<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                          ___________________________

                                   FORM 10-Q
(Mark One)
[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2001

                                       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: 333-57715

                               TRITON PCS, INC.
            (Exact name of Registrant as specified in its charter)

                  Delaware                        23-2930873
       (State or other jurisdiction of         (I.R.S. employer
       incorporation or organization)         identification no.)

                               1100 Cassatt Road
                          Berwyn, Pennsylvania 19312
             (Address and zip code of principal executive offices)

                                (610) 651-5900
             (Registrant's telephone number, including area code)



Indicate by a 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 _____  No   X  .
              -----
<PAGE>

                               TRITON PCS, INC.

                             SECOND QUARTER REPORT

                               Table of Contents

<TABLE>
<CAPTION>
                                             PART I. Financial Information

Item 1. Financial Statements                                                                              Page No.
                                                                                                          --------
<S>                                                                                                       <C>
        Condensed Consolidated Balance Sheets at December 31, 2000 and
        June 30, 2001 (unaudited) .......................................................................      3

        Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six
        months ended June 30, 2000 and 2001 (unaudited) .................................................      4

        Condensed Consolidated Statements of Cash Flows for the six months ended
        June 30, 2000 and 2001 (unaudited) ..............................................................      5

        Notes to the Financial Statements (unaudited) ...................................................      6

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk ......................................     15



                                             PART II. Other Information

Item 1. Legal Proceedings................................................................................     16

Item 2. Changes in Securities and Use of Proceeds .......................................................     16

Item 3. Defaults Upon Senior Securities..................................................................     16

Item 4. Submission of Matters to a Vote of Security Holders..............................................     16

Item 5. Other Information................................................................................     16

Item 6. Exhibits and Reports on Form 8-K.................................................................     16
</TABLE>

                                       2
<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               TRITON PCS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                           December 31,                June 30,
                                                                               2000                      2001
                                                                          --------------              ----------
                                                                                                     (unaudited)
<S>                                                                       <C>                        <C>
ASSETS:
Current assets:
  Cash and cash equivalents                                                        $    1,617                 $  464,668
  Due from related party                                                                  164                        281
  Accounts receivable, net of $2,906 and $2,545, respectively                          50,844                     57,641
  Inventory, net                                                                       20,632                     18,390
  Prepaid expenses and other current assets                                             7,852                     11,657
                                                                     ----------------------------------------------------
Total current assets                                                                   81,109                    552,637

Property and equipment:
  Land                                                                                    313                        313
  Network infrastructure and equipment                                                648,865                    770,930
  Office furniture and equipment                                                       54,970                     63,425
  Capital lease assets                                                                  8,071                      8,650
  Construction in progress                                                             62,027                     75,031
                                                                     ----------------------------------------------------
                                                                                      774,246                    918,349
Less accumulated depreciation                                                        (111,256)                  (162,859)
                                                                     ----------------------------------------------------
Net property and equipment                                                            662,990                    755,490
Intangible assets, net                                                                300,161                    292,648
Investment in and advances to non-consolidated entities                                16,965                     44,114
Other long-term assets                                                                  4,813                      6,011
                                                                     ----------------------------------------------------

Total assets                                                                       $1,066,038                 $1,650,900
                                                                     ====================================================

LIABILITIES AND SHAREHOLDER'S EQUITY:
Current liabilities:
  Accounts payable                                                                 $   99,912                 $  111,873
  Accrued payroll and related expenses                                                 14,265                     10,992
  Accrued expenses                                                                      4,349                      6,843
  Deferred revenue                                                                      6,128                      9,623
  Accrued interest                                                                      1,423                     17,059
  Other liabilities                                                                     9,189                      9,152
                                                                     ----------------------------------------------------
Total current liabilities                                                             135,266                    165,542

Bank credit facility                                                                  332,750                    500,000
Senior subordinated debt                                                              391,804                    752,395
Capital lease obligations                                                               3,931                      3,346
Deferred income taxes                                                                  11,990                     11,990
Deferred revenue                                                                        1,192                      2,425
Fair value of derivative instruments                                                        -                      8,111
Deferred gain on sale of property and equipment                                        29,452                     28,857
                                                                     ----------------------------------------------------
Total liabilities                                                                     906,385                  1,472,666

Shareholder's equity:
Common Stock, $0.01 par value, 1,000 shares authorized; 100 shares
issued and outstanding as of December 31, 2000 and June 30, 2001                            -                          -
Additional paid-in capital                                                            564,665                    741,654
Accumulated deficit                                                                  (362,819)                  (448,908)
Accumulated other comprehensive income / (loss)                                             -                     (8,111)
Deferred compensation                                                                 (42,193)                  (106,401)
                                                                     ----------------------------------------------------
Total shareholder's equity                                                            159,653                    178,234
                                                                     ----------------------------------------------------
Total liabilities and shareholder's equity                                         $1,066,038                 $1,650,900
</TABLE>

                See accompanying notes to financial statements.

                                       3
<PAGE>

                               TRITON PCS, INC.

     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                        Three Months            Six Months
                                                                                           Ended                   Ended
                                                                                          June 30,                June 30,
                                                                                   ----------------------  -----------------------
                                                                                     2000         2001        2000         2001
                                                                                   ---------   ----------  ----------   ----------
                                                                                  (unaudited)  (unaudited) (unaudited)  (unaudited)
<S>                                                                               <C>          <C>         <C>          <C>
Revenues:
     Service revenues                                                               $50,406     $ 96,833    $ 88,399     $178,802
     Roaming revenues                                                                25,987       32,349      44,113       58,099
     Equipment revenues                                                               8,843        6,663      15,572       12,304
                                                                                   ---------   ----------  ----------   ----------
     Total revenue                                                                   85,236      135,845     148,084      249,205

Expenses:
    Cost of service (excluding noncash compensation of $114 and $597 for the
      three months ended June 30, 2000 and 2001, respectively, and $175 and $958
      for the six months ended June 30, 2000 and 2001, respectively)                 31,106       43,482      57,491       80,126
    Cost of equipment                                                                17,337       18,190      29,068       33,616
    Selling and marketing (excluding noncash compensation of $321 and $629 for
      the three months ended June 30, 2000 and 2001, respectively, and $413 and
      $873 for the six months ended June 30, 2000 and 2001, respectively)            25,150       27,470      44,695       50,841
    General and administrative (excluding noncash compensation of $1,286 and
      $3,184 for the three months ended June 30, 2000 and 2001, respectively,
      and $2,330 and $4,903 for the six months ended June 30, 2000 and 2001,
      respectively)                                                                  18,731       31,177      36,180       58,613

    Non-cash compensation                                                             1,721        4,410       2,918        6,734
    Depreciation and amortization                                                    23,130       30,296      44,909       60,328
                                                                                   ---------   ----------  ----------   ----------

     Loss from operations                                                           (31,939)     (19,180)    (67,177)     (41,053)

Interest and other expense, net of capitalized
     interest                                                                        11,824       29,417      23,660       56,219
Interest and other income                                                             1,421        6,005       4,132       11,183
                                                                                   ---------   ----------  ----------   ----------

Net loss                                                                            (42,342)     (42,592)    (86,705)     (86,089)

Other comprehensive loss, net of tax:
     Unrealized gain (loss) on derivative
     instruments                                                                          -          564           -       (8,111)
                                                                                   ---------   ----------  ----------   ----------

Comprehensive loss                                                                 ($42,342)   ($ 42,028)  ($ 86,705)   ($ 94,200)
                                                                                   =========   ==========  ==========   ==========
</TABLE>

                See accompanying notes to financial statements.

                                       4
<PAGE>

                               TRITON PCS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                 Six Months
                                                                                                   Ended
                                                                                                  June 30,
                                                                                         --------------------------
                                                                                           2000             2001
                                                                                         ---------       ----------
                                                                                        (unaudited)     (unaudited)
<S>                                                                                     <C>
Cash flows from operating activities:
Net loss                                                                                  ($86,705)        ($86,089)
Adjustments to reconcile net loss to net cash (used in) provided by
   operating activities:
     Depreciation and amortization                                                          44,909           60,328
     Bad debt expense                                                                        2,396            5,635
     Accretion of interest                                                                  20,356           23,485
     Non-cash compensation                                                                   2,918            6,734

Change in operating assets and liabilities:
     Accounts receivable                                                                   (10,859)         (12,432)
     Inventory                                                                              (2,751)           2,242
     Prepaid expenses and other current assets                                              (4,054)          (5,057)
     Other long-term assets                                                                    (14)          (1,198)
     Accounts payable                                                                      (24,769)         (11,488)
     Accrued payroll and related expenses                                                   (2,588)          (3,038)
     Deferred revenue                                                                        3,282            4,728
     Accrued expenses                                                                       12,916            2,494
     Accrued interest                                                                           46           15,636
     Other liabilities                                                                        (166)            (836)
                                                                                   ----------------   --------------
                  Net cash (used in) provided by operating activities                      (45,083)           1,144
Cash flows from investing activities:
Capital expenditures                                                                      (143,803)        (120,075)
Investment in and advances to non-consolidated entities                                          -          (27,149)
                                                                                   ---------------    --------------
                  Net cash used in investing activities                                   (143,803)        (147,224)

Cash flows from financing activities:
Proceeds from issuance of subordinated debt, net                                                 -          337,995
Borrowings under credit facility                                                            50,000          206,000
Payments under credit facility                                                                   -          (38,750)
Capital contribution from parent                                                               316          106,901
Payment of deferred financing costs                                                              -             (974)
Payment of deferred transaction costs                                                         (270)            (963)
Proceeds from related party, net                                                               609             (117)
Principal payments under capital lease obligations                                            (958)            (961)
                                                                                   ----------------   --------------
                  Net cash provided by financing activities                                 49,697          609,131
                                                                                   ----------------   --------------
Net (decrease) increase in cash                                                           (139,189)         463,051

Cash and cash equivalents, beginning of period                                             186,251            1,617
                                                                                   ---------------    -------------

Cash and cash equivalents, end of period                                                   $47,062         $464,668
                                                                                   ===============    =============

Non-cash investing and financing activities:
         Capital expenditures included in accounts payable                                   4,512           23,449
         Deferred stock compensation                                                        17,570           70,942
         Change in fair value of derivative instruments                                          -            8,111
</TABLE>

                  See accompanying notes to financial statements.

                                       5
<PAGE>

                               TRITON PCS, INC.

                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 2001
                                  (unaudited)

(1)   Basis of Presentation

      The accompanying consolidated financial statements are unaudited and have
      been prepared by management. In the opinion of management, these
      consolidated financial statements contain all of the adjustments,
      consisting of normal recurring adjustments, necessary to present fairly,
      in summarized form, the financial position and the results of operations
      of Triton PCS, Inc. ("Triton"). The results of operations for the three
      and six months ended June 30, 2001 are not indicative of the results that
      may be expected for the year ending December 31, 2001. The financial
      information presented herein should be read in conjunction with the
      consolidated financial statements for the year ended December 31, 2000,
      which include information and disclosures not included herein.

      Triton is a wholly-owned subsidiary of Triton PCS Holdings, Inc.
      ("Holdings"). Triton PCS Operating Company L.L.C., Triton PCS License
      Company L.L.C., Triton PCS Equipment Company L.L.C., Triton PCS Property
      Company L.L.C., Triton PCS Holdings Company, L.L.C., Triton Management
      Company, Inc., Triton PCS Investment Company L.L.C. and Triton PCS Finance
      Company, Inc. are each wholly-owned subsidiaries of Triton. The
      consolidated financial statements include the accounts of Triton and its
      wholly-owned subsidiaries (collectively, the "Company"). All significant
      intercompany accounts or balances have been eliminated in consolidation.

      Certain reclassifications have been made to prior period financial
      statements to conform to the current period presentation.

(2)   New Accounting Pronouncements

      On July 20, 2001, the Financial Accounting Standards Board issued SFAS No.
      141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
      Intangible Assets".

      SFAS No. 141 supercedes Accounting Principles Board Opinion No. 16,
      "Business Combinations". The most significant changes made by SFAS No. 141
      are: (i) requiring that the purchase method of accounting be used for all
      business combinations initiated after June 30, 2001; and (ii) establishing
      specific criteria for the recognition of intangible assets separately from
      goodwill. These provisions are effective for business combinations for
      which the date of acquisition is subsequent to June 30, 2001.

      SFAS No. 142 supercedes Accounting Principles Board Opinion No. 17,
      "Intangible Assets". SFAS No. 142 primarily addresses the accounting for
      goodwill and intangible assets subsequent to their acquisition. The
      provisions of SFAS No. 142 will be effective for fiscal years beginning
      after December 15, 2001. Management is currently evaluating the impact
      this statement will have on the Company's financial position or results of
      operations.

(3)   Accounting for Derivative Instruments

      The Company adopted SFAS No. 133, "Accounting for Derivative Instruments
      and Hedging Activities", as amended by SFAS No. 137 and SFAS No. 138, on
      January 1, 2001. SFAS No. 133, as amended, requires the transition
      adjustment resulting from adopting these statements to be reported in net
      income or other comprehensive income, as appropriate, as the cumulative
      effect of a change in accounting principle. In accordance with the
      transition provisions of SFAS No. 133, as amended, the Company recorded a
      cumulative transition adjustment of approximately $4.2 million to Other
      Comprehensive Income to recognize the fair value of its derivative
      instruments as of the date of adoption.

      The Company utilizes interest rate swap derivatives to manage changes in
      market conditions related to interest rate payments on its variable rate
      debt obligations. As of June 30, 2001, the Company had interest rate swap
      agreements with a total notional amount of $480.0 million fixing the rate
      on a like amount of variable rate borrowings.

      The Company recognizes all derivatives on the balance sheet at fair value.
      Changes in the fair value for the effective portion of the gain or loss on
      a derivative that is designated as, and meets all the required criteria
      for, a

                                       6
<PAGE>

                               TRITON PCS, INC.

                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 2001
                                  (unaudited)

       cash flow hedge are recorded in Accumulated Other Comprehensive Income
       and reclassified into earnings as the underlying hedged item affects
       earnings. Amounts reclassified into earnings related to interest rate
       swap agreements are included in interest expense. The ineffective portion
       of the gain or loss on a derivative is recognized in earnings within
       other income or expense. During the first six months of 2001, unrealized
       net losses of approximately $8.1 million related to interest rate swaps
       were recorded in Other Comprehensive Income, including the approximately
       $4.2 million cumulative transition adjustment. As of June 30, 2001,
       approximately $8.1 million of net unrealized losses related to interest
       rate swaps was included in Accumulated Other Comprehensive Income,
       approximately $0.8 million of which is expected to be reclassified into
       earnings during the next twelve months. No hedge ineffectiveness for
       existing derivative instruments for the six months ended June 30, 2001
       was recorded based on calculations in accordance with SFAS No. 133, as
       amended.

(4)    Employee Stock Purchase Plan

       Holdings maintains an Employee Stock Purchase Plan (the "Plan") pursuant
       to which employees may purchase shares of Holdings' Class A common stock.
       Under the terms of the Plan, there are four three-month offering periods
       beginning January 1st, April 1st, July 1st and October 1st during
       each calendar year in which employees can participate. The purchase price
       is determined at the discretion of the Stock Plan Committee, but shall
       not be less than the lesser of: (i) eighty-five percent (85%) of the fair
       market value of the Class A common stock on the first business day of
       each offering period; or (ii) eighty-five percent (85%) of the fair
       market value of the Class A common stock on the last business day of the
       offering period. Holdings issued 10,121 shares of Class A common stock,
       at a per share price of $22.05, in January 2001, 11,849 shares of Class A
       common stock, at a per share price of $28.32, in April 2001, and 9,508
       shares of Class A common stock, at a per share price of $25.66, in July
       2001 pursuant to the Plan.

(5)    Stock Compensation

       In January 2001, four employees resigned their employment with the
       Company. These employees forfeited approximately $2.9 million of deferred
       compensation and in doing so returned 96,970 shares of Holdings'
       restricted Class A common stock to the common stock trust established for
       grants of common stock to management employees and independent directors
       (the "Trust") and forfeited another 36,246 shares of Holdings' restricted
       Class A common stock, which were issued under Holdings' 1999 Stock
       Incentive Plan (the "Incentive Plan"). On March 21, 2001, employees
       returned 220,321 shares of Holdings' restricted Class A common stock to
       the Trust and concurrently were granted 220,321 shares of Holdings'
       restricted Class A common stock under the Incentive Plan. These shares
       are subject to the same vesting schedule as the returned shares, and
       compensation expense will continue to be amortized over the vesting
       period as non-cash compensation.

       On May 1, 2001, an employee returned 75,000 shares of Holdings'
       restricted Class A common stock to the Trust and concurrently was granted
       75,000 shares of Holdings' restricted Class A common stock under the
       Incentive Plan. These shares are subject to the same vesting schedule as
       the returned shares, and compensation expense will continue to be
       amortized over the vesting period as non-cash compensation.

       On May 1, 2001, Holdings granted 1,881,473 shares of restricted Class A
       common stock to management employees. Of the total grant, 646,223 shares
       of Holdings' restricted Class A common stock were issued from the Trust.
       All of these shares are subject to vesting provisions. Deferred
       compensation of approximately $74.1 million was recorded based on the
       estimated fair value at the date of issuance.

(6)    Credit Facility

       Triton is a party to a $750.0 million bank credit facility. This credit
       facility provides for (i) a $175.0 million Tranche A term loan, which
       matures in August 2006, (ii) a $150.0 million Tranche B term loan, which
       matures in May 2007, (iii) a $175.0 million Tranche C term loan, which
       matures in August 2006, (iv) a $150.0 million Tranche D term loan, which
       matures in August 2006, and (v) a $100.0 million revolving credit
       facility, which matures in August 2006. As of June 30, 2001, the Company
       had $175.0 million of the Tranche A term loan

                                       7
<PAGE>

                               TRITON PCS, INC.

                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 2001
                                  (unaudited)

       outstanding, $150.0 million of the Tranche B term loan outstanding and
       $175.0 million of the Tranche C term loan outstanding.

(7)    Senior Subordinated Notes

       On January 19, 2001, Triton completed the private sale of $350.0 million
       principal amount of its 9 3/8% senior subordinated notes due 2011. The
       notes are guaranteed by all of the domestic subsidiaries of Triton and
       rank ratably with the 11% senior subordinated discount notes due 2008
       issued by Triton. The net proceeds from the sale of the 9 3/8% notes were
       approximately $337.5 million. On June 15, 2001, Triton closed its
       registered exchange offer of $350.0 million principal amount of its 9
       3/8% senior subordinated notes due 2011 for $350.0 million principal
       amount of newly issued 9 3/8% senior subordinated notes due 2011 which
       have been registered under the Securities Act of 1933.

(8)    Equity Contributions

       On February 28, 2001, Holdings issued and sold 3,500,000 shares of Class
       A common stock in an offering at $32 per share and raised approximately
       $106.1 million, net of $5.9 million of costs.

(9)    Investment in Lafayette Communications

       The Company holds a 39% interest in Lafayette Communications Company
       L.L.C. ("Lafayette"), an entrepreneur under FCC Guidelines that
       participated in the FCC 1900 MHz C and F Block Broadband PCS Auction No.
       35, which ended on January 26, 2001. Lafayette was the winning bidder for
       thirteen 10 MHz C Block licenses and one 10 MHz F Block license covering
       a total population of approximately 6.8 million people in the Company's
       current geographic area in Georgia, North Carolina and Virginia, and its
       net high bids totaled approximately $170.0 million. Five of these
       licenses were among those held by NextWave Personal Communications, Inc.
       ("NextWave") and were the subject of the Court of Appeals ruling
       described below. On July 27, 2001, the FCC awarded the 10 MHz F Block
       license for Athens, Georgia, to Lafayette. The application for the
       thirteen 10 MHz C Block licenses remains pending.

       On July 16, 2001, Lafayette acquired three 15 MHz licenses and four 30
       MHz licenses covering areas of Virginia and Georgia from ABC Wireless,
       L.L.C. for $2.9 million.

       On July 20, 2001, Lafayette entered into a definitive agreement to
       acquire a 10 MHz F Block license in Kingsport, Tennessee from NTELOS Inc.
       for $11.6 million.

       On July 25, 2001, Lafayette acquired licenses for 10 MHz of spectrum from
       subsidiaries of Carolina PCS I Limited Partnership ("Carolina PCS") for
       total consideration of $99.9 million, paid as follows: $56.3 million in
       cash at closing; $7.2 million in cash in advance of closing; $8.6 million
       under a promissory note from Lafayette to Carolina PCS; and $27.8 million
       of debt payable to the FCC related to the acquired licenses. The licenses
       for this spectrum encompass nine basic trading areas covering all of
       South Carolina and serving approximately 3.5 million people.

       The Company has funded approximately $102.8 million of senior loans to
       Lafayette to finance the acquisition of licenses and expects to fund
       additional loans for future acquisitions. In connection with the loans,
       Lafayette has and will guarantee Triton's obligations under its credit
       facility, and such senior loans are and will be pledged to the lenders
       under Triton's credit facility.

                                       8
<PAGE>

                               TRITON PCS, INC.

                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 2001
                                  (unaudited)

       On June 22, 2001, the United States Court of Appeals for the District of
       Columbia Circuit issued a decision reversing the FCC's determination that
       licenses held by NextWave had been forfeited when NextWave failed to make
       installment payments for those licenses. If this decision is not reversed
       by a subsequent appeal or if the FCC does not determine that NextWave has
       forfeited the licenses on other grounds, many, but not all, of the
       licenses awarded in the FCC's most recent broadband PCS auction could be
       returned to NextWave. While the Company did not acquire rights to any
       licenses held by NextWave, Lafayette, in which the Company holds a 39%
       interest, was a successful bidder for five of those licenses.

(10)   Interest Rate Swaps

       During April 2001, Triton entered into seven interest rate swap
       contracts. The Company uses interest rate swap contracts to adjust the
       proportion of total debt that is subject to variable interest rates.
       Under these interest rate swap contracts, the Company agrees to pay an
       amount equal to a specified fixed-rate of interest times a notional
       principal amount and to receive in turn an amount equal to a specified
       variable-rate of interest times the same notional amount. The notional
       amounts of the contracts are not exchanged. The Company does not hold or
       issue financial instruments for trading or speculative purposes. Swap
       counterparties are major commercial banks. These swaps are designated as
       and meet all of the criteria for a cash flow hedge and will be accounted
       for in accordance with SFAS No. 133, as amended by SFAS No. 137 and SFAS
       No. 138.

       Information as of June 30, 2001 for interest rate swaps entered into
       during 2001 is as follows:

        Term                     Notional          Fixed Rate    Variable Rate
        ----                     --------          ----------    -------------
        4/6/01 - 4/6/06          $50,000,000       4.48%         5.658%
        4/6/01 - 4/6/06          $75,000,000       4.48%         5.658%
        4/6/01 - 4/6/06          $25,000,000       4.48%         5.658%
        4/6/01 - 4/6/06          $10,000,000       4.475%        5.658%
        4/6/01 - 4/6/06          $25,000,000       4.4775%       5.658%
        4/24/01 - 4/24/06        $30,000,000       4.02%         5.658%
        4/24/01 - 4/24/06        $15,000,000       4.02%         5.658%

       The swaps commencing on April 6, 2001 can be terminated at the banks'
       option on April 7, 2003. The swaps commencing on April 24, 2001 can be
       terminated at the banks' option on April 24, 2002 and quarterly
       thereafter.

                                       9
<PAGE>

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


General

In this section, the terms "Triton," "we," "our" and similar terms refer
collectively to Triton PCS, Inc. and its consolidated subsidiaries, and
"Holdings" refers to Triton PCS, Inc.'s parent corporation. The following
discussion and analysis is based upon our financial statements as of the dates
and for the periods presented in this section. You should read this discussion
and analysis in conjunction with our financial statements and the related notes
contained elsewhere in this report.


Forward-Looking Statements

When used in this Form 10-Q and in future filings by us with the Securities and
Exchange Commission, in our press releases and in oral statements made with the
approval of an authorized executive officer of Triton, statements concerning
possible or assumed future results of operations of Triton and those preceded
by, followed by or that include the words "may," "will," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential" or
"continue" or the negative of such terms and other comparable terminology
(including confirmations by an authorized executive officer of Triton or any
such expressions made by a third party with respect to Triton) are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned not to place
undue reliance on any such forward-looking statements, each of which speaks only
as of the date made. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. We have no
obligation to release publicly the result of any revisions which may be made to
any forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.


Overview

We were incorporated in October 1997. In February 1998, we entered into a joint
venture with AT&T Wireless whereby AT&T Wireless contributed to us personal
communications services licenses covering 20 MHz of authorized frequencies in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky in exchange for an equity
position in Holdings. As part of the transactions with AT&T Wireless, we were
granted the right to be the exclusive provider of wireless mobility services
using equal emphasis co-branding with AT&T Corp. in our licensed markets.

We began generating revenues from the sale of personal communications services
in the first quarter of 1999 as part of Phase I of our personal communications
services network build-out. Our network build-out is scheduled for three phases.
We completed the first phase of our build-out in the first half of 1999 with the
launch of 15 markets and completed the second phase during the first quarter of
2000 with the launch of 21 additional markets. We are in the third phase of our
network build-out, which focuses on covering major highways linking the cities
in our licensed area and neighboring cities where AT&T Wireless and other
carriers use compatible wireless technology. This phase, which is expected to be
completed by the end of 2001, has included the launch of one additional market
in our licensed area.


Results of Operations

Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30,
2000


Subscribers

Net subscriber additions were 58,659 and 58,362 for the three months ended June
30, 2001 and 2000, respectively. Subscribers were 560,652 and 300,982 as of June
30, 2001 and 2000, respectively. The continued strong demand for our digital
service offerings and pricing plans has allowed us to sustain this level of
subscriber growth.

                                       10
<PAGE>

Churn

Subscriber attrition, or "churn", was 1.9% and 1.8% for the three months ended
June 30, 2001 and 2000, respectively. We believe that our churn rate remains
consistently low due to our high quality system performance, our commitment to
quality customer service and our focused collection efforts.

Average Revenue Per User

An important operating metric in the wireless industry is average revenue per
user, which summarizes the average monthly service revenue per customer. Average
revenue per user was $60.75 and $61.82 for the three months ended June 30, 2001
and 2000, respectively. We continue to focus on attracting new customers with
rate plans that provide more value to the customer at a higher average charge.

Revenues

Service revenues were $96.8 million and $50.4 million for the three months ended
June 30, 2001 and 2000, respectively. Service revenues consist of monthly
recurring access and feature charges and monthly non-recurring charges comprised
primarily of local, long distance and roaming airtime usage in excess of the
pre-subscribed usage plans. The increase in service revenues of $46.4 million
over the same period in 2000 was due primarily to subscriber growth. Equipment
revenues were $6.7 million and $8.8 million for the three months ended June 30,
2001 and 2000, respectively. The equipment revenues decrease of $2.1 million
over the same period in 2000 was due primarily to a decrease in the average
sales price per handset sold, partially offset by an increase in gross
additions. Roaming revenues were $32.3 million and $26.0 million for the three
months ended June 30, 2001 and 2000, respectively. The increase in roaming
revenues of $6.3 million was due to increased roaming minutes of use resulting
from our roaming partners' continued subscriber growth and our network
build-out, offset by a contractual decrease in our service charge per minute.

Costs of Service and Equipment

Costs of service were $43.5 million and $31.1 million for the three months ended
June 30, 2001 and 2000, respectively. Costs of service are comprised primarily
of network operating costs, roaming expense and long distance expense. The
increase in costs of service of $12.4 million over the same period in 2000 was
due primarily to increased costs of expanding and maintaining our wireless
network to support an increase in the number of subscriber and roamer minutes of
use. Cost of equipment was $18.2 million and $17.3 million for the three months
ended June 30, 2001 and 2000, respectively. The increase of $0.9 million over
the same period in 2000 is due primarily to an increase in subscriber additions,
partially offset by a decrease in the average cost per handset sold.

Selling and Marketing Expenses

Selling and marketing costs were $27.5 million and $25.2 million for the three
months ended June 30, 2001 and 2000, respectively. The increase of $2.3 million
over the same period in 2000 was primarily due to the expansion of our sales
distribution channels and advertising and promotion costs.

General and Administrative Expenses

General and administrative expenses were $31.2 million and $18.7 million for the
three months ended June 30, 2001 and 2000, respectively. The increase of $12.5
million over the same period in 2000 was primarily due to the growth of
infrastructure and staffing related to information technology, customer care and
other administrative functions established in conjunction with the corresponding
growth in our subscriber base.

EBITDA

EBITDA is defined as operating loss plus depreciation and amortization expense
and non-cash compensation. We believe EBITDA provides meaningful additional
information on our operating results and on our ability to service our long-term
debt and other fixed obligations, as well as our ability to fund our continued
growth. EBITDA is considered by many financial analysts to be a meaningful
indicator of an entity's ability to meet its future financial obligations.
Growth in EBITDA is considered to be an indicator of future profitability,
especially in a capital-intensive industry such as wireless telecommunications.
EBITDA should not be construed as an alternative to operating income (loss) as
determined in accordance with United States GAAP, as an alternative to cash
flows from operating activities as determined in accordance with United States
GAAP or as a measure of liquidity. EBITDA was $15.5 million and a loss


                                       11
<PAGE>

of $7.1 million for the three months ended June 30, 2001 and 2000, respectively.
The increase of $22.6 million over the same period in 2000 resulted primarily
from Triton's growth as discussed in the items above.

Non-cash Compensation

Non-cash compensation was $4.4 million and $1.7 million for the three months
ended June 30, 2001 and 2000, respectively. The increase of $2.7 million over
the same period in 2000 was attributable to the vesting of an increased number
of restricted shares of Holdings' Class A common stock.

Depreciation and Amortization Expenses

Depreciation and amortization expenses were $30.3 million and $23.1 million for
the three months ended June 30, 2001 and 2000, respectively. The increase of
$7.2 million over the same period in 2000 relates to increases in our network
placed into service. Depreciation will continue to increase as additional
portions of our network are placed into service.

Interest Expense and Income

Interest and other expense was $29.4 million, net of capitalized interest of
$2.0 million, for the three months ended June 30, 2001. Interest expense was
$11.8 million, net of capitalized interest of $2.8 million, for the three months
ended June 30, 2000. The increase of $17.6 million over the same period in 2000
relates primarily to interest accrued on the 9 3/8% senior subordinated notes
issued in January 2001 and additional draws on our credit facility. For the
three months ended June 30, 2001, we had a weighted average interest rate of
9.38% on our average borrowings under our bank credit facility and our average
obligation for the senior subordinated debt.

Interest income was $6.0 million and $1.4 million for the three months ended
June 30, 2001 and 2000, respectively. The increase of $4.6 million over the same
period in 2000 was due primarily to higher average cash balances.

Net Loss

Net loss was $42.6 million and $42.3 million for the three months ended June 30,
2001 and 2000, respectively. The increase in net loss of $0.3 million over the
same period in 2000 resulted primarily from the items discussed above.


Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000


Subscribers

Net subscriber additions were 114,251 and 105,778 for the six months ended June
30, 2001 and 2000, respectively. Subscribers were 560,652 and 300,982 as of June
30, 2001 and 2000, respectively. The increase in subscribers over the same
period in 2000 was primarily due to continued strong demand for our digital
service offerings and pricing plans.

Churn

Subscriber attrition, or "churn", was 1.9% and 1.8% for the six months ended
June 30, 2001 and 2000, respectively. We believe that our churn rate remains
consistently low due to our high quality system performance, our commitment to
quality customer service and our focused collection efforts.

Average Revenue Per User

An important operating metric in the wireless industry is average revenue per
user, which summarizes the average monthly service revenue per customer. Average
revenue per user was $59.27 and $60.05 for the six months ended June 30, 2001
and 2000, respectively. We continue to focus on attracting new customers with
rate plans that provide more value to the customer at a higher average charge.

Revenues

Service revenues were $178.8 million and $88.4 million for the six months ended
June 30, 2001 and 2000, respectively. Service revenues consist of monthly
recurring access and feature charges and monthly non-recurring charges comprised
primarily of local, long distance and roaming airtime usage in excess of the
pre-subscribed usage plans. The increase in

                                       12
<PAGE>

service revenues of $90.4 million over the same period in 2000 was due primarily
to subscriber growth. Equipment revenues were $12.3 million and $15.6 million
for the six months ended June 30, 2001 and 2000, respectively. The equipment
revenues decrease of $3.3 million over the same period in 2000 was due primarily
to a decrease in the average sales price per handset sold, partially offset by
an increase in gross additions. Roaming revenues were $58.1 million and $44.1
million for the six months ended June 30, 2001 and 2000, respectively. The
increase in roaming revenues of $14.0 million was due to increased roaming
minutes of use resulting from our roaming partners' continued subscriber growth
and our network build-out, offset by a contractual decrease in our service
charge per minute.

Costs of Service and Equipment

Costs of service were $80.1 million and $57.5 million for the six months ended
June 30, 2001 and 2000, respectively. Costs of service are comprised primarily
of network operating costs, roaming expense and long distance expense. The
increase in costs of service of $22.6 million over the same period in 2000 was
due primarily to increased costs of expanding and maintaining our wireless
network to support an increase in the number of subscriber and roamer minutes of
use. Cost of equipment was $33.6 million and $29.1 million for the six months
ended June 30, 2001 and 2000, respectively. The increase of $4.5 million over
the same period in 2000 is due primarily to an increase in subscriber additions,
partially offset by a decrease in the average cost per handset sold.

Selling and Marketing Expenses

Selling and marketing costs were $50.8 million and $44.7 million for the six
months ended June 30, 2001 and 2000, respectively. The increase of $6.1 million
over the same period in 2000 was primarily due to the expansion of our sales
distribution channels and advertising and promotion costs.

General and Administrative Expenses

General and administrative expenses were $58.6 million and $36.2 million for the
six months ended June 30, 2001 and 2000, respectively. The increase of $22.4
million over the same period in 2000 was primarily due to the growth of
infrastructure and staffing related to information technology, customer care and
other administrative functions established in conjunction with the corresponding
growth in our subscriber base.

EBITDA

EBITDA is defined as operating loss plus depreciation and amortization expense
and non-cash compensation. We believe EBITDA provides meaningful additional
information on our operating results and on our ability to service our long-term
debt and other fixed obligations, as well as our ability to fund our continued
growth. EBITDA is considered by many financial analysts to be a meaningful
indicator of an entity's ability to meet its future financial obligations.
Growth in EBITDA is considered to be an indicator of future profitability,
especially in a capital-intensive industry such as wireless telecommunications.
EBITDA should not be construed as an alternative to operating income (loss) as
determined in accordance with United States GAAP, as an alternate to cash flows
from operating activities as determined in accordance with United States GAAP or
as a measure of liquidity. EBITDA was $26.0 million and a loss of $19.4 million
for the six months ended June 30, 2001 and 2000, respectively. The increase of
$45.4 million over the same period in 2000 resulted primarily from Triton's
growth as discussed in the items above.

Non-cash Compensation

Non-cash compensation was $6.7 million and $2.9 million for the six months ended
June 30, 2001 and 2000, respectively. The increase of $3.8 million over the same
period in 2000 was attributable to the vesting of an increased number of
restricted shares of Holdings' Class A common stock.

Depreciation and Amortization Expenses

Depreciation and amortization expenses were $60.3 million and $44.9 million for
the six months ended June 30, 2001 and 2000, respectively. The increase of $15.4
million over the same period in 2000 relates to increases in our network placed
into service. Depreciation will continue to increase as additional portions of
our network are placed into service.

Interest Expense and Income

Interest and other expense was $56.2 million, net of capitalized interest of
$3.5 million, for the six months ended June 30, 2001. Interest expense was $23.7
million, net of capitalized interest of $5.3 million, for the six months ended
June

                                       13
<PAGE>

30, 2000. The increase of $32.5 million over the same period in 2000 relates
primarily to interest accrued on the 9 3/8% senior subordinated notes issued in
January 2001 and additional draws on our credit facility. For the six months
ended June 30, 2001, we had a weighted average interest rate of 9.58% on our
average borrowings under our bank credit facility and our average obligation for
the senior subordinated debt.

Interest income was $11.2 million and $4.1 million for the six months ended June
30, 2001 and 2000, respectively. The increase of $7.1 million over the same
period in 2000 was due primarily to higher average cash balances.

Net Loss

Net loss was $86.1 million and $86.7 million for the six months ended June 30,
2001 and 2000, respectively. The decrease in net loss of $0.6 million over the
same period in 2000 resulted primarily from the items discussed above.


Liquidity and Capital Resources

As of June 30, 2001, we had $464.7 million in cash and cash equivalents, as
compared to $1.6 million in cash and cash equivalents at December 31, 2000. The
increase was principally the result of cash raised in financing activities as
discussed below. Net working capital was $387.1 million at June 30, 2001 and
$(54.2) million at December 31, 2000.

Net Cash Provided by Operating Activities

The $1.1 million of cash provided by operating activities during the six-month
period ended June 30, 2001 was the result of our net loss of $86.1 million and
$8.9 million of cash provided by changes in working capital and other long-term
assets, offset by $96.2 million of depreciation and amortization, accretion of
interest, non-cash compensation and bad debt expense.

Net Cash Used in Investing Activities

The $147.2 million of cash used by investing activities during the six-month
period ended June 30, 2001 was related to $27.1 million of investments in and
advances to Lafayette Communications Company, L.L.C. and $120.1 million of
capital expenditures associated with our Phase III network build-out. These
capital expenditures were made primarily to expand and enhance our wireless
network in order to increase capacity and to satisfy subscriber needs and
competitive requirements. We will continue to upgrade our network capacity and
service quality to support our anticipated subscriber growth.

Net Cash Provided by Financing Activities

The $609.1 million provided by financing activities during the six-month period
ended June 30, 2001 relates primarily to our $206.0 million draw against our
credit facility, $338.0 million of proceeds from our senior subordinated notes
offering and $106.9 million of capital contributions from Holdings, offset by
$38.8 million of credit facility payments.


Liquidity
We believe that cash on hand and available credit facility borrowings will be
sufficient to meet our projected capital requirements. Our credit facility will
permit us, subject to various terms and conditions, including compliance with
specified leverage ratios and satisfaction of build-out milestones, to draw up
to $750.0 million to finance working capital requirements, capital expenditures,
permitted acquisitions and other corporate purposes. Our borrowings under this
facility are subject to customary terms and conditions. As of June 30, 2001, we
had drawn $500.0 million. Although we estimate that the cash on hand and
available credit facility borrowings will be sufficient to build out our network
and to enable us to offer services to over 80% of the potential customers in our
licensed area, it is possible that additional financing may be needed. Holdings
has filed a shelf registration statement with the Securities and Exchange
Commission for the offer and sale from time to time of shares of its Class A
common stock, shares of its preferred stock and warrants or other rights with an
aggregate offering price of up to $300.0 million. This new shelf registration
statement supercedes and replaces Holdings' earlier shelf registration statement
and includes $79.2 million of previously registered but unsold securities from
its earlier shelf.

                                       14
<PAGE>

Inflation

We do not believe that inflation has had a material impact on our operations.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We utilize interest rate swaps to hedge against the effect of interest rate
fluctuations on our senior debt portfolio. We do not hold or issue financial
instruments for trading or speculative purposes. Swap counterparties are major
commercial banks. Through June 30, 2001, we had entered into 13 interest rate
swap transactions having an aggregate non-amortizing notional amount of $480.0
million. Under these interest rate swap contracts, we agree to pay an amount
equal to a specified fixed-rate of interest times a notional principal amount
and to receive an amount equal to a specified variable-rate of interest times
the same notional amount. The notional amounts of the contracts are not
exchanged. Net interest positions are settled quarterly. A 100 basis point
fluctuation in market rates would not have a material effect on our overall
financial condition.

Our cash and cash equivalents consist of short-term assets having initial
maturities of six months or less. While these investments are subject to a
degree of interest rate risk, it is not considered to be material relative to
our overall investment income position.

                                       15
<PAGE>

                          PART II. OTHER INFORMATION


ITEM 1.      LEGAL PROCEEDINGS

             None.

ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS

             None.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

             None.

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

             None.

ITEM 5.      OTHER INFORMATION

             None.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         Exhibit
         Number                           Description
         ------                           -----------

         3.1      Certificate of Incorporation of Triton PCS, Inc. (incorporated
                  by reference to Exhibit 3.1 to the Form S-4 registration
                  statement of Triton PCS, Inc. and its subsidiaries, File no.
                  333-57715).

         3.2      Bylaws of Triton PCS, Inc. (incorporated by reference to
                  Exhibit 3.2 to the Form S-4 registration statement of Triton
                  PCS, Inc. and its subsidiaries, File no. 333-57715).

         4.1      Indenture, dated as of May 4, 1998, between Triton PCS, Inc.,
                  the Guarantors party thereto and PNC Bank, National
                  Association (incorporated by reference to Exhibit 4.1 of the
                  Form S-4 Registration Statement of Triton PCS, Inc. and its
                  subsidiaries, File No. 333-57715).

         4.2      First Supplemental Indenture, dated as of March 30, 1999, to
                  the Indenture dated as of May 4, 1998 (incorporated by
                  reference to Exhibit 4.1 to the Form 10-Q of Triton PCS, Inc.
                  and its subsidiaries for the quarter ended March 31, 1999).

         4.3      Second Supplemental Indenture, dated as of December 21, 1999,
                  to the Indenture dated as of May 4, 1998 (incorporated by
                  reference to Exhibit 4.4 to Amendment No. 2 to the Form S-3
                  Registration Statement of Triton PCS Holdings, Inc., File No.
                  333-49974).

         4.4      Agreement of Resignation, Appointment and Acceptance, dated as
                  of January 18, 2001, by and among Triton PCS, Inc., Chase
                  Manhatten Trust Company, National Association, as prior
                  trustee and successor to PNC Bank, National Association, and
                  The Bank of New York, as successor trustee under the Indenture
                  dated as of May 4, 1998 (incorporated by reference to Exhibit
                  4.5 to the Form 10-Q of Triton PCS Holdings, Inc. for the
                  quarter ended June 30, 2001).

         4.5      Indenture, dated as of January 19, 2001, among Triton PCS,
                  Inc., the Guarantors party thereto and The Bank of New York
                  (incorporated by reference to Exhibit 4.5 to Amendment No. 2
                  to the Form S-3 Registration Statement of Triton PCS Holdings,
                  Inc., File No. 333-49974).

                                       16
<PAGE>

         4.6      Registration Rights Agreement, dated as of January 19, 2001,
                  among Triton PCS, Inc., the Guarantors party thereto and Chase
                  Securities Inc., Morgan Stanley & Co. Incorporated, Lehman
                  Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated, ABN AMRO Incorporated, Credit Lyonnais
                  Securities (USA) Inc., PNC Capital Markets, Inc., First Union
                  Securities, Inc., Scotia Capital Markets (USA) Inc., SunTrust
                  Equitable Securities Corporation, TD Securities (USA) Inc. and
                  Wasserstein Perella Securities, Inc. (incorporated by
                  reference to Exhibit 4.9 to Amendment No. 2 to the Form S-3
                  Registration Statement of Triton PCS Holdings, Inc., File No.
                  333-49974).

         4.7      First Amended and Restated Stockholders' Agreement, dated as
                  of October 27, 1999, among AT&T Wireless PCS, L.L.C., Triton
                  PCS Holdings, Inc., the cash equity investor party thereto,
                  the management stockholders party thereto and the independent
                  directors party thereto (incorporated by reference to Exhibit
                  10.47 to the Form 10-Q of Triton PCS Holdings, Inc. for the
                  quarter ended September 30, 1999).

         4.8      Investors Stockholders' Agreement, dated as of February 4,
                  1998, among CB Capital Investors, L.P., J.P. Morgan Investment
                  Corporation, Sixty Wall Street SBIC Fund, L.P., Private Equity
                  Investors III, L.P., Equity-Linked Investors-II, Toronto
                  Dominion Capital (USA), Inc., DAG-Triton PCS, L.P., First
                  Union Capital Partners, Inc., and the stockholders named
                  therein (incorporated by reference to Exhibit 10.10 to the
                  Form S-4 Registration Statement of Triton PCS, Inc. and its
                  subsidiaries, File No. 333-57715).

         4.9      Amendment No. 1 to Investors Stockholders' Agreement, dated as
                  of October 27, 1999, among CB Capital Investors, L.P., J.P.
                  Morgan Investment Corporation, Sixty Wall Street SBIC Fund,
                  L.P., Private Equity Investors III, L.P., Equity-Linked
                  Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton
                  PCS, L.P., First Union Capital Partners, Inc., and the
                  stockholders named therein (incorporated by reference to
                  Exhibit 10.48 to the Form 10-Q of Triton PCS Holdings, Inc.
                  for the quarter ended September 30, 1999).

        10.1      Employment Agreement, dated May 24, 2001, to be effective as
                  of January 1, 2001, by and between Triton Management Company,
                  Inc. and David Clark (incorporated by reference to Exhibit
                  10.1 to the Form 10-Q of Triton PCS Holdings, Inc. for the
                  quarter ended June 30, 2001).

        (b)       Reports on Form 8-K

                  A report on Form 8-K was filed on June 15, 2001 reporting the
                  closing of the exchange offer of registered 9 3/8% senior
                  subordinated notes due 2011 issued by Triton for all
                  outstanding 9 3/8% senior subordinated notes due 2011 issued
                  by Triton pursuant to Item 5 thereof.

                                       17
<PAGE>

                                  SIGNATURES

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



                                        TRITON PCS, INC.

Date:  August 10, 2001                  By:       /s/ Michael E. Kalogris
                                           -------------------------------------

                                        Michael E. Kalogris
                                        Chief Executive Officer
                                        (principal executive officer)


Date:  August 10, 2001                  By:       /s/   David D. Clark
                                           -------------------------------------

                                        David D. Clark
                                        Executive Vice President and Chief
                                        Financial Officer
                                        (principal financial officer)

                                       18