UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 MARCH 31, 2003

                                       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: 333-51240

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

               DELAWARE                                  31-1707839
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
 of incorporation or organization)


          68 EAST MAIN STREET
           CHILLICOTHE, OHIO                                 45601-0480
(Address of principal executive offices)                     (Zip Code)

                                 (740) 772-8200
              (Registrant's telephone number, including area code)


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[  ]

Indicated  by check mark  whether the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No[X]

As of April 30,  2003,  there  were  26,846  shares of class A common  stock and
58,445,288 shares of class B common stock outstanding.

<PAGE>

<TABLE>
<CAPTION>
                                   HORIZON PCS
                                    FORM 10-Q
                              FIRST QUARTER REPORT

                                TABLE OF CONTENTS
<S>     <C>       <C>                                                                                       <C>
                                                                                                            Page
PART I FINANCIAL INFORMATION

       ITEM 1.    Financial Statements.........................................................................1

       ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.......14

       ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk..................................25

       ITEM 4.    Controls and Procedures.....................................................................26

PART II OTHER INFORMATION

       ITEM 1.    Legal Proceedings...........................................................................27

       ITEM 2.    Changes in Securities and Use of Proceeds...................................................27

       ITEM 3.    Defaults Upon Senior Securities.............................................................27

       ITEM 4.    Submission of Matters to a Vote of Security Holders.........................................27

       ITEM 5.    Other Information...........................................................................27

       ITEM 6.    Exhibits and Reports on Form 8-K............................................................42

</TABLE>

     Horizon  PCS,  Inc.  ("Horizon  PCS") is the issuer of 14% Senior  Discount
Notes due 2010 (the  "discount  notes").  In March 2001, the discount notes were
the subject of an exchange  offer which was  registered  with the Securities and
Exchange Commission ("SEC") (Registration No. 333-51238). The Co-Registrants are
Horizon   Personal   Communications,   Inc.   ("HPC"),   and   Bright   Personal
Communications  Services,  LLC  ("Bright  PCS"),   collectively  the  "Operating
Companies,"  which are  wholly-owned  subsidiaries  of Horizon PCS.  Each of the
Operating  Companies  has  provided  a full,  unconditional,  joint and  several
guaranty of Horizon PCS' obligations  under the discount notes.  Horizon PCS has
no operations separate from its investment in the Operating Companies.  Pursuant
to Rule 12h-5 of the  Securities  Exchange  Act of 1934,  no separate  financial
statements and other disclosures  concerning the Operating  Companies other than
narrative  disclosures  set  forth in the  Notes to the  Consolidated  Financial
Statements  have been  presented  herein.  Concurrent  with the  offering of the
discount notes discussed above,  Horizon PCS issued 295,000 warrants to purchase
up to 3,805,000  shares of Horizon PCS' class A common stock.  The warrants were
registered with the SEC (Registration No. 333-51240).  As used herein and except
as the  context  otherwise  may  require,  the  "Company,"  "we," "us," "our" or
"Horizon  PCS"  means,  collectively,  Horizon  PCS,  Inc.,  and  the  Operating
Companies.

                                       i
<PAGE>



                          PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HORIZON PCS, INC.

Consolidated Balance Sheets
As of March 31, 2003, and December 31, 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                           <C>                <C>
                                                                                   March 31,       December 31,
                                                                                     2003              2002
                                                                               ---------------   ---------------
                                                                                 (unaudited)
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents  (includes $11,000,000 and $55,000,000
    on deposit at March 31, 2003 and December 31, 2002, respectively,
    in accordance with covenant amendment in 2002)............................  $   69,317,934   $    86,137,284
  Restricted cash.............................................................      24,063,259        24,063,259
  Accounts receivable-- subscriber, less allowance for doubtful accounts
    of approximately $1,922,000 and $2,308,000 at March 31, 2003 and
    December 31, 2002, respectively...........................................      21,173,469        19,524,527
  Receivable from affiliate and Parent........................................         806,284             8,497
  Equipment inventory.........................................................       2,715,918         4,082,795
  Prepaid expenses and other current assets...................................       4,232,465         2,671,458
                                                                               ---------------   ---------------
        Total current assets..................................................     122,309,329       136,487,820
                                                                               ---------------   ---------------

OTHER ASSETS:
  Intangible asset-- Sprint PCS licenses, net of amortization.................      39,766,368        40,381,201
  Debt issuance costs, net of amortization....................................      19,255,638        19,995,818
  Deferred activation expense and other assets................................       6,228,967         6,723,827
                                                                               ---------------   ---------------
        Total other assets....................................................      65,250,973        67,100,846
                                                                               ---------------   ---------------

PROPERTY AND EQUIPMENT, NET...................................................     231,207,416       239,536,593
                                                                               ---------------   ---------------

            Total assets......................................................  $  418,767,718   $   443,125,259
                                                                               ===============   ===============

</TABLE>


(Continued on next page)


                                       1
<PAGE>



HORIZON PCS, INC.

Consolidated Balance Sheets (Continued)
As of March 31, 2003, and December 31, 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                            <C>               <C>
                                                                                   March 31,       December 31,
                                                                                     2003              2002
                                                                               ----------------  ----------------
                                                                                 (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable............................................................ $    21,537,167   $    23,280,465
  Accrued liabilities.........................................................      12,036,260         6,903,055
  Accrued real estate and personal property taxes.............................       3,604,348         3,438,037
  Payable to Sprint PCS.......................................................      13,601,094         9,910,262
  Deferred service revenue....................................................       5,970,738         5,308,457
                                                                               ----------------  ----------------
        Total current liabilities.............................................      56,749,607        48,840,276
                                                                               ----------------  ----------------

OTHER LONG-TERM LIABILITIES:
  Long-term debt..............................................................     523,559,698       516,284,349
  Other long-term liabilities.................................................       8,229,202         8,319,206
  Deferred activation revenue.................................................       5,350,674         6,092,645
  Deferred taxes..............................................................       6,030,935         6,030,935
                                                                               ----------------  ----------------
        Total other long-term liabilities.....................................     543,170,509       536,727,135
                                                                               ----------------  ----------------
          Total liabilities...................................................     599,920,116       585,567,411
                                                                               ----------------  ----------------

COMMITMENTS AND CONTINGENCIES (Note 7)

CONVERTIBLE PREFERRED STOCK...................................................     160,174,311       157,105,236

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, 10,000,000 shares authorized, none issued
    or outstanding, at $0.0001 par value......................................              --                --
  Common stock-- class A, 300,000,000 shares authorized,
    26,846 issued and outstanding on March 31, 2003, and 26,646 issued
    and outstanding on December 31, 2002, at $0.0001 par value................               3                 3
  Common stock-- class B, 75,000,000 shares authorized,
    58,458,354 issued and 58,445,288 outstanding, at $0.0001 par value........           5,846             5,846
  Treasury stock-- class B, 13,066 shares, at $8.50 per share.................        (111,061)         (111,061)
  Accumulated other comprehensive income (loss)...............................         (60,668)         (394,575)
  Additional paid-in capital..................................................      91,852,141        91,852,117
  Deferred stock option compensation..........................................        (730,837)         (885,747)
  Retained deficit............................................................    (432,282,133)     (390,013,971)
                                                                               ----------------  ----------------
          Total stockholders' equity (deficit)................................    (341,326,709)     (299,547,388)
                                                                               ----------------  ----------------
            Total liabilities and stockholders' equity (deficit).............. $   418,767,718   $   443,125,259
                                                                               ================  ================

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements

</TABLE>

                                       2

<PAGE>


HORIZON PCS, INC.

Consolidated Statements of Operations
For the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                           <C>                <C>
                                                                                    For the Three Months Ended
                                                                                             March 31,
                                                                                      2003              2002
                                                                               ----------------  ----------------
OPERATING REVENUES:
  Subscriber revenues.....................................................     $    43,578,954   $    35,015,205
  Roaming revenues........................................................          13,797,873        10,819,288
  Equipment revenues......................................................           1,818,096         2,375,289
                                                                               ----------------  ----------------
         Total operating revenues.........................................          59,194,923        48,209,782
                                                                               ----------------  ----------------

OPERATING EXPENSES:
  Cost of service (exclusive of items shown below)........................          43,795,933        35,750,809
  Cost of equipment.......................................................           5,754,769         4,919,595
  Selling and marketing...................................................          12,440,784        14,707,221
  General and administrative (exclusive of items shown below).............           9,156,188         9,175,049
  Non-cash compensation...................................................             154,910           177,237
  Depreciation and amortization...........................................          10,860,686         7,949,631
  Loss on disposal of property and equipment..............................             257,376           285,738
                                                                               ----------------  ----------------
         Total operating expenses.........................................          82,420,646        72,965,280
                                                                               ----------------  ----------------

OPERATING LOSS............................................................         (23,225,723)      (24,755,498)

Interest income and other, net............................................             300,112           743,636
Interest expense, net of capitalized interest.............................         (16,273,442)      (12,738,408)
                                                                               ----------------  ----------------

LOSS ON OPERATIONS BEFORE INCOME TAXES....................................         (39,199,053)      (36,750,270)

INCOME TAX EXPENSE........................................................                  --                --
                                                                               ----------------  ----------------

NET LOSS..................................................................         (39,199,053)      (36,750,270)

PREFERRED STOCK DIVIDEND..................................................          (3,069,109)       (2,856,369)
                                                                               ----------------  ----------------

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS.................................     $   (42,268,162)  $   (39,606,639)
                                                                               ================  ================

Basic and diluted net loss per share available to common stockholders.....     $         (0.72)  $         (0.68)
                                                                               ================  ================

Weighted-average common shares outstanding................................          58,472,055        58,471,934
                                                                               ================  ================

</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements

                                       3
<PAGE>




HORIZON PCS, INC.

Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                           <C>               <C>
                                                                                    For the Three Months Ended
                                                                                             March 31,
                                                                                      2003              2002
                                                                               ----------------  ----------------

NET LOSS..................................................................     $   (39,199,053)  $   (36,750,270)

OTHER COMPREHENSIVE INCOME (LOSS):
  Net unrealized gain on hedging activities...............................             333,907           389,943
                                                                               ----------------  ----------------

COMPREHENSIVE INCOME (LOSS)...............................................     $   (38,865,146)  $   (36,360,327)
                                                                               ================  ================

</TABLE>



              The accompanying notes are an integral part of these
                  condensed consolidated financial statements


                                       4
<PAGE>




HORIZON PCS, INC.

Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                           <C>                <C>
                                                                                    For the Three Months Ended
                                                                                             March 31,
                                                                                      2003              2002
                                                                               ----------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss................................................................     $   (39,199,053)  $   (36,750,270)
                                                                               ----------------  ----------------
Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization...........................................          10,860,686         7,949,631
  Non-cash compensation expense...........................................             154,910           177,237
  Non-cash interest expense...............................................           7,803,680         6,118,482
  Bad debt expense........................................................           1,423,331         3,511,642
  Loss on hedging activities..............................................                  --            34,103
  Loss on disposal of property and equipment..............................             257,376           285,738
  Change in:
    Accounts receivable...................................................          (3,072,273)       (6,534,699)
    Equipment inventory...................................................           1,366,877         2,043,052
    Prepaid expenses and other current assets.............................          (1,561,007)       (1,830,524)
    Accounts payable......................................................          (1,743,298)        2,966,259
    Payable to Sprint.....................................................           3,690,832         6,648,003
    Accrued liabilities and deferred service revenue......................           5,961,797         4,046,988
    Receivable/payable from affiliates and Parent.........................            (797,787)          484,771
    Other assets and liabilities, net.....................................             243,868           129,672
                                                                               ----------------  ----------------
    Total adjustments.....................................................          24,588,992        26,030,355
                                                                               ----------------  ----------------
      Net cash used in operating activities...............................         (14,610,061)      (10,719,915)
                                                                               ----------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, net...............................................          (2,209,313)      (23,438,012)
  Proceeds from sale of property and equipment............................                  --         1,253,182
                                                                               ----------------  ----------------
      Net cash used in investing activities...............................          (2,209,313)      (22,184,830)
                                                                               ----------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITES:
  Exercise of stock options...............................................                  24                --
  Proceeds from borrowings on long-term debt..............................                  --       105,000,000
                                                                               ----------------  ----------------
      Net cash provided by financing activities...........................                  24       105,000,000
                                                                               ----------------  ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS......................         (16,819,350)       72,095,255
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD............................          86,137,284       123,775,562
                                                                               ----------------  ----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD..................................      $   69,317,934   $   195,870,817
                                                                               ================  ================

</TABLE>




                                       5
<PAGE>

HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2003, and December 31, 2002,
And for the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------


NOTE 1 - GENERAL

     The  results  of  operations  for the  periods  shown  are not  necessarily
indicative  of the results to be expected for the fiscal year. In the opinion of
management,  the information contained herein reflects all adjustments necessary
to make a fair  statement  of the results for the  periods  presented.  All such
adjustments  are  of  a  normal  recurring  nature.  The  financial  information
presented  herein should be read in conjunction with the Company's Form 10-K for
the year ended December 31, 2002, which includes information and disclosures not
presented herein.

NOTE 2 - LIQUIDITY

     As of March 31, 2003, the Company was in compliance with its covenants with
regard  to all  outstanding  debt.  However,  the  Company  believes  that it is
probable  that it will violate one or more  covenants  under the secured  credit
facility in 2003.  The  failure to comply  with a covenant  would be an event of
default under the secured credit facility,  and would give the lenders the right
to pursue  remedies.  These remedies could include  acceleration  of amounts due
under the facility.  If the lenders  elected to accelerate the amounts due under
the facility,  this would also  represent a default under the indentures for the
senior  notes and  discount  notes (Note 6). As noted in our 10-K  filing  dated
March 31, 2003, at December 31, 2002, our  independent  auditors'  report states
these matters raise substantial doubt about the Company's ability to continue as
a going  concern.  The  consolidated  financial  statements  do not  include any
adjustments that might result from the outcome of this uncertainty.

NOTE 3 - ORGANIZATION AND BUSINESS OPERATIONS

     On April 26, 2000,  Horizon  Telcom,  Inc.  ("Parent" or "Horizon  Telcom")
formed  Horizon  PCS,  Inc. The Company  primarily  provides  wireless  personal
communications  services  ("PCS")  as a PCS  affiliate  of Sprint.  The  Company
entered  into  management  agreements  with Sprint  during 1998 and 1999.  These
agreements,  as amended,  provide the Company with the exclusive right to build,
own, and manage a wireless voice and data services network in markets located in
Ohio, West Virginia, Kentucky, Virginia, Tennessee, Maryland,  Pennsylvania, New
York,  New Jersey,  Michigan,  North  Carolina and Indiana  under the Sprint PCS
brand. The term of the agreements is twenty years with three successive ten-year
renewal periods unless  terminated by either party under provisions  outlined in
the management  agreements.  The management  agreements include  indemnification
clauses  between the Company and Sprint to indemnify  each party against  claims
arising  from  violations  of  laws or the  management  agreements,  other  than
liabilities resulting from negligence or willful misconduct of the party seeking
to be indemnified.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Note 4 in the Notes to Consolidated  Financial  Statements in the Company's
Annual Report on Form 10-K for the year ended  December 31, 2002,  describes the
Company's  significant  accounting  policies in greater  detail  than  presented
herein.

BASIS OF PRESENTATION

     The accompanying unaudited quarterly consolidated financial statements have
been prepared in accordance with the rules and  regulations of the SEC.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America have been  condensed or omitted  pursuant to such rules
and regulations.  These  statements  include the accounts of the Company and its
wholly-owned  subsidiaries,  HPC  and  Bright  PCS.  All  material  intercompany
transactions and balances have been eliminated.  These statements should be read
in  conjunction  with the audited  consolidated  financial  statements and notes
thereto  contained in the  Company's  Annual  Report on Form 10-K for the fiscal
year  ended  December  31,  2002.



                                       6
<PAGE>

HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2003, and December 31, 2002,
And for the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------


NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ESTIMATES

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

RESTRICTED CASH

     In connection with the Company's  December 2001 offering of $175,000,000 of
senior notes due in 2011 (Note 6),  approximately  $48,660,000 of the offering's
proceeds  were  placed in an escrow  account  to be used  toward  the first four
semi-annual interest payments due under the terms of the notes. During 2002, the
Company paid approximately  $24,596,000 representing the first two installments.
The remaining two interest  payments have been  classified as short-term and are
scheduled to be paid in June and December of 2003.

EQUIPMENT INVENTORY

     Equipment   inventory   consists  of  handsets  and  related   accessories.
Inventories are carried at the lower of cost (determined by the weighted average
method) or market (replacement cost).

PROPERTY AND EQUIPMENT

     Property and equipment,  including  improvements  that extend useful lives,
are  stated at cost (Note 5),  while  maintenance  and  repairs  are  charged to
operations as incurred.  Construction work in progress includes expenditures for
the purchase of capital equipment, construction and items such as direct payroll
and related benefits and interest capitalized during construction.

     The  Company  capitalizes  interest  pursuant  to  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 34,  "Capitalization  of Interest Cost." The
Company  capitalized  interest of approximately  $463,000 and $2,090,000 for the
three  months  ended March 31, 2003 and 2002,  respectively.  In  addition,  the
Company capitalized labor costs of approximately  $33,000 and $1,282,000 for the
three months ended March 31, 2003 and 2002, respectively.

REVENUE RECOGNITION

     The  Company  records  equipment  revenue  from  the sale of  handsets  and
accessories to subscribers in its retail stores and to local distributors in its
territories  upon  delivery.  The Company does not record  equipment  revenue on
handsets and accessories sold by national  third-party  retailers or directly by
Sprint to subscribers in our  territory.  After the handset has been  purchased,
the  subscriber  purchases a service  package,  revenue from which is recognized
monthly as service is provided  and is included in  subscriber  revenue,  net of
credits  related to the billed  revenue.  The  Company  believes  the  equipment
revenue  and  related  cost of  equipment  associated  with the sale of wireless
handsets  and  accessories  is a  separate  earnings  process  from  the sale of
wireless services to subscribers.  For industry competitive reasons, the Company
sells wireless  handsets at a loss.  Because such  arrangements do not require a
customer to subscribe to the Company's wireless services and because the Company
sells wireless  handsets to existing  customers at a loss, the Company  accounts
for these transactions  separately from agreements to provide customers wireless
service.



                                       7
<PAGE>

HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2003, and December 31, 2002,
And for the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------


NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     The Company recognizes  revenues when persuasive evidence of an arrangement
exists,  services have been rendered or products have been delivered,  the price
to the  buyer  is fixed  and  determinable,  and  collectibility  is  reasonably
assured. The Company's revenue recognition policy is consistent with the current
interpretations  of SEC Staff  Accounting  Bulletin  ("SAB") No.  101,  "Revenue
Recognition in Financial  Statements."  Accordingly,  activation fee revenue and
direct  customer  activation  expense is deferred and will be recorded  over the
average life for those customers  (currently estimated to be 24 months) that are
assessed an activation fee.

    A management fee of 8% of collected PCS revenues from Sprint PCS subscribers
based in the  Company's  territory,  is accrued as  services  are  provided  and
remitted to Sprint and recorded as general and administrative expense.  Revenues
generated from the sale of handsets and accessories, inbound and outbound Sprint
PCS roaming fees, and roaming services  provided to Sprint PCS customers who are
not based in the Company's territory are not subject to the 8% management fee.

DERIVATIVE FINANCIAL INSTRUMENTS

    The  Company's  policies  do not  permit  the  use of  derivative  financial
instruments  for speculative  purposes.  The Company uses interest rate swaps to
manage  interest  rate risk.  The net amount paid or  received on interest  rate
swaps is recognized as an adjustment to interest income and other.

    The Company has adopted SFAS No. 133, "Accounting for Derivative Instruments
and Hedging  Activities," as amended by SFAS No. 138, "Accounting for Derivative
Instruments and Certain Hedging  Activities." These statements require an entity
to recognize  all  derivative  and hedging  activities  as an asset or liability
measured at fair value. Depending on the intended use of the derivative, changes
in its fair value will be reported in the period of change as either a component
of earnings or a  component  of other  comprehensive  income.  The Company  uses
interest  rate swaps,  designated as cash flow hedges,  to manage  interest rate
risk. The net amount paid or received on interest rate swaps is recognized as an
adjustment  to  interest  income  and  other.  Changes  in the  fair  value of a
derivative  that is highly  effective and that is designated  and qualifies as a
cash-flow  hedge are recorded in other  comprehensive  income to the extent that
the  derivative  is  effective  as a hedge,  until  earnings are affected by the
variability in cash flows of the designated hedged item. The ineffective portion
of the change in fair value of a derivative  instrument that qualifies as either
a fair-value hedge or a cash-flow hedge is reported in earnings.  Changes in the
fair value of  derivative  trading  instruments  are reported in current  period
earnings.  Outstanding  temporary gains and losses are netted together and shown
as either a component of other assets or accrued liabilities.

STOCK-BASED COMPENSATION

    The  Company  applies  the  intrinsic   value-based   method  of  accounting
prescribed by Accounting  Principles  Board ("APB") Opinion No. 25,  "Accounting
for Stock Issued to Employees," and related interpretations  including Financial
Accounting  Standards  Board ("FASB")  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  involving Stock  Compensation - an  interpretation of APB
Opinion  No.  25"  issued in March  2000,  to  account  for its fixed plan stock
options.  Under this  method,  compensation  expense is  recorded on the date of
grant only if the current  market  price of the  underlying  stock  exceeded the
exercise  price.  SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation,"
established  accounting and  disclosure  requirements  using a fair  value-based
method of accounting for stock-based employee  compensation plans. As allowed by
SFAS No.  123,  the  Company  has  elected to  continue  to apply the  intrinsic
value-based method of accounting described above, and has adopted the disclosure
requirements  of  SFAS  No.  148  "Accounting  for  Stock-Based  Compensation  -
Transition  and  Disclosure  - an  amendment  of FASB  Statement  No.  123." The
following  table  illustrates  the  effect  on net loss if the  fair-value-based
method had been applied to all outstanding and unvested awards in each period.




                                       8
<PAGE>

HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2003, and December 31, 2002,
And for the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------


NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

<TABLE>
<CAPTION>
<S>                                                                  <C>                  <C>
                                                                             2003                2002
                                                                     ------------------   -----------------
Net loss available to common stockholders, as reported............     $   (42,268,162)    $   (39,606,639)
Add: Stock-based employee compensation expense included in
  reported net loss...............................................             154,910             177,237
Deduct: Total stock-based employee compensation expense
  determined under fair value base method for all awards,
  net of related tax effects......................................            (197,258)           (287,666)
                                                                     ------------------   -----------------
 Pro Forma net loss available to common stockholders..............     $   (42,310,510)    $   (39,717,068)
                                                                     ==================   =================

Basic and diluted loss per share available to common
  stockholders - as reported......................................     $         (0.72     $         (0.68)
                                                                     ==================   =================
Basic and diluted loss per share available to common
  stockholders - pro forma........................................     $         (0.72     $         (0.68)
                                                                     ==================   =================
</TABLE>


NET LOSS PER SHARE

     The Company  computes net loss per common share in accordance with SFAS No.
128,  "Earnings  per Share."  Basic and diluted net loss per share  available to
common  stockholders  is  computed  by  dividing  net loss  available  to common
stockholders for each period by the weighted-average  outstanding common shares.
No conversion of common stock  equivalents has been assumed in the  calculations
since  the  effect  would  be   antidilutive.   As  a  result,   the  number  of
weighted-average outstanding common shares as well as the amount of net loss per
share is the same for basic and diluted net loss per share  calculations for all
periods  presented.  There are three items that could  potentially  dilute basic
earnings per share in the future.  These items  include  common  stock  options,
stock purchase  warrants and convertible  preferred  stock.  These items will be
included in the diluted earnings per share calculation when dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of FASB Statement No.
123." This Statement provides  alternative methods of transition for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation. In addition, this Statement requires prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The Company adopted the disclosure  requirements of SFAS No. 148 as of
December 31, 2002,  but  continues  to account for stock  compensation  costs in
accordance with APB Opinion No. 25.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
by  requiring  that  expenses  related to the exit of an activity or disposal of
long-lived  assets be recorded when they are incurred and  measurable.  Prior to
SFAS No. 146,  these  charges were accrued at the time of  commitment to exit or
dispose of an activity.  The Company adopted SFAS 146 on January 1, 2003, and it
did not have a material effect on the Company's financial  position,  results of
operations or cash flows.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections."
SFAS  No.  145  addresses  the   accounting   for  gains  and  losses  from  the
extinguishment   of  debt,   economic   effects  and  accounting   practices  of
sale-leaseback   transactions  and  makes  technical   corrections  to  existing
pronouncements.  The Company adopted SFAS No. 145 on January 1, 2003, and it did
not have a  material  effect on the  Company's  financial  position,  results of
operations or cash flows.





                                       9
<PAGE>



HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2003, and December 31, 2002,
And for the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------


NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement  Obligations."  This  statement  addresses  financial  accounting and
reporting for obligations associated with the retirements of tangible long-lived
assets  and  the  associated  asset  retirement   costs.  It  applies  to  legal
obligations  associated  with the  retirement  of long- lived assets that result
from the  acquisition,  construction,  development and the normal operation of a
long-lived  asset. The Company adopted this statement  effective January 1, 2003
(see Note 5).

     In 2002,  the  FASB's  Emerging  Issues  Task  Force,  ("EITF"),  reached a
consensus on Issue 00-21,  "Revenue  Arrangements  with Multiple  Deliverables."
Issue 00-21 provides  guidance on how a vendor should  account for  arrangements
under which it will perform multiple revenue-generating activities. The guidance
in this Issue is effective for revenue agreements entered into in fiscal periods
beginning  after June 15, 2003. The Company is still  evaluating the impact this
guidance  might have on its financial  position,  results of operations and cash
flows. The Company will adopt the guidance in Issue 00-21 as of July 1, 2003.

RECLASSIFICATIONS

     Certain prior year amounts have been  reclassified to conform with the 2003
presentation.

NOTE 5 - PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at:

<TABLE>
<CAPTION>
<S>                                                                 <C>               <C>

                                                                        March 31,       December 31,
                                                                          2003              2002
                                                                    ----------------  ----------------
Network assets...................................................   $   208,364,586   $   196,548,216
Switching equipment..............................................        62,584,893        63,294,413
Furniture, vehicles and office equipment.........................        10,493,868        10,348,364
Land.............................................................           966,689           966,689
                                                                    ----------------  ----------------
    Property and equipment in service, cost......................       282,410,036       271,157,682
Accumulated depreciation.........................................       (54,789,901)      (46,273,707)
                                                                    ----------------  ----------------
        Property and equipment in service, net...................       227,620,135       224,883,975
Construction work in progress....................................         3,587,281        14,652,618
                                                                    ----------------  ----------------
            Total property and equipment, net....................   $   231,207,416   $   239,536,593
                                                                    ================  ================
</TABLE>

     During the three months ended March 31, 2003,  the Company  incurred a loss
of  approximately  $257,000 related to closing of two of our retail stores and a
planned store that never  opened.  During the three months ended March 31, 2002,
the Company  retired  certain network assets and replaced them with equipment to
upgrade the network resulting in a loss of approximately $286,000.

     During the three  months  ended  March 31,  2003,  the  Company  recorded a
liability of $22,600 and a cumulative  change in accounting  principle of $9,570
related to the adoption SFAS No. 143 for potential costs associated with certain
asset retirement  obligations.  The cumulative change in accounting principle is
included in "interest income and other,  net" on the  accompanying  statement of
operations.



                                       10
<PAGE>


HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2003, and December 31, 2002,
And for the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------


NOTE 6 - LONG-TERM DEBT

     The components of long-term debt outstanding are as follows:

<TABLE>
<CAPTION>
<S>                                         <C>                  <C>              <C>

                                            Interest Rate at         March 31,      December 31,
                                             March 31, 2003            2003             2002
                                            ----------------     ---------------- ----------------
Senior notes...........................          14.00%          $   295,000,000  $   295,000,000
Discount notes ........................          13.75%              175,000,000      175,000,000
Secured credit facility - term loan A..           5.40%              105,000,000      105,000,000
Secured credit facility - term loan B..           5.86%               50,000,000       50,000,000
                                                                 ---------------- ----------------
Long-term debt, face value.............                              625,000,000      625,000,000
Less: unaccreted interest portion of
  discount notes.......................                             (101,440,302)    (108,715,651)
                                                                 ---------------- ----------------
    Total long-term debt...............                          $   523,559,698  $   516,284,349
                                                                 ================ ================

</TABLE>

     Horizon PCS' secured credit facility includes financial covenants including
restrictions  on the  Company's  ability  to draw on the $95.0  million  line of
credit and deposit requirements on the $105.0 million term loan A. These amounts
are summarized below:

    The following  table details the maximum amount  available to be borrowed on
the line of credit for the period then ended (subject to other  restrictions  in
the secured credit facility):
                                                               Maximum amount
                                                               available to be
                                                                  borrowed
                                                               ---------------
          March 31, 2003................................                 --
          June 30, 2003.................................        $  16,000,000
          September 30, 2003............................           26,000,000
          December 31, 2003.............................           33,000,000
          March 31, 2004................................           52,000,000
          April 1, 2004.................................           95,000,000

     The following table details the minimum balance requirements placed on cash
and cash equivalents under the amended terms of the secured credit facility:

                                                               Deposit balance
                                                                 requirement
                                                               ---------------
          February 16, 2003, through March 31, 2003.....       $  11,000,000
          April 1, 2003, through May 15, 2003...........           5,500,000

     As of March 31,  2003,  the Company was in  compliance  with the  covenants
under the agreements for the senior credit  facility,  therefore,  the Company's
indebtedness  was  classified as long-term.  However as described in Note 2, the
Company believes it is probable that the Company will violate one or more of its
covenants during 2003. If the Company violates a covenant,  is declared to be in
default of the credit agreement,  then this indebtedness will be reclassified to
current  liabilities.  In addition,  if the lenders  accelerate the indebtedness
under the senior credit facility, this would cause a default under the Company's
other  notes,  in which case the balance of the notes would be  reclassified  as
short-term.




                                       11
<PAGE>


HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2003, and December 31, 2002,
And for the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------


NOTE 7 - COMMITMENTS AND CONTINGENCIES

SPRINT 3G DEVELOPMENT FEES

     Recently,  Sprint increased service fees in connection with its development
of 3G-related  back-office systems and platforms.  The Company, along with other
PCS affiliates of Sprint, is currently  disputing the validity of Sprint's right
to pass  through  this  fee to the  affiliates.  If  this  dispute  is  resolved
unfavorably to the Company,  then Horizon PCS will incur additional expenses. As
of March 31, 2003, the Company has not recorded or paid amounts billed by Sprint
for 3G development costs of approximately $813,000.

OPERATING LEASES

     The  Company  leases  office  space and  various  equipment  under  several
operating leases. In addition, the Company has tower lease agreements with third
parties whereby the Company leases towers for substantially all of the Company's
cell sites.  The tower  leases are  operating  leases with a term of five to ten
years with three consecutive five-year renewal option periods. In addition,  the
Company  receives a site  development  fee from a tower lessor for certain tower
sites which the lessor constructs on behalf of the Company.

     The Company also leases space for its retail stores. At March 31, 2003, the
Company leased 43 stores, operating throughout its territories.

LEGAL MATTERS

     The  Company  is party to legal  claims  arising  in the  normal  course of
business.  Although the ultimate  outcome of the claims cannot be ascertained at
this time,  it is the opinion of  management  that none of these  matters,  when
resolved,  will have a  material  adverse  impact on the  Company's  results  of
operations or financial condition.

GUARANTEES

     The  discount  notes and  senior  notes  are  guaranteed  by the  Company's
existing  subsidiaries,  HPC and  Bright  PCS,  and  will be  guaranteed  by the
Company's  future  domestic   restricted   subsidiaries.   The  Company  has  no
independent assets or operations apart from its subsidiaries. The guarantees are
general  unsecured  obligations.   Each  guarantor  unconditionally  guarantees,
jointly and severally,  on a senior  subordinated  basis,  the full and punctual
payment of principal premium and liquidated damages, if any, and interest on the
discount  notes  when due.  If the  Company  creates  or  acquires  unrestricted
subsidiaries and foreign restricted subsidiaries, these subsidiaries need not be
guarantors.

STORE CLOSINGS

     During the first quarter of 2003 the Company closed two retail  stores.  In
conjunction with these closing,  we recorded a liability and corresponding lease
expense of  approximately  $97,000  representing  the net  present  value of the
remaining lease obligations, net of the anticipated sublease revenues.

NTELOS NETWORK AGREEMENT

     In August  1999,  the Company  entered  into a wholesale  network  services
agreement with the West Virginia PCS Alliance and the Virginia PCS Alliance (the
"Alliances"), two related, independent PCS providers whose network is managed by
NTELOS. Under the network services agreement,  the Alliances provide the Company
with the use of and access to key  components  of their network in most of HPCS'
markets in Virginia  and West  Virginia.  The initial  term was through  June 8,
2008, with four automatic ten-year renewals.



                                       12
<PAGE>


HORIZON PCS, INC.

Notes to Consolidated Financial Statements
As of March 31, 2003, and December 31, 2002,
And for the Three Months Ended March 31, 2003 and 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     This  agreement  was amended in the third  quarter of 2001 to provide for a
minimum  monthly fee to be paid by the Company  through  December 31, 2003.  The
minimum  monthly  fee  includes  a fixed  number  of  minutes  to be used by the
Company's  subscribers.  The Company  incurs  additional  per minute charges for
minutes used in excess of the fixed number of minutes  allotted each month.  The
aggregate amount of future minimum payments for the full year ended December 31,
2003 is $38,600,000.  Total costs recorded,  for both fixed and variable charges
incurred  by the NTELOS  agreement,  were  approximately  $9.7  million and $6.7
million for the three  months  ended March 31, 2003 and 2002,  respectively  and
approximately $33,036,000, for the year ended December 31, 2002.

     On March 4, 2003, NTELOS and certain of its subsidiaries  filed voluntarily
petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S.  Bankruptcy  Court for the  Eastern  District of  Virginia.  The results of
NTELOS'  restructuring  could have a material  adverse impact on our operations.
Pursuant to bankruptcy law, the Alliances have the right to assume or reject the
network  services  agreement.  If the  Alliances  reject  the  network  services
agreement,  we will lose the ability to provide  service to our  subscribers  in
Virginia and West  Virginia and will be in breach of our  management  agreements
with Sprint.

ASSET RETIREMENT OBLIGATION

     The Company owns three of the towers within its wireless network. Under the
provisions  of SFAS No.  143,  which the Company  adopted on January 1, 2003,  a
liability and a corresponding asset in the amount of approximately  $23,000 were
recorded on January 1, 2003 for the legal  obligation  the Company has to remove
these towers and make necessary  improvements  to bring the site to its original
condition at the end of the land lease term. A one-time charge of  approximately
$10,000 for the cumulative  change in accounting policy is included in "Interest
income and other,  net" for the period ended March 31, 2003.  The balance of the
asset will be depreciated over the remaining lives of the land leases associated
with the towers.

NOTE 8 - RELATED PARTIES

     The Company has  non-interest-bearing  receivables from affiliate companies
(other  subsidiaries  of the Parent)  related to advances  made to and  services
received from these affiliated  companies.  At March 31, 2003, the Company had a
receivable  from the affiliates  related to  prepayments.  The balances due from
related parties as of March 31, 2003, and December 31, 2002, are as follows:


                                                 March 31,        December 31,
                                                   2003               2002
                                            ---------------   ----------------
Receivable from affiliates..............      $    806,284     $      8,497


     During the three months ended March 31, 2003 and 2002, affiliated companies
provided the Company  administrative  services including financial,  regulatory,
human  resource and other support  services.  These  services are provided under
agreements  that  have a term of  three  years,  with the  right  to  renew  the
agreement for additional  one-year terms each year  thereafter.  The cost of the
management  services for the three  months  ended March 31, 2003 and 2002,  were
approximately $1,397,000 and $1,420,000, respectively.






                                       13
<PAGE>


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

     The following  discussion and analysis  should be read in conjunction  with
the  consolidated  financial  statements and the related notes.

                           FORWARD-LOOKING STATEMENTS

     This  quarterly  report on Form 10-Q  includes  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities  Act),  and Section 21E of the  Securities  Exchange Act of 1934,  as
amended  (the   Exchange   Act),   which  can  be   identified  by  the  use  of
forward-looking   terminology  such  as:  "may",  "might",   "could",   "would",
"believe",   "expect",  "intend",  "plan",  "seek",  "anticipate",   "estimate",
"project" or "continue" or the negative thereof or other  variations  thereon or
comparable terminology.  All statements other than statements of historical fact
included in this quarterly report on Form 10-Q,  including  without  limitation,
the statements under "ITEM 2. Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and "ITEM 5. Other Information" and located
elsewhere   herein   regarding   our   financial   position  and  liquidity  are
forward-looking  statements.  These forward-looking statements also include, but
are not limited to:

     o    estimates of current and future population for our markets;

     o    forecasts of growth in the number of consumers  and  businesses  using
          personal communication services;

     o    estimates for churn and ARPU (defined below);

     o    statements  regarding  our plans for and costs of the build-out of our
          PCS network;

     o    statements  regarding  our  anticipated   revenues,   expense  levels,
          liquidity  and  capital  resources  and  projections  of  when we will
          achieve break-even or positive EBITDA and operating cash flow; and

     o    the anticipated impact of recent accounting pronouncements.

     Although  we believe the  expectations  reflected  in such  forward-looking
statements are reasonable, we can give no assurance such expectations will prove
to have been correct. Important factors with respect to any such forward-looking
statements,  including certain risks and  uncertainties  that could cause actual
results to differ materially from our expectations (Cautionary Statements),  are
disclosed in this quarterly report on Form 10-Q, including,  without limitation,
in conjunction with the  forward-looking  statements  included in this quarterly
report on Form 10-Q. Important factors that could cause actual results to differ
materially from those in the forward-looking statements included herein include,
but are not limited to:

     o    our ability to continue as a going concern;

     o    our significant level of indebtedness;

     o    the likelihood  that we will fail to comply with debt covenants in our
          senior secured credit facility;

     o    the  nature  and  amount of the fees that  Sprint  charges us for back
          office services;

     o    our potential need for additional  capital or the need for refinancing
          existing indebtedness;

     o    our  dependence on our  affiliation  with Sprint and our dependence on
          Sprint's back office services;

     o    the need to successfully  complete the build-out of our portion of the
          Sprint PCS network on our anticipated schedule;

     o    changes or advances in technology and the acceptance of new technology
          in the marketplace;



                                       14
<PAGE>

     o    competition in the industry and markets in which we operate;

     o    the  potential  to  continue  to  experience  a high rate of  customer
          turnover;

     o    our lack of operating history and anticipation of future losses;

     o    potential fluctuations in our operating results;

     o    our ability to attract and retain skilled personnel;

     o    changes in government regulation; and

     o    general political, economic and business conditions.

     These   forward-looking   statements   involve  known  and  unknown  risks,
uncertainties and other factors which may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by such  forward-looking  statements.  All
subsequent  written and oral  forward-looking  statements  attributable to us or
persons  acting on our behalf are expressly  qualified in their  entirety by the
Cautionary  Statements.  See "Item 5.Other  Information" for further information
regarding several of the risks and uncertainties.

KEY METRICS

     The following  discussion  details key operating metrics and focuses on the
details of our financial  performance over the three months ended March 31, 2003
compared to three months ended March 31, 2002.

     The Company  provides  certain  financial  measures that are  calculated in
accordance with  accounting  principles  generally  accepted in the Unites State
("GAAP") and adjustments to GAAP ("non-GAAP") to assess the company's  financial
performance.  In addition, the Company uses certain non-financial terms, such as
churn,  which are metrics used in the wireless  communications  industry and are
not  measures of  financial  performance  under  GAAP.  The  non-GAAP  financial
measures  reflect standard  measures of liquidity,  profitability or performance
and the non-financial  metrics reflect industry  conventions,  both of which are
commonly  used by the  investment  community  for  comparability  purposes.  The
non-GAAP  financial  measures  should  be  considered  in  addition  to,  not as
substitutes for, the information prepared in accordance with GAAP.

     Customer   Additions.   As  of  March  31,  2003,   we  provided   personal
communication service directly to approximately 294,900 customers. For the three
months ended March 31, 2003 and 2002,  Horizon PCS net subscribers  increased by
approximately  24,000  and 28,600  customers,  respectively.  Gross  activations
during the first quarter of 2003 were 2% higher than the same period in 2002 due
in part to launching of additional markets.  Gross activations were offset by an
increase in the number of deactivations  resulting in overall lower net customer
additions  for the three  months  ended  March 31,  2003,  compared to the three
months ended March 31, 2002. Our  subscriber  base at March 31, 2003 consists of
approximately 73% prime credit class customers  compared to approximately 74% at
December  31,  2002.  We have  focused  our  efforts  on adding  better  quality
customers in an effort to reduce churn and lower our bad debt exposure.

     Cost Per Gross  Addition.  CPGA  summarizes the average cost to acquire new
subscribers  during the  period.  CPGA is the  income  statement  components  of
selling and marketing and cost of equipment (net of equipment revenue),  divided
by the total new subscribers  acquired during the period.  CPGA was $319 for the
three months  ended March 31, 2003,  compared to $342 for the three months ended
March 31, 2002. This decrease is primarily the result of reductions in marketing
and advertising expenditures in 2003 compared to 2002.



                                       15
<PAGE>



     Cash  Cost Per User  CCPU is the cash  costs  per  period  to  operate  the
business  on a per user basis  consisting  of cost of service  and  general  and
administrative  expenses,  divided by the average subscribers for the period and
divided by the number of months in the period. CCPU was $63 for the three months
ended March 31, 2003, compared to $72 for the three months ended March 31, 2002.
This decrease is primarily the result of an increase in our subscriber base.

     Churn.  Churn is the monthly  rate of customer  turnover  that results from
both voluntarily and involuntarily  discontinued service during the month. Churn
is computed by dividing the number of customers that discontinued service during
the month, net of 30-day returns, by the beginning customer base for the period.
Quarterly churn is an average of the three months in the quarter.  Churn for the
three  months  ended  March 31,  2003,  was 2.9%  compared to 3.2% for the three
months ended March 31, 2002.  This  decrease in churn is a result of our efforts
to increase the credit  quality of our  subscriber  base.  We believe that it is
likely  that churn will  remain at or,  should our churn  reduction  initiatives
prove successful, slightly below this level during 2003.

     Average  Revenue Per Unit.  ARPU summarizes the average monthly revenue per
customer.  ARPU is computed by dividing service revenue and roaming revenues for
the period by the average subscribers for the period, and dividing by the number
of months in the period.

     The following  summarizes the components of ARPU for the three months ended
March 31:

                                                        2003           2002
                                                   -------------   -------------
       Service revenues
          Recurring............................     $      39       $      40
          Minute sensitive.....................             9              12
          Features and other...................             4               4
                                                   -------------   -------------
            Total service revenues.............            52              56
                                                   -------------   -------------

       Roaming revenues........................            16              18
                                                   -------------   -------------
              ARPU.............................     $      68       $      74
                                                   -------------   -------------

     Recurring service ARPU has declined as more customers activated or migrated
to  service  plans in the  $29.99  to $39.99  monthly  recurring  charge  range.
Additionally,  recent service plans are offering more minutes at a lower monthly
charge due to increased  competition in the wireless industry.  These additional
minutes have driven down the ARPU received when  customers use more minutes than
their plan allows.  We anticipate  this trend to continue on voice-only  service
plans,  but we  anticipate  higher  service  ARPU in the  future as  subscribers
activate on data and voice  plans,  which offer more  features,  but at a higher
monthly charge.

     The  reduction in the  reciprocal  roaming rate between  Sprint and its PCS
affiliates  has caused a decline in the roaming ARPU.  The Sprint PCS reciprocal
roaming  rate  decreased  to $0.058 per minute on January 1, 2003,  compared  to
$0.10 during the first quarter of 2002. This rate decrease  lowered revenue from
the reciprocal  roaming with Sprint and its PCS affiliates by approximately  32%
in 2003.

     The following tables reconcile the non-GAAP  financial  measures  discussed
above for the three months ended March 31.

<TABLE>
<CAPTION>
        <S>                                       <C>              <C>

        Cost Per Gross Add (CPGA)                      2003             2002
                                                  --------------   --------------
           Selling and marketing..............    $ 12,440,784     $  14,707,221
           Cost of equipment..................       5,754,769         4,919,595
           Equipment revenues.................      (1,818,096)       (2,375,289)
                                                  --------------   --------------
             Total cost of gross additions....    $ 16,377,457     $  17,251,527
                                                  --------------   --------------

        Gross additions.......................          51,290            50,373

           CPGA...............................    $        319     $         342


</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
       <S>                                       <C>              <C>

        Cash Cost Per User (CCPU)                     2003              2002
                                                  -------------    --------------
           Cost of service....................    $ 43,795,933     $  35,750,809
           General and administrative.........       9,156,189         9,175,049
                                                  -------------    --------------
             Total cash costs.................    $ 52,952,122     $  44,925,858
                                                  -------------    --------------

        Average subscribers...................         282,348           206,725

             CCPU ............................    $         63     $          72



        Average Revenue Per User (ARPU)               2003              2002
                                                  -------------    --------------
           Subscriber revenues................    $ 43,578,954     $  35,015,205
           Roaming revenues...................      13,797,873        10,819,288
                                                  -------------    --------------
             Total subscriber revenues........    $ 57,376,827     $  45,834,493
                                                  -------------    --------------

        Average subscribers...................         282,348           206,725

           ARPU                                   $         68     $          74

</TABLE>


RESULTS OF OPERATIONS

     Revenues.  The  following  table sets forth a breakdown  of our revenues by
type for the three months ended March 31:

        (Dollars in thousands)                 2003                 2002
                                        -------------------  -------------------
                                           Amount       %      Amount        %
                                        ----------  -------  ----------  -------
        Subscriber revenues             $   43,579      74%  $   35,015      73%
        Roaming revenues                    13,798      23%      10,819      22%
        Equipment revenues                   1,818       3%       2,376       5%
                                        ----------  -------  ----------  -------
        Total revenues                  $   59,195     100%  $   48,210     100%
                                        ==========  =======  ==========  =======

     Subscriber  revenues.  Subscriber revenues for the three months ended March
31, 2003, were  approximately  $43.6 million,  compared to  approximately  $35.0
million for the three months ended March 31, 2002, an increase of  approximately
$8.6 million.  The growth in subscriber  revenues is primarily the result of the
growth in our customer base. We managed approximately 294,900 customers at March
31, 2003,  compared to  approximately  222,700 at March 31, 2002.  The growth in
subscriber  revenue was reduced by decreases in ARPU resulting from lower minute
sensitive and monthly recurring fees.

     Roaming  revenues.  Roaming  revenues  increased from  approximately  $10.8
million  during the three months ended March 31, 2002,  to  approximately  $13.8
million for the three months ended March 31, 2002, an increase of  approximately
$3.0 million.  This increase resulted from launching additional markets over the
past year as well as expanding roaming agreements with wireless carriers, offset
by the decrease in the reciprocal roaming rate described above.

     Equipment revenues. Equipment revenues for the three months ended March 31,
2003, were  approximately  $1.8 million,  compared to approximately $2.4 million
for  the  three  months  ended  March  31,  2002,  representing  a  decrease  of
approximately  $600,000.  The decrease is attributable to a decline in the sales
price of handsets as the average  sales  price,  net of  discounts  and rebates,
decreased to $59 for the three  months  ended March 31, 2003,  from $129 for the
same period in 2002,  partially  offset by an increase in the number of handsets
sold.

     Cost of service. Cost of service for the three months ended March 31, 2003,
was approximately $43.8 million, compared to approximately $35.8 million for the
three months ended March 31, 2002,  an increase of  approximately  $8.0 million.
This increase  reflects an increase in roaming expense and long distance charges
of  approximately  $1.7  million and the  increase in costs  incurred  under our
network  services  agreement with the Alliances of  approximately  $3.0 million,
both as a result of our  subscriber  growth during 2002 and the first quarter of
2003.  Additionally,  at March 31, 2002, our network covered  approximately  7.2


                                       17
<PAGE>

million people. At March 31, 2003, our network covered approximately 7.4 million
people.  As a result,  cost of service  in 2003 was higher  than 2002 due to the
increase in network operations, including tower lease expense, circuit costs and
payroll  expense,  of  approximately  $1.4 million.  Growth in our customer base
resulted  in  increased  customer  care,  activations,  and  billing  expense of
approximately  $1.2 million and other  variable  expenses,  including  increased
switching and national platform expenses of approximately $700,000.

     Cost of  equipment.  Cost of equipment for the three months ended March 31,
2003, was approximately $5.8 million, compared to approximately $4.9 million for
the three months ended March 31, 2002,  an increase of  approximately  $900,000.
The  increase  in the cost of  equipment  is the  result  of the  growth  in our
wireless  customers.  We sold  approximately  31,000 handsets through our direct
sales  channels  during the three  months  ended  March 31,  2003,  compared  to
approximately  18,000 during the same period in 2002. This was partially  offset
by the  decreasing  unit cost of the  handsets.  For  competitive  and marketing
reasons,  we have sold  handsets to our  customers  below our cost and expect to
continue to sell handsets at a price below our cost for the foreseeable future.

     Selling and marketing expenses. Selling and marketing expenses decreased to
approximately  $12.4 million for the three months ended March 31, 2003, compared
to  approximately  $14.7  million for the three  months  ended March 31, 2002, a
decrease of approximately  $2.3 million.  This decrease  includes a reduction to
marketing and advertising in our sales territory of approximately  $600,000, the
decrease  in  subsidies  and  rebates  on  handsets  sold by  third  parties  of
approximately $1.0 million and the decrease in commissions paid to third parties
of  approximately  $700,000.  Commissions  and  rebates  related to third  party
activations declined in the first quarter of 2003 due to less activations out of
those channels  compared to the prior year.  Sales out of our retail stores were
greater in 2003, thus offsetting the decline out of the other channels.

     General and administrative  expenses.  General and administrative  expenses
for the three  months ended March 31, 2003,  were  essentially  flat to the same
period in 2002 at  approximately  $9.2 million.  A decrease in the provision for
doubtful accounts of approximately $2.1 million was offset by an increase in the
Sprint PCS management fee of  approximately  $900,000 and other general expenses
of  approximately  $1.2  million.  The  decrease in the  provision  for doubtful
accounts was  partially  due to an  approximate  $900,000  non-recurring  credit
received  from Sprint  related to deposits that should have offset the write off
amounts provided by Sprint.  We were notified of this error by Sprint during the
first quarter and the cash was received  subsequently  thereafter,  reducing our
bad debt expense from 5% to  approximately 3% of subscriber  revenue.  As we are
focusing  our  subscriber  efforts  on  better  credit  quality  customers,   we
anticipate  bad debt expense to remain at the 5% to 7% of revenue  level for the
second quarter.

     Non-cash  compensation  expense.  We recorded  approximately  $200,000  and
$200,000 for the three months ended March 31, 2003 and 2002,  respectively,  for
certain stock options granted in November 1999. Stock-based compensation expense
will continue to be recognized  through the conclusion of the vesting period for
these options in 2005. The annual non-cash  compensation  expense expected to be
recognized for these stock options is approximately  $600,000 in 2003,  $200,000
in 2004, and $100,000 in 2005.

     Depreciation  and  amortization  expense.   Depreciation  and  amortization
expenses  increased by  approximately  $3.0 million to a total of  approximately
$10.9  million  during the three  months  ended  March 31,  2003.  The  increase
reflects the continuing  construction of our network as we funded  approximately
$63.1 million of capital expenditures during 2002.

     Amortization expense includes  amortization of an intangible asset recorded
in  September  2000  related to the new  markets  granted to us by Sprint PCS in
September  2000.  Amortization  expense  related  to this  intangible  asset was
approximately $200,000 for the three months ended March 31, 2003 and 2002.

     Loss on sale of property and equipment. During the three months ended March
31, 2003, we incurred a loss of approximately $300,000 related to closing of two
of our retail stores and a planned store that never opened.

     Interest  income and other,  net.  Interest income and other income for the
three  months  ended March 31,  2003,  was  approximately  $300,000  compared to
approximately  $700,000 in 2002 and consisted primarily of interest income. This


                                       18
<PAGE>

decrease was due primarily to a lower average balance of cash investments during
the first  quarter of 2003 as  compared  to the same  period in 2002 and a lower
short-term interest rates.

     Interest  expense,  net.  Interest expense for the three months ended March
31, 2003, was  approximately  $16.3  million,  compared to  approximately  $12.7
million in 2002.

     At March 31,  2003,  the  interest  rate on the $105.0  million term loan A
borrowed under our secured credit facility was 5.40%, while the interest rate on
the $50.0 term loan B was 5.86%. Interest expense on the secured credit facility
was $2.4 million and $1.2  million  during the three months ended March 31, 2003
and 2002, respectively.

     We accrue  interest  at a rate of 14.00%  annually  on our  discount  notes
issued in September 2000 and will pay interest  semi-annually  in cash beginning
in  October  2005.  Unaccreted  interest  expense  on  the  discount  notes  was
approximately $101.4 million at March 31, 2003. Interest expense on the discount
notes was  approximately  $7.3 million and $6.4 million  during the three months
ended March 31, 2003 and 2002, respectively.

     On June 15, 2002,  we began  making  semi-annual  interest  payments on our
senior  notes  issued in  December  2001 at an annual  rate of 13.75%.  Interest
expense  accrued on the senior notes was  approximately  $6.0 million during the
both three months  ended March 31, 2003 and 2002.  Under the terms of the senior
notes, cash to cover the first four semi-annual  interest payments was placed in
an escrow account.

     Interest expense also includes  approximately  $700,000 and $600,000 during
the three months ended March 31, 2003 and 2002,  respectively,  of  amortization
from the deferred  financing  fees related to our secured credit  facility,  our
discount notes and our senior notes.  Also  contributing to interest expense was
approximately $400,000 and $600,000 during the three months ended 2003 and 2002,
respectively,  in commitment  fees we paid on the unused  portion of our secured
credit facility.

     Capitalized interest during the three months ended March 31, 2003 and 2002,
was approximately $500,000 and $2.1 million, respectively.

     Loss on continuing  operations.  Our loss on continuing  operations for the
three months ended March 31, 2003, was  approximately  $39.2 million compared to
approximately  $36.8  million for the three  months  ended March 31,  2002.  The
increase in our loss  reflects the continued  expenses  related to launching our
markets and building our customer base. We expect to incur significant operating
losses and to generate  significant negative cash flow from operating activities
due to these factors.

     Preferred  stock  dividend.  Our  convertible  preferred stock pays a stock
dividend at the rate of 7.5% per annum, payable semi-annually  commencing May 1,
2001. The dividends are paid with  additional  shares of  convertible  preferred
stock.  Through May 1, 2003,  we have issued an additional  5,486,298  shares of
convertible preferred stock in payments of all dividends through April 30, 2003,
including 1,141,206 shares on May 1, 2003.

     Other  comprehensive  income  (loss).  During  2001,  we  entered  into two
two-year interest rate swaps,  effectively fixing $50.0 million of the term loan
B borrowed under the secured credit facility.  The first swap expired on January
27,  2003,  and the amounts  effected  remained  unhedged.  We do not expect the
effect of the remaining swap to have a material  impact to interest  expense for
the remainder of its life. Other comprehensive income of approximately  $300,000
and $400,000  were  recorded for the three months ended March 31, 2003 and 2002,
respectively.




                                       19
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2003, the Company was in compliance with its covenants with
regards to its outstanding  debt.  However,  we believe that it is probable that
the Company will violate one or more covenants under its secured credit facility
in 2003.  The  failure to comply  with a  covenant  would be an event of default
under our  secured  credit  facility,  and would give the  lenders  the right to
pursue remedies.  These remedies could include acceleration of amounts due under
the facility.  If the lenders elected to accelerate the  indebtedness  under the
facility,  this would also  represent  a default  under the  indentures  for our
senior  notes and  discount  notes (see  "Note 6" in the "Notes to  Consolidated
Financial  Statements") and would give Sprint certain remedies under our Consent
and Agreement  with Sprint.  The Company does not have  sufficient  liquidity to
repay all of the indebtedness under these obligations. Horizon PCS's independent
auditors' report dated March 4, 2003 states that these matters raise substantial
doubt about the Company's ability to continue as a going concern.

     In addition,  without the  additional  borrowing  capacity under the senior
credit  facility,  significant  modifications  in the amounts  charged by Sprint
under  the  management  agreements,  significant  modifications  in the  amounts
charged  by  the  Alliances  under  the  Network  Service   Agreement  and/or  a
restructuring  of our  capital  structure,  the  Company  likely  does  not have
sufficient  liquidity to fund its  operations  so that it can pursue its desired
business plan and achieve positive cash flow from operations.

     The Company plans to take the following  steps (some of which it has begun)
within the next six months to achieve  compliance  under its debt facilities and
to fund its operations:

     o    Entering into  negotiations  with Sprint to adjust the amounts charged
          by Sprint to the Company  under the Sprint  management  agreements  to
          improve the Company's cash flow from operations.

     o    Entering  into  negotiations  with the lenders under our senior credit
          facility to modify our debt  covenants  and, if  necessary,  to obtain
          waivers and/or a forbearance  agreement with respect to defaults under
          the senior credit facility.

     o    Entering  into  negotiations  with the lenders under our senior credit
          facility to obtain the right to borrow  under the $95 million  line of
          credit and to modify the repayment terms of this facility.

     o    If the lenders under the senior credit facility  accelerate the senior
          secured  debt,  negotiating  a waiver or  forbearance  agreement  with
          representatives of the holders of our senior notes and discount notes.

     o    Entering into negotiations or arbitration with the Alliances to reduce
          the amounts  charged by  Alliances  to the  Company  under the network
          agreements to improve the Company's cash flow from operations.

     o    Pursuing means to reduce  operating  expenses by critically  analyzing
          all expenses and entering into pricing negotiations with key vendors.

     o    Consider closing or limiting service in our under performing markets.

     The Company  would need to be successful in these efforts to be in position
to execute its business  plan and achieve  positive  cash flow.  The Company can
give no assurance  that it will be  successful  in these  efforts.  In its early
discussions  with Sprint,  Sprint has indicated  reluctance in modifying the fee
structure as needed under the first item listed above.

     The Company has engaged Berenson & Company,  an investment banking firm, to
assist in its efforts to renegotiate or restructure  its equity,  debt and other
contractual obligations.

     If the Company is unable to satisfactorily restructure its current debt and
other contractual obligations, it would need to:

     o    obtain financing to satisfy or refinance its current obligations;



                                       20
<PAGE>

     o    find a purchaser or strategic  partner for the  Company's  business or
          otherwise dispose of its assets; and/or

     o    seek bankruptcy protection.

     During  the  first  quarter  of 2003,  Horizon  proposed  a more  favorable
financial  arrangement  with Sprint PCS  relating to  customer  related  support
charges and fees. After consideration,  we were informed by Sprint PCS that they
were not willing to make any changes to the current  Affiliate  fee structure at
this time.

     During the first quarter of 2003, we attempted to negotiate more reasonable
and favorable  support  charges from Sprint PCS.  After  consideration,  we were
informed by Sprint that they were not willing to make any changes to the current
fee structure environment.

    Financing  Overview.  The  following  table  presents the  estimated  future
outstanding  long-term debt at the end of each year and future  required  annual
principal  payments for each year then ended associated with our financing based
on contractual level of long-term indebtedness:

<TABLE>
<CAPTION>
<S>                                <C>          <C>           <C>           <C>           <C>           <C>

(Dollars in millions)                                    Years Ending December 31,
                                   -------------------------------------------------------------------
                                       2003         2004          2005          2006          2007      Thereafter
                                   -----------  ------------  ------------  ------------  ------------  ----------
Secured credit facility,
  due 2008.....................    $    155.0   $    146.7    $    126.5    $     99.7    $     71.6    $      --
     Variable interest rate (1)          5.55%        5.55%         5.55%         5.55%         5.55%        5.55%
     Principal payments........    $       --   $      8.3    $     20.2    $     26.8    $     28.1    $    71.6
Discount notes, due 2010 (2)...    $    217.5   $    253.1    $    283.7    $    286.1    $    288.5    $      --
     Fixed interest rate.......         14.00%       14.00%        14.00%        14.00%        14.00%       14.00%
     Principal payments........    $       --   $       --    $       --    $       --    $       --    $   295.0
Senior notes, due 2011.........    $    175.0   $    175.0    $    175.0    $    175.0    $    175.0    $      --
     Fixed interest rate.......         13.75%       13.75%        13.75%        13.75%        13.75%       13.75%
     Principal payments........    $       --   $       --    $       --    $       --    $       --    $   175.0

</TABLE>
---------------------
(1)  Interest  rate on the secured  credit  facility  equals LIBOR plus a margin
     that varies from 400 to 450 basis points.  At March 31, 2003, $25.0 million
     was  effectively  fixed at 7.65% through an interest rate swap discussed in
     "ITEM 3.  Quantitative and Qualitative  Disclosures About Market Risk". The
     nominal  interest  rate is assumed to equal  5.55% for all  periods  ($50.0
     million  at 5.86% and  $105.0  million  at  5.40%).
(2)  Face value of the discount  notes is $295.0  million.  End of year balances
     presented  herein are net of the  discount  and net of the related  warrant
     value and assume accretion of the discount as interest expense at an annual
     rate of 14.00%.

     Statement  of  Cash  Flows.  At  March  31,  2003,  we had  cash  and  cash
equivalents of approximately  $69.3 million and working capital of approximately
$65.6  million.  At  December  31,  2002,  we had cash and cash  equivalents  of
approximately  $86.1 million and working capital of approximately $87.6 million.
The decrease in cash and cash  equivalents  of  approximately  $16.8  million is
primarily  attributable to the funding of our loss from continuing operations of
approximately  $39.2 million (this loss includes certain  non-cash  charges) and
funding our capital  expenditures of approximately $2.2 million during the first
three months of 2003.

     Net cash used in operating  activities for the three months ended March 31,
2003, was approximately $14.6 million.  This reflects the continuing use of cash
for our  operations  to build our customer  base,  including  but not limited to
providing  service in our markets and the costs of acquiring new customers.  The
net loss of  approximately  $39.2 million was  partially  offset by increases to
depreciation,  increases in accrued liabilities, offset by increases to accounts
receivable.  The Company is taking  additional  steps,  including  reviewing all
phases of  operations  and  capital  expenditures,  to reduce the amount of cash
needed for operations.

     Net cash used in investing  activities for the three months ended March 31,
2003, was  approximately  $2.2 million,  consisting of capital  expenditures  to
upgrade our network. We expect future capital  expenditures to be much less than
2002 and  similar  to the first  quarter  of 2003  level as we focus more on the
operation and maintenance of our network and less on build out and expansion.

     Debt Covenants. As of March 31, 2003, the Company is in compliance with all
of the applicable covenants, as amended. However as described above, the Company
believes it is probable the Company  will  violate one or more of the  covenants
during 2003.



                                       21
<PAGE>

     The following table details the maximum amount  available to be borrowed on
the line of credit for the period then ended (subject to other  restrictions  in
the secured credit facility):

                                                            Maximum amount
                                                            available to be
                                                                borrowed
                                                            ----------------
          March 31, 2003............................                    --
          June 30, 2003.............................        $   16,000,000
          September 30, 2003........................            26,000,000
          December 31, 2003.........................            33,000,000
          March 31, 2004............................            52,000,000
          April 1, 2004.............................            95,000,000

     The following table details the minimum balance requirements placed on cash
and cash equivalents under the amended terms of the secured credit facility:

                                                              Deposit balance
                                                                requirement
                                                             -----------------
February 16, 2003, through March 31, 2003.............       $  11,000,000
 April 1, 2003, through May 15, 2003..................           5,500,000

     Credit  Ratings.  At March 31,  2003,  the  discount  notes  were  rated by
Standard  and Poors  ("S&P") as "CCC+" with a negative  outlook,  which means an
obligation  "is  currently  vulnerable  to  nonpayment  and  is  dependent  upon
favorable business,  financial,  and economic conditions for the obligor to meet
its financial  commitment on the obligation.  In the event of adverse  business,
financial,  or  economic  conditions,  the  obligor  is not  likely  to have the
capacity to meet its financial commitment on the obligation." At March 31, 2003,
Moody's Investors Services  ("Moody's") rated the notes as "C", which is Moody's
lowest bond rating. The CUSIP on the discount notes is 44043UAC4.

     At March 31,  2003,  the senior  notes  were rated by S&P as "CCC+"  with a
negative outlook. Moody's rated the senior notes as "C," which is Moody's lowest
bond rating. The CUSIP on the senior notes is 44043UAH3.

     Funding  Requirements.  At March 31, 2003,  we had a $95.0  million line of
credit, with certain restrictions  discussed above,  committed under our secured
credit facility. However, if we violate our debt covenants this line will not be
available.

     For the year ended  December 31, 2003, we anticipate our funding needs will
be between $80.0 and $90.0 million,  including  projected operating cash losses,
cash interest  payments and capital  expenditures.  The actual funds required to
build-out and upgrade our network and to fund operating losses,  working capital
needs and other  capital  needs may vary  materially  from these  estimates  and
additional  funds may be required because of unforeseen  delays,  cost overruns,
unanticipated  expenses,  regulatory  changes,  engineering  design  changes and
required  technological  upgrades and other technological  risks.  Additionally,
Sprint is planning to  continually  upgrade their  nationwide  network to deploy
higher  data  rate  speeds  that may  require  us to outlay  additional  capital
expenditures in future years that have not been determined at this point. Should
the Company be required to upgrade its network to provide additional 3G services
that meet Sprint's standards, we may need to obtain additional financing to fund
those capital expenditures.

     If we are  unable to obtain any  necessary  additional  financing  or if we
incur further restrictions on the availability of our current funding and we are
unable to  complete  our  network  upgrades  and  build-out  as  required by the
management agreements, Sprint may terminate our agreements; we will no longer be
able to offer  Sprint PCS  products  and  services.  In this  event,  Sprint may
purchase  our  operating  assets or capital  stock  under  terms  defined in our
agreements  with  Sprint.  Also,  any  delays  in our  build-out  may  result in
penalties under our Sprint agreements, as amended.

Other risk factors that may impact liquidity include:



                                       22
<PAGE>

     o    we may not be able to sustain our growth or obtain sufficient  revenue
          to  achieve  and  sustain   positive  cash  flow  from  operations  or
          profitability;

     o    we may  experience  a higher  churn rate,  which could result in lower
          revenue;

     o    new  customers  may be of lower  credit  quality,  which may require a
          higher provision for doubtful accounts;

     o    increased competition causing declines in ARPU;

     o    our  failure to comply  with  restrictive  financial  and  operational
          covenants under the secured credit facility; and

     o    our upgrade to 3G services,  due to which we have incurred significant
          capital expenditures, may not be successful in the marketplace and may
          not result in incremental revenue.

SEASONALITY

     Our business is subject to  seasonality  because the  wireless  industry is
heavily  dependent on calendar fourth quarter results.  Among other things,  the
industry relies on significantly  higher customer additions and handset sales in
the calendar fourth quarter as compared to the other three calendar quarters.  A
number of factors contribute to this trend, including:

     o    the  increasing  use of retail  distribution,  which is more dependent
          upon the year-end holiday shopping season;

     o    the timing of new product and service announcements and introductions;

     o    competitive pricing pressures; and

     o    aggressive marketing and promotions.

INFLATION

We believe that  inflation has not had a material  adverse effect on our results
of operation.

CRITICAL ACCOUNTING POLICIES & ESTIMATES

     Going  Concern.  The  accounts  have been  prepared  on the basis  that the
company is a going concern.  Due to continuing losses including the heavy losses
in 2002 and the first  quarter  of 2003,  and the  Company's  deficiency  in net
current  assets and  negative  stockholders'  equity,  there are  certain  risks
regarding the Company's  ability to continue to do business in a normal  manner.
In the event that the Company was not able to continue as a going  concern,  the
asset values  reflected in the balance  sheet would likely have to be revised or
reclassified and additional  liabilities  could arise and the  classification of
liabilities  could be revised.  Risks which exist for the Company's  status as a
going concern are discussed at "Item 5 - Other  Information - Risk Factors".  In
addition,  certain  creditors of the Company have  potential  claims against the
Company.  While these claims are not necessarily accepted by the Company and its
attorneys, successful legal action by any of these creditors would impose severe
cash  requirements  on the  Company  that could also place the  Company's  going
concern status at risk. Further,  the Company is dependent upon Sprint,  NTELOS,
and  several  other  critical  business  partners.  Should a  disruption  in the
relationship occur with any of these  organizations,  the Company would struggle
to replace them with alternate suppliers.  Finally, due to the serious nature of
the losses,  the lenders to the Company are constantly  reviewing  their ongoing
level of support to the  Company.  If any of the credit lines to the Company are
substantially reduced, the Company will face a liquidity shortfall.

     Allowance  for Doubtful  Accounts.  Estimates are used in  determining  our
allowance for doubtful accounts  receivable,  which are based on a percentage of


                                       23
<PAGE>

our  accounts  receivables  by aging  category.  The  percentage  is  derived by
considering our historical  collections and write-off experience,  current aging
of our accounts receivable and credit quality trends, as well as Sprint's credit
policy.  However,  our  historical  write-off  and  receivables  trends  for our
wireless  customers  are limited due to the recent  launch of new  markets.  The
following  table  provides  certain  statistics  on our  allowance  for doubtful
accounts receivable for the three months ended March 31:

                                                             2003        2002
                                                           ---------   --------
Provision as a % of subscriber revenue............            3%          10%
Write-offs, net of recoveries as a % of subscriber
  revenue.........................................            4%          10%
Allowance for doubtful accounts as a % of
  accounts receivable.............................            8%          10%

     During the second half of 2001 and first half of 2002, a significant number
of our  customer  additions  were under the no deposit  account  spending  limit
("NDASL")  program.  These lower credit quality  customers  activated  under the
NDASL  program  led to higher  churn rates and an  increased  amount of bad debt
during 2002 as a significant  number of these  customers were  disconnected  and
written-off.  Sprint has  discontinued  the NDASL  program and  replaced it with
Clear  Pay,  which  tightened  credit  restrictions,  and  Clear  Pay II,  which
re-instituted  deposit  requirements for most lower credit quality customers and
introduces additional controls on loss exposure. In addition,  we've focused our
marketing efforts into recruiting  higher quality  customers.  As a result,  our
percentage of prime credit  customers in our subscriber  portfolio  increased to
73% at March 31, 2003,  up from its lowest  percentage of 65% at March 31, 2002.
The  improvement of our subscriber  base has reduced our exposure to write-offs.
In  addition,  during  the first  quarter  of 2003,  we  received  approximately
$900,000 for deposits  Sprint had retained  through August of 2002,  that should
have been used to offset  write-offs.  We applied  this refund as a reduction to
bad debt expense.

     Revenue Recognition. The Company records equipment revenue from the sale of
handsets  and  accessories  to  subscribers  in our  retail  stores and to local
distributors  in our  territories  upon  delivery.  The Company  does not record
equipment   revenue  on  handsets  and   accessories   purchased  from  national
third-party  retailers or directly from Sprint by  subscribers in our territory.
After  the  handset  has been  purchased,  the  subscriber  purchases  a service
package,  revenue from which is recognized monthly as service is provided and is
included in subscriber  revenue,  net of credits  related to the billed revenue.
The  Company  believes  the  equipment  revenue and  related  cost of  equipment
associated  with the sale of wireless  handsets  and  accessories  is a separate
earnings process from the sale of wireless services to subscribers. For industry
competitive reasons, the Company sells wireless handsets at a loss. Because such
arrangements  do not require a customer to subscribe to the  Company's  wireless
services and because the Company sells wireless  handsets to existing  customers
at  a  loss,  the  Company  accounts  for  these  transactions  separately  from
agreements to provide customers wireless service.

     The Company recognizes  revenues when persuasive evidence of an arrangement
exists,  services have been rendered or products have been delivered,  the price
to the  buyer  is fixed  and  determinable,  and  collectibility  is  reasonably
assured. The Company's revenue recognition policy is consistent with the current
interpretations   of  SEC  SAB  No.  101,  "Revenue   Recognition  in  Financial
Statements." Accordingly,  activation fee revenue and direct customer activation
expense  is  deferred  and will be  recorded  over the  average  life for  those
customers  (currently estimated to be 24 months) that are assessed an activation
fee.

     A  management  fee  of  8%  of  collected  PCS  revenues  from  Sprint  PCS
subscribers  based in the  Company's  territory,  is  accrued  as  services  are
provided  and  remitted to Sprint and  recorded  as general and  administrative.
Revenues  generated  from the sale of  handsets  and  accessories,  inbound  and
outbound  Sprint PCS roaming fees, and roaming  services  provided to Sprint PCS
customers who are not based in the Company's territory are not subject to the 8%
management fee.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure - an amendment of FASB Statement No.
123." This Statement provides  alternative methods of transition for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee


                                       24
<PAGE>

compensation. In addition, this Statement requires prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The Company adopted the disclosure  requirements of SFAS No. 148 as of
December 31, 2002,  but  continues  to account for stock  compensation  costs in
accordance with APB Opinion No. 25.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
by  requiring  that  expenses  related to the exit of an activity or disposal of
long-lived  assets be recorded when they are incurred and  measurable.  Prior to
SFAS No. 146,  these  charges were accrued at the time of  commitment to exit or
dispose of an activity.  The Company adopted SFAS 146 on January 1, 2003, and it
did not have a material effect on the Company's financial  position,  results of
operations or cash flows.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections."  SFAS No. 145 addresses the  accounting  for gains and losses from
the  extinguishment  of debt,  economic  effects  and  accounting  practices  of
sale-leaseback   transactions  and  makes  technical   corrections  to  existing
pronouncements.  The Company adopted SFAS No. 145 on January 1, 2003, and it did
not have a  material  effect on the  Company's  financial  position,  results of
operations or cash flows.

     In June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for  Asset
Retirement  Obligations."  This  statement  addresses  financial  accounting and
reporting for obligations associated with the retirements of tangible long-lived
assets  and  the  associated  asset  retirement   costs.  It  applies  to  legal
obligations  associated  with the  retirement  of long- lived assets that result
from the  acquisition,  construction,  development and the normal operation of a
long-lived asset. The Company adopted this statement effective January 1, 2003.

     In 2002,  the FASB's EITF,  reached a consensus  on Issue  00-21,  "Revenue
Arrangements with Multiple Deliverables." Issue 00-21 provides guidance on how a
vendor  should  account for  arrangements  under which it will perform  multiple
revenue-generating  activities.  The  guidance  in this Issue is  effective  for
revenue agreements entered into in fiscal periods beginning after June 15, 2003.
The  Company is still  evaluating  the impact  this  guidance  might have on its
financial position, results of operations and cash flows. The Company will adopt
the guidance in Issue 00-21 as of July 1, 2003.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     We do not engage in commodity  futures trading  activities and do not enter
into derivative financial  instruments for speculative trading purposes. We also
do not engage in  transactions  in foreign  currencies  that would  expose us to
additional  market  risk.  We manage the interest  rate risk on our  outstanding
long-term debt through the use of fixed and variable-rate debt and interest rate
swaps.

     In the normal course of business,  our  operations  are exposed to interest
rate  risk.  Our  primary  interest  rate  risk  exposure  relates  to  (i)  the
variable-rate  secured  credit  facility,  (ii) our  ability  to  refinance  our
fixed-rate  discount and senior notes at maturity at market rates, and (iii) the
impact of  interest  rate  movements  on our  ability to meet  interest  expense
requirements and meet financial covenants under our debt instruments.

     In the first  quarter of 2001,  we entered  into a two-year  interest  rate
swap, effectively fixing $25.0 million of term loan B borrowed under the secured
credit facility. This swap expired on January 27, 2003, and the amounts affected
remained  unhedged.  In the third  quarter  of 2001,  we  entered  into  another
two-year interest rate swap,  effectively  fixing the remaining $25.0 million of
term  loan B. The table  below  compares  current  market  rates on the  balance
subject to the swap agreement:

          (Dollars in millions)                       At March 31, 2003
                                          --------------------------------------
                                             Balance     Market rate   Swap rate
          Swap 2...............               $25.0         5.86%        7.65%



                                       25
<PAGE>

     Since our swap interest rate is currently  greater than the market interest
rate on our underlying  debt, our results from  operations  currently  reflect a
higher interest expense than had we not hedged our position.  At March 31, 2003,
the Company recorded approximately $100,000 in other comprehensive losses on the
balance sheet.

     While we cannot predict our ability to refinance existing debt, we continue
to evaluate our interest rate risk on an ongoing  basis.  If we do not renew our
swaps,  or, if we do not hedge  incremental  variable-rate  borrowings under our
secured credit  facility,  we will increase our interest rate risk,  which could
have  a  material  impact  on  our  future  earnings.  As  of  March  31,  2003,
approximately  79% of our long-term  debt is fixed rate or is variable rate that
has been swapped under fixed-rate hedges, thus reducing our exposure to interest
rate risk.  Currently,  a 100 basis  point  increase  in  interest  rates  would
increase our interest expense approximately $1.3 million annually.

ITEM 4. CONTROLS AND PROCEEDURES

     Our Chief Executive Officer and Chief Financial Officer are responsible for
establishing and maintaining "disclosure controls and procedures" (as defined in
the  Securities  Exchange Act of 1934 Rules  13a-14(c)  and  15d-14(c))  for the
Company.  With the  participation  of management,  the Company's Chief Executive
Officer and Chief Financial Officer evaluated the Company's  disclosure controls
and procedures within 90 days preceding the filing date of this quartely report.
Based upon this  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective  in ensuring  that  material  information  required to be disclosed is
included  in the  reports  that  it  files  with  the  Securities  and  Exchange
Commission.

     Under  our  agreements  with  Sprint,  Sprint  provides  us  with  billing,
collections,  customer care and other back office  services.  The Company,  as a
result,  necessarily relies on Sprint to provide accurate, timely and sufficient
data and  information  to properly  record our  revenues,  expenses and accounts
receivable  which  underlie  a  substantial  portion of our  periodic  financial
statements and other  financial  disclosures.  The  relationship  with Sprint is
established  by our agreements  and our  flexibility  to use a service  provider
other than Sprint is limited.

     Because of our reliance on Sprint for  financial  information,  the Company
must depend on Sprint to design adequate  internal  controls with respect to the
processes  established  to provide this data and  information to the Company and
Sprint's  other  network  partners.  To address this issue,  Sprint  engages its
independent  auditors to perform a periodic  evaluation of these controls and to
provide  a  "Report  on  Controls  Placed in  Operation  and Tests of  Operating
Effectiveness  for Affiliates"  under guidance provided in Statement of Auditing
Standards No. 70. These  reports are provided  annually to the Company and cover
the Company's entire fiscal year.

     There were no significant changes in the Company's internal controls or, to
the  knowledge of the  management  of the Company,  in other  factors that could
significantly affect these controls subsequent to the evaluation date.




                                       26
<PAGE>


                           PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     During  February 2003, two people  holding  options to acquire  Horizon PCS
class A common  stock each  exercised  the vested  portions of the options  (100
shares  each at $0.12 per share).  Each was an  executive  officer or  director.
Exemption  from  the  registration  provisions  of the  Securities  Act  for the
transactions  was claimed under Section 4(2) of the Securities Act and the rules
and regulations  promulgated  thereunder on the basis that such transactions did
not involve any public offering,  the purchasers were  sophisticated with access
to the kind of information  registration  would provide and that such purchasers
acquired  such  securities  without  a view  towards  distribution  thereof.  In
addition,  exemption form the registration  provisions of the Securities Act for
the  transactions  was claimed under Section 3(b) of the  Securities  Act on the
basis that such securities were sold pursuant to a written  compensatory benefit
plan or pursuant to a written  contract  relating  to  compensation  and not for
capital raising purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     None.

ITEM 5. OTHER INFORMATION

                                  RISK FACTORS

RISK FACTORS

     WE DO NOT HAVE SUFFICIENT CASH AND CASH  COMMITMENTS TO ENABLE US TO PURSUE
OUR DESIRED BUSINESS PLAN TO ACHIEVE POSITIVE CASH FLOW.

     Our business and prospects have been significantly  adversely affected by a
number of factors.  These factors include the general economic  recession in the
U.S.,  the  significant  slow down in subscriber  acquisition  over the past two
quarters throughout most of the wireless telecommunications industry, aggressive
pricing  competition which has developed within the wireless  telecommunications
industry,  the greater than  expected  churn which we have  suffered and several
factors which arise from our relationship  with Sprint. As a result of these and
other factors,  we likely will not have sufficient cash and cash  commitments to
enable us to pursue our desired business plan to achieve positive cash flow.

     As a result of this situation,  we have embarked on a number of initiatives
to attempt to:

     o    reduce operating expenses;

     o    reduce churn;

     o    negotiate a modification in the fees we pay to Sprint;

     o    negotiate  or  otherwise  achieve  a  reduction  in the fees we pay to
          NTELOS;

     o    negotiate  modifications  to the  covenants  and payment  terms of our
          senior secured facility; and



                                       27
<PAGE>

     o    negotiate the right to obtain funding under our $95 million  revolving
          line of credit under our senior secured facility.

     There can be no  assurance  that we will achieve any of these goals or that
we will be able to  develop a  business  plan which is  reasonably  designed  to
achieve positive cash flow.

     Because  of the  status  of the  financing  market  for  telecommunications
companies,  we believe  that it is  unlikely  that we could  raise a  sufficient
amount of financing to cure our anticipated cash shortfall.

     WE ANTICIPATE THAT DURING 2003 WE WILL BECOME IN NON-COMPLIANCE WITH ONE OR
MORE OF THE FINANCIAL COVENANTS UNDER OUR SENIOR SECURED FACILITY.

     Our secured  credit  facility  provides for aggregate  borrowings of $250.0
million of which $155.0 million was borrowed as of March 31, 2003.  Horizon PCS'
secured  credit  facility  includes  financial  covenants  that must be met each
quarter.

     We anticipate that, during 2003, we will become  non-compliant  with one or
more of the financial covenants under our senior secured facility.  If we do so,
we will not have the right to borrow  under our  revolving  line of  credit.  In
addition,  the banks would have the right to accelerate the  indebtedness  under
the  senior  secured  facility  and to pursue  remedies.  In the event  that the
lenders under the senior secured facility  accelerate our indebtedness,  such an
acceleration would cause an event of default under the indentures for our senior
discount notes and our senior notes.

     OUR SUBSTANTIAL  INDEBTEDNESS  COULD ADVERSELY  AFFECT OUR FINANCIAL HEALTH
AND PREVENT US FROM FULFILLING OUR LONG-TERM DEBT OBLIGATIONS.

     As of March 31,  2003,  our total  debt  outstanding  was  $625.0  million,
comprised of $155.0 million borrowed under our secured credit  facility,  $175.0
million due under our senior  notes issued in December  2001 and $295.0  million
represented  by our discount  notes (which are reported on our balance  sheet at
March 31, 2003, net of a discount of approximately $101.4 million).

     Our  substantial  debt  will  have  a  number  of  important  consequences,
including the following:

     o    we may not have sufficient funds to pay interest on, and principal of,
          our debt;

     o    we have to dedicate a  substantial  portion of any positive  cash flow
          from  operations  to the payment of interest on, and principal of, our
          debt, which will reduce funds available for other purposes;

     o    we may  not be able  to  obtain  additional  financing  for  currently
          unanticipated  capital  requirements,  capital  expenditures,  working
          capital requirements and other corporate purposes;

     o    some  borrowings  likely will be at variable rates of interest,  which
          will result in higher  interest  expense in the event of  increases in
          market interest rates;

     o    due to the liens on substantially all of our assets and the pledges of
          equity  ownership of our  subsidiaries  that secure our secured credit
          facility, our lenders may control our assets upon a default;

     o    our debt increases our  vulnerability  to general adverse economic and
          industry conditions;

     o    our debt  limits our  flexibility  in planning  for,  or reacting  to,
          changes in our business and the industry in which we operate; and

     o    our debt  places  us at a  competitive  disadvantage  compared  to our
          competitors that have less debt.

     TO SERVICE OUR INDEBTEDNESS,  WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH.
OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.



                                       28
<PAGE>

     Our ability to make payments on and to refinance our  indebtedness,  and to
fund our network  build-out,  anticipated  operating  losses and working capital
requirements will depend on our ability to generate cash in the future. This, to
a certain  extent,  is  subject  to general  economic,  financial,  competitive,
legislative, regulatory and other factors that are beyond our control.

     We cannot be certain that our business will generate  sufficient  cash flow
from  operations  or that future  borrowings  will be  available to us under our
secured  credit  facility  in an  amount  sufficient  to  enable  us to pay  our
indebtedness or to fund our other liquidity  needs. We may need to refinance all
or a portion of our indebtedness, including the notes, on or before maturity. We
may not be able to refinance any of our indebtedness on commercially  reasonable
terms, or at all.

     IF WE FAIL TO PAY OUR DEBT, OUR LENDERS MAY SELL OUR LOANS TO SPRINT GIVING
SPRINT THE RIGHTS OF A CREDITOR TO FORECLOSE ON OUR ASSETS.

     If the  lenders  accelerate  the  amounts  due  under  our  secured  credit
facility,  Sprint has the right to purchase our obligations  under that facility
and become a senior lender.  To the extent Sprint  purchases these  obligations,
Sprint's interests as a creditor could conflict with ours.  Sprint's rights as a
senior lender would enable it to exercise  rights with respect to our assets and
Sprint's  continuing  relationship in a manner not otherwise permitted under the
Sprint PCS agreements.

     IF WE FAIL TO COMPLETE THE  BUILD-OUT OF OUR NETWORK,  SPRINT MAY TERMINATE
THE SPRINT  PCS  AGREEMENTS  AND WE WOULD NO LONGER BE ABLE TO OFFER  SPRINT PCS
PRODUCTS AND SERVICES FROM WHICH WE GENERATE SUBSTANTIALLY ALL OUR REVENUES.

     Our long-term affiliation  agreements with Sprint, which we refer to as the
Sprint PCS agreements, require us to build and operate the portion of the Sprint
PCS network  located in our  territory in  accordance  with  Sprint's  technical
specifications  and coverage  requirements.  The  agreements  also require us to
provide  minimum network  coverage to the population  within each of the markets
that make up our territory by specified dates.

     Under our original Sprint PCS agreements,  we were required to complete the
build-out in several of our markets in Pennsylvania and New York by December 31,
2000. Sprint and HPC agreed to an amendment of the build-out requirements, which
extended the dates by which we were to launch coverage in several  markets.  The
amended Sprint PCS agreement provides for monetary penalties to be paid by us if
coverage is not launched by these extended  contract  dates.  The amounts of the
penalties  depends on the  market  and  length of delay in  launch,  and in some
cases,  whether  the  shortfall  relates to an  initial  launch in the market or
completion of the remaining build-out. The penalties must be paid in cash or, if
both Horizon PCS and Sprint agree, in shares of Horizon PCS stock.

     Under the amended Sprint PCS agreement,  portions of the New York, Sunbury,
Williamsport,  Oil City, Dubois,  Erie,  Meadville,  Sharon,  Olean,  Jamestown,
Scranton,  State College,  Stroudsburg,  Allentown and  Pottsville  markets were
required to be completed and launched by October 31, 2001.  Although we launched
service in portions of each of these  markets,  we did not  complete  all of the
build-out  requirements.  We notified  Sprint in  November  2001 that it was our
position that the reasons for the delay constitutes events of "force majeure" as
described  in the Sprint PCS  agreements  and that,  consequently,  no  monetary
penalties or other remedies were applicable.  The delay was primarily caused due
to delays in  obtaining  the  required  backhaul  services  from local  exchange
carriers  and zoning  and other  approvals  from  governmental  authorities.  On
January 30, 2002,  Sprint  notified us that,  as a result of these force majeure
events,  it does not consider our  build-out  delay to be a breach of the Sprint
PCS agreement.  We agreed to use commercially reasonable efforts to complete the
build-out by June 30, 2002.  Although we have not been able to complete  some of
the sites in some markets due to  continuing  force majeure  issues,  we believe
that we are in substantial compliance with our build-out requirements.

     We will  require  additional  expenditures  of  significant  funds  for the
continued development,  construction,  testing,  deployment and operation of our
network.  These  activities  are  expected to place  significant  demands on our
managerial, operational and financial resources. A failure to meet our build-out
requirements for any of our markets, or to meet Sprint's technical requirements,
would  constitute a breach of the Sprint PCS agreements that could lead to their


                                       29
<PAGE>

termination if not cured.  If Sprint  terminates  these  agreements,  we will no
longer be able to offer Sprint PCS products and services.

     IF SPRINT TERMINATES THE SPRINT PCS AGREEMENTS,  THE BUY-OUT  PROVISIONS OF
THOSE AGREEMENTS MAY DIMINISH THE VALUATION OF OUR COMPANY.

     Provisions  of the Sprint PCS  agreements  could affect our  valuation  and
decrease our ability to raise  additional  capital.  If Sprint  terminates these
agreements,  the Sprint PCS  agreements  provide  that Sprint may  purchase  our
operating  assets or capital  stock for 80% of the  "Entire  Business  Value" as
defined by the agreement.  If the termination is due to our breach of the Sprint
PCS  agreements,  the percent is reduced to 72% instead of 80%. Under our Sprint
PCS agreements,  the Entire Business Value is generally the fair market value of
our  wireless  business  valued on a going  concern  basis as  determined  by an
independent appraiser and assumes that we own the FCC licenses in our territory.
In  addition,  the Sprint PCS  agreements  provide  that Sprint must approve any
change of control of our ownership  and consent to any  assignment of the Sprint
PCS  agreements.  Sprint also has a right of first  refusal if we decide to sell
our operating assets in our Bright PCS markets.  We are also subject to a number
of  restrictions  on the transfer of our  business  including a  prohibition  on
selling our company or our operating assets to a number of identified and yet to
be identified  competitors of Sprint. These and other restrictions in the Sprint
PCS agreements may limit the  marketability  of and reduce the price a buyer may
be willing to pay for the Company and may operate to reduce the Entire  Business
Value of the Company.

     THE  TERMINATION  OF OUR  STRATEGIC  AFFILIATION  WITH  SPRINT OR  SPRINT'S
FAILURE TO  PERFORM  ITS  OBLIGATIONS  UNDER THE  SPRINT  PCS  AGREEMENTS  WOULD
SEVERELY RESTRICT OUR ABILITY TO CONDUCT OUR BUSINESS.

     Because  Sprint owns the FCC  licenses  that we use in our  territory,  our
ability to offer Sprint PCS products and services on our network is dependent on
the Sprint PCS agreements  remaining in effect and not being terminated.  Sprint
may terminate the Sprint PCS agreements for breach by us of any material  terms.
We also depend on Sprint's  ability to perform its obligations  under the Sprint
PCS  agreements.  The termination of the Sprint PCS agreements or the failure of
Sprint to perform its obligations under the Sprint PCS agreements would severely
restrict our ability to conduct our wireless digital communications business.

     IF THE WEST VIRGINIA PCS ALLIANCE AND VIRGINIA PCS ALLIANCE FAIL TO PROVIDE
THEIR NETWORK TO US IN THEIR MARKETS,  OR IF OUR NETWORK SERVICES AGREEMENT WITH
THE  ALLIANCES  IS  OTHERWISE  TERMINATED,  WE WILL LOSE THE  ABILITY TO USE THE
ALLIANCES' NETWORKS.

     West Virginia PCS Alliance and Virginia PCS Alliance,  which we refer to as
the  Alliances,  are two related,  independent  PCS  providers  whose network is
managed by  NTELOS.  On March 4, 2003,  NTELOS and  certain of its  subsidiaries
filed  voluntarily  petitions  for  reorganization  under Chapter 11 of the U.S.
Bankruptcy  Code in the  U.S.  Bankruptcy  Court  for the  Eastern  District  of
Virginia.  The results of NTELOS'  restructuring  could have a material  adverse
impact on our  operations.  Pursuant to bankruptcy  law, the Alliances  have the
right to assume or reject  the  network  services  agreement.  If the  Alliances
reject  the  network  services  agreement,  we will lose the  ability to provide
service to our subscribers in Virginia and West Virginia  through the Alliances'
Network,  and  Sprint  may take the  position  that we would be in breach of our
management agreements with Sprint.

     Prior to the Alliances'  bankruptcy  filing,  Horizon had asserted that the
Alliances had overcharged Horizon approximately $4,799,000 for charges that were
neither  authorized nor  contemplated by the network  services  agreement.  As a
result  of the  Alliances'  bankruptcy  filing,  Horizon  was at risk  that  any
subsequent  payments that it would make for services under the network  services
agreement could impair its setoff or recoupment rights with respect to its claim
for a repayment of the unauthorized charges.  Consequently,  Horizon declined to
make a scheduled  payment of $3 million to the  Alliances  on March 11, 2003 for
services  rendered by the  Alliances in January 2003 and, on that date,  filed a
motion in the Alliances' bankruptcy case to protect its rights.

     On March 12, 2003, the Alliances  telecopied to Horizon a letter  notifying
Horizon of the failure to make payment on the January 2003 invoice, which letter
purported to be a ten-business day notice under the network  services  agreement
that  would give the  Alliances  the right to  terminate  the  agreement  at the
conclusion of such ten-day period.



                                       30
<PAGE>

     On March 24, 2003,  Horizon and the  Alliances  entered into a  Stipulation
which  provided  that  Horizon  would pay the  January  2003 and  February  2003
invoices,  the bankruptcy court would provide procedural protection of Horizon's
claim,  the Alliances  would  withdraw the default  notice and the parties would
move forward to settle or arbitrate the merits of Horizon's  claim. On March 26,
2003, the Court in the NTELOS bankruptcy case approved the Stipulation.

     Under our network services agreement, the Alliances provide us with the use
of and  access to key  components  of their  network  in most of our  markets in
Virginia  and West  Virginia.  We directly  compete  with the  Alliances  in the
markets  where we use their  network.  If the  Alliances  fail to  maintain  the
standards for their network as set forth in our network services  agreement with
them or  otherwise  fail to provide  their  network for our use,  our ability to
provide wireless services in these markets may be adversely affected, and we may
not be able to provide  seamless  service  for our  customers.  If we breach our
obligations  to the  Alliances,  or if the  Alliances  otherwise  terminate  the
network services agreement, we will lose our right to use the Alliances' network
to provide service in these markets. In that event, it is likely that we will be
required  to build our own network in those  markets  and incur the  substantial
costs associated with doing so.

     IF OTHER SPRINT NETWORK  PARTNERS HAVE FINANCIAL  DIFFICULTIES,  THE SPRINT
PCS NETWORK COULD BE DISRUPTED.

     Sprint's  national  network  is  a  combination  of  networks.   The  large
metropolitan  areas are owned and  operated by Sprint,  and the areas in between
them are  owned  and  operated  by  Sprint  network  partners,  all of which are
independent  companies  like we are. We believe that most,  if not all, of these
companies have incurred  substantial  debt to pay the large cost of building out
their networks.  If other network partners  experience  financial  difficulties,
Sprint's  PCS network  could be  disrupted.  If Sprint's  agreements  with those
network partners are like ours,  Sprint would have the right to exercise various
remedies  in the  event of such  disruptions.  In such  event,  there  can be no
assurance that Sprint or the network partner could restore the disrupted service
in a timely and seamless manner.

     One of the  network  partners,  iPCS,  Inc.,  recently  filed a chapter  11
bankruptcy  petition.  In connection  with its bankruptcy  filing,  iPCS filed a
Complaint  against  Sprint  Corporation  and Sprint PCS alleging that Sprint PCS
breached its management  agreement and services  agreement with iPCS, seeking an
equitable  accounting of alleged  overcharges and underpayments by Sprint PCS to
iPCS, and seeking specific performance of (i) Sprint PCS' obligation to purchase
the  operating  assets  of iPCS by  virtue of iPCS'  purported  exercise  of its
contractual "put" right as a result of the alleged material  breaches,  and (ii)
Sprint's  obligation to pay an increased share of Collected  Revenue as a result
of iPCS' lenders issuing a notice of  acceleration.  Finally,  iPCS alleges that
Sprint  Corporation  is  liable  on  each of the  claims  because  it  allegedly
controls,  authorizes,  directs and/or  ratifies the conduct of Sprint PCS under
the  management  agreement and services  agreement.  Because we believe that the
iPCS claims  allege  conduct  under  agreements  which are similar to our Sprint
agreements,  we are  reviewing the iPCS lawsuit to determine the extent to which
the factual and legal  assertions of iPCS have  similarities to our relationship
with Sprint.



                                       31
<PAGE>



     IF SPRINT DOES NOT COMPLETE THE CONSTRUCTION OF ITS NATIONWIDE PCS NETWORK,
WE MAY NOT BE ABLE TO ATTRACT AND RETAIN CUSTOMERS, WHICH WOULD ADVERSELY AFFECT
OUR REVENUES.

     Sprint's PCS network may not provide nationwide coverage to the same extent
as its  competitors'  networks,  which  could  adversely  affect our  ability to
attract  and retain  customers.  Sprint is  creating a  nationwide  PCS  network
through its own construction efforts and those of its affiliates. Today, neither
Sprint  nor any other PCS  provider  offers  service in every area of the United
States.  Sprint has entered  into  affiliation  agreements  similar to ours with
companies  in  other  territories  pursuant  to  its  nationwide  PCS  build-out
strategy. Our business and results of operations depend on Sprint's national PCS
network and, to a lesser extent, on the networks of its other affiliates. Sprint
and its  affiliate  program are subject,  in varying  degrees,  to the economic,
administrative,  logistical,  regulatory  and  other  risks  described  in  this
document. Sprint and its other affiliates' PCS operations may not be successful,
which in turn could adversely affect our ability to generate revenues.

     OUR  REVENUES  MAY BE  LESS  THAN  WE  ANTICIPATE  WHICH  COULD  MATERIALLY
ADVERSELY AFFECT OUR LIQUIDITY, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     Revenue growth is primarily  dependent on the size of our subscriber  base,
average  monthly  revenues per user and roaming  revenue.  During the year ended
December  31,  2002,  we  experienced  slower net  subscriber  growth rates than
planned,  which we believe is due in large part to  increased  churn,  declining
rates of wireless  subscriber  growth in general,  the re-imposition of deposits
for most  sub-prime  credit  subscribers  during the last half of the year,  the
current economic  slowdown and increased  competition.  Other carriers also have
reported slower subscriber growth rates compared to prior periods.  We have seen
a  continuation  of  competitive  pressures in the  wireless  telecommunications
market  causing  some major  carriers  to offer  plans with  increasingly  large
bundles of minutes of use at lower  prices  which may  compete  with the calling
plans we offer,  including the Sprint calling plans we support.  Increased price
competition  may  lead to  lower  average  monthly  revenues  per  user  than we
anticipate.  In  addition,  the lower  reciprocal  roaming  rate that Sprint has
announced for 2003 will reduce our roaming  revenue,  which may not be offset by
the  reduction  in our  roaming  expense.  If our  revenues  are  less  than  we
anticipate,  it could  materially  adversely  affect  our  liquidity,  financial
condition and results of operation

     WE ARE DEPENDENT  UPON SPRINT'S  BACK OFFICE  SERVICES AND ITS  THIRD-PARTY
VENDORS' BACK OFFICE  SYSTEMS.  PROBLEMS WITH THESE  SYSTEMS,  OR TERMINATION OF
THESE ARRANGEMENTS, COULD DISRUPT OUR BUSINESS AND POSSIBLY INCREASE OUR COSTS.

     Because Sprint  provides our back office systems such as billing,  customer
care and  collections,  our operations could be disrupted if Sprint is unable to
maintain and expand its back office services,  or to efficiently outsource those
services  and  systems  through  third-party  vendors.  The rapid  expansion  of
Sprint's business will continue to pose a significant  challenge to its internal
support systems.  Additionally,  Sprint has relied on third-party  vendors for a
significant number of important functions and components of its internal support
systems and may  continue to rely on these  vendors in the future.  We depend on
Sprint's  willingness  to continue to offer these  services to us and to provide
these services at competitive costs. We paid Sprint  approximately $20.6 million
for these services  during 2002. The Sprint PCS  agreements  provide that,  upon
nine months'  prior written  notice,  Sprint may elect to terminate any of these
services.  If Sprint  terminates  a service  for which we have not  developed  a
cost-effective  alternative,   our  operating  costs  may  increase  beyond  our
expectations and restrict our ability to operate successfully.

     Further,  our ability to replace Sprint in providing  back office  services
may  be  limited.  While  the  services  agreements  allow  the  Company  to use
third-party  vendors to provide certain of these services instead of Sprint, the
high startup costs and necessary  cooperation  associated with  interfacing with
Sprint's system may significantly  limit our ability to use back office services
provided by anyone other than Sprint.  This could limit our ability to lower our
operating costs.



                                       32
<PAGE>



     WE DEPEND ON OTHER TELECOMMUNICATIONS  COMPANIES FOR SOME SERVICES THAT, IF
DELAYED,  COULD  DELAY OUR  PLANNED  NETWORK  BUILD-OUT  AND DELAY OUR  EXPECTED
INCREASES IN CUSTOMERS AND REVENUES.

     We depend on other  telecommunications  companies to provide facilities and
transport  to  interconnect  portions  of our network and to connect our network
with the landline telephone system.  American Electric Power,  Ameritech,  AT&T,
Verizon and Sprint (long  distance) are our primary  suppliers of facilities and
transport. Without these services, we could not offer Sprint PCS services to our
customers  in some  areas.  From  time to time,  we have  experienced  delays in
obtaining  facilities  and  transport  from  some  of  these  companies,  and in
obtaining local telephone numbers for use by our customers,  which are sometimes
in short supply,  and we may continue to experience  delays and interruptions in
the  future.  Delays in  obtaining  facilities  and  transport  could  delay our
build-out  and capacity  plans and our  business  may suffer.  Delays could also
result in a breach of our Sprint PCS agreements,  subjecting these agreements to
potential termination by Sprint.

     MATERIAL  RESTRICTIONS  IN OUR DEBT  INSTRUMENTS  MAY MAKE IT  DIFFICULT TO
OBTAIN ADDITIONAL  FINANCING OR TAKE OTHER NECESSARY ACTIONS TO REACT TO CHANGES
IN OUR BUSINESS.

     The indenture  governing the senior notes contains  various  covenants that
limit our  ability  to engage in a variety of  transactions.  In  addition,  the
indenture  governing our discount  notes and the secured  credit  agreement both
impose  additional  material  operating and financial  restrictions on us. These
restrictions,  subject to  ordinary  course of  business  exceptions,  limit our
ability to engage in some transactions, including the following:

     o    designated types of mergers or consolidations;

     o    paying dividends or other distributions to our stockholders;

     o    making investments;

     o    selling assets;

     o    repurchasing our common stock;

     o    changing lines of business;

     o    borrowing additional money; and

     o    transactions with affiliates.

     In addition,  our secured credit facility  requires us to maintain  certain
ratios, including:

     o    leverage ratios;

     o    an interest coverage ratio; and

     o    a fixed charges ratio,

     and to satisfy certain tests, including tests relating to:

     o    minimum covered population;

     o    minimum number of PCS subscribers in our territory;

     o    minimum total revenues; and

     o    minimum EBITDA.



                                       33
<PAGE>



     These  restrictions  could  limit our  ability  to obtain  debt  financing,
repurchase  stock,  refinance or pay  principal  or interest on our  outstanding
debt,  consummate  acquisitions  for  cash or debt or react  to  changes  in our
operating environment. An event of default under the secured credit facility may
prevent the  Company and the  guarantors  of the senior  notes and the  discount
notes from paying those notes or the guarantees of those notes.

     THE TERMS OF THE  CONVERTIBLE  PREFERRED  STOCK MAY  AFFECT  OUR  FINANCIAL
RESULTS.

     The  terms of the  convertible  preferred  stock  give the  holders  of the
preferred stock the following principal rights:

     o    to initially designate two members of our board of directors,  subject
          to reduction based on future percentage ownership;

     o    to  approve  or   disapprove   fundamental   corporate   actions   and
          transactions;

     o    to  receive  dividends  in  the  form  of  additional  shares  of  our
          convertible  preferred stock, which may increase and accelerate upon a
          change in control; and

     o    to require us to redeem the convertible preferred stock in 2005.

     If we  become  subject  to  the  repurchase  right  or  change  of  control
redemption  requirements under the convertible preferred stock while our secured
credit facility, our discount notes or the senior notes are outstanding, we will
be  required  to seek the  consent  of the  lenders  under  our  secured  credit
facility,  the holders of the discount notes and the holders of the senior notes
to repurchase or redeem the convertible preferred stock, or attempt to refinance
the secured credit facility, the discount notes and the senior notes. If we fail
to obtain  these  consents,  there will be an event of  default  under the terms
governing our secured credit facility.  In addition,  if we do not repurchase or
redeem  the  convertible  preferred  stock and the  holders  of the  convertible
preferred  stock  obtain a judgment  against us, any  judgment in excess of $5.0
million would constitute an event of default under the indentures  governing the
discount notes and the senior notes.

     IF WE BREACH OUR AGREEMENT WITH SBA  COMMUNICATIONS  CORP.  ("SBA"),  OR IT
OTHERWISE  TERMINATES  ITS  AGREEMENT  WITH US,  OUR RIGHT TO  PROVIDE  WIRELESS
SERVICE FROM MOST OF OUR CELL SITES WILL BE LOST.

     We lease cell sites from SBA. We rely on our  contract  with SBA to provide
us with  access to most of our cell  sites and to the  towers  located  on these
sites. If SBA were to lose its underlying  rights to these sites, our ability to
provide  wireless  service  from these sites would end,  subject to our right to
cure defaults by SBA. If SBA terminates our agreement as a result of our breach,
we may lose our right to provide wireless services from most of our cell sites.

     WE MAY HAVE  DIFFICULTY  OBTAINING  INFRASTRUCTURE  EQUIPMENT AND HANDSETS,
WHICH COULD RESULT IN DELAYS IN OUR NETWORK BUILD-OUT,  DISRUPTION OF SERVICE OR
LOSS OF CUSTOMERS.

     If we cannot acquire the equipment required to build or upgrade our network
in a timely manner, we may be unable to provide wireless communications services
comparable to those of our competitors or to meet the requirements of the Sprint
PCS agreements.  Manufacturers  of this equipment could have  substantial  order
backlogs.  Accordingly,  the lead-time for the delivery of this equipment may be
longer than  anticipated.  In  addition,  the  manufacturers  of specific  types
handsets may have to  distribute  their limited  supply of products  among their
numerous  customers.  Some  of our  competitors  purchase  large  quantities  of
communications  equipment  and  may  have  established  relationships  with  the
manufacturers of this equipment.  Consequently, they may receive priority in the
delivery  of this  equipment.  If we do not obtain  equipment  or  handsets in a
timely  manner,  we  could  suffer  delays  in the  build-out  of  our  network,
disruptions in service and a reduction in customers.

     SPRINT'S  VENDOR  DISCOUNTS MAY BE  DISCONTINUED,  WHICH COULD INCREASE OUR
EQUIPMENT  COSTS AND REQUIRE MORE CAPITAL THAN WE HAD  PROJECTED TO BUILD-OUT OR
UPGRADE OUR NETWORK.



                                       34
<PAGE>



     We intend to  continue  to  purchase  our  infrastructure  equipment  under
Sprint's vendor agreements that include significant volume discounts.  If Sprint
were unable to continue to obtain vendor discounts for its affiliates,  the loss
of  vendor  discounts  could  increase  our  equipment  costs  for  our  network
build-out.

     CONFLICTS  WITH  SPRINT  MAY NOT BE  RESOLVED  IN OUR  FAVOR,  WHICH  COULD
RESTRICT OUR ABILITY TO MANAGE OUR BUSINESS AND PROVIDE  SPRINT PCS PRODUCTS AND
SERVICES, ADVERSELY AFFECTING OUR RELATIONSHIPS WITH OUR CUSTOMERS, INCREASE OUR
EXPENSES OR DECREASE OUR REVENUES.

     Under the Sprint PCS agreements, Sprint has a substantial amount of control
over the conduct of our business.  Conflicts between us may arise, and as Sprint
owes us no duties  except  as set  forth in the  Sprint  PCS  agreements,  these
conflicts may not be resolved in our favor.  The conflicts and their  resolution
may harm our business. For example:

     o    Sprint may price its national  plans based on its own  objectives  and
          may set price  levels and  customer  credit  policies  that may not be
          economically sufficient for our business;

     o    Sprint may  increase  the prices we pay for our back office  services;
          and

     o    Sprint may make decisions that adversely  affect our use of the Sprint
          and Sprint PCS brand names, products or services.

     WE MAY  NOT BE ABLE TO  COMPETE  WITH  LARGER,  MORE  ESTABLISHED  WIRELESS
PROVIDERS WHO HAVE RESOURCES TO COMPETITIVELY PRICE THEIR PRODUCTS AND SERVICES,
WHICH COULD IMPAIR OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS.

     Our ability to compete will depend in part on our ability to anticipate and
respond  to  various  competitive   factors  affecting  the   telecommunications
industry,  including  new services that may be  introduced,  changes in consumer
preferences,  demographic  trends,  economic  conditions  and  discount  pricing
strategies by competitors. In each market, we compete with at least two cellular
providers that have had their  infrastructure in place and have been operational
for a number  of  years.  They  may have  significantly  greater  financial  and
technical  resources than we do, they could offer attractive pricing options and
they may have a wider variety of handset  options.  We expect existing  cellular
providers  will continue to upgrade their systems and provide  expanded  digital
services to compete with the Sprint PCS products and services we offer.  Many of
these  wireless  providers  generally  require  their  customers  to enter  into
long-term  contracts,  which  may  make  it  more  difficult  for us to  attract
customers away from them.

     We will  also  compete  with  several  PCS  providers  and  other  existing
communications  companies in our markets and expect to compete with new entrants
as the FCC licenses additional  spectrum to mobile services providers.  A number
of our cellular, PCS and other wireless competitors have access to more licensed
spectrum  than the  amount  licensed  to  Sprint  in most of our  territory  and
therefore will be able to provide  greater network call volume capacity than our
network to the extent that network  usage begins to reach or exceed the capacity
of our licensed spectrum.  Our inability to accommodate increases in call volume
could result in more dropped or disconnected calls. In addition, any competitive
difficulties that Sprint may experience could also harm our competitive position
and success.

     We anticipate  that market prices for two-way  wireless  voice services and
products   generally   will  continue  to  decline  as  a  result  of  increased
competition.  Consequently we may be forced to increase spending for advertising
and promotions.  Increased  competition also may lead to continued  increases in
customer churn. Those trends could cause further delays in our expected dates to
achieve positive EBITDA.

     WE MAY NOT BE ABLE TO OFFER  COMPETITIVE  ROAMING  CAPABILITY,  WHICH COULD
IMPAIR OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS.

     We rely  on  agreements  with  competitors  to  provide  automatic  roaming
capability  to our PCS  customers in many of the areas of the United  States not
covered by the Sprint PCS network,  which primarily serves  metropolitan  areas.
Some competitors may be able to offer coverage in areas not served by the Sprint
PCS  network  or may be able to offer  roaming  rates  that are lower than those
offered by Sprint and its  affiliates.  Some of our  competitors  are seeking to


                                       35
<PAGE>

reduce access to their networks through actions pending with the FCC.  Moreover,
the engineering standard for the dominant air interface upon which PCS customers
roam is  currently  being  considered  for  elimination  by the FCC as part of a
streamlining  proceeding.  If the FCC eliminates  this standard,  our Sprint PCS
customers may have difficulty roaming in some markets.

     THERE IS NO UNIFORM SIGNAL TRANSMISSION  TECHNOLOGY AND IF WE DECIDE TO USE
OTHER TECHNOLOGIES IN THE FUTURE, THIS DECISION COULD SUBSTANTIALLY INCREASE OUR
EQUIPMENT EXPENDITURES TO REPLACE THE TECHNOLOGY USED ON OUR NETWORK.

     The wireless  telecommunications industry is experiencing evolving industry
standards.  We have employed code division  multiple  access (CDMA)  technology,
which is the digital wireless  communications  technology selected by Sprint for
its network.  CDMA may not provide the advantages  expected by us and by Sprint.
In  addition  to  CDMA,  there  are  two  other  principal  signal  transmission
technologies,  time division  multiple  access,  or TDMA, and global systems for
mobile communications,  or GSM. These three signal transmission technologies are
not  compatible  with  each  other.  If one of  these  technologies  or  another
technology becomes the preferred  industry standard,  we may be at a competitive
disadvantage and competitive  pressures may require Sprint to change its digital
technology  which,  in turn,  may  require us to make  changes at  substantially
increased costs.

     WE MAY NOT RECEIVE AS MUCH SPRINT PCS ROAMING  REVENUE AS WE ANTICIPATE AND
OUR NON-SPRINT PCS ROAMING REVENUE IS LIKELY TO BE LOW.

     We are paid a fee from Sprint or a PCS affiliate of Sprint for every minute
that a Sprint PCS  subscriber  based outside of our territory  uses our network.
Similarly,  we pay a fee to Sprint  PCS or a PCS  affiliate  of Sprint for every
minute that our customers use the Sprint PCS network outside our territory.  Our
customers may use the Sprint PCS network  outside our territory more  frequently
than we anticipate,  and Sprint PCS subscribers  based outside our territory may
use our network less frequently than we anticipate.  As a result, we may receive
less Sprint PCS roaming revenue in the aggregate, than we previously anticipated
or we may have to pay more  Sprint PCS  roaming  fees in the  aggregate  than we
anticipate.  The fee for each Sprint PCS roaming  minute used was decreased from
$0.20 per minute  before  June 1, 2001,  to $0.15 per minute  effective  June 1,
2001, and further  decreased to $0.12 per minute effective  October 1, 2001. The
Sprint PCS roaming rate was changed to $0.10 per minute in 2002. After 2002, the
rate will be changed to "a fair and reasonable  return."  Sprint has reduced the
reciprocal  roaming rate to $0.058 per minute of use as of January 1, 2003. As a
result, we may receive less Sprint PCS roaming revenue in the aggregate, than we
previously  anticipated.  Furthermore,  we do not expect to receive  substantial
non-Sprint PCS roaming revenue.

     IF SPRINT PCS CUSTOMERS ARE NOT ABLE TO ROAM INSTANTANEOUSLY OR EFFICIENTLY
ONTO OTHER  WIRELESS  NETWORKS,  WE MAY SUFFER A REDUCTION  IN OUR  REVENUES AND
NUMBER OF CUSTOMERS.

     The Sprint PCS network  operates at a different  frequency  and uses or may
use a different  signal  transmission  technology  than many analog cellular and
other digital systems. To access another provider's analog cellular, TDMA or GSM
digital  system when outside the territory  served by the Sprint PCS network,  a
Sprint  PCS  customer  is  required  to  utilize a  dual-band/dual-mode  handset
compatible with that provider's system. Generally,  because  dual-band/dual-mode
handsets incorporate two radios rather than one, they are more expensive, larger
and heavier than  single-band/single-mode  handsets. The Sprint PCS network does
not allow for call hand-off  between the Sprint PCS network and another wireless
network, so a customer must end a call in progress on the Sprint PCS network and
initiate a new call when outside the territory served by the Sprint PCS network.
In addition,  the quality of the service provided by a network provider during a
roaming call may not approximate the quality of the service  provided by Sprint.
The price of a roaming call may not be competitive with prices of other wireless
companies for roaming calls,  and Sprint customers may not be able to use Sprint
PCS advanced  features,  such as voicemail  notification,  while roaming.  These
roaming  issues may cause us to suffer a reduction in our revenues and number of
customers.

     PARTS  OF  OUR  TERRITORIES  HAVE  LIMITED  LICENSED  SPECTRUM,  WHICH  MAY
ADVERSELY AFFECT THE QUALITY OF OUR SERVICE.



                                       36
<PAGE>



     In the majority of our markets,  Sprint has licenses  covering 20 MHz or 30
MHz of spectrum.  However,  Sprint has licenses covering only 10 MHz in parts of
our  territory  covering  approximately  3.8  million  residents  out of a total
population of over 10.2 million  residents.  In the future,  as our customers in
those areas increase in number,  this limited licensed  spectrum may not be able
to accommodate  increases in call volume and may lead to increased dropped calls
and may limit our ability to offer enhanced services.

     NON-RENEWAL  OR  REVOCATION  BY THE FCC OF THE  SPRINT PCS  LICENSES  WOULD
SIGNIFICANTLY  HARM OUR  BUSINESS  BECAUSE WE WOULD NO LONGER  HAVE THE RIGHT TO
OFFER WIRELESS SERVICE THROUGH OUR NETWORK.

     We are dependent on Sprint's PCS licenses, which are subject to renewal and
revocation  by the FCC.  Sprint's PCS licenses in many of our  territories  will
expire as early as 2005 but may be renewed for additional  ten-year terms. There
may be opposition to renewal of Sprint's PCS licenses upon their  expiration and
the  Sprint  PCS  licenses  may not be  renewed.  The FCC has  adopted  specific
standards  to apply to PCS license  renewals.  For  example,  if Sprint does not
demonstrate  to  the  FCC  that  Sprint  has  met  the  five-year   construction
requirements for each of its PCS licenses,  it can lose those licenses.  Failure
to comply with these  standards in our territory  could cause the  imposition of
fines on Sprint by the FCC or the  revocation  or  forfeiture  of the Sprint PCS
licenses for our territory,  which would  prohibit us from providing  service in
our markets.

     IF THE SPRINT PCS  AGREEMENTS DO NOT COMPLY WITH FCC  REQUIREMENTS,  SPRINT
MAY TERMINATE THE SPRINT PCS AGREEMENTS,  WHICH COULD RESULT IN OUR INABILITY TO
PROVIDE SERVICE.

     The FCC  requires  that  licensees  like Sprint  maintain  control of their
licensed spectrum and not delegate control to third-party  operators or managers
like us.  Although the Sprint PCS  agreements  reflect an  arrangement  that the
parties  believe  meets the FCC  requirements  for licensee  control of licensed
spectrum, we cannot be certain the FCC will agree with us. If the FCC determines
that the Sprint PCS  agreements  need to be modified  to  increase  the level of
licensee  control,  we have agreed with Sprint to use our best efforts to modify
the Sprint PCS agreements to comply with applicable law. If we cannot agree with
Sprint to modify the  Sprint  PCS  agreements,  they may be  terminated.  If the
Sprint PCS agreements are terminated, we would no longer be a part of the Sprint
PCS network and we would have extreme difficulty in conducting our business.

     WE MAY NEED MORE  CAPITAL  THAN WE  CURRENTLY  ANTICIPATE  TO COMPLETE  THE
BUILD-OUT  AND  UPGRADE  OF OUR  NETWORK,  AND A  DELAY  OR  FAILURE  TO  OBTAIN
ADDITIONAL CAPITAL COULD DECREASE OUR REVENUES.

     The completion of our network build-out will require  substantial  capital.
Additional funds would be required in the event of:

     o    significant departures from our current business plan;

     o    unforeseen delays, cost overruns, unanticipated expenses; or

     o    regulatory, engineering design and other technological changes.

     For example,  it is possible that we will need substantial funds if we find
it necessary or desirable to overbuild the territory  currently  served  through
our  arrangements  with  the  Alliances.  Due to our  highly  leveraged  capital
structure,  additional financing may not be available or, if available,  may not
be obtained on a timely basis or on terms acceptable to us or within limitations
permitted  under our  existing  debt  covenants.  Failure  to obtain  additional
financing,  should  the  need  for it  develop,  could  result  in the  delay or
abandonment of our development and expansion plans, and we may be unable to fund
our ongoing operations.

     BECAUSE  SPRINT HAS  REQUIRED US TO UPGRADE  OUR NETWORK TO PROVIDE  "THIRD
GENERATION" TECHNOLOGY, WE WILL FACE ADDITIONAL CAPITAL EXPENSES.

     The wireless  industry is seeking to implement new "third  generations," or
"3G", technology. Sprint has selected a version of 3G technology (1XRTT) for its
own networks and required us to upgrade our network to provide  those  services.
We currently  estimate the network upgrade to 1XRTT will cost  approximately $35
million, but actual costs could exceed this estimate. Sprint launched the new 3G


                                       37
<PAGE>

technology  in August  2002.  We  participated  in that launch  along with other
Sprint PCS affiliates. We still have additional expenditures pending to complete
the full  implementation of 3G in all of our markets. If other wireless carriers
implement  their  3G  upgrades  on a more  rapid  timetable,  or on a more  cost
efficient basis, or on a more advanced  technology  basis, we will likely suffer
competitive  disadvantages in our markets.  While there are potential advantages
with  3G  technology,   such  as  increased   network  capacity  and  additional
capabilities for wireless data applications,  the technology has not been proven
in  the  marketplace   and  has  the  risks  inherent  in  other   technological
innovations.

     Recently,  Sprint has sought to increase  service fees during the remainder
of 2002 and beyond in connection with its development of 3G-related  back-office
systems and platforms.  The Company,  along with other PCS affiliates of Sprint,
is currently  disputing the validity of Sprint's  right to pass through this fee
to the affiliates.  If this dispute is resolved unfavorably to the Company, then
Horizon PCS will incur additional expenses.

     UNAUTHORIZED  USE OF OUR NETWORK AND OTHER TYPES OF FRAUD COULD DISRUPT OUR
BUSINESS AND INCREASE OUR COSTS.

     We will likely  incur costs  associated  with the  unauthorized  use of our
network,  including  administrative and capital costs associated with detecting,
monitoring  and reducing the incidence of fraud.  Fraud impacts  interconnection
costs, capacity costs, administrative costs, fraud prevention costs and payments
to other carriers for unbillable  fraudulent  roaming.  Although we believe that
Sprint has  implemented  appropriate  controls to  minimize  the effect to us of
fraudulent usage, our efforts may not be successful.

     EXPANDING OUR TERRITORY MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

     As part of our business  strategy,  we may expand our territory through the
grant of additional markets from Sprint or through  acquisitions of other Sprint
PCS  affiliates.   We  will  evaluate   strategic   acquisitions  and  alliances
principally  relating to our current operations.  These transactions may require
the approval of Sprint and commonly involve a number of risks, including:

     o    difficulty assimilating acquired operations and personnel;

     o    diversion of management attention;

     o    disruption of ongoing business;

     o    inability to retain key personnel;

     o    inability to successfully  incorporate acquired assets and rights into
          our service offerings;

     o    inability to maintain  uniform  standards,  controls,  procedures  and
          policies; and

     o    impairment of relationships with employees, customers or vendors.

     Failure to overcome these risks or any other problems  encountered in these
transactions could have a material adverse effect on our business. In connection
with these  transactions,  we may also issue  additional  equity  securities and
incur additional debt.

     THE SPRINT PCS  AGREEMENTS AND OUR RESTATED  CERTIFICATE  OF  INCORPORATION
INCLUDE  PROVISIONS  THAT  MAY  DISCOURAGE,  DELAY OR  RESTRICT  ANY SALE OF OUR
OPERATING ASSETS OR COMMON STOCK TO THE POSSIBLE DETRIMENT OF OUR NOTEHOLDERS.

     The Sprint PCS agreements restrict our ability to sell our operating assets
and common  stock.  Generally,  Sprint  must  approve a change of control of our
ownership and consent to any assignment of the Sprint PCS agreements. The Sprint
PCS  agreements  also give Sprint a right of first  refusal if we decide to sell
the  operating  assets of our Bright PCS markets to a third party.  In addition,
provisions of our restated  certificate of  incorporation  could also operate to


                                       38
<PAGE>

discourage, delay or make more difficult a change in control of our company. For
example, our restated certificate of incorporation provides for:

     o    two classes of common stock,  with our class B common stock having ten
          votes per share;

     o    the issuance of preferred stock without stockholder approval; and

     o    a classified board, with each board member serving a three-year term.

     The  restrictions  in the Sprint PCS  agreements  and the provisions of our
restated certificate of incorporation could discourage any sale of our operating
assets or common stock.

     HORIZON TELCOM WILL BE ABLE TO CONTROL THE OUTCOME OF  SIGNIFICANT  MATTERS
PRESENTED TO  STOCKHOLDERS  AS A RESULT OF ITS OWNERSHIP  POSITION,  WHICH COULD
POTENTIALLY IMPAIR OUR ATTRACTIVENESS AS A TAKEOVER TARGET.

     Horizon Telcom  beneficially  owns  approximately  56.3% of our outstanding
common  stock on fully  diluted  basis as of March 31, 2003.  In  addition,  the
shares  held by  Horizon  Telcom  are class B shares,  which  have ten votes per
share.  The class A shares  have only one vote per share.  As a result,  Horizon
Telcom holds approximately 83.1% of the voting power on a fully diluted basis at
March 31,  2003.  Horizon  Telcom  will have the  voting  power to  control  the
election of our board of directors  and it will be able to cause  amendments  to
our restated certificate of incorporation or our restated bylaws. Horizon Telcom
also may be able to cause changes in our business  without  seeking the approval
of any other party.  These changes may not be to the advantage of our company or
in the best interest of our other  stockholders or the holders of our notes. For
example,  Horizon Telcom will have the power to prevent, delay or cause a change
in control of our company and could take other  actions  that might be favorable
to Horizon Telcom, but not necessarily to other stockholders.  This may have the
effect of  delaying or  preventing  a change in control.  In  addition,  Horizon
Telcom is  controlled  by members of the McKell  family,  who  collectively  own
approximately  60.7% of the voting interests of Horizon Telcom.  Therefore,  the
McKell family,  acting as a group, may be able to exercise indirect control over
us.

     WE MAY FACE CONFLICTS OF INTEREST WITH HORIZON  TELCOM,  WHICH MAY HARM OUR
BUSINESS.

     Conflicts of interest may arise between Horizon Telcom, and us or its other
affiliates,  in  areas  relating  to past,  ongoing  and  future  relationships,
including:

     o    corporate opportunities;

     o    tax and intellectual property matters;

     o    potential acquisitions;

     o    financing transactions,  sales or other dispositions by Horizon Telcom
          of shares of our common stock held by it; and

     o    the  exercise  by  Horizon  Telcom  of  its  ability  to  control  our
          management and affairs.

     Horizon  Telcom  controls  approximately  83.1% of the voting  power of our
shares on a fully diluted basis. Horizon Telcom is engaged in a diverse range of
telecommunications-related  businesses,  such as local  telephone  services  and
Internet  services,  and these  businesses  may have  interests that conflict or
compete in some manner with our business.  Horizon Telcom is under no obligation
to share any  future  business  opportunities  available  to it with us,  unless
Delaware law requires it to do so. Any  conflicts  that may arise between us and
Horizon Telcom or any of its affiliates or any loss of corporate  opportunity to
Horizon  Telcom that may  otherwise be available to us may impact our  financial
condition or results of operations because these conflicts of interest or losses
of corporate  opportunities  could result in a loss of customers and, therefore,
business.  Because  Horizon  Telcom  will be able to control the outcome of most
conflicts upon which stockholders could vote and because it will have the voting
power to control our board of  directors,  conflicts  may not be resolved in our
favor.



                                       39
<PAGE>

     PRESENT AND FUTURE  TRANSACTIONS  WITH HORIZON  TELCOM MAY BE ON TERMS THAT
ARE NOT AS FAVORABLE AS COULD BE OBTAINED FROM THIRD PARTIES.

     In the  past,  we  have  entered  into  transactions  with  Horizon  Telcom
including  the leasing of towers by Horizon  Telcom to us and the  advancing  of
cash  to  us to  finance  our  operations.  In  addition,  Horizon  Services,  a
subsidiary of Horizon Telcom  provides  administrative  services to us including
finance and accounting services,  computer access and human resources.  Although
these  transactions  were on terms that we  believe  are fair,  because  Horizon
Telcom  currently owns 56.3% of our outstanding  common stock on a fully diluted
basis,  third  parties  with  whom we  wish  to  enter  into  agreements  or the
marketplace in general may not perceive these  transactions  with Horizon Telcom
to be fair.  In addition,  because  Horizon  Telcom has the power to control our
board  of  directors,  we may not be able to  renew  these  agreements  on terms
favorable to us.

     WE MAY  EXPERIENCE A HIGH RATE OF CUSTOMER  TURNOVER,  WHICH WOULD INCREASE
OUR COSTS OF OPERATIONS AND REDUCE OUR REVENUE AND PROSPECTS FOR GROWTH.

     Our strategy to minimize  customer  turnover,  commonly known as churn, may
not be  successful.  As a result  of  customer  turnover,  we lose  the  revenue
attributable  to these  customers  and  increase the costs of  establishing  and
growing our customer  base.  The PCS industry has  experienced  a higher rate of
customer turnover as compared to cellular industry averages. We have experienced
an increase in churn during 2002, primarily caused by NDASL customers' inability
to pay for services  billed.  Current and future  strategies to reduce  customer
churn may not be successful.

     The rate of customer turnover is affected by the following factors, several
of which are not within our ability to address:

     o    credit worthiness of customers;

     o    extent of network coverage;

     o    reliability  issues such as blocked  calls,  dropped calls and handset
          problems;

     o    non-use of phones;

     o    change of employment;

     o    a lack of affordability;

     o    price competition;

     o    Sprint's PCS customer credit policies;

     o    customer care concerns; and

     o    other competitive factors.

     A high rate of customer  turnover could  adversely  affect our  competitive
position,  results  of  operations  and our costs of,  or  losses  incurred  in,
obtaining new customers, especially because we subsidize some of the cost of the
handsets purchased by our customers.

     OUR  ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS  MAY  NOT BE  SUFFICIENT  TO  COVER
UNCOLLECTIBLE ACCOUNTS.

     On an ongoing basis, we estimate the amount of customer receivables that we
may not collect to reflect  the  expected  loss on such  accounts in the current
period.  However,  our allowance for doubtful accounts may underestimate  actual
unpaid receivables for various reasons, including:



                                       40
<PAGE>

     o    adverse changes in our churn rate exceeding our estimates;

     o    adverse changes in the economy  generally  exceeding our expectations;
          or

     o    unanticipated changes in Sprint's PCS products and services.

     If our allowance for doubtful  accounts is  insufficient to cover losses on
our receivables, our business, financial position or results of operations could
be materially adversely affected.

     BECAUSE THE WIRELESS INDUSTRY HAS EXPERIENCED HIGHER CUSTOMER ADDITIONS AND
HANDSET  SALES IN THE FOURTH  CALENDAR  QUARTER AS  COMPARED  TO THE OTHER THREE
CALENDAR  QUARTERS,  A FAILURE BY US TO ACQUIRE  SIGNIFICANTLY MORE CUSTOMERS IN
THE FOURTH QUARTER COULD HAVE A DISPROPORTIONATE  NEGATIVE EFFECT ON OUR RESULTS
OF OPERATIONS.

     The wireless industry is historically  dependent on fourth calendar quarter
results. Our overall results of operations could be significantly  reduced if we
have a worse than expected fourth calendar quarter for any reason, including the
following:

     o    our inability to match or beat pricing plans offered by competitors;

     o    our failure to adequately promote Sprint's PCS products,  services and
          pricing plans;

     o    our inability to obtain an adequate supply or selection of handsets;

     o    a  downturn  in the  economy  of  some  or all of the  markets  in our
          territory; or

     o    a generally poor holiday shopping season.

     REGULATION  BY  GOVERNMENT  AGENCIES  MAY  INCREASE  OUR COSTS OF PROVIDING
SERVICE OR REQUIRE US TO CHANGE OUR  SERVICES,  WHICH COULD IMPAIR OUR FINANCIAL
PERFORMANCE.

     The  licensing,  construction,  use,  operation,  sale and  interconnection
arrangements  of wireless  telecommunications  systems are  regulated to varying
degrees by the FCC, the Federal Aviation  Administration  and,  depending on the
jurisdiction,  state and  local  regulatory  agencies  and  legislative  bodies.
Adverse  decisions  regarding these  regulatory  requirements  could  negatively
impact our operations and our cost of doing business.

     USE OF HAND-HELD  PHONES MAY POSE HEALTH RISKS,  REAL OR  PERCEIVED,  WHICH
COULD RESULT IN THE REDUCED USE OF OUR SERVICES OR LIABILITY FOR PERSONAL INJURY
CLAIMS.

     Media reports have suggested that radio  frequency  emissions from wireless
handsets may be linked to various health  problems,  including  cancer,  and may
interfere with various  electronic  medical devices,  including hearing aids and
pacemakers.  Concerns  over radio  frequency  emissions  may  discourage  use of
wireless handsets or expose us to potential  litigation.  Any resulting decrease
in demand for our services,  or costs of  litigation  and damage  awards,  could
impair our ability to profitably operate our business.

     REGULATION  BY GOVERNMENT  OR POTENTIAL  LITIGATION  RELATING TO THE USE OF
WIRELESS PHONES WHILE DRIVING COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

     Some studies have  indicated  that some  aspects of using  wireless  phones
while driving may impair  drivers'  attention in certain  circumstances,  making
accidents  more likely.  These  concerns  could lead to  litigation  relating to
accidents,  deaths  or  serious  bodily  injuries,  or to  new  restrictions  or
regulations on wireless phone use, any of which also could have material adverse
effects  on our  results  of  operations.  A number  of U.S.  states  and  local
governments  are  considering or have recently  enacted  legislation  that would
restrict or prohibit the use of a wireless  handset  while driving a vehicle or,
alternatively,  require the use of a hands-free  telephone.  Legislation of this
sort, if enacted, would require wireless service providers to provide hands-free
enhanced services, such as voice activated dialing and hands-free speaker phones


                                       41
<PAGE>

and headsets,  so that they can keep generating  revenue from their subscribers,
who make many of their  calls  while on the road.  If we are  unable to  provide
hands-free  services  and products to our  subscribers  in a timely and adequate
fashion,  the volume of  wireless  phone usage would  likely  decrease,  and our
ability to generate revenues would suffer.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

        Exhibit
          No.       Description
        -------     -----------
          3.1*      Amended and Restated Certificate of Incorporation of Horizon
                    PCS.

          3.2*      Bylaws of Horizon PCS.

          99.1      Certification  pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002.

          99.2      Certification  pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002.

----------------
*    Incorporated  by reference  to the exhibit with the same number  previously
     filed by the Registrant on Form S-4 (Reg. No. 333- 51238).


(B)  REPORTS ON FORM 8-K

     1.   On March 31,  2003,  the  Company  filed a Current  Report on Form 8-K
          regarding  its earnings  press  release for the quarter and year ended
          December 31, 2002.



                                       42
<PAGE>



                                   SIGNATURES

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

                                             HORIZON PCS, INC.
                                             Registrant


    Date: May 14, 2003                        By: /s/  William A. McKell
                                                 -------------------------------
                                              William A. McKell
                                              Chief Executive Officer


    Date: May 14, 2003                        By: /s/  Peter M. Holland
                                                 -------------------------------
                                                 Peter M. Holland
                                                 Chief Financial Officer
                                                 (Principal Financial and Chief
                                                 Accounting Officer)



                                       43
<PAGE>



       Horizon PCS, Inc., Certification for Quarterly Report on Form 10-Q


I, William A. McKell, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Horizon PCS, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrants  other  certifying  officer  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  May 14, 2003                           /s/ William A McKell
                                              ----------------------------------
                                              William A. McKell
                                              Chairman of the Board, President
                                              and Chief Executive Officer



<PAGE>


       Horizon PCS, Inc., Certification for Quarterly Report on Form 10-Q


I, Peter M. Holland, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Horizon PCS, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrants  other  certifying  officer  and  I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  May 14, 2003                        /s/  Peter M. Holland
                                           -------------------------------------
                                           Peter M. Holland
                                           Chief Financial Officer


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