<PAGE>

     As filed with the Securities and Exchange Commission on April 1, 2002

                                                   Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3

                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                                US UNWIRED INC.
             (Exact name of registrant as specified in its charter)

         Louisiana                   4812                   72-1457316
      (State or other          (Primary Standard         (I.R.S. Employer
      jurisdiction of             Industrial            Identification No.)
     incorporation or         Classification Code
       organization)                Number)

                              901 Lakeshore Drive
                         Lake Charles, Louisiana 70601
                                 (337) 436-9000
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                               Thomas G. Henning
                    General Counsel and Corporate Secretary
                              901 Lakeshore Drive
                         Lake Charles, Louisiana 70601
                                 (337) 436-9000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                With copies to:

        Louis Y. Fishman and                      Jeffery B. Floyd and
         Maureen F. Brennan                        Caroline B. Blitzer
       Correro Fishman Haygood                   Vinson & Elkins L.L.P.
  Phelps Walmsley & Casteix, L.L.P.               2300 First City Tower
 201 St. Charles Avenue, 46th Floor                    1001 Fannin
  New Orleans, Louisiana 70170-4600             Houston, Texas 77002-6760
           (504) 586-5252                            (713) 758-2222

   Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
in the light of market conditions and other factors.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<PAGE>

                        CALCULATION OF REGISTRATION FEE

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--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 Title of Each Class of                  Proposed Maximum  Proposed Maximum
    Securities to Be       Amount to Be   Offering Price  Aggregate Offering      Amount of
       Registered           Registered      Per Share           Price        Registration Fee(1)
------------------------------------------------------------------------------------------------
 <S>                      <C>            <C>              <C>                <C>
 Common Stock, par value
  $0.01 per share,
  issuable upon exercise
  of warrants...........  546,396 shares     $5.5392(2)     $3,026,596.72         $278.45
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1)  The registration fee is calculated pursuant to Rule 457(f) under the
     Securities Act of 1933. The Common Stock being registered will be issued
     upon the exercise of warrants that the Registrant issued in substitution
     for founder warrants and management warrants issued by IWO Holdings, Inc.
     on December 20, 1999 and May 1, 2000. The Registrant issued the substitute
     warrants when IWO Holdings, Inc. became an indirect wholly-owned
     subsidiary of the Registrant pursuant to a merger.
(2)  The registration fee is based, pursuant to Rule 457(f)(3), on the amount
     of cash to be received by the Registrant upon the exercise of the
     warrants.

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                EXPLANATORY NOTE

   On December 19, 2001, we entered into a merger agreement with IWO Holdings,
Inc. In that agreement, we agreed to acquire IWO through a merger of our
indirect wholly owned subsidiary into IWO. We completed the merger on April 1,
2002. On that date we exchanged our warrants for certain founder and management
warrants that IWO issued on December 20, 1999 and May 1, 2000. We relied on the
exemption from registration in Section 4(2) of the Securities Act of 1933 in
connection with our issuance of our warrants. This registration statement
pertains to shares of our common stock that we will issue upon exercise of
these warrants. If all warrants are exercised, we will issue 546,396 shares of
our common stock, at a price of $5.5392 per share. Warrants to purchase 466,642
shares became exercisable on April 1, 2002. Warrants to purchase an additional
79,754 shares will become exercisable on December 31, 2003. Warrants to
purchase 428,062 shares will remain exercisable until December 17, 2009.
Warrants to purchase 118,334 shares will remain exercisable until December 20,
2009.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We     +
+will not sell these securities until the registration statement filed with    +
+the SEC is effective. This prospectus is not an offer to sell these           +
+securities and it is not soliciting an offer to buy these securities in any   +
+state where the offer or sale is not permitted.                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                  SUBJECT TO COMPLETION -- DATED APRIL 1, 2002

                                   PROSPECTUS

                               [LOGO] US UNWIRED

                              901 Lakeshore Drive
                         Lake Charles, Louisiana 70601
                                 (337) 436-9000

       546,396 Shares of Common Stock Issuable Upon Exercise of Warrants

  We are offering 546,396 shares of our common stock that are issuable by us
upon exercise of warrants that we issued in exchange for founders and
management warrants of IWO Holdings, Inc. when we acquired IWO. IWO issued its
warrants on December 20, 1999 and May 1, 2000. The exercise price of the
warrants is $5.5392 per share. Warrants to purchase 428,062 shares expire on
December 17, 2009. Warrants to purchase 118,334 shares expire on December 20,
2009.

  This prospectus includes any additional shares of common stock that we may
have to issue to avoid dilution of the warrants.

  If all of the warrants are exercised, our net proceeds from the offering will
be approximately $3.0 million. We will pay all expenses of this offering.

  Our common stock is listed on The Nasdaq National Market under the symbol
"UNWR". The closing price on April   , 2002 was $   per share.

  Investing in our securities involves certain risks. See "Risk Factors" on
page 3.

  Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

                                 April   , 2002
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                    Page
                                    ----
<S>                                 <C>
About this Prospectus.............    i
Our Business......................    1
The Offering......................    2
Risk Factors......................    3
Special Note Concerning Forward-
 Looking
 Statements.......................    4
Dilution..........................    4
Use of Proceeds...................    4
Description of Warrants...........    5
Description of Our Capital Stock..    6
</TABLE>
<TABLE>
<CAPTION>
                                      Page
                                      ----
<S>                                   <C>
Restrictions and Liabilities........   10
Certain United States Federal Income
 Tax Considerations.................   11
Plan of Distribution................   15
Legal Matters.......................   15
Experts.............................   15
Financial Statements................   16
Where You Can Find More
 Information........................   16
Incorporation by Reference..........   17
</TABLE>

   You should rely only on the information that is contained in this prospectus
or is incorporated by reference in this prospectus. We have not authorized
anyone to provide you with information different from that contained in or
incorporated by reference in this prospectus. We are offering shares of our
common stock only in jurisdictions where such offers and sales are permitted.
The information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of
any sale of our common stock.

                             ABOUT THIS PROSPECTUS

   This prospectus is part of a registration statement we filed with the SEC.
It is a type of registration statement that is commonly called a shelf
registration. It is called that because it permits securities to be offered on
a delayed or continuing basis. We will sell our common stock that is offered by
this prospectus when the warrants that we describe herein are exercised. That
can occur as early as the date of this prospectus and as late as December 20,
2009, which is the latest date that any of the warrants will expire. This
prospectus provides you with a general description of the common stock that we
are offering. You should read both this prospectus and the additional
information described under the headings "Where You Can Find More Information"
and "Incorporation by Reference".

   Unless this prospectus says otherwise, references in this prospectus to
"we," "our" or "us" refer to the combined operations of US Unwired Inc. and its
subsidiaries, including IWO Holdings, Inc. and its subsidiaries, which were
acquired by us on April 1, 2002. References to "US Unwired" refer only to US
Unwired Inc., and not to its subsidiaries.

                                       i
<PAGE>

                                  OUR BUSINESS

   We provide wireless personal communication services, commonly referred to as
PCS, in eastern Texas, southern Oklahoma, southern Arkansas, the Florida
panhandle, southern Tennessee, upstate New York, New Hampshire (other than the
Nashua market) and Vermont; significant portions of Louisiana, Alabama, Georgia
and Mississippi; and portions of Massachusetts and Pennsylvania. We are a
network partner of Sprint PCS, the personal communications services group of
Sprint Corporation. Sprint PCS, directly and through affiliates like us,
provides wireless services in more than 4,000 cities and communities across the
country. We have the exclusive right to provide digital PCS services under the
Sprint(R) and Sprint PCS(R) brand names in service areas that had approximately
17.6 million residents as of December 31, 2001. Our combined service areas are
among the largest in population and subscribers of the Sprint PCS network
partners and are contiguous with Sprint PCS's launched markets of Houston,
Dallas, Little Rock, New Orleans, Birmingham, Jacksonville, Memphis, Atlanta,
New York and Boston. For more current information about our markets, you should
consult our most recent SEC filings. For more information about these filings,
please see "Where You Can Find More Information" and "Incorporation By
Reference" on pages 16 to 17 of this prospectus.

   At December 31, 2001, we and two other Sprint PCS network partners that we
acquired after that date were providing PCS service to approximately 469,000
subscribers and network coverage of approximately 11.8 million residents or 67%
out of approximately 17.6 million total residents. The number of residents in
our service area does not represent the number of Sprint PCS subscribers that
we expect to have in our service area.

   In addition, we provide cellular and paging services in parts of southwest
Louisiana. As of December 31, 2001, we had approximately 34,200 cellular
subscribers and 13,400 paging subscribers.

                                       1
<PAGE>

                                  THE OFFERING

Common Stock Offered by US
 Unwired....................  Up to 546,396 shares of our common stock issuable
                              upon the exercise of warrants. The number of
                              shares is subject to adjustment to avoid dilution
                              of the warrants.

Price Per Share.............  $5.5392, upon the exercise of warrants. The
                              exercise price is subject to adjustment to avoid
                              dilution of the warrants.

Use of Proceeds.............  If all of the warrants are exercised, our net
                              proceeds from our sale of our common stock that
                              is covered by this prospectus will be
                              approximately $3.0 million. We currently intend
                              to use the proceeds for general corporate
                              purposes, which may include funding:

                                 .  working capital needs, and

                                 .  capital expenditures.

The Nasdaq National Market
Symbol......................  UNWR

Risk Factors................  Before investing in our common stock by
                              exercising the warrants, you should carefully
                              read and consider the information set forth in
                              "Risk Factors" beginning on page 3 of this
                              prospectus and all other information appearing
                              elsewhere and incorporated by reference in this
                              prospectus and any accompanying prospectus
                              supplement.

                                       2
<PAGE>

                                  RISK FACTORS

   IN ADDITION TO THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS AND
INCORPORATED INTO IT BY REFERENCE, YOU SHOULD CAREFULLY CONSIDER THESE RISK
FACTORS.

   An investment in us involves a number of risks. For a discussion of these
risk factors, please see:

  .  Our most recent Annual Report on Form 10-K.

  .  Pages 22 to 38 of the proxy statement/prospectus that is included in
     Amendment No. 1 to our registration statement on Form S-4, registration
     no. 333-81928. We filed Amendment No. 1 on February 11, 2002. Our most
     recent Annual Report on Form 10-K will be a more current statement about
     these risk factors, but we urge you to review the information in our
     proxy statement/prospectus nevertheless.

  .  Our other SEC filings that are incorporated by reference into this
     prospectus. For more information about these and our other SEC filings,
     please see "Where You Can Find More Information" and "Incorporation By
     Reference" on pages 16 to 17 of this prospectus.

   In addition to the risk factors that are referred to above, you should be
aware of the following additional risk factors:

  .  The warrants are subject to transfer restrictions and there is no market
     for them.

  .  Our common stock that is issuable upon the exercise of the warrants will
     be subject to transfer restrictions if, at the time you want to transfer
     it, you have been our affiliate within the preceding three months or
     IWO's affiliate within the preceding one year.

  .  If you are an officer, director or 10 percent stockholder of us, you are
     subject to the liabilities of Section 16(b) of the Securities Exchange
     Act of 1934.

   For a discussion of these transfer restrictions and liabilities, please see
"Restrictions and Liabilities" on page 10 of this prospectus.

                                       3
<PAGE>

               SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements. Forward-looking
statements are statements about our future business strategy, operations and
capabilities, construction plan, construction schedule, financial projections,
plans and objectives of management, expected actions of third parties and other
matters. Forward-looking statements often include words like believes, belief,
expects, plans, anticipates, intends, projects, estimates, may, might, would or
similar words.

   Forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by these forward-looking statements. For a
discussion of these factors, please consult the discussions of forward-looking
statements contained in our most recent SEC filings. For more information about
our SEC filings, please see "Where You Can Find More Information" and
"Incorporation By Reference" on pages 16 to 17 of this prospectus.

                                    DILUTION

   You should be aware that the price you must pay to purchase our shares upon
your exercise of the warrants is greater than our book value per share at
December 31, 2001. If you had purchased one share of our common stock on
December 31, 2001 at the warrant exercise price of $5.5392 per share, that
share would have had a net tangible book value of $      on that date.
Therefore, you would have suffered immediate dilution of $       from the
warrant exercise price.

   You can calculate the approximate amount of dilution, if any, that you will
suffer if you exercise warrants by using our financial information provided in
our most recent 10-K or 10-Q at the time.

                                USE OF PROCEEDS

   If all of the warrants are exercised, we will receive net proceeds of
approximately $3.0 million. We intend to use such proceeds for general
corporate purposes, including funding working capital needs and capital
expenditures.

                                       4
<PAGE>

                            DESCRIPTION OF WARRANTS

   We issued the warrants on April 1, 2002, as part of our acquisition of IWO
Holdings, Inc. We issued them in exchange for warrants that IWO Holdings, Inc.
had issued on December 20, 1999 and May 1, 2000:

  .  We exchanged half of each unexpired and unexercised warrant initially
     issued by IWO to its founders and management (except for warrants issued
     to its chief executive officer) for a new warrant to purchase a number
     of shares of our common stock equal to the number of shares of IWO
     common stock subject to the IWO warrant multiplied by the exchange ratio
     applicable to the merger by which we acquired IWO, rounded down to the
     nearest whole share. The other remaining half of each IWO warrant was
     canceled. The warrants that we issued will remain subject to the terms
     and conditions set forth in the certificates representing the IWO
     warrants except that the warrants that we issued became exercisable in
     full at the effective time of the merger.

  .  We exchanged each unexpired and unexercised warrant issued to IWO's
     chief executive officer for a new warrant to purchase a number of shares
     of our common stock equal to the number of shares of IWO common stock
     subject to the IWO warrant multiplied by the exchange ratio, rounded
     down to the nearest whole share. The new warrants issued to IWO's chief
     executive officer will remain subject to the terms and conditions set
     forth in the certificates representing the IWO warrants except that they
     will become exercisable in full on December 31, 2003.

   The following describes the warrants:

  .   Warrants to purchase 466,642 shares of our common stock became
     exercisable on April 1, 2002.

  .  Warrants to purchase an additional 79,754 shares of our common stock
     will become exercisable on December 31, 2003.

  .  Warrants to purchase 428,062 shares will remain exercisable until
     December 17, 2009. Warrants to purchase 118,334 shares will remain
     exercisable until December 20, 2009.

  .  All of the warrants are exercisable at a price of $5.5392 per share of
     our common stock.

  .  The number of shares of our common stock issuable upon the exercise of
     our warrants, and the exercise price, will be adjusted under specified
     circumstances, including if we have a stock split or stock dividend or
     other event like that.

                                       5
<PAGE>

                        DESCRIPTION OF OUR CAPITAL STOCK

General

   In this section the pronoun "we" or "us" means US Unwired Inc. and not other
members of its corporate family.

   On April   , 2002, we were authorized to issue one billion shares of our
capital stock, of which 800,000,000 were shares of our common stock, par value
$.01 per share, and 200,000,000 were shares of our preferred stock. For
information about our outstanding shares on any subsequent date, please consult
our most recent SEC filings. For more information about our SEC filings, please
see "Where You Can Find More Information" and "Incorporation By Reference" on
pages 16 to 17 of this prospectus.

   The following information assumes that our stockholders will adopt changes
to our articles of incorporation that our board of directors proposed for
adoption at our annual stockholders meeting to be held April 23, 2002. You can
read about these changes in the definitive proxy statement that we filed with
the SEC on March 22, 2002. This proxy statement is incorporated by reference
into this prospectus. See "Incorporation by Reference" on page 17.

Common Stock

   Our common stock has one vote per share and votes in electing directors and
generally on all matters that require a vote of stockholders. Holders of common
stock have no cumulative voting rights and no preemptive, subscription or
sinking fund rights. Subject to the preferences of any preferred stock
outstanding, holders of common stock are entitled to any dividends that may be
declared by our board of directors. If we liquidate or dissolve, holders of our
common stock are entitled to anything that is left after we have paid all of
our liabilities and the liquidation preference of any preferred stock
outstanding.

Preferred Stock

   Our articles of incorporation allow our board of directors to issue our
preferred stock in different series and to establish by an amendment to our
articles of incorporation the dividend rights and terms, conversion rights,
voting rights, redemption rights and terms, liquidation preferences and any
other rights, preferences, privileges and restrictions that apply to each
series of our preferred stock.

Stockholder Agreements

   On October 29, 1999 and February 15, 2000, we entered into agreements with
four members of the Henning family, each of whom is a member of our board of
directors, and the then holders of our preferred stock, including The 1818
Fund. All of the preferred stock was converted into common stock in May 2000.
Only one of the former preferred stockholders, The 1818 Fund, still owns this
common stock. In May 2000, these agreements were amended and as amended they:

  .  require the Henning family members to permit a former preferred holder
     who holds at least 5% of our common stock to participate proportionately
     in any sale by Henning family members of 20% or more of their stock to a
     third party,

  .  require us to recommend up to two directors nominated by the former
     preferred holders, and.

  .  prohibit us, the Henning family members and the former preferred holders
     from taking any action, without specified stockholder approval, that
     would make us ineligible to hold any of our FCC licenses.

Certain Charter, By-Law and Statutory Provisions

   The following sections describe certain provisions of our articles of
incorporation and by-laws, and of the Louisiana Business Corporation Law. As
stated above, they include the effect of changes to our articles of
incorporation that our stockholders will vote on at our annual meeting on April
23, 2002, as if these changes had already been adopted.

                                       6
<PAGE>

   Classified board of directors. Our articles of incorporation divide the
members of our board of directors into three classes, which are designated
Class I, Class II and Class III. The members of each class serve for a three-
year term. The terms are staggered, which means that each year the term of only
one of the classes expires. Staggering directors' terms makes it more difficult
for a potential acquiror to seize control of a target company through a proxy
contest, even if the acquiror controls a majority of the company's stock,
because only one-third of the directors stand for election in any one year.

   Special meetings of stockholders. Our articles of incorporation provide that
any stockholder or stockholders holding at least 80% of our total voting power
may require us to hold a special meeting of stockholders. In addition, any
stockholder or group of stockholders holding at least 80% of the total voting
power of any class or series of our stock may require us to hold a meeting of
stockholders of that class or series. Our by-laws permit our board of directors
or a majority of the number of directors who constitute our full board of
directors to call a special meeting of stockholders at any time.

   Advance notice requirements for director nominations and stockholder
proposals. Our by-laws provide that our board of directors may nominate
candidates for election as directors and may propose matters to be voted on by
our stockholders at our annual stockholders meetings and any special
stockholders meetings. Our by-laws provide that such nominations and proposals
may also be made for our annual meetings by any stockholder who is entitled to
vote at the annual meeting, but only if the stockholder delivers a timely
notice to us and otherwise has complied with specified notice procedures
contained in the by-laws. A notice for an annual meeting will be timely if the
stockholder delivers it to us no later than 90 days, and no earlier than 120
days, before the first anniversary of our annual meeting for the prior year. An
exception applies if our annual meeting is held more than 30 days before or
more than 60 days after that anniversary. In that case, the notice must be
delivered to us no earlier than 120 days before the annual meeting date and no
later than the later of the following: 90 days before the annual meeting date
or 10 days after we publicly announce the date of the annual meeting.
Generally, only our board of directors, or the directors or stockholders who
call a special meeting of stockholders, may propose matters for action at that
special meeting. If the election of directors is a specific purpose of a
special meeting called by the board of directors or by a majority of the board,
then stockholders may make nominations just as they are permitted to do for
annual meetings. In that case, the notice must be delivered to us no earlier
than 120 days before the special meeting date and no later than the later of
the following: 90 days before the special meeting date or 10 days after we
publicly announce the date of the special meeting.

   Limitation of liability of directors and officers. Our articles of
incorporation provide that our directors and officers will not be liable to us
and our stockholders for monetary damages for breaches of their fiduciary
duties as directors or officers, except for:

  .  a breach of a director's or officer's duty of loyalty to us or our
     stockholders,

  .  acts or omissions by directors or officers that are not in good faith or
     that involve intentional misconduct or a knowing violation of law,

  .  liability for unlawful distributions of our assets to our stockholders,
     or unlawful redemptions or repurchases of our shares from our
     stockholders, to the extent provided in the Louisiana Business
     Corporation Law, and

  .  any transaction in which a director or officer receives an improper
     personal benefit.

   Indemnification of directors and officers. Our by-laws provide that we must
indemnify our directors and officers for claims made against them as our
directors or officers so long as they have acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, our best interests. In
the case of a criminal proceeding they also must not have had reasonable cause
to believe the conduct was unlawful.

                                       7
<PAGE>

   Redemption of capital stock. Our articles of incorporation permit us to
purchase shares of our stock at fair market value from any stockholder whose
ownership of our stock:

  .  causes us to violate foreign ownership restrictions that apply to us as
     a FCC licensee,

  .  would prevent us from holding any governmental license or franchise that
     is necessary to our business,

  .  would delay us in obtaining any necessary license or franchise, or

  .  would materially increase our cost of obtaining or operating under any
     necessary license or franchise.

   If we redeem shares, we must pay the fair market value based on market
prices. We may pay the redemption price in cash or in debt or equity securities
of us or our subsidiaries, or any combination of these things.

   Removal of directors. Our articles of incorporation provide that any
director, other than a director who is elected by any series of preferred
stock, may be removed only if there is cause for the removal and if holders of
80% or more of our total voting power vote in favor of removing the director.
If a director, other than a director who is elected by any series of preferred
stock, is removed, our board of directors has the exclusive right to fill the
vacancy for 90 days after it occurs. If the board of directors fails to act
during that period, our stockholders may fill the vacancy.

   Adoption and amendment of by-laws. Our articles of incorporation provide
that new by-laws may be adopted by a majority vote of the number of directors
who constitute the entire board of directors. Our by-laws may be amended or
repealed by the same vote of our board of directors or by the affirmative vote
of at least 80%, and in specified cases 85%, of the total voting power of our
stockholders. Even though our stockholders have the power to amend or repeal
our by-laws, they do not have the power to adopt new by-laws covering matters
not already covered in the by-laws.

   Special stockholder voting requirements. Our articles of incorporation
provide for special stockholder voting requirements to approve any of the
following:

  .  our merger or consolidation with another entity,

  .  a share exchange of our shares for shares of another entity,

  .  a sale of all or substantially all of our assets,

  .  our dissolution,

  .  an amendment to our articles of incorporation, or

  .  any other proposal that is presented to our stockholders.

   The vote required for these actions is:

  .  a majority of our total voting power that is present at the meeting, if
     the action has been approved by at least two-thirds of the number of
     directors who constitute the full board of directors, or

  .  if the action has not been approved by at least two-thirds of the number
     of directors who constitute the full board of directors, then the
     required stockholder vote is:

    .  85% of our total voting power to amend provisions of our articles of
       incorporation that impose voting requirements greater than a
       majority,

    .  75% of our total voting power to amend our articles of incorporation
       in any other way, and

    .  66 2/3% of our total voting power for any merger, consolidation,
       share exchange, dissolution, or other matter.

                                       8
<PAGE>

   The Louisiana Business Corporation Law provides that if a proposed amendment
to our articles of incorporation would adversely affect, within the meaning of
the Louisiana Business Corporation Law, the shares of any class or series of
our stock, then the amendment must also be approved by holders of the shares of
that class or series. Under our articles of incorporation, that approval would
require the affirmative vote of the holders of a majority of the voting power
of that class or series present at a meeting of that class or series.

   Written consents of stockholders instead of a meeting of stockholders. Our
articles of incorporation permit our stockholders to act by a written consent
instead of a meeting of stockholders, but only if the written consent is signed
by all of our stockholders having voting power on the proposed action. The
effect of this is to eliminate stockholder action by written consent, because
it would be impractical to obtain the consent of every stockholder. There is
one exception to the foregoing: consents of less than all of the holders may be
permitted for class votes of series of preferred stock

   Board action. Our articles of incorporation provide that our board of
directors may act only by a majority of the number of directors constituting
our full board of directors.

Louisiana Fair Price and Control Share Laws

   Our articles of incorporation provide that the following do not apply to us:

  .  Louisiana's fair price law, which provides generally that a buyer must
     pay a price to all stockholders that is generally equal to the highest
     price the buyer paid to any stockholder.

  .  Louisiana's control share law, which provides that persons who acquire
     specified levels of voting stock may not exercise the vote unless the
     remaining stockholders vote to allow it. These levels are generally 20%,
     33 1/3% and 50%.

Anti-Takeover Provisions

   Prior to our acquisition of IWO on April 1, 2002, we had two classes of
common stock. One class had one vote per share and the other, which was held
primarily by our founding family, had 10 votes per share. We had little concern
about being acquired against the will of our board of directors because the
voting power of our founding family and their related interests, even if not
completely united, could have prevented an unfriendly acquisition of us. Our
issuance of new shares in two recent acquisitions, including the IWO
acquisition, and our conversion to just one class of common stock with one vote
per share, has significantly reduced the voting power of our founding family.
Because of this, our board of directors adopted changes in our bylaws, and
proposed changes to our articles of incorporation for adoption at our annual
stockholders meeting to be held April 23, 2002. These changes are reflected in
the description above of our capital stock and are described more specifically
in the definitive proxy statement that we filed with the SEC on March 22, 2002.
That proxy statement is incorporated by reference into this prospectus.

   Our board of directors is also considering adopting a stockholder rights
plan, or "poison pill" as it is commonly called, that would have the effect of
making it difficult or nearly prohibitive for a person to acquire more than a
specified percentage of our voting power, or to conclude a tender offer or
other takeover proposal, without approval of our board of directors.

   These anti-takeover provisions may discourage offers to acquire us and may
permit our board of directors to choose not to entertain offers to purchase us,
even offers that are at a substantial premium to the market price of our stock.
Our stockholders may therefore be deprived of opportunities to profit from a
sale of control.

Transfer Agent and Registrar

   The transfer agent and registrar for our common stock is The Bank of New
York.

   Our common stock is listed on The Nasdaq National Market under the symbol
"UNWR".

                                       9
<PAGE>

                          RESTRICTIONS AND LIABILITIES

Transfer Restrictions on Common Stock Held by Affiliates

   Persons who were our affiliates within three months before the time they
sell common stock that we issue to them upon their exercise of our warrants, or
who were affiliates of IWO within one year of such a sale, will be required to
sell their shares under SEC Rule 144 or another exemption from registration.
Rule 144 imposes limits on the number of shares that may be sold. Generally,
sales by such persons of all of our securities, including shares purchased upon
the exercise of the warrants, must not exceed 1% of our total shares of common
stock outstanding, as reported in what is then our most recent 10-K or 10-Q
report to the SEC. If the average weekly trading volume of our common stock
over a four week period is greater, then that amount is the limit.

   Generally we will treat a person as our affiliate if that person is our
executive officer or director, or beneficially owns 10 percent or more of our
voting power. Generally we will treat a person as IWO's affiliate if that
person had a comparable relationship with IWO.

Transfer of Warrants Is Restricted

   When we issued the warrants, we relied on the private placement exemption
from registration under the Securities Act of 1933. The warrants are therefore
considered restricted securities under Rule 144. Generally that means that
transfers of the warrants may only be made in a transaction that is registered
with the SEC or is exempt from registration. The exemption that is provided by
Rule 144 does not become available until April 1, 2004. Warrantholders cannot
compel us to register the warrants, and we do not intend to register them.
Warrantholders should consult their legal advisors concerning the nature and
extent of these restrictions.

Section 16(b) Liabilities

   Section 16(b) of the Securities Exchange Act of 1934 creates liabilities for
executive officers, directors and 10 percent stockholders of us who sell our
securities within six months of having purchased them at a lower price. The
liability is to pay us the profit. It does not matter whether the purchase or
the sale occurs first. If you are one of the persons who is subject to Section
16(b), we urge you not to exercise our warrants or sell our common stock
without having first consulted your legal advisor. Section 16(b) is very
strictly applied, sometimes in situations where its applicability is not
obvious.

                                       10
<PAGE>

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

   The following is a discussion of the material U.S. federal income tax
considerations relating to the acquisition, ownership and disposition of common
stock acquired upon exercise of such a warrant. This discussion is based upon
the Internal Revenue Code of 1986, as amended, existing and proposed Treasury
Regulations, and judicial decisions and administrative interpretations
thereunder, as of the date hereof, all of which are subject to change, possibly
with retroactive effect, or are subject to different interpretations.

   You are subject to this discussion if you hold the warrant and any common
stock acquired upon exercise as capital assets within the meaning of Section
1221 of the Code.

   This discussion does not address every aspect of U.S. federal income
taxation that may be relevant to a particular holder in light of the holder's
personal circumstances or to certain categories of investors (such as banks or
broker-dealers, insurance companies, pension or other employee benefit plans,
tax-exempt organizations or entities, U.S. expatriates, traders in securities
that elect mark-to-market accounting, persons holding warrants or common stock
as part of a hedging or conversion transaction or a straddle, hybrid entities
(i.e. entities that are fiscally transparent for U.S. federal tax purposes but
not for foreign tax purposes) or their owners, or holders whose functional
currency is not the U.S. dollar. If partnership holds warrants or shares of our
stock, the tax treatment of a partner generally will depend upon the status of
the partner and the activities of the partnership. In addition, this discussion
does not address the effect of foreign, state, local or other tax laws. We have
not sought and will not seek any rulings from the Internal Revenue Service
concerning the tax consequences of the acquisition, ownership or disposition of
a warrant or a share of common stock acquired on exercise of a warrant and,
accordingly, we cannot assure you that the IRS will not successfully challenge
the tax consequences described below.

   You should consult your own tax advisors as to the particular tax
considerations to you of the acquisition, ownership and disposition of the
warrants and of common stock acquired on exercise of a warrant, including the
effect and applicability of state, local or foreign tax laws.

U.S. Holders

   If you are a U.S. holder, this section applies to you. Otherwise, the
section "Tax Treatment of Non-U.S. Holders" applies to you. You are a U.S.
holder if you are the beneficial owner of a warrant or a share of common stock
acquired on exercise of a warrant and you are:

  .  a citizen or resident of the United States;

  .  a corporation, including an entity taxable as a corporation U.S. federal
     income tax purposes, that was created or organized in the United States
     or under the laws of the United States or of any state thereof or the
     District of Columbia, unless, in the case of a partnership, Treasury
     Regulations provide otherwise;

  .  an estate whose income is includible in gross income for U.S. federal
     income tax purposes regardless of its source; or

  .  a trust whose administration is subject to the primary supervision of a
     U.S. court and which has one or more U.S. persons who have the authority
     to control all substantial decisions of the trust. Notwithstanding the
     preceding clause, to the extent provided in Treasury regulations,
     certain trusts in existence on August 20, 1996, and treated as U.S.
     persons prior to that date that elect to continue to be treated as U.S.
     persons, are also considered to be U.S. persons.

                                       11
<PAGE>

   Exercise of Warrants

   No gain or loss will be recognized on the purchase of the common stock for
cash upon exercise of the warrants, other than any gain or loss attributable to
the receipt of cash in lieu of a fractional share of common stock.

   The initial adjusted tax basis of the common stock will equal the adjusted
tax basis of the warrants plus the exercise price less any cash received in
lieu of fractional shares. For tax purposes, the holding period of the common
stock will not include the holding period of the warrants.

   Dividends received on stock acquired upon exercise of a warrant. Cash
distributed on common stock acquired upon exercise of a warrant will be treated
as a dividend and taxed as ordinary income to the extent of our current and
accumulated earnings and profits attributable to the distribution as determined
under U.S. federal income tax principles. If the amount of the distribution
exceeds our current and accumulated earnings and profits attributable to the
distribution, the distribution will be treated as a nontaxable return of
capital to the extent of your adjusted tax basis in the common stock, and the
amount, if any, that exceeds your adjusted tax basis will be treated as capital
gain and will be long-term or short-term depending on your holding period for
the common stock.

   Corporate holders of common stock generally should be eligible for the 70%
dividends-received deduction. However, corporate investors should consider
certain provisions that may limit the availability of a dividends-received
deduction, including but not limited to the holding period rules of Section
246(c) of the Code, the rules of Section 246 of that Code that reduce the
dividends-received deduction on dividends on certain debt-financed stock, and
the rules in Section 1059 of the Code that reduce the basis of stock and may
require the recognition of taxable gain in respect of certain extraordinary
dividends, as well as the effect of the dividends-received deduction on the
determination of alternative minimum tax liability.

   Disposition of stock. If you sell or dispose of your common stock in a
taxable transaction, you will recognize capital gain or loss equal to the
difference between the cash and the fair market value of any property received
and your adjusted tax basis. If your holding period exceeds one year, you will
have long-term capital gain or loss; otherwise you will have short-term capital
gain or loss.

   Backup withholding and information reporting. We are required to furnish to
record holders of our common stock, other than corporations and other exempt
holders, and to the IRS, information with respect to dividends paid on the
common stock. Certain U.S. holders may be subject to backup withholding
currently at a 30% rate with respect to dividends paid on common stock or with
respect to proceeds received from the disposition of common stock. This rate is
scheduled to be reduced over time to 28% in 2006. Generally backup withholding
will apply unless you provide us or the appropriate intermediary with a
taxpayer identification number, certified under penalty of perjury, as well as
certain other information, or you otherwise establish an exemption from back-up
withholding.

   Any amount so withheld from payment is allowable as a credit against your
U.S. federal income tax liability (and may entitle you to a refund), provided
that the required information is furnished to the IRS. Some persons are exempt
from backup withholding, including corporations and certain financial
institutions. You should consult your tax advisor as to your qualification for
exemption from withholding and the procedure for obtaining such exemption.

   Please note that we do not currently pay dividends on our common stock and
do not expect to pay dividends on our common stock in the foreseeable future.


                                       12
<PAGE>

Tax Treatment of Non-U.S. Holders

   This discussion is limited to U.S. federal income and estate tax
consequences relevant to non-U.S. holders. You are a non-U.S. holder if you are
a beneficial owner of a warrant, or share of common stock acquired upon
exercise of a warrant, and you are not a U.S. holder.

   This discussion does not address the tax consequences relevant to an
expatriate or former long-term resident of the United States or to a person who
holds a warrant or share of common stock through a partnership. A person who
holds a warrant or share of stock through a hybrid entity may not be entitled
to the benefits of a tax treaty. If one of these situations applies to you, you
should consult your tax advisor as to the federal, state, local, and foreign
tax consequences applicable to you.

   For purposes of this discussion, U.S. trade or business income of a non-U.S.
holder generally means gain on a sale or exchange or other disposition of
common stock or a dividend on common stock if the dividend or gain is
effectively connected with the conduct of a U.S. trade or business by the non-
U.S. holder. In most cases where the non-U.S. holder is a resident of a country
that has an income tax treaty with the United States, the dividend or gain must
also be attributable to a permanent establishment (or fixed base) of the non-
U.S. holder in the United States.

   Dividends received on stock acquired upon exercise of a warrant. A non-U.S.
holder will generally be subject to withholding of U.S. federal income tax on
dividend distributions at a rate of 30% or a lower rate that an applicable
income tax treaty may specify. If a dividend were considered to be income
effectively connected with a non-U.S. holder's conduct of U.S. trade or
business, the dividend would not be subject to this withholding but would be
subject to U.S. federal income tax on a net basis, unless exempt pursuant to a
tax treaty because it is not attributable to a U.S. permanent establishment
maintained by a non-U.S. holder. In the case of a non-U.S. holder that is a
corporation, U.S. trade or business income under certain circumstances will
also be subject to a branch profits tax at a 30% rate or, if applicable, a
lower treaty rate. To claim an exemption from withholding because a dividend is
U.S. trade or business income, a non-U.S. holder must satisfy applicable
certification and other requirements, such as providing IRS Form W-8ECI.

   A non-U.S. holder of common stock that claims the benefit of an income tax
treaty rate generally will be required to satisfy applicable certification and
other requirements, such as providing IRS Form W-8BEN. A non-U.S. holder of
common stock that is eligible for a reduced rate of U.S. withholding tax under
an income tax treaty may obtain a refund or credit of any excess amounts
withheld by filing and appropriate claim for refund with the IRS.

   Please note that we do not currently pay dividends on our common stock.
Also, we do not expect to pay dividends on our common stock in the foreseeable
future.

   Disposition of Our Stock

   In general, a non-U.S. holder will not be subject to U.S. federal income tax
upon a taxable disposition of our common stock acquired upon exercise of a
warrant. However, you will be subject to federal income tax on the gains if:

  .  the gain is U.S. trade or business income, in which case, if you are a
     foreign corporation (or a foreign entity treated as a corporation), you
     may also be subject to the branch profits tax at a 30% rate or, if
     applicable, a lower treaty rate;

  .  you are a nonresident alien individual, you are present in the United
     States for 183 or more days in the taxable year of disposition and
     certain other requirements are met; or

  .  we are a United States real property holding corporation within the
     meaning of Section 897(c) of the Code, or we have been such a
     corporation at any time during the shorter of the five year period
     ending

                                       13
<PAGE>

    on the date of your sale or other disposition or the period you have held
    the warrant that is sold or otherwise disposed of.

   We believe that we currently are not a United States real property holding
corporation, and we do not anticipate becoming one. No assurance, however, can
be provided that we will not become a United States real property holding
corporation in the future.


   Backup Withholding and Information Reporting


   We must report annually to the Internal Revenue Service and to each non-U.S.
holder the amount of dividends paid to each non-U.S. holder on common stock
(and the tax withheld with respect to the dividends), regardless of whether
withholding was reduced or eliminated by an applicable tax treaty. Pursuant to
tax treaties or other agreements, the Internal Revenue Service may make its
reports available to tax authorities in the recipient's country of residence.

   Backup withholding generally will not apply to payments of dividends made by
us to a non-U.S. holder of common stock if the holder has provided its taxpayer
identification number or the required certification described in "--Dividends
received on stock acquired upon exercise of a warrant" above. Information
reporting may still apply with respect to such dividends even if such
certification is provided. In addition, backup withholding may apply if we have
actual knowledge, or reason to know, that the holder is U.S. person.

   Payments of the proceeds of a disposition of warrants or shares of our
common stock effected by the U.S. office of a broker will be subject to
information reporting and backup withholding tax unless the non-U.S. holder
properly certifies under penalties of perjury as to its foreign status and
certain other conditions are met or otherwise establishes and exemption.
Information reporting requirements and backup withholding generally will not
apply to the payment of the proceeds of the sale of a warrant or our common
stock effected outside the United States by a foreign office of a broker.
However, unless such a broker has documentary evidence in its records that you
are a non-U.S. holder and certain other conditions are met, or you otherwise
establish an exemption, information reporting will apply to a payment of the
proceeds of the sale of a warrant or our common stock effected outside the
United States by such a broker if it:

  . is a United States person,

  .  drives 50% or more of its gross income for certain periods from the
     conduct of a trade or business in the United States,

  .  is a controlled foreign corporation for U.S. federal income tax purposes
     or

  .  is a foreign partnership that, at any time during its taxable year, has
     50% or more of its income or capital interests owned by U.S. persons or
     is engaged in the conduct of a U.S. trade or business.

   Any amounts withheld under the backup withholding rules will be allowed as a
refund or credit against your United States federal income tax liability
provided that the required information is furnished to the IRS.

   United States Federal Estate Tax

   Common stock acquired upon exercise of the warrants will be included in your
estate for United States federal estate tax purposes, unless an applicable
estate tax treaty applies otherwise.

                                       14
<PAGE>

                              PLAN OF DISTRIBUTION

Our Plan of Distribution

   Our common stock offered by this prospectus will be issued upon exercise of
warrants by the warrantholder who exercises them. A warrantholder may at any
time after the date of this prospectus exercise the warrants and receive shares
that are covered by the registration statement of which this prospectus is
part, at any time, subject to our right to suspend exercises if events occur
that require this prospectus to be updated, but our board of directors
concludes that disclosure of the event would adversely affect us.

Expenses; Indemnification

   We will pay for all costs of this registration, including, without
limitation, SEC filing fees and expenses of compliance with state securities or
blue sky laws.

                                 LEGAL MATTERS

   The validity of our common stock issuable upon exercise of the warrants and
offered hereby will be passed upon for us by Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P., New Orleans, Louisiana.

   Certain of the tax consequences relating to the shares of our common stock
issuable upon exercise of the warrants will be passed upon by Vinson & Elkins
L.L.P., Houston, Texas.

                                    EXPERTS

   The consolidated financial statements of US Unwired Inc. appearing in US
Unwired Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2001,
and the statement of assets sold and the related statements of revenues and
expenses of the Sprint Spectrum Albany, Syracuse and Manchester Markets
appearing in US Unwired Inc.'s Current Report on Form 8-K filed with the SEC on
April 1, 2002 have been audited by Ernst & Young LLP, independent auditors, as
set forth in their reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements of US Unwired Inc. and such
statement of assets sold and the related statements of revenues and expenses of
the Sprint Spectrum Albany, Syracuse and Manchester Markets are incorporated
herein by reference in reliance upon such reports given on the authority of
such firm as experts in accounting and auditing.

   The audited historical consolidated financial statements of IWO Holdings,
Inc. and its subsidiaries at December 31, 2000 and 2001 and for the period
January 1, 1999 through December 20, 1999, for the period December 20, 1999
through December 31, 1999 and for the years ended December 31, 2000 and 2001,
incorporated in this prospectus by reference to US Unwired Inc.'s Current
Report on Form 8-K dated April 1, 2002, have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.

                                       15
<PAGE>

                              FINANCIAL STATEMENTS

   Our financial statements are incorporated by reference to our most recent
Form 10-K report and any Form 10-Q reports that we filed after our most recent
Form 10-K report.

   Financial statements of IWO Holdings, Inc. and pro forma financial
statements of us and IWO are each incorporated by reference to our Current
Report on Form 8-K dated April 1, 2002.

   Financial statements may also be included in other SEC filings that are
incorporated into this prospectus by reference. See "Incorporation by
Reference" on page 17 of this prospectus.

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room located at 450 5th Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Our SEC filings are also available to the public from
commercial document retrieval services and at the web site maintained by the
SEC at: http://www.sec.gov. Reports, proxy statements and other information
pertaining to us may also be inspected at the offices of The Nasdaq National
Market, which is located at 1735 K Street, N.W., Washington, D.C. 20006.

   We filed a registration statement on Form S-3 to register with the SEC the
common stock offered by this prospectus. This prospectus is a part of that
registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information you can find in our registration statement or
the exhibits to the registration statement.

   You should rely only on the information or representations provided in this
prospectus or any prospectus supplement. We have not authorized anyone else to
provide you with different information. We are not making an offer of our
securities in any state where the offer is not permitted. The delivery of this
prospectus does not, under any circumstances, mean that there has not been a
change in our affairs since the date of this prospectus. It also does not mean
that the information in this prospectus is correct after this date.

   Our address on the world wide web is http://www.usunwired.com. The
information on our web site is not a part of this document.

                                       16
<PAGE>

                           INCORPORATION BY REFERENCE

   The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this document, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 prior to the completion of the offering of the securities described in
this prospectus:

<TABLE>
<CAPTION>
                   Filings                          Period or Date Filed
                   -------                          --------------------
   <S>                                       <C>
   .  Our Annual Report on Form 10-K         Year ended December 31, 2001
   .  Our Current Reports on Form 8-K        February 14, 2002, March 21, 2002
                                             and April 1, 2002
   .  Our Amendment to Current Report on     March 22, 2002
      Form 8-K
   .  Our Definitive Proxy Statement on      March 22, 2002
      Schedule 14A
   .  The description of US Unwired's class  May 11, 2000
      A common stock set forth in the
      registration statement on Form 8-A
      (File No. 0-22003)
   .  The "Risk Factors" section that        February 11, 2002
      appears on pages 22-38 of the proxy
      statement/prospectus that is part of
      Amendment No. 1 to our registration
      statement on Form S-4, registration
      no. 333-81928
</TABLE>

   In addition to the filings listed above, we incorporate by reference
additional documents that we may file with the SEC between the date of this
document and the date of the completion of the offering of the securities
described in this prospectus. These documents include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.

   You can obtain any of the documents incorporated by reference in this
document from us, or from the SEC through the SEC's Internet world wide web
site at http://www.sec.gov. Documents incorporated by reference are available
from us without charge, excluding any exhibits to those documents, unless the
exhibit is specifically incorporated by reference as an exhibit in this
document. You can obtain documents incorporated by reference in this document
upon written or oral request to us at the following address:

                                   Treasurer
                                US Unwired Inc.
                              901 Lakeshore Drive
                         Lake Charles, Louisiana 70601
                           Telephone: (337) 310-3500
                              Fax: (337) 310-3250
                            Email: ir@usunwired.com

   We have not authorized anyone to give any information or make any
representation about the offering or us that is different from, or in addition
to, that contained in this document. Therefore, if anyone does give you
information of that sort, you should not rely on it. The information contained
in this document speaks only as of the date of this document unless the
information specifically indicates that another date applies.

   Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the
purpose of this prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

                                       17
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

   All capitalized terms used and not defined in Part II of this Registration
Statement shall have the meaning assigned to them in the prospectus which forms
a part of this Registration Statement.

Item 14. Other Expenses of Issuance and Distribution.

   The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the offer and sale of the common stock being registered. All amounts are
estimates except the SEC registration fee.

<TABLE>
   <S>                                                                  <C>
   SEC registration fee................................................ $   278
   Printing expenses................................................... $ 1,500
   Legal fees and expenses............................................. $30,000
   Accounting fees and expenses........................................ $30,000
   Miscellaneous....................................................... $ 2,500
                                                                        -------
     Total............................................................. $64,278
                                                                        =======
</TABLE>

Item 15. Indemnification of Directors and Officers.

   Section 83A(1) of the Louisiana Business Corporation Law permits
corporations to indemnify any person who was or is a party or is threatened to
be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another business,
foreign or nonprofit corporation, partnership, joint venture, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

   Section 83A(2) provides that, in case of actions by or in the right of the
corporation, the indemnity shall be limited to expenses, including attorneys
fees and amounts paid in settlement not exceeding, in the judgment of the board
of directors, the estimated expense of litigating the action to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of such action, and that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable for willful or intentional misconduct in the performance of his duty
to the corporation, unless, and only to the extent that the court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.

   Section 83(B) provides that to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

   Any indemnification under Section 83A, unless ordered by the court, shall be
made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met, and such
determination shall be made:

  .  by the board of directors by a majority vote of a quorum consisting of
     directors who were not parties to such action, suit, or proceeding, or

                                      II-1
<PAGE>

  .  if such a quorum is not obtainable and the board of directors so
     directs, by independent legal counsel, or

  .  by the stockholders.

   The indemnification provided for by Section 83 shall not be deemed exclusive
of any other rights to which the person indemnified is entitled under any
bylaw, agreement, authorization of stockholders or directors, regardless of
whether directors authorizing such indemnification are beneficiaries thereof,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his heirs and legal representative; however, no such other
indemnification measure shall permit indemnification of any person for the
results of such person's willful or intentional misconduct.

   Section 24 of the Louisiana Business Corporation Law provides that the
articles of incorporation of a corporation may contain a provision eliminating
or limiting the personal liability of a director or officer to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director or officer, provided that such provision shall not eliminate or limit
the liability of a director or officer:

  .  for any breach of the director's or officer's duty of loyalty to the
     corporation or its stockholders.

  .  for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law.

  .  who knowingly or without the exercise of reasonable care and inquiry
     votes in favor of a dividend paid in violation of Louisiana law, any
     other unlawful distribution, payment or return of assets to be made to
     the stockholders, or stock purchases or redemptions in violation of
     Louisiana law.

  .  for any transaction from which the director or officer derived an
     improper personal benefit.

   Article VI of US Unwired's Articles of Incorporation contains the provisions
permitted by Section 24 of the Louisiana Business Corporation Law and permits
the Board of Directors to take further action to provide indemnification to,
and limit the liability of, to the full extent permitted by law, the directors
and officers of US Unwired by causing US Unwired to enter into contracts with
our directors and officers, adopting by-laws or resolutions, and causing us to
procure and maintain directors' and officers' liability insurance or other
similar arrangements, notwithstanding that some or all of the members of the
Board of Directors acting with respect to the foregoing may be parties to such
contracts or beneficiaries of such by-laws or resolutions or insurance or
arrangements.

   Article VI permits the Board of Directors to cause US Unwired to approve for
our direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.

   Section 11 of our by-laws makes mandatory the indemnification of any of our
officers and directors against any expenses, costs, attorneys' fees, judgments,
punitive or exemplary damages, fines and amounts paid in settlement actually
and reasonably incurred by him (as they are incurred) by reason of his position
as director or officer of US Unwired or any subsidiary or other specified
positions if he is successful in his defense of the matter on the merits or
otherwise or has been found to have met the applicable standard of conduct.

   The standard of conduct is met when the director or officer is found to have
acted in good faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interest of US Unwired, and, in the case of a criminal
action or proceeding, with no reasonable cause to believe that his conduct was
unlawful. No indemnification is permitted in respect of any matter as to which
a director or officer shall have been finally adjudged by a court of competent
jurisdiction to be liable for willful or intentional misconduct or to have
obtained an improper personal benefit, unless, and only to the extent that the
court shall determine upon application that, in view of all the circumstances
of the case, he is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

                                      II-2
<PAGE>

   Section 11 further provides that indemnification granted pursuant to this
section shall not be deemed exclusive of any other rights to which a director
or officer is or may become entitled under any statute, article of
incorporation, by-law, authorization of stockholders or directors, agreement or
otherwise; and that we intend by this section to indemnify and hold harmless a
director or officer to the fullest extent permitted by law.

   We maintain a directors' and officers' liability insurance policy.

Item 16. Exhibits.

   The following documents are filed herewith or incorporated herein by
reference.

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
  3.1    First Restated Articles of Incorporation of US Unwired Inc.
         (Incorporated by reference to Exhibit 3.1 filed with the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 2000).

  3.2    Form of Second Restated Articles of Incorporation of US Unwired Inc.
         (Incorporated by reference to Exhibit 3.2 filed with the registration
         statement on Form S-4 filed by the Registrant on February 1, 2002,
         Registration no. 333-81928).

  3.3    By-Laws of US Unwired Inc. (Incorporated by reference to Exhibit 3.3
         filed with the registration statement on Form S-4 filed by the
         Registrant and others on December 7, 1999, Registration no.
         333-92271).

  4.1    Specimen of certificate representing the common stock of US Unwired
         Inc. (Incorporated by reference to Exhibit 4.1 filed with the
         registration statement on Form S-3 filed by the Registrant on April 1,
         2002, registration no. 333-         ).

  4.2    Form of Management Warrant (incorporated by reference to Exhibit 10.24
         to IWO Holdings, Inc.'s Registration Statement on Form S-1,
         Registration No. 333-39746, filed on June 21, 2000).

  4.3    Form of Founders Warrant (incorporated by reference to Exhibit 10.1 to
         IWO Holdings, Inc.'s Registration Statement on Form S-1, Registration
         No. 333-39746, filed on June 21, 2000).

  4.4*   Form of Warrant Exchange Agreement dated December 19, 2001, among the
         Registrant, IWO Holdings, Inc., and Steven M. Nielsen.

  4.5*   Form of Warrant Exchange Agreement dated December 19, 2001, among the
         Registrant, IWO Holdings, Inc., and the respective holders of warrants
         other than Steven M. Nielsen.

  5.1**  Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
         regarding the validity of the common stock of the Registrant
         registered hereby.

  8.1*   Opinion of Vinson & Elkins L.L.P. regarding certain of the tax
         consequences relating to the securities registered hereby.

 23.1**  Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
         (included in Exhibit 5.1).

 23.2*   Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1).

 23.3*   Consent of Ernst & Young LLP relating to the consolidated financial
         statements of US Unwired, Inc.

 23.4*   Consent of PricewaterhouseCoopers LLP.

 23.5*   Consent of Ernst & Young LLP relating to the financial statements of
         Sprint Spectrum Albany, Syracuse and Manchester Markets.

 24*     Power of Attorney (see signature page).
</TABLE>
--------
*Filed herewith.
** To be filed by amendment.

                                      II-3
<PAGE>

Item 17. Undertakings

   The Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:

       (i) to include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933,

       (ii) to reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the Registration Statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high and of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) if, in the aggregate, the
    changes in volume and price represent no more than a 20 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective Registration Statement, and

       (iii) to include any material information with respect to the plan
    of distribution not previously disclosed in the Registration Statement
    or any material change to such information in the Registration
    Statement;

  provided, however, that clauses (1)(i) and (1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  clauses is contained in periodic reports filed with or furnished to the
  Commission by the Registrant pursuant to Section 13 or 15(d) of the
  Securities Exchange Act of 1934 that are incorporated by reference in the
  Registration Statement.

     (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.

   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and this offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                      II-4
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lake Charles, State of Louisiana, on the 1st day of
April, 2002.

                                          US UNWIRED INC.

                                                  /s/ Thomas G. Henning
                                          By:__________________________________
                                                    Thomas G. Henning
                                              General Counsel and Corporate
                                                        Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that such person whose signature appears
immediately below constitutes and appoints Thomas G. Henning, Jerry E. Vaughn
and Don Loverich, or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
       /s/ Robert W. Piper             Director, Chief Executive     April 1, 2002
______________________________________  Officer and President
           Robert W. Piper              (Principal Executive
                                        Officer)

       /s/ Jerry E. Vaughn             Chief Financial Officer       April 1, 2002
______________________________________  (Principal Financial
           Jerry E. Vaughn              Officer)

         /s/ Don Loverich              Controller (Principal         April 1, 2002
______________________________________  Accounting Officer)
             Don Loverich

   /s/ William L. Henning, Jr.         Director (Chairman of the     April 1, 2002
______________________________________  Board)
       William L. Henning, Jr.

      /s/ Thomas G. Henning            Director                      April 1, 2002
______________________________________
          Thomas G. Henning
</TABLE>


                                      II-5
<PAGE>

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----
<S>                                    <C>                        <C>
      /s/ Lawrence C. Tucker           Director                      April 1, 2002
______________________________________
          Lawrence C. Tucker

     /s/ Charles T. Cannada            Director                      April 1, 2002
______________________________________
          Charles T. Cannada

     /s/ Henry P. Hebert, Jr.          Director                      April 1, 2002
______________________________________
         Henry P. Hebert, Jr.

                                       Director
______________________________________
        Christopher J. Stadler

                                       Director
______________________________________
          Thomas J. Sullivan

                                       Director
______________________________________
            Harley Ruppert
</TABLE>

                                      II-6
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
  3.1    First Restated Articles of Incorporation of US Unwired Inc.
         (Incorporated by reference to Exhibit 3.1 filed with the Registrant's
         Annual Report on Form 10-K for the year ended December 31, 2000).

  3.2    Form of Second Restated Articles of Incorporation of US Unwired Inc.
         (Incorporated by reference to Exhibit 3.2 filed with the registration
         statement on Form S-4 filed by the Registrant on February 1, 2002,
         Registration no. 333-81928).

  3.3    By-Laws of US Unwired Inc. (Incorporated by reference to Exhibit 3.3
         filed with the registration statement on Form S-4 filed by the
         Registrant and others on December 7, 1999, Registration no.
         333-92271).

  4.1    Specimen of certificate representing the common stock of US Unwired
         Inc. (Incorporated by reference to Exhibit 4.1 filed with the
         registration statement on Form S-3 filed by the Registrant on April 1,
         2002, registration no. 333-      ).

  4.2    Form of Management Warrant (incorporated by reference to Exhibit 10.24
         to IWO Holdings, Inc.'s Registration Statement on Form S-1,
         Registration No. 333-39746, filed on June 21, 2000).

  4.3    Form of Founders Warrant (incorporated by reference to Exhibit 10.1 to
         IWO Holdings, Inc.'s Registration Statement on Form S-1, Registration
         No. 333-39746, filed on June 21, 2000).

  4.4*   Form of Warrant Exchange Agreement dated December 19, 2001, among the
         Registrant, IWO Holdings, Inc., and Steven M. Nielsen.

  4.5*   Form of Warrant Exchange Agreement dated December 19, 2001, among the
         Registrant, IWO Holdings, Inc., and the respective holders of warrants
         other than Steven M. Nielsen.

  5.1**  Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
         regarding the validity of the common stock of the Registrant
         registered hereby.

  8.1*   Opinion of Vinson & Elkins L.L.P. regarding certain of the tax
         consequences relating to the securities registered hereby.

 23.1**  Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
         (included in Exhibit 5.1).

 23.2*   Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1).

 23.3*   Consent of Ernst & Young LLP relating to the consolidated financial
         statements of US Unwired Inc.

 23.4*   Consent of PricewaterhouseCoopers LLP.

 23.5*   Consent of Ernst & Young LLP relating to the financial statements of
         Sprint Spectrum Albany, Syracuse and Manchester Markets.

 24*     Power of Attorney (see signature page).
</TABLE>
--------
* Filed herewith.
** To be filed by amendment.