SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


(Mark One)

[x]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarter ended March 31, 2001 or

[ ]  Transition  report  pursuant  to  Section  13 or  13(d)  of the  Securities
     Exchange Act of 1934

                        Commission file number: 333-51240


                                Horizon PCS, Inc.
             (Exact name of Registrant as specified in its charter)


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

                               68 East Main Street
                          Chillicothe, Ohio 45601-0480
                    (Address of principal executive offices)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     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____

                  Outstanding common stock, as of May 10, 2001:
                        No shares of class A common stock
                    53,806,200 shares of class B common stock



<PAGE>


                                HORIZON PCS, INC.

                              FIRST QUARTER REPORT

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>                                                                                                          <C>
                                                                                                             Page
PART I   FINANCIAL INFORMATION...............................................................................2

         Item 1.    Financial Statements.....................................................................2

         Condensed Consolidated Balance Sheets at March 31, 2001 (unaudited) and December 31, 2000...........2

         Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended
               March 31, 2001 and 2000.......................................................................4

         Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended
               March 31, 2001 and March 31, 2000.............................................................5

         Notes to Interim Condensed Consolidated Financial Statements (Unaudited)............................6

         Item 2.    Management's Discussion and Analysis of Financial Condition and Results of
                    Operations............................................................................. 12

         Item 3.    Quantitative and Qualitative Disclosures About Market Risk..............................18

PART II  OTHER INFORMATION..................................................................................18

         Item 5.    Other Information.......................................................................18

         Item 6.    Exhibits and Reports on Form 8-K........................................................31

</TABLE>


<PAGE>

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements



                                HORIZON PCS, INC.

             Consolidated Financial Statements As Of March 31, 2001

Condensed Consolidated Balance Sheets
at March 31, 2001 (unaudited) and December 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                           <C>                    <C>
                                                                                March 31,            December 31,
                                                                                   2001                  2000
                                                                              ---------------       ---------------
                                                                               (unaudited)
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                  $  110,586,257        $  191,417,394
   Accounts receivable - subscriber, less allowance for doubtful
     accounts of  $1,113,000 and $901,000 at March 31, 2001 and
     December 31, 2000, respectively                                               5,227,069             3,259,634
   Interest receivable, prepayments and other                                      4,293,868             4,338,578
   Receivable from affiliate                                                       1,874,864               741,453
   Equipment inventory                                                             2,868,506             3,850,335
   Short-term investments                                                         31,976,767             2,895,646
                                                                              ---------------       ---------------

              Total current assets                                               156,827,331           206,503,040
                                                                              ---------------       ---------------

INVESTMENTS AND OTHER ASSETS:
   Investment in Parent                                                            1,124,573             1,120,262
   Intangible assets                                                              52,167,879            52,879,934
   Unamortized debt expense and other                                             15,038,290            14,855,469
                                                                              ---------------       ---------------

              Total investments and other assets                                  68,330,742            68,855,665
                                                                              ---------------       ---------------

PROPERTY AND EQUIPMENT:
   In service                                                                     98,353,161            72,017,575
   Less- Accumulated depreciation                                                (11,958,961)           (9,259,862)
                                                                              ---------------       ---------------

              Property and equipment in service, net                              86,394,200            62,757,713

   Construction work in progress                                                  53,908,052            46,944,132
                                                                              ---------------       ---------------

              Total property and equipment                                       140,302,252           109,701,845
                                                                              ---------------       ---------------

              Total assets                                                     $ 365,460,325         $ 385,060,550
                                                                              ===============       ===============

</TABLE>

(Continued on next page)


                                       2
<PAGE>


HORIZON PCS, INC.

Condensed  Consolidated  Balance  Sheets
As of March 31,  2001 and December 31, 2000
(continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                           <C>                   <C>
                                                                                March 31,            December 31,
                                                                                   2001                  2000
                                                                              ---------------       ---------------
                                                                               (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
   Accounts payable and accrued liabilities                                    $  35,315,752         $  42,762,050
    Payable to Parent                                                                422,552               427,747
    Payable to affiliates                                                          2,000,482             1,114,727
                                                                              ---------------       ---------------

              Total current liabilities                                           37,738,786            44,304,524
                                                                              ---------------       ---------------

DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
    Long-term debt                                                               190,823,365           185,283,104
    Deferred income and other liabilities                                          9,720,622             8,712,404
                                                                              ---------------       ---------------

              Total deferred credits and other long-term liabilities             200,543,987           193,995,508
                                                                              ---------------       ---------------

              Total liabilities                                                  238,282,773           238,300,032
                                                                              ---------------       ---------------

COMMITMENTS AND CONTINGENCIES

CONVERTIBLE PREFERRED STOCK                                                      137,054,862           134,421,881

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, none issued
     or outstanding, at $0.0001 par value                                                  -                     -
   Common stock - class B, 75,000,000 shares authorized,  58,485,000
     issued, 58,471,934 outstanding at March 31, 2001 and December 31,
     2000, respectively, at $0.0001 par value                                          5,849                 5,849
   Treasury stock - class B, 13,066 shares, at $8.50 per share                      (111,061)             (111,061)
   Accumulated other comprehensive income                                           (298,905)                    -
   Additional paid-in capital                                                     91,617,653            91,617,653
   Deferred stock compensation                                                    (2,098,207)           (2,275,444)
   Retained deficit                                                              (98,992,639)          (76,898,360)
                                                                              ---------------       ---------------

              Total stockholders' equity (deficit)                                (9,877,310)           12,338,637
                                                                              ---------------       ---------------

              Total liabilities and stockholders' equity (deficit)            $  365,460,325        $  385,060,550
                                                                              ===============       ===============
</TABLE>

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

                                       3
<PAGE>


HORIZON PCS, INC.

Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2001 and March 31, 2000
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>
                                                                     For the Three Months Ended
                                                                             March 31,
                                                                -------------------------------------
                                                                      2001                2000
                                                                ------------------  -----------------
OPERATING REVENUES:
   Subscriber revenues                                          $   11,332,513      $   2,322,477
   Roaming revenues                                                  6,114,459            561,428
   Equipment revenues                                                1,075,964            618,628
                                                                ------------------  -----------------
              Total operating revenues                              18,522,936          3,502,533
                                                                ------------------  -----------------

OPERATING EXPENSES:
   Cost of services                                                 15,820,865          2,945,362
   Cost of equipment                                                 2,189,910          1,647,897
   Selling, general and administrative expenses                     13,114,810          3,731,270
   Non-cash compensation expense                                      177,237              86,119
   Depreciation and amortization                                     3,414,043            878,970
                                                                ------------------  -----------------
              Total operating expenses                              34,716,865          9,289,618
                                                                ------------------  -----------------

OPERATING LOSS                                                     (16,193,929)        (5,787,085)

   Interest income and other, net                                    2,886,220            279,723

   Interest expense, net                                            (6,150,947)          (715,422)
                                                                ------------------  -----------------

LOSS ON CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE
   (BENEFIT)                                                       (19,458,656)        (6,222,784)
                                                                ------------------  -----------------

Income tax EXPENSE (benefit)                                                 -           (716,624)
                                                                ------------------  -----------------

LOSS ON CONTINUING OPERATIONS                                      (19,458,656)        (5,506,160)
                                                                ------------------  -----------------

DISCONTINUED OPERATIONS
   Income from discontinued operations, net of tax
     expense of  $72,763 for the three months ended
     March 31, 2000                                                          -            141,245
                                                                ------------------  -----------------

NET LOSS                                                           (19,458,656)        (5,364,915)
                                                                ------------------  -----------------

PREFERRED STOCK DIVIDEND                                            (2,635,623)                 -
                                                                ------------------  -----------------

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS                       $  (22,094,279)     $  (5,364,915)
                                                                ==================  =================

Basic and diluted loss per share from continuing operations     $        (0.38)     $       (0.10)
Basic and diluted income per share from discontinued
    operations                                                               -                  -
                                                                ------------------  -----------------
Basic and diluted loss per share available to common
    stockholders                                                $        (0.38)     $       (0.10)
                                                                ==================  =================

Weighted average shares outstanding                                 58,471,934         53,806,200
                                                                ==================  =================

</TABLE>


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


                                       4
<PAGE>

HORIZON PCS, INC.

Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2001 and March 31, 2000
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>
                                                                     Three Months Ended March 31,
                                                                ---------------------------------------
                                                                      2001                 2000
                                                                ------------------  -------------------
NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                $  (19,650,101)     $        29,556
                                                                ------------------  -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures, net                                       (32,053,689)            (769,070)
   Investment in Parent                                                      -          (11,835,000)
   Dividend received                                                    (4,311)                   -
   Cash investments                                                (31,976,767)                   -
   Proceeds from the sale of fixed assets                                    -              700,000
   Notes payable for investment in joint venture - repayments                -           (1,032,000)
   Proceeds from return of investments in RTFC subordinated
      capital certificates                                           2,895,646                    -
   Equity in investments, net                                                -                4,389
                                                                ------------------  -------------------
              Net cash used in investing activities                (61,139,121)         (12,931,681)
                                                                ------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Capital contributions                                                     -              810,462
   Deferred financing fees and other                                   (41,915)            (774,100)
   Notes payable - borrowings                                                -           13,000,000
                                                                ------------------  -------------------
              Net cash provided by (used in) financing
                activities                                             (41,915)          13,036,362
                                                                ------------------  -------------------

NET INCREASE / (DECREASE)  IN CASH AND CASH EQUIVALENTS            (80,831,137)             134,237

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                     191,417,394              146,806
                                                                ------------------  -------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $  110,586,257      $       281,043
                                                                ==================  ===================
</TABLE>


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



                                       5
<PAGE>


HORIZON PCS, INC.
Notes to Interim Condensed Consolidated Financial Statements
March 31, 2001
(Unaudited)
--------------------------------------------------------------------------------

(1)  General

     The results of operations for the interim 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 three
     months ended March 31, 2001 and 2000. All such  adjustments are of a normal
     recurring nature.


(2)  Organization and Business Operations

     The Company provides  primarily wireless personal  communications  services
     (PCS). The Company entered into management  agreements with Sprint PCS, the
     PCS group of Sprint Corporation during 1998. 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, and Maryland under the Sprint PCS
     brand.  HPCS is required to build out the  wireless  network  according  to
     Sprint  PCS  specifications.  The term of the  agreements  is 20 years with
     three successive  10-year renewal periods unless terminated by either party
     under  provisions  outlined in the  management  agreements.  The management
     agreements  commenced in June 1998,  but payments of the management fee did
     not commence until HPCS  converted to a fully branded  Sprint  affiliate in
     October 1999. The management  agreements included  indemnification  clauses
     between the Company and Sprint PCS 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.

     In May 2000, the Company expanded its management agreement with Sprint PCS.
     This  allows the  Company  to have the  exclusive  right to build,  own and
     manage a wireless  voice and data  services  network in markets  located in
     Pennsylvania, New York, Ohio and New Jersey.

     On April 26, 2000,  Horizon  Telcom,  Inc. (the Parent) formed Horizon PCS,
     Inc.  (the  Company  or  HPCS).  On June 27,  2000,  Horizon  Telcom,  Inc.
     transferred  its 100% ownership of Horizon  Personal  Communications,  Inc.
     (HPC)  to HPCS in  exchange  for  53,806,200  shares  of  stock of HPCS (as
     adjusted for the 1.1697-for-one stock split in the form of a stock dividend
     effective on  September 8, 2000).  This  transfer  was  accounted  for as a
     reorganization  of companies  under common control in a manner similar to a
     pooling-of-interests in the consolidated financial statements. Accordingly,
     the  reorganization and the adjusted number of shares outstanding have been
     reflected  retroactively  and the prior  financial  statements  of  Horizon
     Personal  Communications,  Inc. are  presented  as those of HPCS.  HPC will
     continue to exist and conduct business as a wholly-owned  subsidiary of the
     Company.


(3)  Summary of Significant Accounting Policies

     Note 2 to  the  Notes  to  the  Consolidated  Financial  Statements  in the
     Company's December 31, 2000 Financial  Statements  summarizes the Company's
     significant accounting policies.

     Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been  prepared  in  accordance  with  the  rules  and  regulations  of  the
     Securities  and  Exchange  Commission  ("SEC").   Certain  information  and
     footnote  disclosures normally included in financial statements prepared in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed  or  omitted  pursuant  to  such  rules  and  regulations.  These
     statements  include  the  accounts  of the  Company  and  its  wholly-owned
     subsidiaries,  including HPC and Bright Personal  Communications  Services,
     LLC,  from  the  date  of  its  acquisition  in  June  2000.  All  material
     intercompany transactions and balances have been eliminated.


                                       6
<PAGE>

HORIZON PCS, INC.
Notes to Interim Condensed Consolidated Financial Statements
March 31, 2001
(Unaudited)
--------------------------------------------------------------------------------

     Revenue Recognition

     The Company sells handsets and  accessories  which are recorded at the time
     of the sale as equipment revenue. After the handset has been purchased, the
     subscriber  purchases  a service  package  which is  recognized  monthly as
     service is provided and is included as subscriber revenue.  Roaming revenue
     is  recorded  when  Sprint PCS  subscribers,  other  Sprint  PCS  affiliate
     subscribers and non-Sprint PCS subscribers roam onto the Company's network.

     The accounting  policy for the  recognition of activation fee revenue is to
     record the revenue over the periods  such  revenue is earned in  accordance
     with the current  interpretations of SEC Staff Accounting  Bulletin No. 101
     (SAB 101),  "Revenue  Recognition  in Financial  Statements."  Accordingly,
     activation  fee revenue  and direct  customer  activation  expense has been
     deferred and will be recorded over the average life for those customers (36
     months) that are assessed an  activation  fee. For the three months  ended,
     March 31,  2001,  the  Company  has  recognized  approximately  $56,000  of
     activation fee revenue and has deferred  $389,000 of activation fee revenue
     and direct customer activation expense.  The total amount deferred at March
     31, 2001 is approximately $727,000.

     Net Loss per Share

     The Company  computes net loss per common share in accordance with SFAS No.
     128,  "Earnings per Share" and SEC Staff Accounting  Bulletin No. 98. Basic
     and  diluted  loss per share from  continuing  operations  is  computed  by
     dividing loss on continuing operations, less preferred stock dividends, for
     each period, by the weighted-average outstanding common shares.

     Basic and diluted net loss  available to common  stockholders  per share of
     common  stock  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  (options or convertible
     securities) 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 are 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 the common  stock
     options,  the stock purchase warrants and the convertible  preferred stock.
     These  items  will be  included  in the fully  diluted  earnings  per share
     calculation when dilutive.

     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 expense.

     Horizon PCS has adopted FASB  Statement No. 133,  Accounting for Derivative
     Instruments and Hedging  Activities  (SFAS No. 133), as amended by SFAS No.
     138, Accounting for Derivative  Instruments and Hedging  Activities.  These
     statements  established  accounting and reporting  standards for derivative
     instruments and hedging  activities that require an entity to recognize all
     derivatives 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.  Pursuant  to  the  derivative
     criteria established by SFAS No. 133, items with exposure to variability in
     expected  future cash flows that is  attributable  to a particular  risk is
     considered  a cash flow  hedge.  The  exposure  may be  associated  with an
     existing  recognized asset or liability such as future interest payments on
     variable-rate  debt. During the first quarter of 2001,  Horizon PCS entered
     into  an  interest  rate  swap on one  half  ($25,000,000)  of the  current
     outstanding  debt  ($50,000,000)  borrowed  under the Senior Secured Credit
     Facilities.  The  Company  recorded  an  unrealized  loss of  approximately
     $299,000 in other  comprehensive  income  associated with the change in the
     fair value of the swap.


                                       7
<PAGE>
HORIZON PCS, INC.
Notes to Interim Condensed Consolidated Financial Statements
March 31, 2001
(Unaudited)
--------------------------------------------------------------------------------

     Reclassifications

     Certain prior year amounts have been  reclassified to conform with the 2001
     presentation.


(4)  Acquisitions

     During 1999 the Company entered into a joint venture  agreement through the
     purchase of 25.6% of Bright Personal  Communications  Services, LLC (BPCS).
     The investment was accounted for under the equity method. The joint venture
     was established in October 1999 to provide personal communications services
     in Ohio, Indiana, and Michigan.

     On June 27,  2000,  the Company  acquired  the  remaining  74.4% of BPCS in
     exchange for 8% of the  Company's  class B common stock  (4,678,800  shares
     valued at approximately  $34,000,000) and  approximately 40% of the Horizon
     Telcom,   Inc.   common  stock  owned  by  HPC  (31,912  shares  valued  at
     $15,300,000).

     This  acquisition  was treated as a purchase for accounting  purposes.  The
     consolidated statement of operations includes the results of BPCS from June
     28, 2000.

     In conjunction  with this  transaction,  the Company also acquired the BPCS
     management  agreement  with  Sprint PCS and,  with it, the right to operate
     using Sprint PCS licenses in BPCS'  markets.  The Company has recognized an
     intangible asset totaling  $33,000,000  related to this licensing agreement
     which will be amortized  over 20 years,  the initial term of the underlying
     management  agreement.  Amortization  commenced in June 2000.  Amortization
     expense  for the  three  months  ended  March  31,  2001  is  approximately
     $427,000.

     The purchase price,  as  preliminarily  allocated,  exceeds the fair market
     value of the net assets acquired by approximately $7,778,000. The resulting
     goodwill  will  be  amortized  on a  straight-line  basis  over  20  years.
     Amortization  commenced  in June 2000.  Amortization  expense for the three
     months ended March 31, 2001 is approximately $97,000.

     The  preliminary  purchase  price  allocation  of the fair  value of assets
     acquired and liabilities assumed is summarized below:

     Working  capital . . . . . . . . . . . . . . . . . . . .  $  2,072,000
     Property and equipment   . . . . . . . . . . . . . . . .     6,328,000
     Sprint PCS licenses  . . . . . . . . . . . . . . . . . .    33,000,000
     Goodwill . . . . . . . . . . . . . . . . . . . . . . . .     7,777,752
     Other assets . . . . . . . . . . . . . . . . . . . . . .       122,000

     The following  unaudited pro forma summary  presents the net revenues,  net
     loss and loss per share from the combination of the Company and BPCS, as if
     the  acquisition had occurred at the beginning of the 2000 fiscal year. The
     pro forma  information  is provided for  information  purposes  only. It is
     based on historical information and does not necessarily reflect the actual
     results that would have  occurred nor is it  necessarily  indicative of the
     future results of operations of the combined enterprise:

                                                             Three Months Ended
                                                               March 31, 2000
                                                            --------------------
     Net revenue. . . . . . . . . . . . . . . . . . . . . . $       2,995,416
     Net loss . . . . . . . . . . . . . . . . . . . . . . .        (5,869,077)
     Basic and diluted  loss per share  . . . . . . . . . .             (0.10)


                                       8
<PAGE>
HORIZON PCS, INC.
Notes to Interim Condensed Consolidated Financial Statements
March 31, 2001
(Unaudited)
--------------------------------------------------------------------------------

     Prior to acquisition,  BPCS had not commenced revenue-generating operations
     and was paying a management  fee to its investor,  HPCS. The management fee
     recognized by HPCS in the period prior to the acquisition  date is included
     in net revenue.  In the pro forma  disclosure  above,  this  management fee
     revenue is fully eliminated.


(5)  Comprehensive Income

     The Company's comprehensive income (loss) consists of net loss available to
     common  stockholders  and net  unrealized  loss on  derivative  instruments
     (interest rate swap), as follows:

                                                              For the
                                                    three months ended March 31,
                                                    ----------------------------
                                                     2001                  2000
                                                    -------------  -------------

     Net loss available to common stockholders      $(22,094,279)  $ (5,364,915)
     Net unrealized loss on derivative instruments      (298,905)             -
                                                    -------------  -------------
     Total comprehensive loss                       $(22,094,279)  $ (5,364,915)
                                                    =============  =============

(6)  Investments

     At March 31, 2001, the Company held  $31,976,767 of short-term  investments
     in marketable securities with maturities greater than three months but less
     than twelve months.


(7)  Discontinued Operations

     Effective  April 1,  2000,  the  Company  transferred  its  Internet,  long
     distance  and other  businesses  unrelated to its  wireless  operations  to
     United  Communications,  Inc.  (United),  a wholly-owned  subsidiary of the
     Parent.  Accordingly,  the results of operations  for these  business units
     have been reported as discontinued operations in the prior period.

     Operating  results  for the three  months  ended  March 31,  2000 for these
     businesses are as follows:

                                                Three Months Ended
                                                     March 31,
                                                       2000
                                               ---------------------

         Total revenue                             $  1,046,313

         Operating income before income taxes           214,008

         Earnings before income taxes                   214,008

         Income tax expense                             (72,763)
                                                   --------------
         Net Income from discontinued operations   $    141,245
                                                   ==============


                                       9
<PAGE>
HORIZON PCS, INC.
Notes to Interim Condensed Consolidated Financial Statements
March 31, 2001
(Unaudited)
--------------------------------------------------------------------------------

(8)  Commitments and Contingencies

     Operating Leases

     The  Company  leases  office  space and  various  equipment  under  several
     operating  leases.  In  October  1999,  the  Company  signed a tower  lease
     agreement  with a third party whereby the Company will lease the 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 will receive a
     site  development  fee from the tower lessor for certain  tower sites which
     the lessor constructs on behalf of the Company.  Such fees are deferred and
     amortized over the life of the related lease.

     Construction Expenditures

     Construction  expenditures  in 2001 are estimated to be  $125,600,000.  The
     majority  of the  estimated  expenditures  are  for  the  build-out  of the
     Personal Communications Services Network.

     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, cash flows or financial condition.

     Vendor Agreements

     In August  1999,  the Company  entered  into a wholesale  network  services
     agreement  with a third-party  vendor.  The initial term is through June 8,
     2008 with four automatic ten-year renewals.  The monthly billings under the
     agreement  are based on  usage.  No  minimum  usage is  required  under the
     agreement.

     Guarantees

     The  senior  discount  notes  are  guaranteed  by  the  Company's  existing
     subsidiaries,  Horizon  Personal  Communications,  Inc. and Bright Personal
     Communications  Services,  LLC,  and  will  be  guaranteed  by  all  of the
     Company's  future  domestic  restricted  subsidiaries.  The  Company has no
     independent  assets or operations.  The  guarantees  are general  unsecured
     obligations.  Each guarantor fully and unconditionally guarantees,  jointly
     and  severally,  on a senior  subordinated  basis,  the  full and  punctual
     payment of principal of, and premium and  liquidated  damages,  if any, and
     interest on the senior  discount notes when due. If the Company  creates or
     acquires  unrestricted  subsidiaries and foreign  restricted  subsidiaries,
     these  subsidiaries  need not be guarantors.  The ability of holders of the
     senior  discount notes to receive payment on the guarantees is subordinated
     in right of payment to all senior debt, including all obligations under the
     Company's senior secured credit facility.


(9)  Related Parties

     The Company  has  non-interest  bearing  receivables  from and  payables to
     affiliated companies (other subsidiaries of the Parent) related to advances
     made to and received from or for services  received  from these  affiliated
     companies.  At March 31, 2001 and December 31, 2000,  the Company has a net
     payable to the Parent for Federal  income  taxes.  The balances due to/from
     related parties as of March 31, 2001 and December 31, 2000 are as follows:


                                       10
<PAGE>
HORIZON PCS, INC.
Notes to Interim Condensed Consolidated Financial Statements
March 31, 2001
(Unaudited)
--------------------------------------------------------------------------------

                                            March 31,           December 31,
                                              2001                  2000
                                        ----------------      ----------------
         Receivable from affiliate  . .  $   1,874,864        $      741,453
         Payable to Parent  . . . . . .        422,552               427,747
         Payable to affiliates  . . . .      2,000,482             1,307,061

         During  2001  and  2000  affiliated   companies  provided  the  Company
         management, supervision and administrative services including financial
         services,  regulatory  services,  human  resource  services  and  other
         administrative  and  support  services.  The cost of  these  management
         services  for the  three  months  ended  March  31,  2001  and 2000 was
         approximately $1,612,000 and $739,000, respectively.

(10) Subsequent Event

     On  April  2,  2001,  the  Company's  Board  approved  distribution  of the
     remaining shares of Horizon Telcom stock to employees of Horizon PCS (7,249
     shares resulting in a non-cash stock compensation  expense of approximately
     $725,000 in the second quarter of 2001).


                                       11
<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.  The discussion
contains  forward-looking  statements that involve risks and uncertainties.  Our
actual  results could differ  materially  from the results  anticipated in these
forward-looking statements. See item 5 to this Form 10-Q for further information
regarding several of these risks and uncertainties.

OVERVIEW

     As of March 31, 2001, we had launched  service covering  approximately  5.2
million  residents,  or  approximately  51%  of  the  total  population  in  our
territory,   and  had  84,681   customers.   We  expect  to  launch  service  to
approximately  6.7  million  residents,  or 66% of the total  population  in our
territory,  by the third  quarter  of 2001,  at which time our  planned  network
build-out will be substantially complete.

     Under our agreements  with Sprint PCS, we manage our network on Sprint PCS'
licensed  spectrum  and have the right to use the  Sprint  and  Sprint PCS brand
names.

HISTORY AND BACKGROUND

     Horizon PCS is a subsidiary of Horizon Telcom.  Horizon Telcom is a holding
company  which,  in  addition  to  Horizon  PCS,  owns  100% of The  Chillicothe
Telephone Company,  a local telephone company in service for 105 years.  Horizon
Telcom  also  owns  100% of  Horizon  Services,  which  provides  administrative
services to Horizon PCS and other Horizon Telcom affiliates,  and 100% of United
Communications,  a separate long distance and Internet services business.  Prior
to providing PCS service, we were a DirecTV affiliate.  We sold that business in
1996. We also launched a successful Internet services business in 1995, which we
transferred to United Communications in April 2000.

The following are key milestones in our business:

     o    In  November  1996,  we  acquired  PCS  licenses  in the FCC's C Block
          auction  giving us the right to  provide  service  to five  markets in
          Ohio,   West  Virginia  and  Kentucky  with  a  total   population  of
          approximately  1.0 million.  In August 1997,  approximately ten months
          after   receiving  our  licenses,   we  launched  PCS  Service  as  an
          independent  service  provider  operating  under the Horizon  Personal
          Communications  brand  name.  We were the  third C Block  licensee  to
          launch  PCS  service  in the  United  States and the first to use CDMA
          technology.


     o    In June 1998, we returned all of our FCC licenses except for a portion
          of the license covering our Chillicothe,  Ohio market, in exchange for
          the  forgiveness of our FCC debt. In connection with the return of our
          FCC  licenses,  we agreed to become  one of five  charter  Sprint  PCS
          affiliates.  Our initial grant of markets from Sprint PCS consisted of
          seven  markets  in  Ohio,  West  Virginia  and  Kentucky  with a total
          population of approximately 1.6 million.  This grant included the five
          markets for which we originally  held  licenses.  In November 1998, we
          began  offering  Sprint PCS  service.  However,  we  continued  to use
          Horizon Personal Communications as the primary brand for marketing our
          PCS service.

     o    In August  1999,  Sprint  PCS  granted  us 17  additional  markets  in
          Virginia, West Virginia, Tennessee, Maryland, Kentucky and Ohio with a
          total  population of  approximately  3.3 million.  In conjunction with
          this second grant, we also entered into a network  services  agreement
          with the West Virginia PCS Alliance and Virginia PCS  Alliance,  which
          we  refer  to  as  the  Alliances.   The  Alliances  are  two  related
          independent PCS providers  offering  services under the Intelos brand,
          and  whose  network  is  managed  by CFW  Communications.  Under  this
          agreement,  we  obtained  the right to use their  wireless  network to
          provide  Sprint PCS  services  to our  customers  in most of these new
          markets.  Within two months of receiving  our second grant from Sprint
          PCS,  we  were  offering  Sprint  PCS  service  in 16 of  our  markets
          including  eleven markets served under this  agreement.  If we use the
          Alliances'  network to the fullest extent  permitted by our agreement,
          the Alliances'  network would provide  service to markets with a total
          population  of 3.3 million and coverage to 1.8 million  residents,  or
          52% of the total population.

                                       12
<PAGE>

     o    In  September  1999,  Horizon  Telcom,  our parent  company,  sold its
          interest in the towers it owned to SBA Towers,  Inc. for $15.7 million
          and invested  the net  proceeds in us. Prior to the sale,  we had been
          leasing the towers from Horizon Telcom. We now lease those towers from
          SBA. Concurrently with the tower sale, we entered into a build-to-suit
          agreement with SBA for the  construction  of new towers as part of our
          network build-out.  Under the terms of the agreement,  we receive site
          development   fees  and  reduced  lease  rates  for  specified  towers
          constructed by SBA and leased to us as an anchor tenant.

     o    In  September  1999,  we became  one of the  founders  of Bright  PCS,
          receiving  a 26%  equity  stake in  exchange  for  approximately  $3.1
          million. Shortly after our investment, Bright PCS became the exclusive
          Sprint PCS  affiliate  for 13 markets in Indiana,  Ohio and  Michigan,
          with a total population of approximately 2.4 million. At that time, we
          also entered into a management  agreement  with Bright PCS under which
          we  agreed  to  manage  all  of  Bright  PCS'  network  build-out  and
          operations. We launched service in substantially all of the Bright PCS
          markets in October 2000.

     o    In  December  1999,  we  completed  a  two-month   transition  from  a
          co-branded  marketing  strategy  to  marketing  and selling all of our
          products and services  exclusively  under the "Sprint PCS" brand name,
          which gave us full  access to Sprint  PCS' major  national  retailers.
          Since that transition,  we have  experienced an accelerated  growth in
          our customer base.

     o    In May 2000,  Sprint  PCS  granted  us an  additional  17  markets  in
          Pennsylvania, New York, Ohio and New Jersey with a total population of
          approximately  2.9  million.   In  September  2000,  we  substantially
          completed  the purchase  from Sprint PCS of the assets  related to our
          new markets.

     o    In June 2000,  we acquired the remaining 74% of Bright PCS that we did
          not  already  own to become a 100%  owner.  As  consideration  for the
          outstanding  Bright PCS equity, we exchanged 4.7 million shares of our
          class B common  stock  equal to 8% of our  outstanding  shares  of all
          classes of our common stock prior to this offering,  and 31,912 shares
          of Horizon Telcom common stock equal to 8% of the  outstanding  shares
          of Horizon Telcom, which we acquired in February 2000.

     o    On September  26,  2000,  an investor  group led by Apollo  Management
          purchased  $126.5  million  of our  convertible  preferred  stock in a
          private  placement.  Concurrently,  holders of our $14.1 million short
          term  convertible  note (including  accrued  interest of $1.1 million)
          converted it into the same  convertible  preferred  stock purchased by
          the investor group. Concurrently,  the Company received $149.7 million
          from the issuance of $295.0 million of senior  discount notes due 2010
          and $50.0 million of term loans from our $225.0 million senior secured
          credit facility (later increased to a $250.0 million facility).


RESULTS OF OPERATIONS

     Service revenues consist primarily of PCS subscriber  revenues,  Sprint PCS
roaming revenues and non-Sprint PCS roaming  revenues.  PCS subscriber  revenues
consist  primarily  of  monthly  service  fees and other  charges  billed to our
customers  for Sprint PCS  service in our  territory  under a variety of service
plans. Roaming revenues consists of Sprint PCS roaming and travel and non-Sprint
PCS roaming and travel.  We receive Sprint PCS roaming  revenues at a per minute
rate from Sprint PCS or another Sprint PCS affiliate when Sprint PCS subscribers
based  outside of our  territory  use our  portion  of the  Sprint PCS  network.
Non-Sprint  PCS  roaming   revenues   include  payments  from  wireless  service
providers,  other than Sprint PCS, when those providers' subscribers roam on our
network.

     We record 100% of PCS subscriber  revenues from our  customers,  Sprint PCS
roaming  revenues  from  Sprint PCS  subscribers  based  outside our markets and
non-Sprint PCS roaming revenues.  Sprint PCS retains 8% of all collected service
revenue as a management fee.  Collected  service revenues include PCS subscriber
revenues and  non-Sprint  PCS roaming  revenues,  but exclude Sprint PCS roaming
revenues and revenues from sales of equipment. We report the amounts retained by
Sprint PCS as selling, general and administrative expenses.

     Equipment  revenues consist of digital handsets and accessories sold to our
customers.   Certain  of  our  equipment  sales  are  made  through  independent
distributors under agreements allowing rights of return on merchandise unsold by


                                       13
<PAGE>

the  distributors.  We defer  recognition of such sales until the merchandise is
sold by the distributors.

The following table sets forth a breakdown of our revenues by type.



                                                THREE MONTHS ENDED
                                                    MARCH 31,
                                     ----------------------------------------
                                            2001                 2000
                                       (DOLLARS IN THOUSANDS, EXCEPT ARPU)

                                      AMOUNT       %         AMOUNT       %

Subscriber revenues .............     $ 11,333    61%         $2,323     66%
Roaming revenues ................        6,114    33%            561     16%
Equipment revenues ..............        1,076     6%            619     18%
                                     -----------          ------------
Total revenues ..................      $ 18,523                $3,503
                                     ===========          ============

ARPU (including roaming)(1)......           $80                   $60
ARPU (excluding roaming)(1)......            53                    48


(1) ARPU,  average revenue per unit, is an industry term that measures total PCS
service revenues per month from our subscribers divided by the average number of
digital subscriber units for that month. ARPU,  including roaming,  is ARPU with
Sprint PCS roaming  and travel and  non-Sprint  PCS  roaming  and  travel.  ARPU
excluding  roaming  excludes  Sprint PCS roaming and travel and  non-Sprint  PCS
roaming and travel.


THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

     Subscriber  Revenues.  Subscriber revenues for the three months ended March
31, 2001 were $11.3 million, compared to $2.3 million for the three months ended
March 31, 2000, an increase of $9.0 million.  The growth in subscriber  revenues
is  primarily  the  result of the  growth in our  customer  base.  We had 84,681
customers  at March 31, 2001,  compared to 19,838 at March 31, 2000.  We believe
our customer  base has grown  because we have  launched  additional  markets and
increased our sales force.  ARPU without roaming  increased for the three months
ended March 31, 2001  compared to the three  months  ended March 31, 2000 to $53
from $48  primarily as a result of the mix of the packages  our  customers  have
selected.  Our subscribers have selected  packages with higher monthly recurring
charges.

     Roaming  Revenues.  Roaming revenues  increased from $561,000 for the three
months ended March 31, 2000 to $6.1 million for the three months ended March 31,
2001, an increase of $5.6 million.  ARPU including roaming increased from $60 to
$80 for the three months  ended March 31, 2000 to March 31, 2001,  respectively.
This increase  primarily  resulted from the continued  build out of our network,
including  highways  covering  northwest  Ohio,  northern  Indiana  and  western
Pennsylvania.  We  expect  continued  volume  increases  in Sprint  PCS  roaming
revenues as we  complete  the  remainder  of our  network  build-out,  including
completing  other portions of our network covering  additional  heavily traveled
highways.

     On April 27,  2001,  Sprint PCS and its  affiliates  agreed on a new travel
rate  structure,  decreasing  the per minute  receivable  and payable for travel
usage from its  previous  amount of $0.20 per minute to $0.15 per minute on June
1,  2001,  $0.12  per  minute  on  October  1,  2001,  and a cost  return  basis
(approximately  $0.10 per minute) on January 1, 2002. We expect this decrease in
the rate to reduce our overall  revenue and  expense per minute.  We  anticipate
this  rate  reduction  to be offset by volume  increases  resulting  in  greater
overall travel revenue and expense in the future.

     Equipment Revenues.  Equipment revenues consist of handsets and accessories
sold to customers.  Equipment revenues for the three months ended March 31, 2001
were $1.1  million,  compared to $600,000  for the three  months ended March 31,


                                       14
<PAGE>

2000, an increase of $500,000.  The increase in equipment revenues is the result
of our increase in customers.  We added 18,234 customers in the first quarter of
2001 compared to 6,089 in the first quarter of 2000.

     Cost  Of  Services.   Cost  of  services  includes  site  rent,  utilities,
maintenance, engineering and network personnel, interconnection expenses, Sprint
PCS  roaming  fees,  non-Sprint  roaming  fees,  and other  expenses  related to
operations.  We pay Sprint PCS roaming fees to Sprint PCS when our customers use
Sprint PCS' network outside of our territory. We pay non-Sprint PCS roaming fees
to other wireless service providers when our customers use their networks.  Also
included  in cost of services  are costs  incurred  under our  network  services
agreement  with the  Alliances.  We pay the  Alliances a per minute usage charge
whenever our customers use the network.

     Under  our  build-to-suit  agreement  with SBA,  we  receive  certain  site
development  fees  for  towers  SBA  constructs  and  leases  to  us  under  our
build-to-suit  agreement.  Each site  development  fee received is recorded as a
deferred credit and is amortized over the term of the lease, thereby effectively
reducing our tower lease expense.

     Cost of  services  for the three  months  ended  March  31,  2001 was $15.8
million,  compared to $2.9 million for the three months ended March 31, 2000, an
increase of $12.9  million.  This  increase  reflects the increase in Sprint PCS
roaming fees of $3.3 million,  the increase in costs  incurred under our network
services  agreement with the Alliances of $3.2 million,  the increase in network
operations,  including  tower lease expense,  of $3.1 million,  network  payroll
expense of $1.1 million, and the increase in other variable expenses,  including
long  distance toll charges,  of $2.2 million.  As noted under roaming  revenues
above, we anticipate the travel rate reduction to be offset by volume  increases
resulting in greater overall travel expense in the future.

     Cost Of  Equipment.  Cost of  equipment  includes the costs of handsets and
accessories sold by us to our customers.  Cost of equipment for the three months
ended March 31,  2001 was $2.2  million,  compared to $1.6 for the three  months
ended  March 31,  2000,  an increase of  $600,000.  The  increase in the cost of
equipment  is the  result of the  growth in our  wireless  customers,  partially
offset by the decreasing unit cost of the handsets. We added 18,234 customers in
the first quarter of 2001  compared to 6,089 in the first  quarter of 2000.  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,  General  And  Administrative   Expenses.   Selling,  general  and
administrative  expenses consist of sales and marketing expenses and general and
administrative  costs.  Sales and  marketing  expenses  relate to  salaries  and
commissions  paid to our  sales  representatives  and sales  support  personnel,
commissions  paid to  national  and local  third  party  distribution  channels,
operating  costs  associated  with our  retail  stores,  costs  associated  with
distribution  channels,  handset  subsidies  on units sold by third  parties for
which we do not record revenue, and marketing and advertising programs.  General
and administrative costs relate to corporate personnel, including executives and
customer care. The 8% of collected  service  revenues  retained by Sprint PCS is
included in selling, general and administrative costs.

     Also included in general and administrative costs are costs associated with
functions  performed for us by Horizon  Services  under our services  agreement.
These include finance functions,  billing and collections,  accounting services,
computer access and administration, executive, supervisory, consulting, customer
relations,  human resources and other administrative services. Horizon Services'
costs for these functions are charged to us using a standard FCC cost allocation
methodology.  Under  this  methodology,  all  costs  that  can  be  specifically
identified to us are directly charged to us, and all costs that are specifically
identified to other  subsidiaries  of Horizon Telcom are charged to them.  Costs
incurred by Horizon Services that cannot be specifically identified to a company
for which Horizon Services  provides  service are apportioned  among the Horizon
Telcom subsidiaries based on appropriate  measures.  Because of the economies of
scale  inherent  in a  centralized  service  company,  we believe we are able to
receive these  services less  expensively  through this  arrangement  than if we
provided them ourselves.

     These  services are provided for under a five-year  agreement.  We have the
right to terminate  the agreement at any time,  subject to notice  requirements.
Horizon  Services may terminate the agreement  prior to its expiration date only
in the event that we breach our obligations under the services  agreement and we
do not cure the breach.



                                       15
<PAGE>

     In May 2000, we agreed to begin  purchasing  certain back office  services,
including customer  activation,  billing and customer care, directly from Sprint
PCS.  Previously,  we provided  these  services  ourselves.  We  purchase  these
services from Sprint PCS at rates which reflect  Sprint PCS' economies of scale.
We expect  that the total cost of these  services  will be at or below the total
cost of providing the services  ourselves due to anticipated rate reductions and
Sprint PCS' ability to economically manage the support of new services.  We also
believe this  arrangement  will allow us to more quickly roll out new Sprint PCS
products and services in our markets. During the third quarter of 2000, we began
to transition our existing  customers to Sprint PCS' back office  services.  The
transition to Sprint PCS' back office services should be completed by the end of
2001. At March 31, 2001,  nearly  two-thirds of our customers  were serviced via
Sprint PCS back office services.

     Selling,  general and administrative expenses rose to $13.1 million for the
three months ended March 31, 2001,  compared to $3.7 million for the same period
in 2000, an increase of $9.4 million.  This increase reflects the 8% fee paid to
Sprint  PCS  on  our  increased  collected  service  revenues  (an  increase  of
$800,000),  the costs of  servicing  an increased  coverage  area,  including 17
storefronts  at March 31,  2001  compared to 3 at March 31, 2000 and the related
marketing  to the  increased  area (an  increase  of $3.7  million),  additional
customer  support  personnel and  associated  activities,  including  Sprint PCS
support charges (an increase of $1.3 million),  commissions paid to national and
local third party  distribution  channels (an increase of  $800,000),  increased
subsidies  paid to third party  vendors for  handsets  sold (an increase of $1.2
million),  increased  headcount and  professional  services at Horizon  Services
needed to support our growth (an  increase  of  $800,000),  and the  increase in
other general expenses ($800,000). We expect selling, general and administrative
expenses  to  increase  in the  aggregate  as we  expand  our  coverage  and add
customers, but to decrease as a percentage of revenues.

     Non-Cash  Compensation  Expense.  For the three months ended March 31, 2001
and 2000, we recorded  stock-based  compensation expense of $177,000 and $86,000
respectively for certain stock options granted in November 1999. The increase is
attributable  to  a  higher  vesting   percentage  in  2001  compared  to  2000.
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  $709,000 in 2001, $681,000 in 2002, $622,000 in 2003, $193,000 in
2004,  and $71,000 in 2005.  In  addition,  in the second  quarter of 2001,  the
company will record  $725,000 of non-cash  compensation  expense for the Horizon
Telcom stock distributed in April 2001.

     Depreciation  And  Amortization  Expense.   Depreciation  and  amortization
expenses  increased  by $2.5  million to a total of $3.4  million  in 2001.  The
increase in  depreciation  reflects the continuing  construction of our network.
Because  our  acquisition  of  Bright  PCS  was  accounted  for  as  a  purchase
transaction, amortization has increased as a result of amortizing the intangible
assets.

     At September 30, 2000, we recorded an intangible asset of $13.4 million for
the value of  warrants  we agreed to grant to  Sprint.  These  warrants  will be
amortized  over  the  remaining  term of the  Sprint  PCS  management  agreement
resulting in $752,000 of amortization expense per year. Amortization expense for
the quarter ended March 31, 2001 was approximately $188,000.

     Interest  Income And Other,  Net. Other income in the first quarter of 2001
was $2.9 million and consisted primarily of interest income. Interest income was
generated from cash proceeds from our private equity sales,  senior subordinated
discount  notes and  drawings  under the senior  secured  credit  facility,  all
completed  on  September  26, 2000.  The  proceeds  were  invested in short term
accounts  waiting to be deployed.  As capital  expenditures are made to complete
the build-out of our network, decreasing cash balances may result in lower daily
interest income in the future.

     Interest  Expense,  Net.  Interest expense for the three months ended March
31,  2001 was $6.2  million,  compared to $715,000  in 2000,  and  consisted  of
interest on debt.  Interest on our senior  secured  credit  facility  accrues at
LIBOR plus our  specified  margin  (approximately  9.1% at March 31,  2001).  We
accrue interest at a rate of 14% per annum on our senior  subordinated  discount
notes  through  October  1,  2005 and will pay  interest  semi-annually  in cash
thereafter.  Non-cash  interest  expense also included the  amortized  amount of
deferred  financing  fees related to our senior  secured  credit  facility,  our
senior  subordinated  discount  notes,  and  the  amortization  of  the  related
warrants.  Total non-cash  interest expense for the three months ended March 31,
2001 was $5.7 million.  We expect our interest expense to increase in the future


                                       16
<PAGE>

as we borrow under our senior credit  facility to fund our network build out and
operating losses.

     In the first quarter of 2001, we entered into a two year interest rate swap
effectively  fixing $25.0  million of our term loan at a rate of 9.4%. We do not
expect the effects of the swap to have a material impact to interest expense for
the remainder of 2001. Other comprehensive income may fluctuate based on changes
in the fair  value  of the  swap  instrument.  An  other  comprehensive  loss of
$299,000 was recorded as of March 31, 2001.

     Income Tax Expense (Benefit).  Until September 26, 2000 we were included in
the  consolidated  federal income tax return of Horizon Telcom.  We provided for
federal  income  taxes  on a  pro-rata  basis,  consistent  with a  consolidated
tax-sharing  agreement.  As a result  of the sale of the  convertible  preferred
stock on  September  26,  2000,  we will not be able to  participate  in the tax
sharing  agreement  nor  will we be able to  recognize  any net  operating  loss
benefits until we start to generate taxable income. We did not record any income
tax benefit for the three months ended March 31, 2001 because of the uncertainty
of  generating  future  taxable  income  to be able  to  recognize  current  net
operating losses.

     Loss From Continuing  Operations.  Our loss from continuing  operations for
the three months ended March 31, 2001 was $19.5 million compared to $5.5 million
for the three months ended March 31, 2000. The increase in our loss reflects the
continued  expenses  relative to launching our markets and building our customer
base.

     Discontinued  Operations.  In April 2000, we transferred our Internet, long
distance and other  businesses  unrelated to the wireless  operations  to United
Communications,  a separate  subsidiary  of Horizon  Telcom,  at net book value.
Accordingly,  the  results  of  operations  for these  business  units have been
reported as discontinued operations in the prior period.

     Preferred  Stock  Dividend.  Our  convertible  preferred stock pays a stock
dividend at the rate of 7.5% per annum, payable  semi-annually  commencing April
30. For the three months ended March 31,  2001,  we accrued a stock  dividend of
$2.6 million. On May 1, 2001 we issued an additional 116,386 shares of preferred
stock in payment of the stock dividends through April 30.


LIQUIDITY AND CAPITAL RESOURCES

     Through  September  26,  2000 we financed  our  operations  through  equity
contributions  from Horizon  Telcom and through debt  financing  provided by the
Rural Telephone Finance  Cooperative  (RTFC). On September 26, 2000, an investor
group led by Apollo  Management  purchased  $126.5  million  of our  convertible
preferred stock in a private placement.  Concurrent with the closing, holders of
our $14.1 million  short-term  convertible  note (including  accrued interest of
$1.1 million)  converted it into the same convertible  preferred stock purchased
by the investor  group.  On  September  26, 2000,  the Company  received  $149.7
million from the issuance of $295 million of Senior Discount Notes due 2010. The
notes  accrete  in  value  until  October  1,  2005 at a rate of 14%  compounded
semi-annually.  Also on September 26, 2000, we received $50.0 million as part of
a $225.0  million  senior  secured  credit  facility led by First Union National
Bank. The amount of the senior  secured credit  facility was increased to $250.0
million in November,  2000. At March 31, 2001, we had $200.0  million  available
under our senior secured credit facility.

     We expect that our future funding needs,  including our anticipated funding
needs over the next 12 months,  will be provided by our existing working capital
and borrowings under our new senior secured credit  facility.  Our funds will be
used for capital expenditures and to fund working capital and operating losses.

     We anticipate  that our existing cash and  borrowings  under our new senior
secured  credit  facility  will be  adequate  to  fund  our  network  build-out,
anticipated  operating losses and working capital  requirements until we achieve
positive earnings before interest, taxes, depreciation and amortization which we
expect to achieve in the third quarter of 2003. From January 1, 2001 to December
31,  2001,  we  anticipate   that  our  funding  needs   requirements   will  be
approximately $187.9 million, of which approximately $125.6 million will be used


                                       17
<PAGE>

for capital  expenditures  and the remainder will be utilized  primarily to fund
working capital and operating losses. The actual funds required to build-out 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 an  expansion of our  territory,  unforeseen  delays,  cost
overruns, unanticipated expenses, regulatory changes, engineering design changes
and required  technological  upgrades and other  technological  risks. If we are
unable to obtain any necessary  additional funding and we are unable to complete
our  network  build-out,  this may  result in a  termination  of our  Sprint PCS
agreement.  We will no longer be able to offer Sprint PCS products and services.
Additionally,  Sprint PCS may purchase our operating assets or capital stock for
72% of the entire business value.

     Net cash  used in  operating  activities  was $19.7  million  for the three
months ended March 31, 2001.  This reflects the  continuing  use of cash for our
operations to build our customer base.

     Net cash  used in  investing  activities  was $61.1  million  for the three
months ended March 31, 2001. Our capital expenditures were $32.1 million for the
three months ended March 31, 2001,  reflecting the  continuing  build out of our
network.  Net cash used for investing  activities also consists of $32.0 million
of short-term  investments.  These are investments of our excess cash balance in
short-term marketable securities.  As we continue to build our customer base and
complete  our  network  build  out,  we expect  our  borrowings  will  increase,
decreasing our cash and investment balances.

     Net cash provided by financing  activities for the three months ended March
31, 2001 was $42,000 consisting primarily of deferred financing fees.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     For the three  months  ended  March 31,  2001,  we did not  experience  any
material  change in market  risk  exposures  that  affect the  quantitative  and
qualitative disclosures about market risk. We do not engage in commodity futures
trading  activities and do not enter into derivative  financial  instruments for
trading  purposes.  We also do not engage in transactions in foreign  currencies
that would expose us to market risk.

     In the normal course of business,  our  operations  are exposed to interest
rate risk on our senior secured credit facility.  Our primary interest rate risk
exposures  relate to 1) the interest  rate on our  financing,  2) our ability to
refinance our senior  subordinated  discount  notes at maturity at market rates,
and 3) the impact of interest  rate  movements  on our ability to meet  interest
expense requirements and meet financial covenants under our debt instruments.

     Based on our  outstanding  balances at March 31, 2001, an increase of 1% in
the base  lending  rate  would  result  in a  decrease  in  annual  earnings  of
approximately $2.0 million.

     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 first
quarter of 2001, we entered into an interest rate swap effectively  fixing $25.0
million of our term debt at a rate of 9.4%.  While we cannot predict our ability
to refinance  existing debt or the impact  interest rate  movements will have on
our existing  debt, we continue to evaluate our interest rate risk on an ongoing
basis.

     The carrying value of the financial instruments approximate fair value.


PART II - - OTHER INFORMATION

Item 5:  Other Information

     We Have Not Had Any Profitable  Years In The Past Five Years And We May Not
Achieve Or Sustain Operating  Profitability Or Positive Cash Flow From Operating
Activities.

     We expect to incur significant operating losses and to generate significant
negative  cash flow from  operating  activities  until 2003 while we continue to
construct  our network and grow our customer  base.  We have already  incurred a
total of  approximately  $19.5 million in net losses through March 31, 2001. Our


                                       18
<PAGE>

operating profitability will depend upon many factors,  including our ability to
market  our  services,  achieve  our  projected  market  penetration  and manage
customer   turnover  rates.  If  we  do  not  achieve  and  maintain   operating
profitability  and  positive  cash flow from  operating  activities  on a timely
basis,  we may not be  able  to meet  our  debt  service  requirements,  and our
stockholders could lose all or part of their investment.

     If We Do Not Successfully  Manage our Anticipated Rapid Growth, We May Fail
To Complete The  Build-Out Of Our Network,  Sprint PCS 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 PCS, which we refer to as
the Sprint PCS  agreements,  require us to build out and  operate the portion of
the Sprint PCS network  located in our territory in accordance  with Sprint PCS'
technical and coverage requirements. The agreements also require that we provide
minimum  network  coverage  to the total  population  within each of the markets
which make up our territory by specified dates.

     Under the terms of our Sprint PCS  agreements,  we are  required to provide
additional coverage in specified markets by the following dates:

                                                                 Population
         Covered Requirement      Estimated Total Population     To Be Covered
         -------------------      --------------------------     -------------
         October 2001             2,369,867                      811,730
         February 2002            535,078                        147,365

     Portions  of  the  Scranton,   Pottsville,   Stroudsburg   and   Allentown,
Pennsylvania, Knoxville, Tennessee, and New York City area markets were required
to be completed by December 31, 2000.  As of April 30, 2001,  these markets have
not been completed as required.  To cure these shortfalls,  we must increase our
coverage in these markets by an additional  covered  population of approximately
135,000. Sprint PCS is aware of these shortfalls. If these shortfalls constitute
a material breach, Sprint PCS could send a notice of default,  which would begin
a cure period. We believe that if these shortfalls constitute a material breach,
we can cure these shortfalls within the applicable cure period. Assuming we cure
within this timeframe as expected, we would not be subject to any penalties.  We
are presently  considering  a proposal  from Sprint PCS that would,  among other
things,  extend the deadlines for building out several of our markets and impose
a  monetary  payment  if the  deadlines  are  not  met.  As of the  date of this
registration  statement, we are in compliance with the build-out requirements in
all of our markets except these markets.

     By the third quarter of 2001, we are required by our Sprint PCS  agreements
to provide  aggregate  coverage of 65% in the markets granted to us in the third
grant.  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.

     We Have  Substantial Debt Which We May Not Be Able To Service And Which May
Result In Our Lenders Controlling HPCS' Assets In An Event Of Default.

     As of March 31, 2001, our total debt outstanding was $190.8 million,  $50.0
million of which was due under our senior  secured  credit  facility  and $140.8
million of which was due under our senior discount notes (total debt outstanding
of $210.4 million less a $19.6 million unrecognized discount associated with the
warrants issued in connection with our senior discount notes offering).

     Our substantial  debt will have a number of important  consequences for our
operations and our investors, including the following:

     o    we have to  dedicate  a  substantial  portion  of any 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 have sufficient funds to pay interest on, and principal of,
          our debt;

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



                                       19
<PAGE>

     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; and

     o    due to the liens on substantially all of our assets and the pledges of
          equity ownership of our subsidiaries  that secure our senior debt, our
          lenders may control our assets upon a default.

     If We Fail To Pay Our Debt,  Our  Lenders  May Sell Our Loans To Sprint PCS
Giving Sprint PCS The Rights Of A Creditor To Foreclose On Our Assets.

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

     If Sprint PCS 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 PCS terminates these
agreements,  Sprint PCS may purchase our  operating  assets or capital stock for
80% of the entire business value. 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.  In addition,  Sprint PCS must approve any change of
control  of our  ownership  and  consent  to any  assignment  of the  Sprint PCS
agreements.  Sprint  PCS 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 as yet
to  be  identified  competitors  of  Sprint  PCS  or  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 our  company or its  business
and may operate to reduce the entire business value of our company.

     The Termination Of Our Strategic Affiliation With Sprint PCS Or Sprint PCS'
Failure To  Perform  Its  Obligations  Under The  Sprint  PCS  Agreements  Would
Severely Restrict Our Ability To Conduct Our Business.

     Because we own only a single  license to operate a wireless  PCS network of
our own, 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 PCS may terminate the Sprint PCS agreements for breach of any
material terms. We also depend on Sprint PCS' ability to perform its obligations
under the Sprint PCS agreements. The termination of the Sprint PCS agreements or
the  failure  of Sprint  PCS to  perform  its  obligations  under the Sprint PCS
agreements  would severely  restrict our ability to conduct the wireless digital
communications business.

     If Sprint PCS 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 PCS' network may not provide nationwide  coverage to the same extent
as its  competitors,  which  could  adversely  affect our ability to attract and
retain  customers.  Sprint  PCS is seeking to create a  nationwide  PCS  network
through its own construction efforts and those of its affiliates. Today, neither
Sprint PCS nor any other PCS provider offers service in every area of the United
States. Sprint PCS has entered into, and anticipates entering 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 PCS' national network and, to a lesser extent,  on the networks of its
other affiliates.  Sprint PCS and its affiliate program are subject,  to varying
degrees, to the economic, administrative, logistical, regulatory and other risks
described in this registration statement.  Sprint PCS' and its other affiliates'
PCS operations may not be successful.



                                       20
<PAGE>

     The  Inability  To  Maintain  Our Back  Office  Systems Or To  Successfully
Convert  Over To And Use  Sprint  PCS' Back  Office  Services  And  Third  Party
Vendors' Back Office Systems Could Disrupt Our Business.

     In some of our markets,  we presently provide our own back office services,
such as customer  activation,  support and billing. As our business has expanded
our  internal  support  systems  have been  subject to  increased  demand.  This
increases the risk that our information systems,  business processes and related
support functions, especially those related to prompt activation of service upon
receipt  of  the  customer  order,  customer  service  and  accounts  receivable
collection could prove inadequate or inefficient.  Some time ago, we completed a
review  of our  internal  systems  and  processes  and  implemented  many of the
improvements to our process recommended from the review.  However,  there can be
no assurance that the improvements we have  implemented  will be sufficient.  If
our systems  become unable to timely and  efficiently  meet demands for service,
this could decrease subscriber growth, and delay or otherwise impede billing and
collection of amounts owed, which would adversely affect our revenues.

     Furthermore,  we have engaged Sprint PCS to provide back office systems. We
began the  transition to Sprint PCS back office  services in September  2000. We
expect that these services will be fully  transitioned  to Sprint PCS by the end
of 2001. The process of transitioning our own back office services to Sprint PCS
could be accompanied by unanticipated  errors,  delays or expenses,  which could
adversely  affect our ability to service our customers,  add new  customers,  or
complete the transition.  Once the transition is complete,  our operations could
be  disrupted  if Sprint PCS 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 PCS' business will continue to pose
a significant  challenge to its internal support systems.  Additionally,  Sprint
PCS 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 PCS'  willingness  to
continue  to  offer  these  services  to us and to  provide  these  services  at
competitive  costs.  The Sprint PCS agreements  provide that,  upon nine months'
prior written  notice,  Sprint PCS may elect to terminate any of these services.
If  Sprint  PCS  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.

     We Depend On Other Telecommunications Companies For Some Services Which, 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 GTE 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 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  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 PCS.

     If We Do Not Meet All Of The  Conditions  Under Our Senior  Secured  Credit
Facility,  We May Not Be Able To Draw Down All Of The Funds  Under The  Facility
And, As A Result,  We May Not Be Able To Complete The  Build-Out Of Our Network,
Which May Result In The Termination Of The Sprint PCS Agreements.

     Our senior secured  credit  facility  provides for aggregate  borrowings of
$250.0  million of which $50.0  million  was  borrowed on  September  26,  2000.
Availability of future borrowings will be subject to customary credit conditions
at each funding date, including the following:

     o    the absence of any default or event of default;
     o    the continuing accuracy of all representations and warranties; and
     o    no material adverse change.

     If we do not meet these conditions at each funding date, our senior secured
lenders may choose not to lend any or all of the remaining amounts, and if other
sources of funds are not available,  we may not be in a position to complete the
build-out of our  network.  If we do not have  sufficient  funds to complete our
network  build-out,  we may be in breach of the  Sprint  PCS  agreements  and in
default under our senior secured credit facility.


                                       21
<PAGE>

Our   Indebtedness   Places   Restrictions  On  Us  Which  Limit  Our  Operating
Flexibility.

     The indenture  governing our senior  discount  notes and the senior secured
credit  agreement both impose material  operating and financial  restrictions on
us. These restrictions,  subject to ordinary course of business exceptions,  may
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.

     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 senior secured  credit  facility may prohibit
us and the  guarantors  of our  senior  discount  notes  from  paying the senior
discount notes or the guarantees of the senior discount notes.

The Terms Of The Convertible Preferred Stock May Affect Our Financial Results.

     If we do not  complete  an initial  public  offering  of common  stock that
yields  gross  proceeds  of at least $65.0  million  with a per share price that
exceeds  $10.29 or  consummate a business  combination  with another  Sprint PCS
affiliate that meets specified  criteria,  our convertible  preferred stock will
not convert into common stock. 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.

     If we  become  subject  to  the  repurchase  right  or  change  of  control
redemption  requirements under the convertible  preferred stock while our senior
debt or senior discount notes are  outstanding,  we will be required to seek the
consent of the holders of our senior debt and the holders of the senior discount
notes to repurchase or redeem the  convertible  preferred  stock,  or attempt to
refinance  the debt and the senior  discount  notes.  If we fail to obtain these
consents, there will be an event of default under the terms governing our senior
debt. 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 indenture governing the senior discount notes.

     If We  Breach  Our  Agreement  With SBA,  Or It  Otherwise  Terminates  Its
Agreement With Us, Our Right To Provide  Wireless  Service From Some 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 will lose our right to provide  wireless  services  from most of our  current
cell sites.



                                       22
<PAGE>

     We May Have Difficulty In Obtaining  Infrastructure Equipment And Handsets,
Which Are At Times In Short Supply,  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 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.  The demand for the equipment  required to construct our network
is  considerable,  and  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 demand for specific types of
handsets  is  strong  and  the  manufacturers  of  those  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.

     If The West Virginia PCS Alliance and Virginia PCS Alliance, Which We Refer
To As The Alliances, 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.

     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 some of
our other markets  where we don't 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.

     Sprint PCS' Vendor Discounts May Be Discontinued,  Which Could Increase Our
Equipment  Costs And  Require  More  Capital  Than We  Project  To Build Out Our
Network.

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

     The Failure Of Our Vendors,  Consultants  And  Contractors To Perform Their
Obligations May Delay  Construction Of Our Network Which May Lead To A Breach Of
The Sprint PCS Agreements.

     We have retained  vendors,  consultants  and  contractors  to assist in the
design and engineering of our systems,  construct cell sites,  switch facilities
and  towers,  lease  cell  sites and deploy  our  network  systems,  and we will
continue to  significantly  depend  upon them in order to fulfill our  build-out
obligations.  The failure by any of our vendors,  consultants  or contractors to
fulfill their contractual  obligations to us could materially delay construction
of the remaining portion of our network and may cause us to breach our build-out
commitments to Sprint PCS.

     Conflicts  With  Sprint PCS May Not Be  Resolved  In Our Favor  Which Could
Restrict Our Ability To Manage Our Business And Provide  Sprint PCS Products And
Services,  Adversely Affect Our Relationships  With Our Customers,  Increase Our
Expenses Or Decrease Our Revenues.

     Under the Sprint PCS  agreements,  Sprint PCS has a  substantial  amount of
control over the conduct of our business. Conflicts between us may arise, and as
Sprint PCS 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 PCS could price its national  plans based on its own objectives
          and could set price levels that may not be economically sufficient for
          our business;



                                       23
<PAGE>

     o    Sprint PCS could decide not to renew the Sprint PCS  agreements on the
          following  renewal  dates,  which would not be in our best interest or
          that of our stockholders:
          o    The Sprint PCS  agreements  for Horizon  Personal  Communications
               will come up for renewal on June 8, 2018;
          o    The Sprint PCS agreements for Bright PCS will come up for renewal
               on October 13, 2019;
     o    Sprint  PCS  could  increase  the  prices  we pay for our back  office
          services;
     o    Subject to limitations under the Sprint PCS agreements, Sprint PCS may
          alter its  network  and  technical  requirements  or  request  that we
          build-out  additional areas within our markets,  which could result in
          increased  equipment and build-out costs or in Sprint PCS building out
          that area itself or assigning it to another affiliate; and
     o    Sprint or Sprint PCS could make decisions which could adversely affect
          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  two  cellular
providers which have had their infrastructure in place and have been operational
for a number of years. They have  significantly  greater financial and technical
resources  than we do,  could offer  attractive  pricing  options and may have a
wider variety of handset  options.  We expect that existing  cellular  providers
will continue to upgrade their systems and provide expanded, digital services to
compete with the Sprint PCS products and services  that 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.  Sprint PCS  generally  does not require its  customers to enter into
long-term  contracts,  which may make it easier for other wireless  providers to
attract  Sprint PCS  customers  away from Sprint PCS. 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 PCS 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 PCS may experience could also harm our competitive position and success.

     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,  known  as CDMA
technology,  which is the digital wireless communications technology selected by
Sprint PCS for its network.  CDMA is a  relatively  new  technology  and may not
provide  the  advantages  expected by us and by Sprint PCS. 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 PCS 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  PCS or a Sprint  PCS  affiliate  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 Sprint PCS  affiliate  for
every  minute  that  our  customers  use the  Sprint  PCS  network  outside  our


                                       24
<PAGE>

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.  The current
fee for each Sprint PCS roaming  minute used is now  expected to be changed from
$0.20 per  minute  to $0.15 per  minute  on June 1,  2001,  $0.12 per  minute on
October  1,  2001,  and  to "a  fair  and  reasonable  return,"  expected  to be
approximately  $0.10 per minute,  in 2002,  and for the remainder of the term of
the  PCS  agreements.  This  change  has not yet  been  documented,  and may not
represent the final  arrangements.  As a result, we will receive less Sprint PCS
roaming per  minute,  and 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.  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
PCS.  The price of a roaming  call may not be  competitive  with prices of other
wireless  companies for roaming calls,  and Sprint PCS customers may not be able
to use Sprint PCS  advanced  features,  such as  voicemail  notification,  while
roaming.

     Parts Of Our  Territories  Have  Limited  Licensed  Spectrum,  And This May
Affect The Quality Of Our Service,  Which Could Impair Our Ability To Attract Or
Retain Customers.

     In the majority of our markets,  Sprint PCS has licenses  covering 20 or 30
MHz of spectrum.  However, Sprint PCS 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,  including our Fort Wayne and South
Bend, Indiana,  markets. 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 PCS' licenses,  which are subject to renewal and
revocation  by the FCC.  Sprint 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 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 PCS does not
demonstrate  to the FCC  that  Sprint  PCS 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  revocation  or
forfeiture  of the Sprint PCS licenses for our  territory or the  imposition  of
fines on Sprint PCS by the FCC.

     The Loss Of The  Officers  And  Skilled  Employees  That We Depend  Upon To
Operate Our  Business  Could Reduce Our Ability To Offer Sprint PCS Products And
Services.

     The loss of one or more key  officers  could  impair  our  ability to offer
Sprint PCS products and  services.  Our business is managed by a small number of
executive officers. We believe that our future success will also depend in large
part on our  ability  to attract  and  retain  highly  qualified  technical  and
management  personnel.  We believe that there is and will continue to be intense
competition for qualified  personnel in the PCS equipment and services  industry
as the PCS market  continues to develop.  We may not be  successful in retaining
our  key  personnel  or in  attracting  and  retaining  other  highly  qualified
technical and management personnel. We have not obtained life insurance covering
any of our officers.

                                       25
<PAGE>

     We May  Need  More  Capital  Than We  Currently  Project  To  Complete  The
Build-Out  Of Our  Network And A Delay Or Failure To Obtain  Additional  Capital
Could Adversely Affect 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.

     Due to our highly leveraged capital structure, additional financing may not
be  available  or, if  available,  may not be obtained on a timely  basis and 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.

     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 we
have a plan in place to implement appropriate controls to minimize the effect to
us of fraudulent usage, we cannot assure you that we will be successful.

     Expanding Our Territory May Have A Material  Adverse Effect On Our Business
And Reduce The Market Value Of Our Common Stock.

     As part of our business  strategy,  we may expand our territory through the
grant of  additional  markets from Sprint PCS 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 PCS 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,  incur
additional debt or incur significant  amortization  expenses related to goodwill
and other intangible assets.

     If The Sprint PCS  Agreements Do Not Comply With FCC  Requirements,  Sprint
PCS May Terminate The Sprint PCS Agreements, Which Could Result In Our Inability
To Provide Service.

     The FCC requires that licensees  like Sprint PCS 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 assure you that the FCC will agree with us. If the FCC were
to determine that the Sprint PCS agreements  need to be modified to increase the
level of  licensee  control,  we have  agreed  with  Sprint  PCS to use our best
efforts to modify the Sprint PCS agreements to comply with applicable law. If we
cannot  agree with Sprint PCS 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.


                                       26
<PAGE>

     The Sprint PCS Agreements  And Our  Certificate  Of  Incorporation  Include
Provisions  That May  Discourage,  Delay And Restrict Any Sale Of Our  Operating
Assets Or Common Stock To The Possible Detriment Of Our Stockholders.

     The Sprint PCS agreements restrict our ability to sell our operating assets
and common stock. Generally,  Sprint PCS 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 PCS 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 certificate of incorporation  could also operate to
discourage, delay or make more difficult a change in control of our company. For
example, our HPCS 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
certificate of  incorporation  could discourage any sale of our operating assets
or common stock.  This could have a material  adverse effect on the value of our
stock and could reduce the price of the company in the event of a sale.

     We will Not Be Able To Receive  The Tax Benefit Of Future  Losses  Until We
Begin To Generate Taxable Income.

     From  our  inception   until  September  2000,  we  were  included  in  the
consolidated  federal  income tax return of Horizon  Telcom,  Inc.  which owns a
majority of our outstanding common stock.  Under the tax-sharing  agreement with
Horizon  Telcom,  Horizon Telcom filed a consolidated  tax return and paid us an
amount  equal to the tax savings  realized by Horizon  Telcom as a result of our
taxable operating losses being used to offset consolidated  taxable income. As a
result of the sale of convertible  preferred  stock in September 2000, we are no
longer included in Horizon  Telcom's  consolidated  tax return and, as a result,
will no longer be able to recognize any tax benefits  from our operating  losses
until we start to generate taxable income.

     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  56.6% of our outstanding
common stock on fully  diluted  basis.  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
81.5% of the voting power,  on a fully diluted  basis.  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 senior  discount  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  60.6% of the
economic and 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  Potential  Conflicts Of Interest With Horizon Telcom Which May Harm
Our Business.

     Conflicts of interest may arise between us and Horizon Telcom, 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.

                                       27
<PAGE>

     Horizon  Telcom  controls  approximately  81.5% 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 a 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.

     Transactions With Horizon Telcom May Be On Terms Which 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,  under  our tax  sharing
agreement with Horizon Telcom,  Horizon Telcom used our net operating  losses to
offset its taxes. Under that agreement, Horizon Telcom paid us the amount of its
tax savings from our net operating  losses used for this  purpose.  In addition,
Horizon  Services,  a  subsidiary  of  Horizon  Telcom  provides  administrative
services to us including finance functions, billing and collections,  accounting
services,  computer access,  customer  relations and human  resources.  Although
these  transactions  were on terms that we  believe  are fair,  because  Horizon
Telcom  currently owns 56.5% of our outstanding  common stock on a fully diluted
basis,  third-parties  with which we wish to enter into agreements or the market
place may not perceive them 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.  The  diagram  below  illustrates  our
relationship  with  the  affiliates  described  in  this  paragraph  and the two
preceding risk factors.


                                       28
<PAGE>

                                   [GRAPHIC OMITTED]

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

(1)  The shareholders of Horizon Telcom include the members of the McKell family
     (60.6%),  the former owners of Bright PCS (8.6%), and other individuals and
     trusts.

(2)  The ownership percentages for Horizon PCS exclude options granted under our
     2000 Stock Option Plan,  the warrants  issued to the initial  purchasers of
     the senior discount notes and shares subject to the Sprint PCS warrants.

(3)  This  percentage  includes  the 48% of Bright  PCS which we own  indirectly
     through Horizon Personal Communications.

     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.  Our average monthly churn, excluding 30 day returns, for the
first quarter of 2001 was approximately  2.3%. 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.  The
rate of customer turnover is affected by the following factors, several of which
are not within our ability to address:

     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    the decision not to require our  customers to sign  contracts,  unlike
          most cellular providers that do require contracts;
     o    a lack of affordability;
     o    price competition;
     o    customer care concerns; and
     o    other competitive factors.

                                       29
<PAGE>

     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
initial purchases of handsets by our customers.

     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
This 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 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 poor holiday shopping season.

     Wireless  Providers  Offering  Services  Based On Lower Cost  Structures Or
Alternative  Technologies  And Current  Uncertainties In The Wireless Market May
Reduce Demand For PCS.

     Other  wireless  providers  enjoy  economies  of scale that can result in a
lower cost  structure  for  providing  wireless  services.  Rapid  technological
changes and  improvements  in the  telecommunications  market  could lower other
wireless  providers' cost  structures in the future.  These factors could reduce
demand for PCS because of competitors' ability to provide wireless services at a
lower price.  There is also  uncertainty as to the extent of customer  demand as
well as the extent to which airtime and monthly  recurring  charges may continue
to decline.  As a result, our future prospects,  those of our industry,  and the
success of PCS and other competitive services, remain uncertain.

     Technological advances and industry changes could cause the technology used
on our  network  to  become  obsolete.  We may not be able to  respond  to these
changes and  implement new  technology  on a timely  basis,  or at an acceptable
cost.

     The  wireless   telecommunications  industry  is  experiencing  significant
technological change, as evidenced by the increasing pace of digital upgrades in
existing  analog  wireless  systems,   evolving  industry   standards,   ongoing
improvements  in  the  capacity  and  quality  of  digital  technology,  shorter
development  cycles for new  products and  enhancements  and changes in end-user
requirements and preferences.

     If we are unable to keep pace with these  technological  changes or changes
in the telecommunications  market based on the effects of consolidation from the
Federal  Telecommunications  Act of 1996  or  from  the  uncertainty  of  future
government  regulation,  the  technology  used  on our  network  or our  current
business  strategy  may become  obsolete.  In  addition,  wireless  carriers are
seeking to implement a new "third  generation," or "3G,"  technology  throughout
the industry.  To date,  this  technology  has not been deployed on a commercial
basis.  If  wireless  carriers  adopt the 3G  technology,  we could  come  under
competitive  pressure to convert our network. In addition,  if Sprint adopts the
3G  technology,  it could  require us to convert our  network  after a specified
phase-in period.  The  implementation of the 3G technology for our network could
create  significant  costs.  There can be no assurance that we can implement the
new 3G technology successfully on a cost-effective basis.

     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 FAA, 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.

                                       30
<PAGE>

     Use Of Hand-Held  Phones May Pose Health  Risks,  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.

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.

4.1*          Specimen Common Stock Certificate.

10.34*        Form of Indemnification Agreement.

              Executed by Horizon PCS and:  William A. McKell
                                            Peter M. Holland
                                            Joseph J. Watson
                                            Monesa S. Skocik
                                            Thomas McKell
                                            Phoebe H. McKell
                                            Marc J. Rowan

*    Incorporated  by reference  to the exhibit with the same number  previously
     filed by the Registrant on Form S-1 (Reg. No. 333-51240).

(b)  Reports on Form 8-K

     1. On March 29, 2001,  the Company filed a Current  Report on Form 8-K with
the Securities and Exchange  Commission  that set forth the  registrant's  press
releases  regarding  the  effectiveness  of Form S-1 and  Form S-4  registration
statements under Item 5 - Other Events.

     2. On March 29, 2001,  the Company filed a Current  Report on Form 8-K with
the Securities and Exchange  Commission which set forth the  registrant's  press
release on its  financial  results for the year ended  December 31, 2000,  under
Item 5 - Other Events.



                                       31
<PAGE>


     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
undersigned officer thereunto duly authorized.

                              HORIZON PCS, INC.


                              By:  /s/ William A. McKell
                                   ---------------------------------------
                                       William A. McKell
                                       Chief Executive Officer


Date:  May 14, 2001           By:  /s/ Peter M. Holland
                                   ---------------------------------------
                                       Peter M. Holland
                                       Chief Financial Officer
                                       (Principal Financial and Chief Accounting
                                       Officer)





                                       32
<PAGE>

                                INDEX TO EXHIBITS



Exhibit No.   Description
-----------   -----------

3.1*          Amended and Restated Certificate of Incorporation of Horizon PCS.

3.2*          Bylaws of Horizon PCS.

4.1*          Specimen Common Stock Certificate.

10.34*        Form of Indemnification Agreement.

              Executed by Horizon PCS and:  William A. McKell

                                            Peter M. Holland

                                            Joseph J. Watson

                                            Monesa S. Skocik

                                            Thomas McKell

                                            Phoebe H. McKell

                                            Marc J. Rowan



*    Incorporated  by reference  to the exhibit with the same number  previously
     filed by the Registrant on Form S-1 (Reg. No. 333-51240).



                                       33
1355848v4