date of
the  termination of the agreement, (C) if the termination  occurs
prior to February 4, 2001, 50% of all shares of Common Stock that
are unvested under such employment agreement as of such date will
vest and, if the termination occurs between February 4, 2001  and
February  3,  2002, 25% will vest and, if the termination  occurs
after such period, none will vest and (D) Holdings will allow Mr.
Skinner  to  participate  in all health, dental,  disability  and
other  benefit plans maintained by Holdings for a period  of  two
years following the date of termination of the agreement. In  the
event  Mr.  Skinners employment is terminated  on  or  after  the
initial  five  year term of the Skinner employment agreement,  or
due   to   Holdings  failure  to  renew  the  Skinner  Employment
agreement,  Holdings will pay Mr. Skinner a severance benefit  in
the  amount  of  his  base  salary  at  such  time.  The  Skinner
employment  agreement provides for an initial annual base  salary
of $225,000, subject to annual increases at the discretion of the
Compensation Committee of the Board of Directors, and  an  annual
bonus  in  an amount up to 100% of his base salary based  on  the
Companys  performance. Mr. Skinner is also  entitled  to  acquire
shares  of Holdings Series C preferred stock pursuant to a  stock
purchase  plan and is required to invest toward the  purchase  of
such  shares  30%  of any amounts he receives on  account  of  an
annual bonus in excess of 50% of his base salary.

     On   January  8,  1998,  Management  Co.  entered  into   an
employment  agreement with Clyde Smith, Executive Vice  President
and  Chief Technical Officer of the Company. The Smith employment
agreement  has a term of five years unless terminated earlier  by
either  Mr.  Smith or Management Co. Mr. Smith may terminate  his
employment agreement (i) at any time at his sole discretion  upon
60  days  prior  written notice and (ii)  upon  60  days  written
notice,  in the event that the employment by the Company of  each
of  Michael Kalogris and Steve Skinner has been terminated during
the  five  year period (as used in this paragraph, Good  Reason).
Management  Co. may terminate the Smith employment agreement  (i)
at  any time, upon 60 days written notice, at the sole discretion
of  Management Co. (as used in this paragraph, Without Cause) and
(ii) for cause (as defined in the Smith employment agreement)  or
at  the death, or due to a specified period of disability, of Mr.
Smith (as described in the Smith employment agreement). Mr. Smith
is   entitled  to  certain  benefits  from  Management  Co.  upon
termination  of  the  Smith employment  agreement  prior  to  the
termination  of  five years by Mr. Smith for Good  Reason  or  by
Management  Co. Without Cause. Mr. Smith is entitled to  received
from  Management  Co.  upon termination of the  Smith  employment
agreement prior to the termination of five years by Mr. Smith for
Good  Reason  or  by Management Co. Without Cause  the  following
severance  benefits: (A) an amount equal to 150%  of  Mr.  Smiths
then  annual base salary and (B) vesting of certain of Mr. Smiths
unvested shares as follows: (1) the percentage of unvested shares
that  would  have vested in the year following the  year  of  his
termination  and (2) a pro rata amount (based on  the  number  of
days  worked that year) of the shares that would have  vested  in
the   year  of  Mr.  Smiths  termination.  The  Smith  employment
agreement provides for an initial annual base salary of $220,000,
subject to annual increases at the discretion of the Compensation
Committee  of the Board of Directors, and an annual bonus  in  an
amount  up  to  100%  of his base salary based  on  the  Companys
performance.  After  the first calendar year  of  the  Employment
Period,  the  Company has agreed to pay Mr.  Smith  a  guaranteed
bonus  of  100%  of his base salary. Mr. Smith has also  received
3,762.01 shares of common stock, such shares to vest according to
the schedule set forth in a letter agreement dated as of February
4, 1998, as amended, between Management Company and Mr. Smith.

Item 12.  SECURITY OWNERSHIP


     The  following  table sets forth, as of December  31,  1998,
certain  information with respect to the beneficial  holdings  of
each  director,  each  of the Named Executive  Officers  and  all
executive officers and directors as a group, of Holdings, as well
as  the holding of each stockholder of Holdings who was known  to
the  Company to be the beneficial owner, as defined in Rule 13d-3
under  the Exchange Act, of more than 5% of the common stock  and
the  Series C preferred stock, based upon Company records. Shares
of  Series  C  preferred stock are convertible  immediately  into
shares  of  common stock on a one-for-one basis, and accordingly,
holders  of Series C preferred stock are deemed to own  the  same
number  of shares of common stock. On all matters to be submitted
to  the  stockholders of Holdings, the holders of  the  Series  C
preferred  stock have the right to vote on an as-converted  basis
as a single class with the holders of the common stock.

                                 F-26


<TABLE>
<CAPTION>
                             COMMON STOCK       PREFERRED STOCK        TOTAL
   NAME (1)              NUMBER   PERCENTAGE   NUMBER  PERCENTAGE  NUMBER   PERCENTAGE
<S>                  <C>             <C>        <C>        <C>    <C>             <C>
Michael Kalogris     165,515.56(9)   61.7%      5,000        a%   170,515.56      6.4%
Steven Skinner        80,537.70(10)  30.0       2,500        a     83,037.70      3.1
Clyde Smith.          4,295.34(11)    1.6          --        --     4,295.34        a
David Clark.          8,053.77(12)    3.0          --        --     8,053.77        a
David Standig.        4,026.89(13)    1.5          --        --     4,026.89        a
Scott Anderson          967.20          a          --        --       967.20        a
John Beletic            967.20          a          --        --       967.20        a
Arnold Chavkin(2).          --         --          --        --           --       --
William Hague.              --         --          --        --           --       --
John Watkins(3).            --         --          --        --           --       --
CB Capital
  Investors, L.P.(4).       --         --  533,510.62      22.1   533,510.62     19.9
J.P. Morgan Investment
  Corporation(5).           --         --  469,113.00(15)  19.4   469,113.00(15) 17.5
Desai Capital Management
  Incorporated(6)           --         --  517,510.62(16)  21.4   517,510.62(16) 19.3
Toronto Dominion Capital
  (USA), Inc.(7)            --         --  129,378.18       5.4   129,378.18      4.8
First Union Capital
   Partners, Inc            --         --  177,385.94       7.3   177,385.94      6.6
DAG - Triton PCS, L.P.      --         --   80,788.15       3.3    80,788.15      3.0
AT&T Wireless PCS, Inc.(8)  --         --  500,944.49(17)  17.3   500,944.49(17) 18.7
All directors and executive
   officers         268,459.01(14)  100.0    7,500.00         a   275,959.01     10.3

</TABLE>
a    Represents less than 1%.
(1)  Unless otherwise indicated, the address of each person listed in
     this table is c/o Triton PCS, Inc., 375 Technology Drive, Malvern
     PA 19355.
(2)  CB Capital Investment Inc. is the sole general partner of CB
     Capital Investors, L.P. Mr. Chavkin is a vice president of CB
     Capital Investments Inc. Mr. Chavkin disclaims beneficial
     ownership of any such shares.
(3)  Mr. Watkins is a managing director and an officer of J.P.
     Morgan Investment Corporation. Mr. Watkins disclaims beneficial
     ownership of any such shares.
(4)  The address of this person is 380 Madison Avenue, New York,
     NY 10017.
(5)  The address of this person is 101 California Street, San
     Francisco, CA 94111.
(6)  The address of this person is 540 Madison Avenue, New York,
     NY 10022.
(7)  The address of this person is 31 West 52nd Street, New York,
     NY 10019.
(8)  The address of this person is 5000 Carillon Point, Kirkland,
     WA 98033.
(9)  Includes 58,131.96 shares held by Mr. Kalogris as trustee
     under the Amended and Restated Common Stock Trust Agreement for
     Management Employees and Independent Directors, dated June 26,
     1998 (the Common Stock Trust Agreement), pursuant to which the
     Company will distribute Common Stock to management employees and
     independent directors. 96,645.24 of the 107,383.60 shares of
     common stock directly held by Mr. Kalogris are subject to
     forfeiture in accordance with the Kalogris employment agreement.
(10) 63,483.93 of the 80,537.70 shares of common stock are
     subject to forfeiture in accordance with the Skinner employment
     agreement.
(11) All 3,762.01 shares of common stock are subject to
     forfeiture in accordance with the Smith employment agreement.
(12) All 8,053.77 shares of common stock are subject to
     forfeiture in accordance with the letter agreement, dated as of
     February 4, 1998, between the Company and Mr. Clark.
(13) All 4,026.89 shares of common stock are subject to
     forfeiture in accordance with the letter agreement, dated as of
     February 4, 1998, between the Company and Mr. Standig. Mr.
     Standig resigned from the Company on March 1, 1999 (effective as
     of March 26, 1999). In connection with the termination of his
     employment, as of March 29, 1999, Mr. Standigs share ownership in
     Holdings was reduced to 805.36 fully vested shares. The remaining
     shares were sold back to the Company and will be eligible for
     distribution to management members and independent directors of
     Holdings pursuant to the Common Stock Trust Agreement.
(14) See footnotes (9)-(13). Also includes 2,684.59 shares of
     common stock held by a certain management employee, all of which
     are subject to forfeiture in accordance with the terms of a
     letter agreement with such employee, and 1,410.76 shares of
     Common Stock held by a certain former management employee, all of
     which are subject to forfeiture in accordance with the terms of a
     separation agreement with such former employee.
(15) Includes 23,907 shares of Series C Preferred Stock held by
     Sixty Wall Street SBIC Fund, L.P., an affiliate of J.P. Morgan
     Investment Corporation.
(16) Consists of 258,755.31 shares of Series C Preferred Stock
     held by Private Equity Investors III, L.P., and 258,755.31 shares
     of Series C preferred stock held by Equity Linked Investors II,
     each an affiliate of Desai Capital Management Incorporated.
(17) Consists of 500,944.49 shares of Series D Preferred Stock.
     Shares of Series D Preferred Stock are convertible into an
     equivalent number of shares of Series C Preferred Stock at any
     time. AT&T Wireless PCS, Inc. also owns 732,371 shares of Series
     A Preferred Stock.

                                 F-27

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The closing under the securities purchase agreement occurred
on  February 4, 1998. Certain terms under the securities purchase
agreement and the AT&T agreements were modified pursuant  to  the
closing agreement, dated as of February 4, 1998, by and among the
parties  to  the  securities purchase agreement.  The  securities
purchase  agreement and the AT&T agreements are summarized  below
as  modified by the closing agreement. The following  summary  of
the  material provisions of the securities purchase agreement and
the  AT&T  agreements  does not purport to  be  complete  and  is
qualified in its entirety by reference to such agreements.

THE SECURITIES PURCHASE AGREEMENT

     Pursuant to the securities purchase agreement, dated  as  of
October  8,  1997,  by  and  among  AT&T  PCS,  the  Cash  Equity
Investors,  Michael  Kalogris,  Steven  Skinner  (Steven  Skinner
together with Michael Kalogris, the Management Stockholders)  and
Holdings, AT&T transferred to Triton certain PCS licenses,  which
cover  20 MHz of authorized frequencies, and entered into certain
other  agreements,  in exchange for 732,371 shares  of  Series  A
preferred  stock and 366,131 shares of Series D preferred  stock,
such  shares  having  an aggregate value of  approximately  $79.0
million and $39.5 million, respectively.

AT&T has retained 10 MHz of spectrum within the Licensed Areas
for use as a non- mobility wireless provider.

     Chase  Capital Partners, J.P. Morgan Investment Corporation,
Desai  Capital Management Incorporated, Toronto Dominion  Capital
(USA),  Inc.,  First Union Capital Partners, Inc. and  DAG-Triton
PCS,   L.P.  have  severally  made  irrevocable  commitments   to
contribute   to  Holdings  approximately  $39.8  million,   $39.8
million,  $39.8  million  $9.9 million,  $5.0  million  and  $5.0
million,  respectively,  in  cash in exchange  for  approximately
398,000  shares, 398,000 shares, 398,000 shares,  99,000  shares,
50,000  shares  and  50,000  shares, respectively,  of  Series  C
preferred  stock,  and Michael Kalogris and Steven  Skinner  have
severally made irrevocable commitments to contribute to  Holdings
$500,000  and  $250,000, respectively, in cash  in  exchange  for
5,000  shares  and  2,500  shares,  respectively,  of  Series   C
preferred  stock.  The Cash Equity Investors, together  with  the
Management  Stockholders, have contributed an  aggregate  of  $80
million of their $140 million commitment as of December 31, 1998.
The  Cash  Equity  Investors and the Management Stockholders  are
required  to contribute the unfunded portion of their  respective
commitments under the securities purchase agreement (the Unfunded
Commitment  Amount)  to  Holdings  on  the  second,   and   third
anniversary dates of the securities purchase closing  Date.  Each
Cash Equity Investors obligation to make capital contributions to
Holdings after the securities purchase closing Date in respect of
its  unfunded  commitment  amount is  (i)  an  unconditional  and
irrevocable obligation, and is not subject to counterclaim,  set-
off,   deduction   or  defense,  or  to  abatement,   suspension,
deferment, diminution or reduction for any reason whatsoever  and
(ii)  secured  by  a pledge of all shares of Series  C  preferred
stock   issued  to  such  party  under  the  securities  purchase
agreement  pursuant  to a pledge agreement between  Holdings  and
such party.

THE MYRTLE EQUITY CONTRIBUTION

     Pursuant  to a preferred stock purchase agreement, dated  as
of   June   29,   1998,   Holdings  received  additional   equity
contributions of approximately $10.2 million, $10.0 million, $9.8
million,   $2.5   million,  $1.2  million   and   $1.2   million,
respectively, from Chase Capital Partners, J.P. Morgan Investment
Corporation,  Desai  Capital  Management  Incorporated,   Toronto
Dominion Capital (USA), Inc., First Union Capital Partners,  Inc.
and  Duff  Ackerman  Goodrich  &  Assoc.  L.P.  in  exchange  for
approximately  102,000  shares, 100,000  shares,  98,000  shares,
25,000 shares, 12,000 shares and 12,000 shares, respectively,  of
Series C preferred stock on terms substantially similar to  those
set  forth  in  the  1997  securities purchase  agreement.  These
contributions were concurrently contributed to Triton.

THE NORFOLK CONTRIBUTION

     Pursuant  to the terms of a Norfolk Preferred Stock Purchase
agreement  dated  as of December 31, 1998, Holdings  received  an
additional contribution of $16.5 million from certain of the Cash
Equity  Investors in order to fund a portion of the $111  million
purchase  price  for the Norfolk Acquisition.   In  consideration
therefor, at the closing of such acquisition, Holdings issued  to
such  Cash  Equity  Investors  an  additional  $16.5  million  of
Holdings  Series  C preferred stock which it contributed  to  the
Company.   At  closing,  Holdings also  issued  to  AT&T  PCS  an
additional  $14.6  million of Holdings Series D preferred  stock.
The  balance  of the purchase price was financed through  use  of
$96.6 million from the net proceeds of the Private Offering.

                                F-28

THE AT&T AGREEMENTS

The Stockholders Agreement

     General.   Pursuant to a stockholders agreement, dated as of
February  4,  1998,  by  and  among AT&T  PCS,  the  Cash  Equity
Investors, the Management Stockholders, David Clark, Clyde Smith,
Patricia Gallagher, David Standig and Michael Mears (collectively
the Other Management Stockholders) and Holdings, the stockholders
and  Holdings  have agreed to certain matters in connection  with
the  management  and  operations of the  Company  and  the  sale,
transfer or other disposition of the capital stock of Holdings.

     Board  of  Directors.   Holdings is governed by a  Board  of
Directors  consisting  of seven persons,  and,  unless  otherwise
required,   actions  of  the  Board  of  Directors  require   the
affirmative vote of a majority of the entire Board of  Directors.
The  stockholders  have agreed to vote for the seven  persons  as
follows: (i) two directors selected by a majority in interest  of
common stock and securities convertible into common stock held by
the  Cash  Equity  Investors in their sole discretion,  (ii)  two
directors selected by a majority in interest of common stock  and
securities convertible into common stock held by the Cash  Equity
Investors,  which  directors  shall  be  acceptable  to   Michael
Kalogris  and Steven Skinner, on the one hand, and AT&T  PCS,  on
the  other  hand,  each in their sole discretion,  (iii)  Michael
Kalogris  so  long as he is an officer of Holdings,  (iv)  Steven
Skinner  so  long as he is an officer of Holdings,  and  (v)  one
director  selected by AT&T PCS in its capacity as holder  of  the
Series A preferred stock so long as it has the right to elect one
director   in   accordance  with  the  Restated  Certificate   of
Incorporation (as defined herein). Representatives  of  AT&T  PCS
and  certain Cash Equity Investors also have the right to  attend
each  meeting  of  the Board of Directors as observers,  provided
that  certain  capital stock ownership thresholds  are  met.  Any
transactions between the Company and the stockholders (other than
the   AT&T   Agreements  and  other  arms-length  agreements   or
transactions entered into from time to time between  the  Company
and  AT&T)  must  be  approved  by a  majority  of  disinterested
directors.  Under the stockholders agreement, the  two  directors
selected  pursuant  to clause (ii) above of  this  paragraph  are
deemed not to have been designated by any of the stockholders. If
an  executive committee of the Board of Directors is  formed,  it
must  consist  of  at  least the Series A Director,  one  of  the
directors selected pursuant to clause (i) above of this paragraph
and  Michael Kalogris (so long as he is an officer of  Holdings).
The  Cash Equity Investors also have agreed to contribute all  or
part  of  the unfunded commitment amount at any time to  Holdings
upon 20 business days notice from the Board of Directors.

     Restrictions  on  Transfer.    The  stockholders   agreement
imposes  numerous restrictions with respect to the sale, transfer
or other disposition of the capital stock of Holdings. Generally,
prior  to  the date on which Holdings receives in excess  of  $20
million  in gross proceeds from the sale of common stock pursuant
to  a  registration statement under the Securities Act  (the  IPO
Date),  no Transfers are permitted except: (i) Series C preferred
stock,  Series  D  preferred  stock  and  common  stock  may   be
transferred (at any time) (A) to an affiliate of a person that is
a  transferee or a successor in interest to any or  all  of  such
persons capital stock of Holdings and that is required to  become
a  party  to  the stockholders agreement in accordance  with  the
terms thereof (an Affiliated Successor) or (B) in the case  of  a
transfer  by  a  Cash Equity Investor, to any  partners,  limited
partners   or  members  of  a  Cash  Equity  Investor  that   are
transferees of Series C preferred stock or common stock  pursuant
to  distributions in accordance with the partnership agreement or
operating  agreement  of  such Cash Equity  Investor  (an  Equity
Investor  Affiliate),  (ii) after the third  anniversary  of  the
securities  purchase closing date, the Cash Equity Investors  may
Transfer Series C preferred stock or common stock to another Cash
Equity  Investor,  and (iii) after the third anniversary  of  the
securities  purchase closing date, Series C preferred  stock  and
common  stock  may  be  transferred  to  any  person  (except   a
prohibited  transferee),  subject  to  certain  rights  of  first
refusal of the non-transferring stockholders (the Rights of First
Refusal). Additionally, prior to the IPO Date, (x) no Cash Equity
Investor nor AT&T PCS may Transfer less than all of its Series  C
preferred  stock  or  common  stock  to  any  person  except   an
Affiliated Successor or a Equity Investor Affiliate unless  after
giving effect to such Transfer, the transferor and the transferee
will  each own at least the lesser of (A) 5% of common stock  and
(B)  one-half  of  the common stock beneficially  owned  by  such
transferor  on  the  date  of Transfer,  and  (y)  no  Management
Stockholder  or  Other  Management  Stockholder  (together,   the
Employee Stockholders) may effect more that one Transfer  of  its
common stock during any 12-month period to any person other  than
an Affiliated Successor.

     On  and  after  the  IPO  Date, no  Transfers  of  Series  D
preferred  stock or common stock are generally permitted  except:
(i)  after  the  third  anniversary of  the  securities  purchase
closing  date,  the Cash Equity Investors may Transfer  Series  C
preferred  stock or common stock to another Cash Equity Investor,
(ii) Series D preferred stock and common stock may be transferred
(at  any  time) to an Affiliated Successor or an Equity  Investor
Affiliate  and  (iii)  common stock may  be  transferred  to  any
person, subject to certain rights of first refusal.

                               F-29

     AT&T  PCS  is  subject to all of the foregoing  restrictions
with  respect  to its Series C preferred stock and common  stock.
AT&T PCS may not Transfer any of its Series D preferred stock  at
any  time  other than to an Affiliated Successor.  Finally,  with
respect  to AT&T PCS Series A preferred stock, (a) prior  to  the
IPO  Date, no Transfers are permitted except (i) to an Affiliated
Successor  or  (ii)  to  any person after  first  complying  with
certain  provisions relating to the rights of first refusal,  and
(b) on or after IPO Date, no Transfer restrictions exist.

     In  addition  to  the foregoing transfer restrictions,  each
stockholder  has  agreed, subject to certain exceptions,  not  to
Transfer any Series A preferred stock, Series B preferred  stock,
Series  D  preferred  stock  or  common  stock  to  a  Prohibited
Transferee. A Prohibited Transferee is defined generally  as  one
of  the  three largest carriers (other than AT&T, or  any  person
that  derives  a material portion of its business  from  wireless
communications  systems  and  utilizes  TDMA  technology   in   a
substantial  majority  of  those systems)  of  telecommunications
services that currently constitute interexchange services.

     Registration  Rights.    The stockholders  agreement  grants
certain   demand  and  piggyback  registration  rights   to   the
Stockholders.  On or after the 91st day after the IPO  Date,  the
following   Stockholders   may  cause  an   underwritten   demand
registration, subject to customary pro rata cutback and  blackout
restrictions, so long as such registration is reasonably expected
to result in aggregate proceeds of at least $10 million: (a) AT&T
PCS, (b) a holder of shares of Series C preferred stock or common
stock  (if such registration is reasonably expected to result  in
aggregate gross proceeds of at least $25 million) or (c) Employee
Stockholders beneficially owning at least 50.1% of the shares  of
common   stock   then   beneficially  owned   by   the   Employee
Stockholders. In addition to such demand registration rights, any
Stockholder  may piggyback on a registration by Holdings  at  any
time  (other  than  registrations on Forms  S-4  or  S-8  of  the
Securities   Act),   subject  to  customary  pro   rata   cutback
restrictions.  The demand and piggyback registration  rights  and
obligations survive 20 years.

     Furthermore, if the IPO Date has not occurred by  the  fifth
anniversary of the securities purchase closing date, Holdings, at
the  request  of  (i)  any  holders beneficially  owning  in  the
aggregate greater than one-third of the Series C preferred  stock
and common stock then outstanding or (ii) AT&T PCS for so long as
it  beneficially  owns  greater than two-thirds  of  the  initial
issuance to AT&T PCS of Series A preferred stock, shall undertake
a registration of common stock that results in the IPO Date.

     Preemptive  Rights.    The  stockholders  agreement   grants
preemptive  rights in certain circumstances to the  Stockholders.
If,  on or prior to the IPO Date, Holdings proposes to issue  any
equity  security  (including in an initial public  offering,  but
excluding  pursuant  to  any stock option or  stock  appreciation
rights  plan), for cash, each Stockholder shall have a preemptive
right to purchase its pro rata portion of such securities.

     Exclusivity.    Holdings  and  the  stockholders  have  also
reached   several   agreements  regarding   operational   matters
pertaining  to  the Company. The Stockholders  have  agreed  that
during  the  term  of  the Stockholders Agreement,  none  of  the
Stockholders  nor  their respective affiliates  will  provide  or
resell,  or act as the agent for any person offering, within  the
Territory  (as  defined  in  the stockholders  agreement)  mobile
wireless  telecommunications  services  initiated  or  terminated
using   TDMA  and  frequencies  licensed  by  the  FCC   (Company
Communications Services), except AT&T PCS and its affiliates  may
(i) resell or act as agent for the Company in connection with the
provision  of  Company Communications Services, (ii)  provide  or
resell  wireless telecommunications services to or  from  certain
specific  locations,  and  (iii)  resell  Company  Communications
Services for another person in any area where the Company has not
yet  placed a system into commercial service; provided that  AT&T
PCS  has  provided the Company with prior written notice of  AT&T
PCS  intention to do so and only dual band/dual mode  phones  are
used  in  connection  with such resale activities.  Additionally,
with respect to the markets listed in the roaming agreement, each
of  the  Company  and AT&T PCS agrees to cause  their  respective
affiliates  in their home carrier capacities to (a)  program  and
direct  the programming of customer equipment so that  the  other
party  in  its  capacity as the serving carrier is the  preferred
provider  in such markets, and (b) refrain from inducing  any  of
its customers to change such programming.

     Build-Out.    The  Company is bound to  certain  operational
obligations, including meeting the construction requirements  set
forth   in   an  agreed-upon  minimum  build-out  plan,  ensuring
compatibility  of the Companys PCS systems with the  majority  of
systems   in  the  southeastern  region  of  the  United  States,
satisfying  the  FCC construction requirements in the  Territory,
offering  certain  core  service features  with  respect  to  its
systems,  causing the Companys systems to comply  with  AT&T  PCS
TDMA   quality  standards,  and  refraining  from  providing   or
reselling   interexchange  services  other   than   interexchange
services that constitute Company Communications Services or  that
are  procured from AT&T. In the event that the Company materially
breaches any of the foregoing operational obligations or  if,  in
the  event AT&T PCS decides to adopt in a majority of its markets
a  new technology standard and the Company declines to adopt such
new   technology,   AT&T  PCS  may  terminate   its   exclusivity
obligations.

     Certain    Transactions.     In   the   event   a    merger,
consolidation, asset acquisition or disposition or other business
combination involving (i) AT&T and (ii) a person that (a) derives
from  telecommunications businesses annual revenues in excess  of
$5  billion,  (b)  derives less than one-third of  its  aggregate
revenues  from  the provision of wireless telecommunications  and
(c)  owns  FCC licenses to offer (and does offer) mobile wireless
telecommunications services serving more than  25%  of  the  Pops
within  the Territory (such person, the Other Party), the Company
and  AT&T have certain rights, including the following: (i)  AT&T
may,  upon  written notice, terminate certain of its  obligations
described above under the caption --Exclusivity in the portion of
the  Territory  in which the Other Party owns an FCC  license  to
offer  CMRS;  provided, that, upon such termination, the  Company
has the right to cause AT&T PCS to exchange (A) certain shares of
its  Series A preferred stock into Series B preferred  stock  and
(B)  certain shares of its Series D preferred stock (or Series  C
preferred  stock  or  common  stock  into  which  such  Series  D
preferred stock has been converted) into Series B perferred stock;
(ii) if AT&T PCS proposes to sell, transfer or assign to any non-
affiliate any PCS system owned and operated by AT&T PCS and its
affiliates in any of the Charlotte, NC, Atlanta, GA,
Baltimore/Washington, D.C. or Richmond, VA BTAs (the Subject
Markets),  then  AT&T  PCS  will provide  the  Company  with  the
opportunity  for a 180-day period to have AT&T PCS  joint  market
with  the applicable Subject Markets the portion of the Territory
included in the MTA that includes such Subject Markets.

                              F-30

     Without the prior written consent of AT&T PCS, Holdings  and
its subsidiaries may not effect any sale of substantially all  of
the assets of Holdings or any of its subsidiaries or liquidation,
merger  or  consolidation of Holdings or any of its subsidiaries,
with certain limited exceptions.

     Acquisition of Licenses.   The Company may acquire  cellular
licenses   that  the  Board  of  Directors  has  determined   are
demonstrably superior alternatives to constructing a  PCS  system
in the applicable area within the Territory, provided that: (i) a
majority of the cellular Pops are within the Territory, (ii) AT&T
PCS and its affiliates do not own Commercial Mobile Radio Service
licenses in such area, and (iii) the Companys ownership  of  such
cellular license will not cause AT&T PCS or any affiliate  to  be
in breach of any law or contract.

     Equipment,  Discounts and Roaming.    If  requested  by  the
Company,  AT&T PCS has agreed to use all commercially  reasonable
efforts (i) to assist the Company in obtaining discounts from any
vendor  with whom the Company is negotiating for the purchase  of
any  infrastructure  equipment or billing services  and  (ii)  to
enable  the  Company to become a party to the roaming  agreements
between  AT&T  PCS  and  its affiliates and  operators  of  other
cellular and PCS systems.

     Resale  Agreements.   The Company, upon the request of  AT&T
PCS, will enter into resale agreements relating to the Territory.
The  rates,  terms  and  conditions of service  provided  by  the
Company  shall be at least as favorable to AT&T PCS, taken  as  a
whole, as the rates, terms and conditions provided by the Company
to other customers.

Subsidiaries.   All of Holdings subsidiaries must be direct or
indirect wholly-owned subsidiaries of Holdings.

     Amendments. Amendments to the stockholders agreement
require the consent of holders of (i) a majority of the shares of
each class of capital stock, including AT&T PCS, (ii) two-thirds
of the common  stock  beneficially owned  by  the  Cash  Equity
Investors, and (iii) 60.1% of the common stock beneficially owned
by the Employee Stockholders; provided however, that in the event
any  party thereto ceases to own any shares of Equity Securities,
such party ceases to be a party to the stockholders agreement and
the rights and obligations of such party thereunder terminates.

     Termination.    The stockholders agreement  terminates  upon
the  earliest to occur of (i) the written consent of  each  party
thereto, (ii) the eleventh anniversary of the securities purchase
closing  date,  and (iii) one Stockholder owning all  the  Common
Stock;  provided,  some provisions expire on  the  IPO  Date  and
certain  consent rights of AT&T PCS expire when it fails  to  own
the requisite amount of capital stock of Holdings.

License Agreement

     Pursuant to the Network Membership License Agreement,  dated
as  of  February  4, 1998, between AT&T Corp. and Operating  LLC,
AT&T  Corp.  has  granted  to the Company  a  royalty-free,  non-
transferable, non-sublicensable, non-exclusive, limited right and
license  to  use  the  Licensed Marks solely in  connection  with
Licensed   Activities.  The  Licensed  Marks  include  the   logo
containing  the AT&T and globe design and the expression  Member,
AT&T  Wireless Services Network. The Licensed Activities  include
(i)  the provision to end-users and resellers, solely within  the
Territory,  of  Company  Communications Services  on  frequencies
licensed  to  the  Company for Commercial  Mobile  Radio  Service
provided  in  accordance with the AT&T Agreements  (collectively,
the  Licensed  Services)  and  (ii) marketing  and  offering  the
Licensed  Services  within the Territory. The  License  Agreement
also  grants to the Company the right and license to use Licensed
Marks on certain permitted mobile phones.

     Except in certain instances, AT&T has agreed not to grant to
any  other person a right or license to provide or resell, or act
as agent for any person offering, Company Communications Services
within  the  Territory under the Licensed  Marks.  In  all  other
instances, AT&T reserves for itself the right to use the Licensed
Marks   in  the  providing  of  its  services  (subject  to   its
exclusivity  obligations  described  above),  whether  within  or
without the Territory.

                               F-31

     The  license  agreement contains numerous restrictions  with
respect to the use and modification of any of the Licensed Marks.
Furthermore,   the  Company  is  obligated  to  use  commercially
reasonable  efforts to cause all Licensed Services  marketed  and
provided using the Licensed Marks to be of comparable quality  to
the Licensed Services marketed and provided by AT&T in areas that
are  comparable to the Territory taking into account, among other
things,  the  relative stage of development  of  the  areas.  The
license agreement also sets forth specific testing procedures  to
determine  compliance  with  these  standards,  and  affords  the
Company  with  a  grace period to cure any instances  of  alleged
noncompliance therewith. Following the cure period,  the  Company
must cease using the Licensed Marks until the Company is back  in
compliance.

     The  Company may not assign or sublicense any of its  rights
under  the license agreement; provided, however, that the License
Agreement may be, and has been, assigned to the Companys  lenders
under  our  Credit  Facility  and after  the  expiration  of  any
applicable grace and cure periods under the Credit Facility, such
lenders  may  enforce  the  Companys  rights  under  the  license
agreement  and  assign the License Agreement to any  person  with
AT&Ts consent.

     The  term  of the license agreement is for five  years  (the
Initial  Term) and renews for an additional five-year  period  if
neither party terminates the Agreement. The license agreement may
be  terminated by AT&T at any time in the event of a  significant
breach  by  the  Company, including the Companys  misuse  of  any
Licensed  Marks, the Company licensing or assigning  any  of  the
rights in the license agreement, the Companys failure to maintain
AT&Ts  quality  standards or a change in control of  the  Company
occurs.  After the Initial Term, in the event AT&T  converts  any
shares  of  Series  A  preferred  stock  into  common  stock   in
connection with a transaction described above under the caption -
-  Stockholders Agreement-- the license agreement  terminates  on
the  later of (i) two years from the date of such conversion  and
(ii)  the then existing expiration date of the license agreement.
After  the  Initial  Term, AT&T may also  terminate  the  license
agreement  upon the occurrence of certain transactions  described
above under the caption --Stockholders Agreement--.

Roaming Agreement

     Pursuant to the Intercarrier Roamer Service Agreement, dated
as  of February 4, 1998, between AT&T Wireless Service, Inc.  (on
behalf  of  its affiliates) and Operating LLC (on behalf  of  the
Company), each of AT&T and the Company agrees to provide (each in
its  capacity  as serving provider, the Serving Provider)  mobile
wireless radiotelephone service for registered customers  of  the
other  partys  (the Home Carrier) customers while such  customers
are  out  of  the  Home  Carriers  geographic  area  and  in  the
geographic  area  where the Serving Carrier  (itself  or  through
affiliates) holds a license or permit to construct and operate  a
mobile  wireless  radiotelephone system and  station.  Each  Home
Carrier  whose  customers receive service from a Serving  Carrier
shall  pay  to such Serving Carrier 100% of the Serving  Carriers
charges  for  wireless  service and 100% of pass-through  charges
(i.e.,  toll  or  other charges). Each Service  Carriers  service
charges per minute or partial minute for the use for the first  3
years  will be fixed at a declining rate, and thereafter will  be
equal to an adjusted average home rate or such lower rate as  the
parties negotiate from time to time; provided, however, that with
respect  to  the Norfolk BTA, the service rate is  equal  to  the
lesser  of (a) $0.25 per minute and (b) the applicable home  rate
of AT&T PCS, or such other rate as agreed to by the parties. Each
Serving  Carriers toll charges per minute of use for the first  3
years  will  be  fixed at a declining rate, and  thereafter  such
other rates as the parties negotiate from time to time.

     The roaming agreement has a term of 20 years, unless earlier
terminated by a party due to the other partys uncured  breach  of
any  term  of  the roaming agreement, the other partys  voluntary
liquidation or dissolution or the FCC revoking or denying renewal
of the other partys license or permit to provide CMRS.

     Neither  party may assign or transfer the roaming  agreement
or  any of its rights thereunder except to an assignee of all  or
part  of its license or permit to provide Commercial Mobile Radio
Service, provided that such assignee expressly assumes all or the
applicable  part  of  the obligations of  such  party  under  the
Roaming Agreement.

Resale Agreement

     Pursuant  to  the terms of the stockholders  agreement,  the
Company   is   required  to  enter  into  a   Resale   Agreement,
substantially in the form of Exhibit C to the securities purchase
agreement (together with the stockholders agreement, the  license
agreement and the roaming agreement, the AT&T Agreements), at the
request of AT&T. Pursuant to the resale agreement, AT&T PCS  will
be  granted  the  right to purchase and resell on a  nonexclusive
basis  access  to  and  usage of the  Companys  services  in  the
Territory.  AT&T  PCS  will  pay  to  the  Company  the  charges,
including  usage  and roaming charges, associated  with  services
requested  by  AT&T PCS under the Resale Agreement.  The  Company
will  retain the continuing right to market and sell its services
to customers and potential customers.

     The  resale agreement will have a term of ten years and will
renew automatically for successive one-year periods unless either
party  elects  to terminate the resale agreement.  Following  the
eleventh  anniversary of the Resale Agreement, either  party  may
terminate on 90 days prior written notice. Furthermore, AT&T  PCS
may terminate the resale agreement at any time for any reason  on
180 days written notice.

     Pursuant to the stockholders agreement, Holdings has  agreed
that  the  rates,  terms and conditions of service,  taken  as  a
whole, provided by the Company to AT&T PCS pursuant to the resale
agreement  shall be at least as favorable as (or if permitted  by
applicable  law, superior to) the rates, terms and conditions  of
service,  taken as a whole, provided by the Company to any  other
customer. Without limiting the foregoing, the rate plans  offered
by  the Company pursuant to the resale agreement will be designed
to  result in a discounted average actual rate per minute paid by
AT&T  PCS for service below the weighted average actual rate  per
minute  billed  by  the  Company to its customers  generally  for
access and air time.

                              F-32

     Neither party may assign or transfer the resale agreement or
any  of  its  rights  thereunder without the other  partys  prior
written consent, which will not be unreasonably withheld,  except
(a) to an affiliate of that party at the time of execution of the
Resale  Agreement,  (b) by the Company to any  of  its  operating
subsidiaries,  and  (c) to the transferee of a  partys  stock  or
substantially all of its assets, provided that all FCC and  other
necessary approvals have been received.

OTHER RELATED PARTY TRANSACTIONS

     The Company is associated with Triton Cellular Partners L.P.
by virtue of certain management overlap and the sharing of leased
facilities.  As  part  of  this association,  certain  costs  are
incurred on behalf of Triton Cellular and subsequently reimbursed
to  the  Company.  Such costs totaled $482,000  during  1998.  In
addition,   under  agreement  between  the  Company  and   Triton
Cellular,  allocations  for  management  services  rendered   are
charged  to  Triton Cellular. Such allocations  totaled  $469,000
during  1998.  The outstanding balance at December 31,  1998  was
$951,000.  The  Company expects settlement of  these  outstanding
charges during 1999.

     Over  the  course  of  fiscal year 1997,  Triton  L.L.C.,  a
predecessor of Triton License Company, incurred certain costs  on
behalf  of Triton Cellular. Such costs totaled $148,100 and  will
be  reimbursed  by  Triton Cellular in  1998.  In  addition,  the
Company  purchased  $22,800 of equipment  from  Horizon  Cellular
Telephone  Company, L.P. , an entity affiliated with the  Company
by  virtue  of  management  overlap and  the  sharing  of  leased
facilities.

     On  February  3, 1998, the Company entered into  the  credit
facility.  Certain  affiliates of each of J.P. Morgan  Investment
Corporation,  a  holder of approximately 17% of  the  issued  and
outstanding  capital  stock  of  the  Company,  and  CB   Capital
Investors,  a  holder  of approximately 20%  of  the  issued  and
outstanding  capital stock of the Company,  serve  as  agent  and
lenders  under the credit facility. Each of the agent and lenders
under  the  credit  facility have received and will  continue  to
receive  customary  fees  and expenses  in  connection  with  the
execution  of  the credit facility. To date, affiliates  of  J.P.
Morgan  Investment  Corporation and CB  Capital  Investors,  have
received  approximately  $98  and $106,  respectively,  in  their
capacity as agent and lender under such facility.

     On February 4, 1998, Holdings entered into letter agreements
with  Messrs.  Clark,  Standig and Mears, and  Ms.  Gallagher  in
connection  with  their  employment.  Pursuant  to  such   letter
agreements they were issued shares of common stock which vest  at
20  percent  per  year  over a five year period.  Messrs.  Clark,
Standig,  and  Mears received 7,053.77, 3,526.89,  and  2,351.26,
respectively, and Ms. Gallagher received 3,526.89.  See  Security
Ownership.

     On  March 7, 1997, each of Chase Venture Capital Associates,
L.P.,  an  affiliate of Chase Capital Partners, and J.P.,  Morgan
Investment  Corporation provided $550,000 in  financing,  and  on
July 3, 1997, each of Chase Venture Capital Associates, L.P.  and
J.P.   Morgan  Investment  Corporation  provided  an   additional
$250,000  in  financing,  to  Triton  L.L.C.  in  the   form   of
convertible  promissory  notes in order to  fund  Triton  L.L.C.s
start-up  costs.  The  $1.6  million  in  notes  originally  bore
interest  at  14% annually, payable at maturity. On  January  15,
1998, Triton L.L.C. assigned the notes to the Company. Triton, in
conjunction  with  Holdings  and  the  noteholders,  subsequently
negotiated a revised arrangement under which no interest would be
paid  on the notes and, in lieu of repaying the promissory  notes
in  cash,  the amount owed under such notes would be  convertible
into  approximately  $3.2  million worth  of  Holdings  Series  C
preferred  stock. The conversion of the Triton L.L.C. notes  into
16,000  shares  each  of  Series C preferred  stock  occurred  on
February  4,  1998.  The  $1.6 million preferred  return  to  the
investors  has been accounted for as a financing cost during  the
period  the notes were outstanding. Accordingly, the Company  has
accrued  $1.2  million in financing costs  on  the  notes  as  of
December  31,  1997. The remaining $0.4 million  financing  costs
were recognized in the first quarter of calendar 1998.

     On  January 19, 1998, Operating LLC entered into the  Master
Services  Agreement with Wireless Facilities Inc. (WFI)  pursuant
to  which  WFI  will  provide radio frequency design  and  system
optimization support services to the Company. The Master Services
Agreement could result in payments by the Company to WFI of up to
$6.0 million. Mr. Scott Anderson, a director of Holdings, is also
a director of WFI.

     On May 4, 1998, the Company consummated the private offering
pursuant   to   which  the  Company  raised   net   proceeds   of
approximately $291 million. J.P. Morgan Securities Inc. and Chase
Securities  Inc., each an affiliate of entities that own  in  the
aggregate  approximately  52.4%  of  the  outstanding  Series   C
preferred  stock, acted as initial purchasers in connection  with
the private offering and received a placement fee of $6.3 million
in connection therewith.

                               F-33


            TRITON PCS, INC. AND PREDECESSOR COMPANY

                VALUATION AND QUALIFYING ACCOUNTS
                             ($000S)

                                     Additions   Deductions     Add
                         Balance at  charged to  credited to   Myrtle   Balance
                          Beginning   cost and    costs and    Beach     at end
                           of year    expenses    expenses  acquisitions  year
                         ----------  ----------  ---------- ------------ ------
Year ended December 31, 1997

Allowance for doubtful
   accounts                     -           -            -           -       -

Year ended December 31, 1998

Allowance for doubtful
   accounts                     -        $636         $480        $915   $1,071


                                      F-34

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934,
as amended, the Registrants have duly caused this Registration
Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Malvern, State of
Pennsylvania on March 31, 1999.

                         Triton PCS, Inc

                             By:     /s/ Michael Kalogris
                                Sole Director and Chief Executive Officer

                             Triton Management Company, Inc.

                             By:     /s/ Michael Kalogris
                                Sole Director and Chief Executive Officer

                             Triton PCS Holdings Company L.L.C.

                             By:Triton Management Company, Inc., its manager

                             By:     /s/ Michael Kalogris
                                Sole Director and Chief Executive Officer

                             Triton PCS Property Company L.L.C.,Inc.


                             By:Triton Management Company, Inc., its manager

                             By:     /s/ Michael Kalogris
                                Sole Director and Chief Executive Officer

                             Triton PCS Equipment Company L.L.C.

                             By:Triton Management Company, Inc., its manager

                             BY:     /s/ Michael Kalogris
                                Sole Director and Chief Executive Officer

                             Triton PCS Operating Company L.L.C.

                             By:Triton Management Company, Inc., its manager

                             By:     /s/ Michael Kalogris
                                Sole Director and Chief Executive Officer

                             Triton PCS License Company L.L.C

                             By:Triton Management Company, Inc., its manager

                             By:     /s/ Michael Kalogris
                                Sole Director and Chief Executive Officer

                             By:     /s/ David Clark
                                Senior Vice President, Chief Financial
                                    Officer, and Secretary