<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002 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 number 000-22003

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

              Louisiana                                72-1457316
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

          901 Lakeshore Drive
            Lake Charles, LA                              70601
(Address of principal executive offices)               (Zip code)

                                 (337) 436-9000
              (Registrant's telephone number, including area code)


  ..........................................................................
             (Former name, former address and former fiscal year,
                         if changed since last report)

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

There were 128,772,372 shares of common stock, $0.01 par value per share,
outstanding at May 1, 2002.
<PAGE>

Part I  - Financial Information

                                                                         Page
                                                                         ----
Item 1.    Financial Statements

           Condensed Consolidated Balance Sheets.......................    3
           Condensed Consolidated Statement of Operations..............    4
           Condensed Consolidated Statement of Cash Flows..............    5
           Notes to Condensed Consolidated Financial Statements........    6

Item 2.    Management's Discussion and Analysis of Financial Condition
            and Results of Operations..................................   10

Part II    OTHER INFORMATION

Item 2.    Changes in Securities.......................................   17
Item 6.    Exhibits and Reports on Form 8-K............................   18
Signatures.............................................................   18

                                       2
<PAGE>

Part I       Financial Information
Item 1.      Financial Statements

US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

<TABLE>
<CAPTION>

                                                                March 31,      December 31,
                                                                  2002             2001
                                                                ---------      ------------
                                                               (Unaudited)       (Note 1)
<S>                                                             <C>             <C>
                               Assets
Current assets:
      Cash and cash equivalents                                 $  58,728        $ 100,589
      Subscriber receivables, net                                  33,386           30,011
      Other receivables                                               658           10,042
      Inventory                                                     3,873            7,691
      Prepaid expenses and other assets                            11,090            9,373
      Receivables from related parties                                914              705
      Receivables from officers                                       138              138
                                                                ---------        ---------
      Total current assets                                        108,787          158,549

Property and equipment, net                                       310,347          255,761
Goodwill and other intangibles, net                                85,517           32,840
Notes receivable from unconsolidated affiliates                     1,753            1,735
Other assets                                                       26,183           25,649
                                                                ---------        ---------
Total assets                                                    $ 532,587        $ 474,534
                                                                =========        =========

                   Liabilities and stockholders' equity

Current liabilities:
      Accounts payable                                          $  19,996        $  26,602
      Accrued expenses                                             40,292           27,156
      Current maturities of long term obligations                     699              693
                                                                ---------        ---------
      Total current liabilities                                    60,987           54,451

Long term obligations, net of current maturities                  387,518          338,675
Deferred gain                                                      37,290           38,216
Investments in and advances to unconsolidated affiliates            3,377            3,554

Stockholders' equity:
      Common stock                                                    859              844
      Additional paid in capital                                  217,250          185,127
      Retained deficit                                           (174,694)        (146,333)
                                                                ---------        ---------
      Total stockholders' equity                                   43,415           39,638
                                                                ---------        ---------
      Total liabilities and stockholders' equity                $ 532,587        $ 474,534
                                                                =========        =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

<TABLE>
<CAPTION>

                                                                    For the three months ended
                                                                              March 31,
                                                                        2002             2001
                                                                        ----             ----
<S>                                                                 <C>              <C>
Revenues:
       Subscriber                                                   $ 56,115         $ 27,031
       Roaming                                                        30,743           15,020
       Merchandise sales                                               4,287            4,437
       Other revenue                                                     925            1,405
                                                                    --------         --------
       Total revenue                                                  92,070           47,893
Expense:
       Cost of service                                                39,975           21,149
       Merchandise cost of sales                                       7,990           10,245
       General and administrative                                     25,969           12,228
       Sales and marketing                                            21,544           15,754
       Non-cash stock compensation                                     1,166            1,322
       Depreciation and amortization                                  14,185           14,261
                                                                    --------         --------
       Total operating expense                                       110,829           74,959
                                                                    --------         --------
Operating loss                                                       (18,759)         (27,066)
Other income (expense):
       Interest expense                                              (10,107)          (6,722)
       Gain on sale of assets                                             --              946
                                                                    --------         --------
       Total other expense                                           (10,107)          (5,776)
                                                                    --------         --------

Loss before equity in income of unconsolidated affiliates            (28,866)         (32,842)
Equity in income of unconsolidated affiliates                            505              255
                                                                    --------         --------
Net loss                                                            $(28,361)        $(32,587)
                                                                    ========         ========
Basic and diluted loss per share                                    $  (0.33)        $  (0.40)
                                                                    ========         ========
Weighted average outstanding common shares                            84,856           80,723
                                                                    ========         ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                                                               For the three months ended
                                                                       March 31,
                                                                  2002          2001
                                                                  ----          ----
<S>                                                               <C>          <C>
               Cash flows from operating activities

Net cash provided by (used in) operating activities               $   3,413     $ (8,459)

               Cash flows from investing activities

Payments for the purchase of equipment                              (39,258)     (21,644)
Acquisition of business, net of cash acquired                       (55,265)          --
Proceeds from sale of assets                                         10,016        4,382
Sale of marketable securities                                            --      176,705
Purchase of marketable securities                                        --      (12,544)
Investments in unconsolidated affiliates                                 --         (273)
                                                                  ---------     --------
Net cash (used in) provided by investing activities                 (84,507)     146,626


               Cash flows from financing activities

Proceeds from long-term debt                                         40,000          ---
Proceeds from stock options exercised                                   167          116
Principal payments of long-term debt                                   (171)        (169)
Debt issuance costs                                                    (763)        (130)
                                                                  ---------    ---------
Net cash provided by (used in) financing activities                  39,233         (183)
                                                                  ---------    ---------
Net (decrease) increase in cash and cash equivalents                (41,861)     137,984

Cash and cash equivalents at beginning of period                    100,589       15,136
                                                                  ---------    ---------
Cash and cash equivalents at end of period                        $  58,728    $ 153,120
                                                                  =========    =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)

1.   Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with accounting principles generally accepted
     in the United States for interim financial information and with the
     instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
     they do not include all of the information and footnotes required by
     accounting principles generally accepted in the United States for complete
     financial statements. In the opinion of management, all adjustments
     (consisting of normal recurring accruals) considered necessary for fair
     presentation have been included. Operating results for the three-month
     period ended March 31, 2002 are not necessarily indicative of the results
     that may be expected for the year ending December 31, 2002.

     The condensed consolidated balance sheet at December 31, 2001 has been
     derived from the audited financial statements at that date but does not
     include all of the information and footnotes required by accounting
     principles generally accepted in the United States for complete financial
     statements. The condensed consolidated financial statements contained
     herein should be read in conjunction with the financial statements and
     notes included in the Form 10-K for US Unwired Inc. for the year ended
     December 31, 2001, filed on March 5, 2002 with the Securities and Exchange
     Commission.

2.   Description of the Organization

     US Unwired Inc. ("the Company") is principally engaged in the ownership and
     operation of wireless communications systems, consisting of personal
     communications systems ("PCS"), cellular and paging communication systems
     in the southeastern and northeastern regions of the United States.

     On March 8, 2002, the Company acquired 100% of the ownership interests of
     Georgia PCS Management, LLC (Georgia PCS) for approximately $84.5 million.
     The service area of Georgia PCS is adjacent to the Company's existing
     markets and is also adjacent on the north and the south to Atlanta, where
     service is provided by Sprint PCS. Georgia PCS has completed its initial
     build out, and as of March 8, 2002 provided network coverage to
     approximately 70% of the 1.4 million residents in its service area. As a
     result, management believes that it has access to some of the most
     attractive and fastest growing markets in the southeastern United States
     and allows the Company to leverage its existing operations and experience
     with other markets in the Company's territory. An aggregate 5.4 million
     Class A common shares of the Company's stock valued at $28.4 million were
     exchanged for the outstanding membership units of Georgia PCS. The value of
     the 5.4 million shares issued was based on the average market price of the
     Company's common shares over the period including the five days before and
     after the first day the number of common shares to be issued became fixed.
     Of the Company's 5.4 million Class A common shares issued, 1.1 million
     shares are being held in escrow pending resolution of certain post closing
     adjustments. In connection with the merger, the Company repaid
     approximately $54.3 million of Georgia PCS's indebtedness and other
     obligations and entered into an amended and restated credit agreement
     related to the Company's senior credit facility. The Company has incurred
     approximately $1.8 million in closing costs associated with the
     acquisition. The acquisition has been accounted for using the purchase
     method of accounting. The aggregate purchase price has been allocated to
     the assets acquired and liabilities assumed based the Company's estimate of
     their fair values. The excess of the purchase price over the fair value of
     the net identifiable assets has been allocated to goodwill. The Company's
     operating results for the three-month period ended March 31, 2002 include
     the operating results of Georgia PCS since the date of acquisition, March
     8, 2002.

     On April 1, 2002, the Company acquired 100% of the outstanding stock of IWO
     Holdings Inc. ("IWO"). IWO provides PCS services and related products to
     customers in the northeastern United States as part of Sprint PCS's
     network. IWO's service area consists of a large portion of upstate New

                                       6
<PAGE>

     York, New Hampshire, Vermont and portions of Massachusetts and Pennsylvania
     with a total population of approximately 6.3 million residents. Each share
     of IWO stock was converted to 1.0371 shares of US Unwired Class A common
     stock. As a result, approximately 37.6 million outstanding shares of IWO
     stock were converted to approximately 39.0 million shares of US Unwired
     Class A common stock. In addition, 6.9 million shares of Class A common
     stock are reserved for issuance upon exercise of IWO options, IWO Founders
     and Management Warrants and IWO High Yield Warrants based upon the same
     conversion ratio.

     In conjunction with the acquisition of IWO and effective on the April 1,
     2002 date of the merger, the stockholders, approved and adopted amendments
     of the Second Restated Articles of Incorporation of the Company to provide
     for the reclassification of each share of Class B common stock to Class A
     common stock; the change of the name of Class A common stock to "common
     stock"; the addition of the 300 million authorized shares of Class B Common
     Stock to the existing 500 million shares of Class A common stock; and the
     deletion of references of the two classes of common stock and of the
     special provisions to the two classes of common stock.

     Because the acquisition occurred on April 1, 2002, the accompanying March
     31, 2002 financial statements do not include financial information for IWO.
     For additional information on IWO, refer to the Company's Form S-4s filed
     with the Securities and Exchange Commission on February 1, 2002 and
     February 11, 2002 and the Company's Form 8-Ks filed with the Securities and
     Exchange Commission on April 1, 2002 and April 8, 2002.

3.   Details of Certain Balance Sheet Accounts

     Major categories of property and equipment consisted of the following:

                                                 March 31,      December 31,
                                                   2002            2001
                                                   ----            ----
                                                      (In thousands)
     Land                                           $722            $656
     Buildings and leasehold improvements         12,265          11,418
     Facilities and equipment                    405,603         337,955
     Furniture, fixtures and vehicles              6,893           6,447
     Construction in progress                     13,497          15,750
                                                  ------          ------
                                                 438,980         372,226
     Less accumulated depreciation               128,633         116,465
                                                 -------         -------
                                                $310,347        $255,761
                                                ========        ========

     Goodwill and other intangibles consisted of the following:

                                            March 31,       December 31,
                                              2002              2001
                                              ----              ----
                                                   (In thousands)

     Goodwill                                 $52,159         $31,032
     Sprint affiliation agreement              16,500              --
     Subscriber base                           24,324          12,024
                                              -------         -------
                                               92,983          43,056

     Less: accumulated amortization             7,466          10,216
                                              -------         -------
                                              $85,517         $32,840

                                       7
<PAGE>

4.   Long-Term Obligations

     Long-term obligations consisted of the following:

<TABLE>
<CAPTION>

                                                          March 31,       December 31,
                                                             2002             2001
                                                             ----             ----
                                                               (In thousands)
<S>                                                        <C>              <C>
    Debt outstanding under senior credit facilities:
       Senior subordinated discount notes                  $286,389         $277,369
       Bank credit facility                                  90,000           50,000
       Capital leases                                         7,588            7,691
       Other financing                                        4,240            4,308
                                                           --------         --------
    Total long-term obligations                             388,217          339,368
    Less current maturities                                     699              693
                                                           --------         --------
    Long-term obligations, excluding current maturities    $387,518         $338,675
                                                           ========         ========
</TABLE>

     On October 29, 1999, the Company issued $400 million in aggregate principal
     amount of its 13 3/8% Senior Subordinated Discount Notes due November 1,
     2009 ("the Notes"). The Notes were issued at a substantial discount such
     that the Company received gross proceeds of approximately $209.2 million.
     The Notes increase in value daily, compounded twice per year, at the rate
     of 13 3/8% per year until November 1, 2004. On that date, the value of the
     Notes will be equal to the face amount of the Notes and interest will begin
     to accrue at the rate of 13 3/8% per year. The Company will be required to
     pay the accrued interest beginning May 1, 2005, and on each November 1 and
     May 1 thereafter. The Notes are a general unsecured obligation of the
     Company, except for the limited security provided by a pledge agreement by
     LA Unwired. The Notes rank junior to all existing and future senior debt of
     the Company and equal in right of payment of any future senior subordinated
     indebtedness of the Company.

     The Notes are fully, unconditionally, and jointly and severally guaranteed
     by all of the Company's subsidiaries: LA Unwired and Unwired Telecom Corp.
     ("Unwired Telecom"). Each of the guarantees is a general unsecured
     obligation of the guarantor. Each of the guarantees ranks equally in right
     of payment with the guarantor's future senior subordinated indebtedness and
     is subordinated in right of payment to all existing and future senior debt
     of the guarantor. The parent Company, US Unwired, has no independent assets
     or operations.

     Effective March 8, 2002 and in connection with the acquisition of Georgia
     PCS, the Company entered into an amended and restated credit agreement
     related to its senior credit facility that expanded its credit facility
     from $130 million to $170 million. The amended credit facility provides for
     an $80 million reducing revolving credit facility and a $90 million loan.
     Borrowings of $40 million under this senior credit facility were used to
     finance the acquisition of Georgia PCS. The credit facility matures in
     2008. At March 31, 2002, the Company had $80.0 million available under this
     facility.

     The reducing revolver is permanently reduced in quarterly installments
     beginning June 2002 in amounts that vary between $1.3 million and $6.0
     million. The term loans will be repaid in quarterly installments beginning
     on June 30, 2003 and ending December 31, 2007, in varying amounts between
     $1.3 million and $3.8 million with a final quarterly installment due on
     March 31, 2008 of $38.4 million. All loans made under the senior credit
     facility bear interest at variable rates tied to the prime rate, the
     federal funds rate or LIBOR. The credit facility is secured by all of the
     assets of the Company and its subsidiaries (other than property owned by
     IWO which the Company acquired on April 1, 2002). Additionally, the senior
     credit facility is subject to certain restrictive covenants.

                                       8
<PAGE>

5.   Goodwill and Other Intangible Assets - Adoption of Statement 142

     In June 2001, the Financial Accounting Standards Board issued Statements of
     Financial Accounting Standards No. 141, Business Combinations, and No. 142,
     Goodwill and Other Intangible Assets, effective for years beginning after
     December 15, 2001. Under the new rules, goodwill and intangible assets
     deemed to have indefinite lives will no longer be amortized but will be
     subject to annual impairment tests in accordance with the Statement. Other
     intangible assets will continue to be amortized over their useful lives.

     The Company adopted these new rules on accounting for goodwill and other
     intangible assets on January 1, 2002. During the second quarter of 2002,
     the Company will complete the first of the required impairment tests of
     goodwill and indefinite lived assets as of January 1, 2002 and does not
     believe that the adoption of this provision of the new rules will have a
     material adverse impact on the Company's financial statements.

     The following information provides net loss and net loss per share
     information for the three-month period ended March 31, 2001 adjusted to
     exclude amortization expense recognized in this period related to goodwill.

                                                      Three-month period
                                                     ended March 31, 2001
                                                     --------------------
                                                        (In thousands)
          Reported net loss                                $(32,587)
          Add back:  Goodwill amortization                      497
                                                           --------
          Adjusted net loss                                $(32,090)
                                                           =========

     Basis and diluted loss per share:

                                                     Three-month period
                                                     ended March 31, 2001
                                                     --------------------
          Reported net loss                                 $(.40)
          Add back:  Goodwill amortization                     --
                                                            -----
          Adjusted net loss                                 $(.40)
                                                            =====

6.   Change in Accounting Estimate

     Effective July 1, 2001, the Company revised its estimated lives for certain
     depreciable assets. The estimated lives of network switch equipment was
     increased from five to seven years, cell site towers from five to 10 years
     and related cell site equipment was increased from five to seven years. The
     Company revised these estimates after considering the impact of certain
     upgrades to its network that management believes extends the useful lives
     of these assets. This change resulted in a reduction of depreciation
     expense of approximately $5.9 million for the three-month period ended
     March 31, 2002.

7.   Commitments and Contingencies

     The Company's PCS licenses are subject to a requirement that the Company
     construct network facilities that offer coverage to 25% of the population
     or have substantial service in each of its Business Trading Areas ("BTAs")
     within five years from the grant of the licenses. As of March 31, 2002,
     management believes Sprint PCS has met the requirements necessary for the
     licenses that the Company operates for Sprint PCS under the Sprint PCS
     management agreements. Management also believes that it has met meet the
     requirements for all other PCS licenses by the required date in April 2002.

8.   Income Taxes

     The Company's effective income tax rate for the interim periods presented
     is based on management's estimate of the Company's effective tax rate for
     the applicable year and differs from the federal

                                       9
<PAGE>

     statutory income tax rate primarily due to nondeductible permanent
     differences, state income taxes and changes in the valuation allowance for
     deferred tax assets.

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

This report contains forward-looking statements, which are statements about
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 speak only as of the date of this report. They
involve known and unknown risks, uncertainties and other factors that may cause
actual results to be materially different. In addition to the investment
considerations described elsewhere, specific factors that might cause such a
difference include, but are not limited to (i) our ability to integrate
operations and finance future growth opportunities; (ii) our dependence on
Sprint PCS; (iii) our ability to expand our Sprint PCS network or to upgrade the
Sprint PCS network to accommodate new technologies; (iv) limited operating
history in the PCS market and anticipation of future losses; (v) potential
fluctuations in operating results; (vi) changes or advances in technology; (vii)
changes in law or government regulation; (viii) competition in the industry and
markets in which we operate; (ix) future acquisitions; (x) our ability to
attract and retain skilled personnel; (xi) our dependence on contractor and
consultant services, network implementation and information technology support;
(xii) our potential inability to expand the services and related products we
provide in the event of substantial increases in demand in excess of supply for
network and handset equipment and related services and products; (xiii) the
availability at acceptable terms of sufficient funds to pay for our business
plans; (xiv) changes in labor, equipment and capital costs; (xv) any inability
to comply with the indentures that govern our senior notes or credit agreements;
(xvi) changes in management; and (xvii) general economic and business
conditions.

You should not rely too heavily on any forward-looking statement. We cannot
assure you that our forward-looking statements will prove to be correct. We have
no obligation to update or revise publicly any forward-looking statement based
on new information, future events or otherwise. This discussion should be read
in conjunction with our financial statements included in this report and with
the financial statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations and with risk factors identified in
Investment Considerations that are included in the Form 10-K for US Unwired Inc.
for the year ended December 31, 2001, filed on March 5, 2002 with the Securities
and Exchange Commission ("SEC").

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to bad debts,
activation fee revenues and related expense, revenue recognition of credit
challenged customers, contract cancellation fees, inventory reserves, intangible
assets and contingencies. We base our estimates on historical experience and
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may vary from these estimates under different
assumptions or conditions.

We believe the following critical accounting policies affect our significant
judgments and estimates used in the preparation of our consolidated financial
statements.

We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of customers to make payments. If the financial conditions of our
customers deteriorate, resulting from the customers' inability to make payments,
additional allowances will be required.

                                       10
<PAGE>

We provide additional allowances for economically challenged customers that have
been granted limited credit and recognize the revenue only after the customer
has made an initial payment. If these credit challenged customers fail to make
payments after making an initial payment, additional allowances may be required.

We recognize only a portion of contract cancellation fees billed to customers
that disconnect service prior to fulfilling the contractual length of service,
as there is no assurance that all contract cancellation fees that are billed
will be collected. If the collections on contract cancellation fees are less
than that recognized, additional allowances may be required.

We defer revenues collected for activation fees over the estimated life of the
subscriber relationship, which we believe to be 15-24 months, based upon our
historical trends of average customer lives and discussions with Sprint PCS. We
also defer an activation expense in an amount equal to activation fee revenue
and defer this expense in an amount equal to the activation fee revenue over the
life of the subscriber relationship. If the estimated life of the subscriber
relationship increases or decreases, the amounts of deferred revenue and
deferred expense will be adjusted over the revised estimated life of the
subscriber relationship.

We write down our inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of inventory and the estimated market
value based upon assumptions about future demand and market conditions. If
actual market conditions are less favorable than those projected by management,
additional inventory write-downs may be necessary.

We accrue commissions and other costs related to national retailers based upon
their sales to new subscribers. The national retailers receive both commission
and, because the handset is typically sold below cost, a reimbursement for the
difference between the sales price and the cost. Depending on the level of sales
and other factors, our estimates of the amounts accrued for commissions and
other costs owed to such retailers may require modification of our previous
estimates.

We rely on Sprint PCS for much of our billing information and based upon the
timing of that information, make certain assumptions that the information is
accurate and that it is consistent with historical trends. While we believe our
basis for making such assumptions reasonable, actual results may vary from these
estimates.

Overview

Through our subsidiary, Louisiana Unwired, LLC ("LA Unwired"), we provide
wireless personal communication services, commonly referred to as PCS, to 11.3
million residents in Louisiana, Texas, Florida, Arkansas, Mississippi, Georgia
and Alabama. 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 our service
area which is among the largest in population and subscribers of the Sprint PCS
network partners and is contiguous with Sprint PCS's launched markets of
Houston, Dallas, Atlanta, Little Rock, New Orleans, Birmingham, Tallahassee,
Jacksonville and Memphis.

On March 8, 2002, we acquired 100% of the ownership interests of Georgia PCS
Management, LLC (Georgia PCS) for approximately $84.5 million. The service area
of Georgia PCS is adjacent to the Company's existing markets and is also
adjacent on the north and the south to Atlanta, where service is provided by
Sprint PCS. Georgia PCS has completed its initial build out, and as of March 8,
2002 provided network coverage to approximately 70% of the 1.4 million residents
in its service area. An aggregate 5.4 million Class A common shares of our stock
valued at $28.4 million was exchanged for the outstanding membership units of
Georgia PCS. The value of the 5.4 million shares issued was based on the average
market price of our common shares over the period including the five days before
and after the first day the number of common shares to be issued became fixed.
Of our 5.4 million Class A common shares issued, 1.1 million shares are being
held in escrow pending resolution of certain post closing adjustments. In

                                       11
<PAGE>

connection with the merger, we repaid approximately $54.3 million of Georgia
PCS's indebtedness and other obligations and entered into an amended and
restated credit agreement related to our senior credit facility. We have
incurred an approximately $1.8 million in closing costs associated with the
acquisition. The acquisition has been accounted for using the purchase method of
accounting. The aggregate purchase price has been allocated to the assets
acquired and liabilities assumed based on our initial estimate of our fair
values. The excess of the purchase price over the fair value of the net
identifiable assets has been allocated to goodwill. Our operating results for
the three-month period ended March 31, 2002 include the operating results of
Georgia PCS since the date of acquisition, March 8, 2002.

On April 1, 2002, we acquired 100% of the outstanding stock of IWO Holdings Inc.
("IWO"). IWO provides PCS services and related products to customers in the
northeastern United States as part of Sprint PCS's network. IWO's service area
consists of a large portion of upstate New York, New Hampshire, Vermont and
portions of Massachusetts and Pennsylvania with a total population of
approximately 6.3 million residents. Each share of IWO stock was converted to
1.0371 shares of US Unwired Class A common stock. As a result, approximately
37.6 million outstanding shares of IWO stock were converted to approximately
39.0 million shares of US Unwired Class A common stock. In addition, 6.9 million
shares of Class A common stock are reserved for issuance upon exercise of IWO
options, IWO Founders and Management Warrants and IWO High Yield Warrants based
upon the same conversion ratio. Because the acquisition occurred on April 1,
2002, the Company's March 31, 2002 financial statements do not include financial
information for IWO.

We currently provide Sprint PCS service to all 49 of our geographical areas,
known as basic trading areas, BTAs or markets. A market is a geographical area
in which we operate, and, in total, our service area consists of 49 markets. We
have completed the initial network build-out plan and have met the Sprint PCS
management agreement requirement to provide network coverage to 65% of the
resident population in our service area. We are continuing to expand our service
by upgrading network equipment and adding cell sites in certain markets that we
believe will help us provide better service.

We have added 73,300 PCS subscribers since December 31, 2001 and as of March 31,
2002 had approximately 350,300 PCS subscribers. The number of new subscribers
includes 41,100 subscribers that joined us on March 8, 2002 as a result of our
acquisition of Georgia PCS. Inclusive of Georgia PCS, we provided network
coverage to approximately 7.9 million residents out of approximately 11.3
million total residents or 71% of the people in our service area. The number of
people in our service area does not represent the number of Sprint PCS
subscribers that we expect to have in our service area.

In October 2000, we amended our management agreements with Sprint PCS. Effective
June 2001, Sprint PCS began providing billing and customer care services for new
PCS subscribers added in certain markets where we had previously provided these
services. We completed the migration of a substantial portion of our customer
base to Sprint PCS's billing and customer care platform in January 2002. On an
ongoing basis, we plan to continue to perform network capacity monitoring and
planning as well as limited customer care services. As a part of the amendment,
Sprint PCS has also agreed to not change the reciprocal Sprint roaming rate of
$0.20 per minute through December 2002 for Sprint PCS subscribers for all of our
markets except those associated with the Georgia PCS acquisition, where the
reciprocal rate is $.10 per minute.

We also provide cellular and paging services in parts of Louisiana through our
wholly owned subsidiary, Unwired Telecom Corporation ("Unwired Telecom"). As of
March 31, 2002, we had approximately 32,000 cellular and 12,000 paging
subscribers.

We have experienced significant competition in our cellular markets from digital
technologies that has resulted in an erosion of our cellular and paging customer
base. In an effort to revitalize this part of our operation, we elected to
enhance our cellular network to include TDMA digital technology. TDMA is one of
three digital technologies in the United States and each uses a different
digital language to send calls. Several providers, such as AT&T Wireless, Dobson
Communications and Triton PCS, have chosen TDMA. In 2001, we completed the
upgrade of our cellular network to include TDMA digital and expanded service to
our cellular subscribers to now include voice mail notification, call waiting,
caller identification and text

                                       12
<PAGE>

messaging. We anticipate this upgrade will make us more competitive and provide
increased service and roaming capacity.

Results of Operations

Three-Month Period Ended March 31, 2002 Compared to Three-Month Period Ended
March 31, 2001

Revenues

                                         Three-month period ended March 31,
                                               2002               2001
                                               ----               ----
                                                 (In thousands)

          Subscriber revenues               $56,115            $27,031
          Roaming revenues                   30,743             15,020
          Merchandise sales                   4,287              4,437
          Other revenues                        925              1,405
                                            -------            -------
                Total revenues              $92,070            $47,893
                                            =======            =======

Subscriber revenues

Total subscriber revenues were $56.1 million for the three-month period ended
March 31, 2002 as compared to $27.0 million for the three-month period ended
March 31, 2001, representing an increase of $29.1 million. PCS subscriber
revenues were $52.7 million for the three-month period ended March 31, 2002 as
compared to $22.3 million for the three-month period ended March 31, 2001,
representing an increase of $30.4 million and was primarily the result of an
increase in PCS subscribers to 350,300 at March 31, 2002 from 172,400 at March
31, 2001. The increase includes 41,100 subscribers added at the March 8, 2002
acquisition date of Georgia PCS. Cellular and paging subscriber revenues were
$3.4 million for the three-month period ended March 31, 2002 as compared to $4.7
million for the three-month period ended March 31, 2001, representing a $1.3
million decrease and was primarily the result of a decrease to 44,000 cellular
and paging subscribers at March 31, 2002 from 65,200 cellular and paging
subscribers at March 31, 2001.

Roaming revenues

Roaming revenues were $30.7 million for the three-month period ended March 31,
2002 as compared to $15.0 million for the three-month period ended March 31,
2001, representing an increase of $15.7 million. PCS roaming revenues were $27.8
million for the three-month period ended March 31, 2002 as compared to $12.8
million for the three-month period ended March 31, 2001, representing an
increase of $15.0 million and was primarily the result of a higher volume of
Sprint PCS(R) subscribers traveling through our markets and the expansion of our
network coverage that included our Georgia PCS markets acquired on March 8,
2002. We operated 49 PCS markets at March 31, 2002 as compared to 37 PCS markets
at March 31, 2001 and are continuing to expand our service by upgrading network
equipment and adding cell sites in certain markets that we believe will help us
provide better service. Cellular roaming revenues were $2.9 million for the
three-month period ended March 31, 2002 as compared to $2.2 million for the
three-month period ended March 31, 2001, representing an increase of $.7 million
and was primarily the result of higher usage in our service area. We believe
that this is partially due to upgrading our cellular network to a TDMA
technology.

Merchandise sales

Merchandise sales were $4.3 million for the three-month period ended March 31,
2002 as compared to $4.4 million for the three-month period ended March 31,
2001, representing a decrease of $.1 million. PCS merchandise sales were $4.2
million for the three-month period ended March 31, 2002 as compared to $4.3
million for the three-month period ended March 31, 2001, representing a decrease
of $.1 million. We

                                       13
<PAGE>

added a total of 32,200 new subscribers during the three-month period ended
March 31, 2002 not including the 41,100 Georgia PCS subscribers that joined us
on the March 8, 2002 acquisition date. During the three month period ended March
31, 2001, we added 46,400 subscribers. The decrease in revenues when comparing
the periods is the result of fewer handset sales at a higher per subscriber
sales price. Despite the higher sales price, the cost of handsets typically
exceeds the amount received from our subscribers because we subsidize the price
of handsets to remain competitive in the marketplace. Cellular and paging
merchandise sales were unchanged at $.1 million for the three-month period ended
March 31, 2002 and the three-month period ended March 31, 2001.

Other revenues

Other revenues were $.9 million for the three-month period ended March 31, 2002
as compared to $1.4 million for the three-month period ended March 31, 2001,
representing a decrease of $.5 million. PCS other revenues were $.6 million for
the three-month period ended March 31, 2002 as compared to $.2 million for the
three-month period ended March 31, 2001, representing an increase of $.4 million
and was due to an increase in access fees received from long distance carriers
to use our network. Corporate management other revenues were $.3 million for the
three-month period ended March 31, 2002 as compared to $1.2 million for the
three-month period ended March 31, 2001, representing a decrease of $.9 million
due to a decrease in management services provided to our affiliates.

Operating Expenses

                                             Three-month period ended March 31,
                                                  2002               2001
                                                  ----               ----
                                                       (In thousands)
          Cost of service                      $ 39,975            $21,149
          Merchandise cost of sales               7,990             10,245
          General & administrative               25,969             12,228
          Sales & marketing                      21,544             15,754
          Non-cash stock compensation             1,166              1,322
          Depreciation & amortization            14,185             14,261
                                               --------            -------
                Total operating expenses       $110,829            $74,959
                                               ========            =======

Cost of service

Cost of service was $40.0 million for the three-month period ended March 31,
2002 as compared to $21.1 million for the three-month period ended March 31,
2001, representing an increase of $18.9 million. PCS cost of service was $38.6
million for the three-month period ended March 31, 2002 as compared to $19.5
million for the three-month period ended March 31, 2001, representing an
increase of $19.1 million, which primarily related to an increase of $15.7
million in carrier roaming charges and an increase of $3.3 million in circuit
and usage costs as a result of our larger subscriber base and market coverage.
Cellular cost of service was $1.4 million for the three-month period ended March
31, 2002 as compared to $1.6 million for the three-month period ended March 31,
2001, representing a decrease of $.2 million and was primarily related to a
decrease in our cellular and paging subscriber base and lower clearing house
charges.

Merchandise cost of sales

Merchandise cost of sales was $8.0 million for the three-month period ended
March 31, 2002 as compared to $10.3 million for the three-month period ended
March 31, 2001, representing a decrease of $2.3 million. PCS merchandise cost of
sales was $7.5 million for the three-month period ended March 31, 2002 as
compared to $9.8 million for the three-month period ended March 31, 2001,
representing a decrease of $2.3 million. We added a total of 32,200 new
subscribers during the three-month period ended March 31, 2002 not including the
41,100 Georgia PCS subscribers that joined us on the March 8, 2002 acquisition
date. During the three-month period ended March 31, 2001, we added 46,400
subscribers. The decrease in

                                       14
<PAGE>

merchandise cost when comparing the periods is the result of fewer handset
sales. The cost of handsets typically exceeds the amount received from our
subscribers because we subsidize the price of handsets to remain competitive in
the marketplace. Additionally, for the three-month period ended March 31, 2002,
we elected, in conformance with Sprint PCS, to recognize the costs associated
with our customers upgrading handsets as an administrative expense. This
resulted in presenting approximately $1.1 million as general and administrative
expense previously recognized as merchandise cost of sales. This information was
not available for the three-month period ended March 31, 2001 and is included in
merchandise cost of sales. Any comparisons should take this into consideration.
Cellular and paging merchandise cost of sales were unchanged at $.5 million for
the three-month period ended March 31, 2002 and the three-month period ended
March 31, 2001. We also subsidize the price of cellular handsets to remain
competitive in the marketplace.

General and administrative expenses

General and administrative expenses were $25.9 million for the three-month
period ended March 31, 2002 as compared to $12.2 million for the three-month
period ended March 31, 2001, representing an increase of $13.7 million. PCS
general and administrative expense was $24.6 million for the three-month period
ended March 31, 2002 as compared to $9.3 million for the three-month period
ended March 31, 2001, representing an increase of $15.3 million and was
primarily related to billing cost, servicing costs and bad debt expense as the
number of PCS subscribers increased to 350,300 at March 31, 2002 from 172,400 at
March 31, 2001 and overall market expansion increased to 49 PCS markets at March
31, 2002 from 37 markets at March 31, 2001. Cellular and paging general and
administrative expenses were $1.0 million for the three-month period ended March
31, 2002 as compared to $1.7 million for the three-month period ended March 31,
2001, representing a decrease of $.7 million which is reflective of lower
administrative costs relative to the decrease in cellular and paging subscriber
base. Unallocated corporate general and administrative expenses were $.3 million
at March 31, 2002 as compared to $1.2 million at March 31, 2001, representing a
decrease of $.9 million and related to decreased administrative support for
affiliated companies.

Sales and marketing expenses

Sales and marketing expenses were $21.5 million for the three-month period ended
March 31, 2002 as compared to $15.8 million for the three-month period ended
March 31, 2001, representing an increase of $5.7 million. PCS sales and
marketing expenses were $20.5 million for the three-month period ended March 31,
2002 as compared to $14.7 million for the three-month period ended March 31,
2001, representing an increase of $5.8 million that primarily relates to
increases in local media advertising, direct selling headcount and commissions
paid to local and national third party retailers contracted to sell our product.
Including the effect of our March 8, 2002 acquisition of Georgia PCS, PCS
subscribers increased to 350,300 at March 31, 2002 from 172,400 at March 31,
2001; network coverage increased to 49 PCS markets at March 31, 2002 from 37 PCS
markets at March 31, 2001; and 38 PCS retail outlets were open at March 31, 2002
as compared to 25 at March 31, 2001. Cellular and paging sales and marketing
expenses were $1.0 million for the three-month period ended March 31, 2002 as
compared to $1.1 million for the three-month period ended March 31, 2001,
representing a decrease of $.1 million and was related to the decrease in our
cellular and paging subscriber base.

Non-cash stock compensation

Non-cash compensation was $1.2 million for the three-month period ended March
31, 2002 as compared to $1.3 million for the three-month period ended March 31,
2001, representing a decrease of $0.1 million which was primarily due to
forfeitures of options granted to employees terminated prior to the vesting of
their options. The non-cash stock compensation consists of compensation expense
related to the granting of certain stock options for the Company's stock in July
1999 and January 2000 with the exercise prices less than the market value of the
Company's stock at the date of the grant. The non-cash stock compensation
expense is being amortized over a four-year period representing the vesting of
the options. Non-cash compensation includes $18,200 related to technical
salaries in cost of services, $119,100 related to salaries in sales and
marketing and $1.0 million related to salaries in general and administrative.

                                       15
<PAGE>

Depreciation and amortization expense

Depreciation and amortization expense was unchanged at $14.2 million for the
three-month period ended March 31, 2002 and the three-month period ended March
31, 2001. PCS depreciation and amortization expense was $11.5 million for the
three-month period ended March 31, 2002 as compared to $11.8 million for the
three-month period ended March 31, 2001, representing a decrease of $.3 million.
Net property and equipment for our PCS markets increased to $286.6 million at
March 31, 2002 from $199.2 million at March 31, 2001, including $34.9 million
associated with the Georgia PCS acquisition. The decrease in depreciation
expense for the three-month period ended March 1, 2002 benefited from a change
in estimate of the useful lives of certain depreciable assets in July 2001.
Effective July 2001, we revised the useful lives of certain depreciable assets
that resulted in a reduction of $5.9 million in depreciation expense for
three-month period ended March 31, 2002. The estimated lives of network switch
equipment was increased from five to seven years, cell site towers from five to
10 years and related cell site equipment from five to seven years. The Company
revised these estimates after considering the impact of certain upgrades to its
network that management believes extends the useful lives of these assets.
Depreciation and amortization expense for our cellular and paging operations was
$.6 million for the three-month period ended March 31, 2002 as compared to $1.0
million for the three-month period ended March 31, 2001 representing a decrease
of $.4 million and was related to the change in estimated useful lives of
certain depreciable assets and other certain fixed assets becoming fully
depreciated.

Operating loss

The operating loss was $18.8 million for the three-month period ended March 31,
2002 as compared to $27.1 million for the three-month period ended March 31,
2001, representing a decrease of $8.3 million. The operating loss for our PCS
operations was $17.5 million for the three-month period ended March 31, 2002 as
compared to $25.6 million for the three-month period ended March 31, 2001,
representing a decrease of $8.1 million that was primarily due to the increased
revenues associated with our subscriber base and roaming revenue associated with
the completion of our network build out and a change in estimate of the useful
lives of certain depreciable assets that resulted in an $5.9 million decrease in
depreciation expense for the three-month period ended March 31, 2002. The
operating income for our cellular operations was $1.8 million for the
three-month period ended March 31, 2002 as compared to operating income $1.0
million for the three-month period ended March 31, 2001, representing an
increase of $.8 million and was primarily related to a decrease in general and
administrative costs due to the lower number of cellular and paging subscribers.

Other Income/(Expense)

                             Three-month period ended March 31,
                                      2002         2001
                                      ----         ----
                                       (In thousands)
    Interest expense               $ (10,512)   $ (9,542)
    Interest income                      405       2,820
    Other                                 --         946
                                   ---------    --------
    Total other expense            $ (10,107)   $ (5,776)
                                   =========    ========

Interest expense was $10.5 million for the three-month period ended March 31,
2002 as compared to $9.5 million for the three-month period ended March 31,
2001, representing an increase of $1.0 million. The increase in interest expense
resulted from the increase in outstanding debt. Our outstanding debt, including
current maturities was $388.2 million at March 31, 2002 as compared to $313.3
million at March 31, 2001. The increase in debt primarily resulted from $40.0
million of additional borrowings in our senior credit facility associated with
the acquisition of Georgia PCS and accreted interest on our subordinated
discount note offering in October 1999.

Interest income was $.4 million for the three-month period ended March 31, 2002
as compared to $2.8 million for the three-month period ended March 31, 2001,
representing a decrease of $2.4 million. The decrease was primarily due to less
cash and cash equivalents available for investment.

                                       16
<PAGE>

Other income was $0 for the three-month period ended March 31, 2002 as compared
to $.9 million for the three-month period ended March 31, 2001, representing a
decrease of $.9 million. In the three-month period ended March 31, 2001, we
recognized a $.9 million gain on sale of 14 towers.

Equity in Income of Unconsolidated Affiliates

Equity in income of unconsolidated affiliates was $.5 million for the
three-month period ended March 31, 2002 as compared to $.3 million for the
three-month period ended March 31, 2001, representing an increase of $.2 million
and represents income associated with our 25% ownership interest in a Texas
telecommunications company.

Liquidity and Capital Resources

Effective March 8, 2002 and in connection with the acquisition of Georgia PCS,
the Company entered into an amended and restated credit agreement related to its
senior credit facility that will provide for up to $80.0 million in revolving
loans and up to $90.0 million in term loans. A portion of the proceeds of the
credit facility was used to finance the acquisition of Georgia PCS and to fund
the expansion of the Company's network. The credit facility matures in 2008. At
March 31, 2002, the Company had $80.0 million available under this facility.

Cash provided by operating activities was $3.4 million for the three-month
period ended March 31, 2002. Cash used in investing activities was $84.5 million
for the three-month period ended March 31, 2002 and primarily consisted of $39.3
million used to purchase property and equipment and $55.3 million primarily used
to acquire Georgia PCS offset by $10.0 million in proceeds the sale and
leaseback of certain towers in December 2001. Cash provided by financing
activities was $39.2 million for the three-month period ended March 31, 2002,
and primarily consisted of a $40.0 term loan from our credit facility that was
used to acquire Georgia PCS.

We believe that the proceeds from our financings and internally generated cash
flow will be enough to fund capital expenditures to increase our coverage area
by erecting additional towers in selected locations of already opened markets,
cover anticipated operating losses and meet our debt service requirements.

Seasonality

Like the wireless communications industry in general, our subscribers increase
in the fourth quarter due to the holiday season. A greater number of phones sold
at holiday promotional prices causes our losses on merchandise sales to
increase. Our sales and marketing expenses increase also with holiday
promotional activities. We expect these trends to continue based on historical
operating results.

PART II

Item 2.  Changes in Securities

On April 4, 2000, the Company filed a registration statement on Form S-1 (file
No. 333-33964) with the Securities and Exchange Commission for the sale to the
public of 8,000,000 shares of its Class A common stock ("the Stock Offering").
The registration statement became effective on May 17, 2000, and 8,000,000
shares were issued on May 23, 2000 at the price of $11.00 per share before
underwriting discount. The underwriters had the option to purchase up to an
additional 1.2 million shares from selling stockholders at the same price of
$11.00 per share before underwriting discount. The underwriters exercised a
portion of their over allotment option, and on September 12, 2000, purchased
236,700 shares. The Stock Offering has terminated. As of March 31, 2002, a
portion of the net proceeds of $80.6 million has been expended as working
capital and to fund our build out.

On March 8, 2002, the Company completed its acquisition of Georgia PCS
Management, L.L.C. pursuant to an Agreement and Plan of Merger dated as of
February 8, 2002. A portion of the acquisition price included an aggregate of
5,395,615 shares of the Company's Class A common stock that were exchanged

                                       17
<PAGE>

for the outstanding membership units and options of the former owners and
employees. Of our 5,395,615 Class A common shares issued, 1,100,000 shares are
being held in escrow pursuant to the terms and conditions of an escrow agreement
requiring the former members to satisfy any outstanding obligations of the
former members made against us after the date of the merger. The Company relied
on Section 4(2) of the Securities Act of 1933, as amended ("the Act") for the
exemption from registration because there were only 13 sellers, all of whom are
sophisticated. Under the terms of the Agreement, the Company is required to file
a "shelf" registration statement pursuant to Rule 415 under the Securities Act
of 1933 providing for the sale by each recipient of the securities within 120
days of April 1, 2002.

In conjunction with agreement to acquire IWO Holding Inc. and effective on the
April 1, 2002 date of the merger, the Company, in a special meeting of the
Stockholders, approved and adopted amendments of the First Restated Articles of
Incorporation of the Company to provide for the reclassification of each share
of Class B common stock to Class A common stock; the change of the name of Class
A common stock to "common stock"; the addition of the 300 million authorized
shares of Class B Common Stock to the existing 500 million shares of Class A
common stock; and the deletion of references to the two classes of common stock
and of the special provisions to the two classes of common stock.

Item 6.  Exhibits and Reports on Form 8-K

a.       Exhibits

         (a) The following exhibits are filed as part of this report:

         3.1       Third Restated Articles of Incorporation of US Unwired Inc.
         3.2       By-laws of US Unwired Inc. as Amended on March 29, 2002
         4.4(i)*   Amended and Restated Agreement Credit Agreement dated
                   March 8, 2002 between US Unwired Inc. and lenders

         * Incorporated by reference to Exhibit 4.1 of Form 8-K filed on March
           21, 2002.

b.       Reports on Form 8-K

         On February 14, 2002, we filed a Current Report on Form 8-K containing
         a press release announcing a definitive agreement for US Unwired Inc.
         to acquire Georgia PCS Management, L.L.C.

         On March 21, 2002, we filed a Current Report on Form 8-K containing an
         announcement of the completion of our acquisition of Georgia PCS
         Management, L.L.C.

         On March 22, 2002, we filed an amended Current Report on Form 8-K
         pursuant to which we disclosed the date that the March 21, 2002 Form
         8-K was signed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the undersigned
thereunto duly authorized.

May 9, 2002                              US UNWIRED INC.

                                         By:  /s/ Jerry E. Vaughn
                                         ----------------------------
                                         Jerry E. Vaughn
                                         Chief Financial Officer

                                       18