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 quarterly period ended June 30, 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             (I.R.S. Employer Identification No.)
   incorporation 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
                                August 10, 2001:
                        No shares of class A common stock
                    58,471,934 shares of class B common stock


<PAGE>

                              SECOND QUARTER REPORT

                                TABLE OF CONTENTS



PART I FINANCIAL INFORMATION...................................................1

Item 1.    Financial Statements
           Condensed Consolidated Balance Sheets  at  June 30, 2001  (unaudited)
           and December 31, 2000...............................................1

           Condensed Consolidated Statements of Operations for the three
           and six months ended June 30, 2001 and June 30, 2000 (unaudited)....3

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

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

           Notes to the 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.........20


PART II    OTHER INFORMATION..................................................22

Item 2.    Changes in Securities and Use of Proceeds..........................22

Item 5.    Other Information..................................................22

Item 6.    Exhibits and Reports on Form 8-K...................................34


Note:
----

The Consolidated  Financial Statements included herein are those of Horizon PCS,
Inc. ("Horizon PCS"). Horizon PCS is the issuer of 14% Senior Discount Notes due
2010 (the  "Notes").  In March  2001,  the Notes were the subject of an exchange
offer which was registered with the SEC (file No. 333-51238). The Co-Registrants
are Horizon  Personal  Communications,  Inc. and Bright Personal  Communications
Services, LLC (the "Operating Companies"),  which are wholly-owned  subsidiaries
of  Horizon  PCS.  Each  of  the  Operating   Companies  has  provided  a  full,
unconditional,  joint and several guaranty of Horizon PCS' obligations under the
Notes.  Horizon PCS has no operations  separate from its investment in Operating
Companies and its other  subsidiaries.  Pursuant to Rule 12h-5 of the Securities
Exchange Act, no separate financial statements and other disclosures  concerning
Operating Companies other than narrative  disclosures set forth in Note 9 to the
consolidated Financial Statements have been presented herein. As used herein and
except as the context otherwise may require, the "Company," "we," "us," "our" or
"Horizon PCS" means,  collectively  Horizon PCS, the Operating Companies and all
of their consolidated subsidiaries.



                                      -i-
<PAGE>


                         PART I - FINANCIAL INFORMATION
                         ITEM 1. - FINANCIAL STATEMENTS

HORIZON PCS, INC.

Condensed Consolidated Balance Sheets
As Of June 30, 2001 (unaudited) and December 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                         <C>                    <C>

                                                                                 June 30,            December 31,
                                                                                   2001                  2000
                                                                              ---------------       ---------------
                                                                               (unaudited)
ASSETS
------
CURRENT ASSETS:
   Cash and cash equivalents                                                  $   57,983,857        $  191,417,394

   Accounts receivable - subscriber, less allowance for doubtful accounts of
     $1,518,000 and $901,000 at June 30, 2001 and
     December 31, 2000, respectively                                               8,362,080             3,259,634
   Interest receivable, prepayments and other                                      1,720,069             4,338,578
   Receivable from affiliate                                                               -               741,453
   Equipment inventory                                                             2,277,848             3,850,335
   Short-term investments                                                         24,880,965             2,895,646
                                                                               ---------------       --------------
              Total current assets                                                95,224,819           206,503,040
                                                                               ---------------       --------------

INVESTMENTS AND OTHER ASSETS:
   Investment in Parent                                                                    -             1,120,262
   Intangible assets                                                              51,455,824            52,879,934
   Unamortized debt expense and other                                             16,644,410            14,855,469
                                                                              ---------------       ---------------
              Total investments and other assets                                  68,100,234            68,855,665
                                                                              ---------------       ---------------

PROPERTY AND EQUIPMENT:
   In service                                                                    121,453,060            72,017,575
   Less - Accumulated depreciation                                               (15,651,561)           (9,259,862)
                                                                              ---------------       ---------------

              Property and equipment in service, net                             105,801,499            62,757,713

   Construction work in progress                                                  66,077,156            46,944,132
                                                                              ---------------       ---------------

              Total property and equipment                                       171,878,655           109,701,845
                                                                              ---------------       ---------------

              Total assets                                                     $ 335,203,708         $ 385,060,550
                                                                              ===============       ===============

</TABLE>

(Continued on next page)




                                       1
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                          <C>                    <C>
                                                                                 June 30,            December 31,
                                                                                   2001                  2000
                                                                              ---------------       ---------------
                                                                               (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES:
   Accounts payable and accrued liabilities                                    $  27,303,370         $  42,762,050
    Payable to Parent                                                                337,865               427,747
    Payable to affiliates                                                            202,234             1,114,727
                                                                              ---------------       ---------------

              Total current liabilities                                           27,843,469            44,304,524
                                                                              ---------------       ---------------

DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
    Long-term debt                                                               196,762,217           185,283,104
    Deferred income and other liabilities                                         10,348,776             8,712,404
                                                                              ---------------       ---------------

              Total deferred credits and other long-term liabilities             207,110,993           193,995,508
                                                                              ---------------       ---------------

              Total liabilities                                                  234,954,462           238,300,032
                                                                              ---------------       ---------------

COMMITMENTS AND CONTINGENCIES

CONVERTIBLE PREFERRED STOCK                                                      139,772,790           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 June 30, 2001 and December 31,
     2000, 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 (loss)                                    (353,073)                    -
   Additional paid-in capital                                                     91,852,117            91,617,653
   Deferred stock compensation                                                    (1,920,970)           (2,275,444)
   Retained deficit                                                             (128,996,406)          (76,898,360)
                                                                              ---------------       ---------------
              Total stockholders' equity (deficit)                               (39,523,544)           12,338,637
                                                                              ---------------       ---------------
              Total liabilities and stockholders' equity (deficit)            $  335,203,708        $  385,060,550
                                                                              ===============       ===============


The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>



                                       2
<PAGE>

HORIZON PCS, INC.

Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2001 and June 30, 2000
-------------------------------------------------------------------------------
(Unaudited)

<TABLE>
<CAPTION>
<S>                                                <C>                 <C>              <C>                <C>
                                                       For the Three Months Ended         For the Six Months Ended
                                                                June 30,                        June 30,
                                                    ---------------------------------    -------------------------------
                                                         2001             2000                2001            2000
                                                    ---------------  ----------------    --------------- ---------------
OPERATING REVENUES:
   Subscriber revenues                              $  15,534,748       3,475,205          27,597,981        5,910,283
   Roaming revenue                                      7,737,890       1,374,784          13,852,349        1,936,212
   Equipment revenues                                   1,498,774         476,617           2,574,737        1,095,245
                                                    ---------------  ----------------    --------------- ---------------
              Total operating revenues                 24,771,412       5,326,606          44,025,067        8,941,740
                                                    ---------------  ----------------    --------------- ---------------

OPERATING EXPENSES:
   Cost of services (exclusive of items shown
     separately below)                                 18,313,668       4,442,400          34,134,532        7,387,762
   Cost of equipment                                    2,312,499       1,372,004           4,502,409        3,019,901
   Selling, general and administrative expenses
     (exclusive of items shown separately below)       20,574,427       6,033,540          34,419,956        9,877,411
   Non-cash compensation expense                          902,137          86,120           1,079,374          172,239
   Depreciation and amortization                        4,407,543         900,373           7,821,586        1,779,343
                                                    ---------------  ---------------     --------------- ---------------
              Total operating expenses                 46,510,274      12,834,437          81,957,857       22,236,656
                                                    ---------------  ----------------    --------------- ---------------

OPERATING LOSS                                        (21,738,862)     (7,507,831)        (37,932,790)     (13,294,916)

   Gain (Loss) on exchange of stock                      (399,673)     10,513,200            (399,673)      10,513,200

   Interest income and other, net                        1,379,211        250,794           4,265,431          530,517

   Interest expense, net                               (6,526,488)     (1,022,697)        (12,677,436)      (1,738,119)
                                                    ---------------  ----------------    --------------- ---------------
INCOME (LOSS) ON CONTINUING OPERATIONS BEFORE
   INCOME TAX EXPENSE (BENEFIT)                       (27,285,812)      2,233,466         (46,744,468)      (3,989,318)
                                                    ---------------  ----------------    --------------- ---------------

Income tax EXPENSE (benefit)                                     -     (1,314,011)                  -       (2,030,635)
                                                    ---------------  ----------------    --------------- ---------------

INCOME (LOSS) ON CONTINUING OPERATIONS                (27,285,812)      3,547,477         (46,744,468)      (1,958,683)

DISCONTINUED OPERATIONS
     Income from discontinued operations, net of
     tax expense of $72,763 for the six months
     ended June 30, 2000                                         -              -                  -           141,245
                                                    ---------------  ----------------    --------------- --------------
NET INCOME (LOSS)                                     (27,285,812)      3,547,477         (46,744,468)      (1,817,438)
                                                    ---------------  ----------------    --------------- --------------
PREFERRED STOCK DIVIDEND                               (2,717,954)              -          (5,353,577)               -
                                                    ---------------  ----------------    --------------- --------------
NET INCOME (LOSS) AVAILABLE TO COMMON
STOCKHOLDERS                                        $ (30,033,766    $  3,547,477        $(52,098,045)   $  (1,817,438)
                                                    ===============  ================    =============== ==============

Basic earnings (loss) per share:
    Income (loss) from continuing operations        $       (0.51)   $       0.07        $      (0.89)  $        (0.04)
    Income (loss) from discontinued operations                   -              -                   -             0.01
                                                     --------------  ---------------     ------------   --------------
    Net Income (loss)                               $       (0.51)   $       0.07        $      (0.89)  $       (0.03)
                                                     ==============  ===============     ============   ==============
    Weighted average shares outstanding             $  58,471,934    $ 53,962,160        $ 58,471,934   $   53,884,180
                                                     ==============  ===============     ============   ==============

Diluted earnings (loss) per share:
    Income (loss) from continuing operations        $       (0.51)   $       0.06        $      (0.89)   $      (0.04)
    Income (loss) from discontinued operations                   -              -                   -
                                                                                                                 0.01
                                                     --------------  ---------------     -------------   -------------
    Net Income (loss)                               $       (0.51)   $       0.06        $      (0.89)   $      (0.03)
                                                     ==============  ===============     =============   =============
    Weighted average shares outstanding                 58,471,934     59,235,230          58,471,934      53,884,180
                                                     ==============  ===============     =============   =============

</TABLE>

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


                                       3
<PAGE>




HORIZON PCS, INC.

Condensed Consolidated Statement of Comprehensive Income (Loss)
For the Three and Six Months Ended June 30, 2001 and June 30, 2000
-------------------------------------------------------------------------------
(Unaudited)

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

                                             Three Months Ended June 30,           Six Months Ended June 30,
                                            --------------------------------    ----------------------------------
                                                 2001              2000              2001               2000
                                            ---------------    -------------    ---------------    ---------------

Net loss available to common stockholders   $(30,003,766)      $  3,547,477     $ (52,098,045)     $   (1,817,438)

Other Comprehensive Loss
   Net unrealized loss on derivative
   instruments                                   (54,168)                 -          (353,073)                   -
                                            ---------------    -------------    ---------------    ---------------
Total Comprehensive Income (Loss)           $(30,057,934)         3,547,477       (52,451,118)         (1,817,438)
                                            ===============    =============    ===============    ===============
</TABLE>



                                       4
<PAGE>




HORIZON PCS, INC.

Condensed Consolidated Statement of Cash Flows
for the Six Months Ended June 30, 2001 and June 30, 2000
--------------------------------------------------------------------------------
(Unaudited)

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

                                                                       Six Months Ended June 30,
                                                                ----------------------------------------
                                                                       2001                 2000
                                                                -------------------  -------------------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                     $  (44,157,098)           (3,490,166)
                                                                -------------------  -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures, net                                       (66,019,254)           (9,808,084)
   Investment in Parent                                                      -           (11,835,000)
   Dividend received                                                    (4,311)                    -
   Cash investments                                                (24,880,965)                    -
   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                    -
  Cash acquired in acquisition of BPCS                                       -             4,926,803
   Equity in investments, net                                                -                39,097
                                                                -------------------  -------------------
              Net cash used in investing activities                (88,008,884)          (17,009,184)
                                                                -------------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Capital contributions                                                     -             1,060,462
   Repurchase of class B common stock                                        -              (111,061)
   Intercompany advances                                                (89,882)           4,117,954
   Stock issuance costs                                                      -              (474,523)
   Deferred financing fees and other                                  (1,177,673)           (865,912)
   Notes payable - borrowings                                                -            21,938,877
                                                                -------------------  -------------------
              Net cash provided by (used in) financing
                activities                                            (1,267,555)         25,665,797
                                                                -------------------  -------------------

NET INCREASE / (DECREASE)  IN CASH AND CASH EQUIVALENTS             (133,433,537)          5,166,447

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       191,417,394             146,806
                                                                -------------------  -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                        $     57,983,857           5,313,253
                                                                ===================  ===================
</TABLE>

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





                                       5
<PAGE>



HORIZON PCS, INC.

Notes to Interim Condensed Consolidated Financial Statements
June 30, 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
     and six months ended June 30, 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  include  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  grants the  Company 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 under the Sprint PCS brand.

     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.

     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


                                       6
<PAGE>

Notes to Interim Condensed Consolidated Financial Statements
June 30, 2001
------------------------------------------------------------------------------
(Unaudited)



     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 and six months
     ended, June 30, 2001, the Company has recognized approximately $109,000 and
     $165,000 of activation fee revenue,  respectively. The Company has deferred
     approximately  $791,000 and $1,200,000 of activation fee revenue and direct
     customer  activation  expense  for the three and six months  ended June 30,
     2001,  respectively.  The  total  amount  deferred  at  June  30,  2001  is
     approximately $1,400,000.

     Net Income (Loss) per Share

     The Company  computes net income (loss) per common share in accordance with
     SFAS No. 128, Earnings per Share and SEC Staff Accounting  Bulletin No. 98.
     Basic earnings (loss) per share from  continuing  operations is computed by
     dividing  income  (loss) on continuing  operations,  less  preferred  stock
     dividends  (the  numerator),  for  each  period,  by  the  weighted-average
     outstanding  common  shares  (the  denominator).  Basic net  income  (loss)
     available to common  stockholders  per share of common stock is computed by
     dividing net income (loss) available to common stockholders for each period
     by the weighted-average outstanding common shares.

     Diluted  earnings (loss) per share from  continuing  operations and diluted
     net income  (loss)  available  to common  stockholders  are  similar to the
     computations  for basic,  except that (1) the denominators are increased by
     the dilutive  effect of stock  options and  convertible  debt  outstanding,
     computed  using the treasury stock method and (2) the numerator is adjusted
     to add back convertible  preferred stock dividends and the after-tax amount
     of interest on convertible debt. Because the Company had net losses for the
     three months ended June 30, 2001 and the six months ended June 30,  2001and
     2000,  the  effect  on loss per  share of all  options,  convertible  debt,
     warrants   and   convertible   preferred   stock  for  those   periods  was
     anti-dilutive.

     Diluted  earnings  per share for the three  months  ended June 30,  2000 is
     computed as follows:

       Net Income                                             $     3,547,477
       Adjustment for effect of assumed conversion:
                Interest on convertible debt, net of tax              271,974
                                                              -----------------
       Diluted net income                                     $     3,819,451
                                                              =================

       Weighted average common shares outstanding 53,962,160 Incremental
       shares from assumed conversions of:
                Stock options                                       4,154,915
                Convertible debt                                    1,118,155
                                                              -----------------
       Diluted weighted average common shares outstanding          59,235,230
                                                              =================


     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 Certain Hedging Activities.
     The statement 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


                                       7
<PAGE>


Notes to Interim Condensed Consolidated Financial Statements
June 30, 2001
------------------------------------------------------------------------------
(Unaudited)


     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, an item 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 swap
     has been designated as a hedge of a portion of the future variable interest
     cash flows expected to be paid under these facilities. The Company recorded
     an  unrealized  loss  of  approximately  $54,000  and  $353,000,  in  other
     comprehensive  loss,  for  the  three and six months  ended June 30,  2001,
     respectively.  The Company also recognized  other expense of  approximately
     $77,000 for the three and six months  ended June 30,  2001,  related to the
     decline in effectiveness of the hedge.

     Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
     Business  Combinations  and SFAS No.  142,  Goodwill  and Other  Intangible
     Assets. SFAS No. 141 addresses  financial  accounting and reporting for all
     business  combinations and requires that all business  combinations entered
     into  subsequent to June 2000 be recorded under the purchase  method.  This
     statement  also addresses  financial  accounting and reporting for goodwill
     and  other  intangible  assets  acquired  in  a  business   combination  at
     acquisition.  SFAS No. 142 addresses financial accounting and reporting for
     intangible assets acquired  individually or with a group of other assets at
     acquisition.   This  statement  also  addresses  financial  accounting  and
     reporting  for goodwill and other  intangible  assets  subsequent  to their
     acquisition.

     These  statements  will be  adopted  by the  Company  on  January  1, 2002.
     Goodwill  amortization  will cease as of December  31, 2001 and the Company
     will be required to complete an impairment  test of the remaining  goodwill
     balance  annually (more  frequently if impairment  indicators  arise).  The
     Company has not yet determined  the financial  impact the adoption of these
     pronouncements   will  have  on  its  financial   position  or  results  of
     operations.  As of June 30, 2001, Horizon PCS has goodwill of approximately
     $7,386,000  related to the  acquisition  of Bright  PCS in June  2000.  The
     valuation of this goodwill  would be subject to an  impairment  test at the
     date of adoption.

     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 and six months  ended June 30, 2001 is  approximately
     $427,000 and  $854,000;  amortization  expense for the three and six months
     ended June 30, 2000 is $14,000.



                                       8
<PAGE>


Notes to Interim Condensed Consolidated Financial Statements
June 30, 2001
------------------------------------------------------------------------------
(Unaudited)


     The purchase price 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 and six months  ended June 30, 2001 was
     approximately $97,000 and $194,000;  amortization expense for the three and
     six months ended June 30, 2000 is $2,000 (see Note 3).

     The  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  Six Months Ended
                                             June 30, 2000       June 30, 2000
                                             -------------     -------------
              Net revenue. . . . . . . . . .    $  5,073,047      $   8,434,623
              Net income (loss) . . . . . . .      2,984,403         (2,903,010)
              Basic earnings (loss) per share .         0.06              (0.05)
              Diluted earnings (loss) per share . .     0.05              (0.05)

     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  accompanying  statement  of  operations.  In the pro
     forma disclosure above, this management fee revenue is fully eliminated.

(5)  Investments

     At June 30, 2001, the Company held $24,880,965 of short-term investments in
     marketable  securities with  maturities  greater than three months but less
     than twelve months.

(6)  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 six  months  ended  June  30,  2000  for  these
     businesses are as follows:

                                                                Six Months
                                                                  Ended
                                                              June 30, 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>


Notes to Interim Condensed Consolidated Financial Statements
June 30, 2001
------------------------------------------------------------------------------
(Unaudited)


(7)  Long-term Debt

     On June 29, 2001, the Company  amended its senior secured credit  agreement
     with the  bank  group.  This  modification  amended  and  restated  certain
     covenants,  including  EBITDA and revenue  thresholds.  The amendment  also
     increased  the base  interest rate by 25 basis points to LIBOR plus 3.75% -
     4.25%.  The Company paid an amendment  fee of $875,000 to the bank group in
     June,  2001, which is being amortized over the remaining life of the senior
     secured credit agreement.

(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  $130,000,000.  The
     majority of the  estimated  expenditures  are for the  build-out of the PCS
     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 the  Company's
     future  domestic  restricted  subsidiaries.  The Company has no independent
     assets or  operations  apart from its  subsidiaries.  The  Company's  other
     subsidiaries are minor. The guarantees are general  unsecured  obligations.
     Each guarantor  unconditionally  guarantees,  jointly and  severally,  on a
     senior  subordinated  basis,  the full and  punctual  payment of  principal
     premium and liquidated damages, if any, and interest on the 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



                                       10
<PAGE>


Notes to Interim Condensed Consolidated Financial Statements
June 30, 2001
------------------------------------------------------------------------------
(Unaudited)


     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 June 30,  2001 and  December  31,  2000,  the  Company has a
     payable to the Parent for Federal  income  taxes.  The balances due to/from
     related parties as of June 30, 2001 and December 31, 2000 are as follows:

                                                 June 30,         December 31,
                                                   2001               2000
                                             ---------------    ---------------
           Receivable from affiliate  . . .  $            -     $      741,453
           Payable to Parent  . . . . . . .         337,865            427,747
           Payable to affiliates  . . . . .         202,234          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 was approximately
     as follows:


                                                     2001              2000
                                                ---------------   --------------

           Three months ended June 30 . . .    $  1,630,000      $  1,053,000
           Six months ended June 30 . . . .       3,242,000         1,792,000








                                       11
<PAGE>






ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIALCONDITION  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 June  30,  2001,  we had  launched  service  in 43  markets  covering
approximately  5.7  million  residents,   or  approximately  56%  of  the  total
population  in our  territory,  and had 106,268  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 its 92% common stock ownership of 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:

     -    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.

     -    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.

     -    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 NTELOS 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>

     -    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.

     -    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.

     -    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.

     -    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.

     -    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 the  acquisition,  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.

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


                                       13
<PAGE>

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

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


                             THREE MONTHS ENDED JUNE 30,            SIX MONTHS ENDED JUNE 30,
                           --------------------------------       ---------------------------------
                              2001             2000                    2001           2000
                           --------------------------------       ---------------------------------

                            AMOUNT    %    AMOUNT      %            AMOUNT      %    AMOUNT     %
                            ------    -    ------      -            ------      -    ------     -

 Subscriber revenues . .  $  15,534   63%  $  3,475    65%          $ 27,598    63%   $ 5,911   66%
 Roaming revenues . . . .     7,738   31%     1,375    26%            13,852    31%     1,936   22%
 Equipment revenues  . .      1,499    6%       477     9%             2,575     6%     1,095   12%
                           ----------       ---------                ---------        ---------
 Total revenues . . . . .  $ 24,771         $ 5,327                 $ 44,025          $ 8,942
                           ==========       =========                =========        =========
 ARPU (including
   roaming (1). . . . . .  $     82         $    70                 $     81          $    66
 ARPU (excluding
   roaming)(1). . . . . .        55              50                       54               49
</TABLE>


(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
subscribers 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 JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000


     SUBSCRIBER  REVENUES.  Subscriber  revenues for the three months ended June
30, 2001 were $15.5 million, compared to $3.5 million for the three months ended
June 30, 2001, an increase of $12.0 million.  The growth in subscriber  revenues
is  primarily  the result of the growth in our  customer  base.  We had  106,268
customers  at June 30, 2001,  compared to 26,980 at June 30, 2000.  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 June 30,
2001  compared to the three months ended June 30, 2000 to $55 from $50 primarily
as a result of the increased  minutes of use by our customers.  As our customers
exceed their allotted plan minutes, they incur additional charges for subsequent
usage.

     ROAMING  REVENUES.  Roaming  revenues  increased  from $1.4 million for the
three months ended June 30, 2000 to $7.7 million for the three months ended June
30, 2001, an increase of $6.3 million. ARPU including roaming increased from $70
for the three  months ended June 30, 2000 to $82 for the three months ended June
30, 2001. This increase  primarily  resulted from the continued build out of our
network,  including  highways  covering  northwest  Ohio,  northern  Indiana and
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 roaming
rate  structure,  decreasing  the per minute  receivable and payable for roaming
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
that this rate reduction will be offset by volume increases resulting in greater
overall roaming revenue and roaming expense in the future.

     EQUIPMENT REVENUES.  Equipment revenues consist of handsets and accessories
sold to customers.  Equipment  revenues for the three months ended June 30, 2001
were $1.5  million,  compared to $500,000  for the three  months  ended June 30,
2000,  an increase of $1.0  million.  The increase in equipment  revenues is the
result of our increase in customers.  We added 21,587 customers during the three
months ended June 30, 2001 compared to 7,142 added during the three months ended
June 30, 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 that network.



                                       14
<PAGE>

     Under  our  build-to-suit  agreement  with SBA,  we  receive  certain  site
development  fees  for  towers  SBA  constructs  and  leases  to us.  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  June 30,  2001 was  $18.3
million,  compared to $4.4 million for the three months ended June 30, 2000,  an
increase of $13.9  million.  This  increase  reflects the increase in Sprint PCS
roaming fees of $4.4 million,  the increase in costs  incurred under our network
services  agreement with the Alliances of $3.3 million,  the increase in network
operations,  including  tower lease expense and circuit costs,  of $2.5 million,
long  distance  toll and roaming  expense  increases  of $1.8  million,  network
payroll expense of $1.1 million, and the increase in other variable expenses, of
$800,000.  Horizon PCS is currently  negotiating  an amendment to its  agreement
with the Alliances and a related amendment to its Sprint PCS agreements.  If the
Alliances' amendment is executed,  Horizon PCS will be obligated to begin paying
fixed minimum monthly fees for a stated minimum  period.  Horizon PCS expects to
incur lower overall fees under this new  arrangement  at expected  usage levels.
The  Alliances  will also be obligated to upgrade  their  networks to provide 3G
technology.  In connection with this  amendment,  the Alliances would agree with
Sprint PCS to modify their networks to cause Sprint PCS to be in compliance with
the FCC's  construction  requirements  for PCS  networks.  Horizon  PCS would be
responsible for completion of the network  modification if the Alliances fail to
comply.

     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 June 30, 2001 was $2.3  million,  compared  to $1.4  million for the three
months ended June 30, 2000, an increase of $900,000. 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 21,587 customers in
the second  quarter of 2001 compared to 7,142 in the second 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 and certain back office  services  provided by Sprint.  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.

     Selling,  general and administrative expenses rose to $20.6 million for the
three months  ended June 30, 2001,  compared to $6.0 million for the same period
in 2000,  an increase of $14.6  million.  This  increase  reflects  the costs of
operating 21 retail stores,  including  marketing and related  selling  expenses
(increase of $6.3 million),  increased subsidies paid to third party vendors for
handsets sold (increase of $1.6  million),  the 8% fee paid to Sprint PCS on our
increased  collected  service  revenues  (increase of $1.0  million),  increased
professional services at Horizon Services needed to support our growth (increase
of  $700,000)  and  additional   customer   support   personnel  and  associated
activities,  including  Sprint PCS support  charges  (increase of $1.8 million).
General  and  administrative  expenses  includes a provision  for  uncollectible
accounts   (increase  of  $1.2  million),   professional   services,   including
non-recurring   costs  related  to  pursuing  strategic  business   alternatives
(increase of $1.3 million),  and other general expenses  including  property and
franchise  taxes  (increase  of  $700,000).  We  expect  selling,   general  and
administrative  expenses to increase in the aggregate as we expand our territory
and add customers, but to decrease as a percentage of revenues.

     NON-CASH COMPENSATION EXPENSE. For the three months ended June 30, 2001 and
2000, we recorded non-cash  compensation  expense of approximately  $902,000 and
$86,000 respectively. The $902,000 includes $725,000 related to the distribution
of 7,249 shares of Horizon Telcom stock to employees of Horizon PCS and $177,000
related  to  certain  stock  options  granted  in  November  1999.   Stock-based


                                       15
<PAGE>

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.

     DEPRECIATION  AND  AMORTIZATION  EXPENSE.   Depreciation  and  amortization
expenses  increased  by $3.5  million to a total of $4.4  million  in 2001.  The
increase  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. The intangible asset 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 June 30, 2001 was approximately $188,000.

     GAIN (LOSS) ON EXCHANGE OF STOCK. On April 2, 2001, the Company distributed
7,249 shares of Horizon Telcom stock to employees of Horizon PCS. In conjunction
with  this  transaction,   the  Company   recognized  a  non-operating  loss  of
approximately  $400,000  representing the reduced fair market value of the stock
at the time of the  transaction  compared to the original  holding  value of the
investment.  In 2000,  the  Company  recognized  a gain of  approximately  $10.5
million on Horizon Telcom stock used in the acquisition of Bright PCS.

     INTEREST  INCOME AND OTHER,  NET.  Other  income for the three months ended
June 30,  2001 was $1.4  million and  consisted  primarily  of interest  income.
Interest  income was generated  from the short term  investment of cash proceeds
from our private  equity sales,  senior  discount  notes and drawings  under the
senior secured credit facility,  all completed on September 26, 2000. 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 June 30,
2001 was $6.5  million,  compared  to $1.0  million in 2000,  and  consisted  of
interest on debt.  Interest on our senior  secured  credit  facility  accrues at
LIBOR plus our specified margin (approximately 8.1% at June 30, 2001). We accrue
interest at a rate of 14% per annum on our senior discount notes through October
1, 2005 and will pay interest semi-annually in cash thereafter. Interest expense
also includes the  amortized  amount of deferred  financing  fees related to our
senior secured credit facility,  our senior discount notes, and the amortization
of the related  warrants.  At June 29, 2001, we agreed to several changes in the
senior credit facility,  including a 0.25% increase in the annual interest rate.
We expect our interest  expense to increase in the future as we borrow under our
senior credit facility to fund our network build out and operating losses.

     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 June 30, 2001 because of the  uncertainty
of  generating  future  taxable  income  to be able  to  recognize  current  net
operating losses.

     INCOME  (LOSS)  FROM  CONTINUING  OPERATIONS.   Our  loss  from  continuing
operations  for the three months ended June 30, 2001 was $27.3 million  compared
to income of $3.5 million for the three months ended June 30, 2000.  The current
quarter loss reflects  increased  expenses relative to launching our markets and
building our customer base.

     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, 2001. On May 1, 2001 we issued an additional  1,163,051  shares of preferred
stock in payment of the stock  dividends  through April 30, 2001.  For the three
months ended June 30, 2001, we accrued a stock dividend of $2.7 million.

     OTHER COMPREHENSIVE INCOME (LOSS). 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 approximately  $54,000 and an
other expense of $77,000 were recorded for the three months ended June 30, 2001.



                                       16
<PAGE>

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

     SUBSCRIBER REVENUES.  Subscriber revenues for the six months ended June 30,
2001 were $27.6 million,  compared to $5.9 million for the six months ended June
30, 2000, an increase of $21.7  million.  The growth in  subscriber  revenues is
primarily  the  result  of the  growth  in our  customer  base.  We had  106,268
customers  at June 30, 2001,  compared to 26,980 at June 30, 2000.  Our customer
base has grown  because we have  launched  additional  markets and increased our
sales force.  ARPU without  travel  increased  for the six months ended June 30,
2001 compared to the six months ended June 30, 2000 to $54 from $49 primarily as
a result of increased  minutes of use by our customers.  As our customers exceed
their allotted plan minutes, they incur additional charges for subsequent usage.

     ROAMING REVENUES.  Roaming revenues increased from $1.9 million for the six
months  ended June 30, 2000 to $13.9  million for the six months  ended June 30,
2001, an increase of $12.0 million. ARPU including roaming increased from $66 to
$81 for the six months ended June 30, 2000 to June 30, 2001, respectively.  This
increase  primarily  resulted  from  the  continued  build  out of our  network,
including highways covering  northwest Ohio,  northern Indiana and 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 roaming
rate  structure,  decreasing  the per minute  receivable and payable for roaming
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 roaming revenue and expense in the future.

     EQUIPMENT REVENUES.  Equipment revenues consist of handsets and accessories
sold to  customers.  Equipment  revenues  for the six months ended June 30, 2001
were $2.6  million,  compared to $1.1  million for the six months ended June 30,
2000,  an increase of $1.5  million.  The increase in equipment  revenues is the
result of our increase in customers.

     COST OF  SERVICES.  Cost of services for the six months ended June 30, 2001
was $34.1  million,  compared to $7.4  million for the six months ended June 30,
2000,  an increase of $26.7  million.  This  increase  reflects  the increase in
Sprint PCS roaming fees of $8.6 million,  the increase in costs  incurred  under
our network services agreement with the Alliances of $6.5 million,  the increase
in network operations,  including tower lease expense and circuit costs, of $5.6
million,  long  distance  toll and roaming  expense  increase  of $3.1  million,
network  payroll  expense of $2.1  million,  and the increase in other  variable
expenses,  including  switching  and national  platform  expenses,  of $800,000.
Horizon PCS is currently  negotiating  an amendment  to its  agreement  with the
Alliances  and a  related  amendment  to  its  Sprint  PCS  agreements.  If  the
Alliances' amendment is executed,  Horizon PCS will be obligated to begin paying
fixed minimum monthly fees for a stated minimum  period.  Horizon PCS expects to
incur lower overall fees under this new  arrangement  at expected  usage levels.
The  Alliances  will also be obligated to upgrade  their  networks to provide 3G
technology.  In connection with this  amendment,  the Alliances would agree with
Sprint PCS to modify their networks to cause Sprint PCS to be in compliance with
the FCC's  construction  requirements  for PCS  networks.  Horizon  PCS would be
responsible for completion of the network  modification if the Alliances fail to
comply.

     COST OF  EQUIPMENT.  Cost of  equipment  includes the costs of handsets and
accessories  sold by us to our  customers.  Cost of equipment for the six months
ended June 30,  2001 was $4.5  million,  compared  to $3.0  million  for the six
months ended June 30,  2000,  an increase of $1.5  million.  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.  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 rose to $34.4 million for the six months ended June 30,
2001, compared to $9.9 million for the same period in 2000, an increase of $24.5
million.  This increase  reflects the 8% fee paid to Sprint PCS on our increased
collected service revenues (an increase of $1.9 million), the costs of servicing
an increased  coverage area,  including 21 storefronts at June 30, 2001 compared
to 4 at June 30,  2000  and the  related  marketing  to the  increased  area (an
increase of $9.7 million),  additional customer support personnel and associated
activities,  including Sprint PCS support charges (an increase of $3.2 million),
commissions paid to national third party  distribution  channels (an increase of
$1.1 million), increased subsidies paid to third party vendors for handsets sold
(an increase of $2.8 million),  increased headcount and professional services at
Horizon  Services  needed to support our growth (an  increase of $1.5  million),
increased  professional fees, including  non-recurring costs related to pursuing
strategic  business   alternatives  ($1.3  million),   increased  provision  for
uncollectible  accounts  ($1.8  million) and other  general  expenses  including
property and franchise  taxes (an increase of $1.2 million).  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.



                                       17
<PAGE>

     NON-CASH  COMPENSATION  EXPENSE. For the six months ended June 30, 2001 and
2000, we recorded stock-based compensation expense of approximately $1.1 million
and $172,000  respectively.  The $1.1 million  includes  $725,000 related to the
distribution of 7,249 shares of Horizon Telcom stock to employees of Horizon PCS
and $354,000 for certain stock  options  granted in November  1999.  Stock-based
compensation  expense will continue to be recognized  through the  conclusion of
the vesting period for these options in 2005. The annual  non-cash  compensation
expense  expected  to be  recognized  for these stock  options is  approximately
$709,000 in 2001,  $681,000 in 2002,  $622,000  in 2003,  $193,000 in 2004,  and
$71,000 in 2005.

     DEPRECIATION  AND  AMORTIZATION  EXPENSE.   Depreciation  and  amortization
expenses  increased  by $6.0  million to a total of $7.8  million  in 2001.  The
increase  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. The intangible asset 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 six months ended June 30, 2001 was approximately $376,000.

     GAIN (LOSS) ON EXCHANGE OF STOCK. On April 2, 2001, the Company distributed
7,249 shares of Horizon Telcom stock to employees of Horizon PCS. In conjunction
with  this  transaction,   the  Company   recognized  a  non-operating  loss  of
approximately  $400,000  representing the reduced fair market value of the stock
at the time of the  transaction  compared to the original  holding  value of the
investment.  In 2000,  the  Company  recognized  a gain of  approximately  $10.5
million on Horizon Telcom stock used in the acquisition of Bright PCS.

     INTEREST INCOME AND OTHER,  NET. Other income for the six months ended June
30, 2001 was $4.3 million and consisted  primarily of interest income.  Interest
income  June 30,  2001 was  generated  from the short  term  investment  of cash
proceeds from our private equity sales, senior discount notes and drawings under
the senior  secured  credit  facility,  all  completed on September 26, 2000. 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 six months ended June 30,
2001 was $12.7  million,  compared to $1.7  million in 2000,  and  consisted  of
interest on debt.  Interest on our senior  secured  credit  facility  accrues at
LIBOR plus our specified margin (approximately 8.1% at June 30, 2001). We accrue
interest at a rate of 14% per annum on our senior discount notes through October
1, 2005 and will pay interest semi-annually in cash thereafter. Interest expense
also includes the  amortized  amount of deferred  financing  fees related to our
senior secured credit facility,  our senior discount notes, and the amortization
of the related  warrants.  At June 29, 2001, we agreed to several changes in the
senior credit  facility  including a 0.25% increase in the annual interest rate.
We expect our interest  expense to increase in the future as we borrow under our
senior credit facility to fund our network build out and operating losses.

     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 six months ended June 30, 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 six months  ended June 30, 2001 was $46.7  million  compared to $2.0 million
for the six months  ended June 30, 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, 2001. For the six months ended June 30, 2001, we accrued a stock dividend of
$5.4  million.  On May 1,  2001 we  issued  an  additional  1,163,051  shares of
preferred stock in payment of the stock dividends through April 30, 2001.



                                       18
<PAGE>

     OTHER COMPREHENSIVE INCOME (LOSS). 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 approximately  $353,000 and an
other expense of $77,000 were recorded for the six months ended June 30, 2001.

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 also 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 an  additional  $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 June 30, 2001, we had $200.0
million  available under our senior secured credit  facility.  On June 29, 2001,
the Company  amended its senior  secured  credit  agreement with the bank group.
This modification  amended and restated certain financial  covenants,  including
EBITDA and revenue  thresholds.  The amendment  also increased the base interest
rate by 25 basis points to LIBOR plus 3.75% - 4.25%.

     Net cash used in operating  activities was $44.2 million for the six months
ended June 30, 2001. This reflects the continuing use of cash for our operations
to build our customer base. Increases to depreciation and other non-cash charges
were  offset by an increase in accounts  receivable  and  decreases  in accounts
payable and other accrued liabilities.

     Net cash used in investing  activities was $88.0 million for the six months
ended June 30, 2001.  Our capital  expenditures  were $66.0  million for the six
months ended June 30, 2001,  reflecting the continuing build out of our network.
Net cash used for investing activities also includes $24.9 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 used in  financing  activities  for the six months  ended June 30,
2001 was $1.3 million consisting  primarily of deferred financing fees. With the
amendment to the senior  secured  credit  facility on June 29, 2001, the Company
paid a fee of $875,000.

     We expect that our future funding needs,  including our anticipated funding
needs over the next 12 months, will be satisfied by our existing working capital
and borrowings under our new senior secured credit facility. These 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 $210.0 million, of which approximately $130.0 million will be used
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. For example,
we will need additional funds if we find it necessary to overbuild the territory
currently served through our arrangements  with the Alliances.  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. Also, any delays in our buildout may result in
penalties under our Sprint PCS agreement, as amended.



                                       19
<PAGE>

SEASONALITY

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

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

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

     o    Competitive pricing pressures; and

     o    Aggressive marketing and promotions.

INFLATION

     We believe that inflation has not had, and will not have, a natural adverse
effect on our results of operations.

NEW ACCOUNTING STANDARDS

     In June 1998, the FASB issued Statement of Financial  Accounting  Standards
No.  133  (SFAS  133),   Accounting  for  Derivative   Instruments  and  Hedging
Activities,  as  amended  in June  2000 by  Statement  of  Financial  Accounting
Standards No. 138 (SFAS 138), Accounting for Certain Derivative  Instruments and
Certain  Hedging   Activities,   which  requires   companies  to  recognize  all
derivatives  as either  assets or  liabilities  in the balance sheet and measure
such instruments at fair value. As amended by Statement of Financial  Accounting
Standards No. 137 (SFAS 137), Accounting for Derivative  Instruments and Hedging
Activities  - Deferral of the  Effective  Date of FASB  Statement  No. 133,  the
provisions  of SFAS 133 required  adoption to all fiscal  quarters of all fiscal
years beginning after June 15, 2000. The adoption did not have a material effect
on Horizon PCS's consolidated results of operations, financial position, or cash
flows.

     On December 3, 1999, the SEC issued Staff Accounting  Bulletin No. 101 (SAB
101), Revenue Recognition in Financial Statements which required adoption during
the first quarter of fiscal 2000. The adoption did not have a material effect on
Horizon PCS's consolidated results of operations.

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
Business  Combinations and SFAS No. 142,  Goodwill and Other Intangible  Assets.
SFAS No. 141  addresses  financial  accounting  and  reporting  for all business
combinations and requires that all business combinations entered into subsequent
to June  2000 be  recorded  under  the  purchase  method.  This  statement  also
addresses  financial  accounting and reporting for goodwill and other intangible
assets acquired in a business combination at acquisition. SFAS No. 142 addresses
financial  accounting and reporting for intangible assets acquired  individually
or with a group of other assets at  acquisition.  This  statement also addresses
financial  accounting  and  reporting for goodwill and other  intangible  assets
subsequent to their acquisition.

     These  statements  will be  adopted  by the  Company  on  January  1, 2002.
Goodwill amortization will cease as of December 31, 2001 and the Company will be
required  to complete  an  impairment  test of the  remaining  goodwill  balance
annually (more frequently if impairment  indicators  arise). The Company has not
yet determined the financial  impact the adoption of these  pronouncements  will
have on its financial  position or results of  operations.  As of June 30, 2001,
Horizon PCS has goodwill of approximately  $7,386,000 related to the acquisition
of Bright PCS in June 2000.  The valuation of this goodwill  would be subject to
an impairment test at the date of adoption.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     For the three and six months ended June 30, 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


                                       20
<PAGE>

refinance  our senior  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 June 30, 2001,  an increase of 1% in
the base  lending  rate  would  result  in a  decrease  in  annual  earnings  of
approximately $2.2 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.





                                       21
<PAGE>



PART II--OTHER INFORMATION

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

     On May 1, Horizon PCS issued an  additional  1,163,051  shares of preferred
stock in payment of the stock dividends, the outstanding preferred stock through
April 30. Exemption from the  registration  provisions of the Securities Act for
this  transaction was claimed:  (1) on the basis that such  transactions did not
constitute an "offer,"  "offer to sell," "sale," or "offer to buy" under Section
5 of the  Securities  Act; (2) under Section 4(2) of the  Securities Act and the
rules and regulations promulgated thereunder on the basis that such transactions
did not involve any public  offering,  the purchasers  were  sophisticated  with
access  to the kind of  information  registration  would  provide  and that such
purchasers acquired such securities without a view towards distribution thereof;
and (3) under Rule 144A of the Securities Act.

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  $129.0 million in net losses through June 30, 2001. Our
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.

     As of June 30,  2000,  we had not yet met the  minimum  covered  population
requirements   under  the  Sprint  PCS   agreements   for   Roanoke,   Fairmont,
Martinsville, Lynchburg, Staunton-Waynesboro, and Danville, Virginia. Sprint PCS
has agreed that the  shortfalls  were not material and agreed in writing that if
we met our build-out requirement by December 31, 2000, we would not be in breach
of our  management  agreement.  We extended our  coverage to meet the  build-out
requirements in these markets by December 31, 2000.

     In  addition,  we did not launch all of our Bright PCS  markets by the date
set forth in the Sprint PCS  agreements.  We were unable to obtain the  required
backhaul from local exchange carriers by that date,  despite using  commercially
reasonable efforts.  Sprint PCS agreed in writing that we are in compliance with
the build-out  requirements in these markets. We have subsequently  obtained the
required backhaul services and launched these markets.

     Portions  of  the  Scranton,   Pottsville,   Stroudsburg   and   Allentown,
Pennsylvania  and New York City  area  markets  were  initially  required  to be
completed by December  31, 2000.  As of May,  2001,  these  markets had not been
fully launched by the specified  contract  date. As of June 1, 2001,  Sprint PCS
and Horizon PCS agreed to an amendment to the Horizon PCS management agreements.
This amendment  extended the dates by which Horizon PCS must launch  coverage in
several markets.  The amended Horizon PCS agreement provides for penalties to be
paid to Sprint PCS if coverage is not launched by the specified  contract dates.
The amounts of the penalties  range from $16,500 to as much as $602,000 for each
shortfall  depending  on the market and the length of the delay (up to 180 days)
in launch, and in some cases, whether the shortfall relates to an initial launch
in the market or completion of the remaining  build-out.  The penalties  must be
paid in cash, or if both Horizon PCS and Sprint PCS agree,  in shares of Horizon
PCS capital stock.



                                       22
<PAGE>

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

                                                                Population To Be
        Covered Requirement       Estimated Total Population         Covered
        -------------------       --------------------------         -------
        August 31, 2001                      32,234                  16,971
        September 30, 2001                   64,714                  38,752
        October 31, 2001                  1,244,198                 763,689
        February 28, 2002                   560,000                 147,365

     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 June 30, 2001, our total debt  outstanding was $196.8 million,  $50.0
million of which was due under our senior  secured  credit  facility  and $146.8
million of which was due under our senior discount notes (total debt outstanding
of $216.1 million less a $19.3 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;

     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


                                       23
<PAGE>

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 creating 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.

     We Are  Dependent  Upon Sprint PCS' Back  Office  Services  And Third Party
Vendors' Back Office Systems,  and Problems with the Systems,  or Termination of
this Arrangement, Could Disrupt Our Business and Possibly Increase Our Costs.

     Sprint PCS now provides our back office  systems,  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.



                                       24
<PAGE>

     Our senior secured  credit  facility  provides for aggregate  borrowings of
$250.0  million  of which  $50.0  million  was  borrowed  as of June  30,  2001.
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.

     Material  restrictions  in our Debt  Facilities  May Make it  Difficult  to
Obtain Additional  Financing or Take Other Needed Actions to React to Changes in
Our Business.

     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.



                                       25
<PAGE>

     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.

     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 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.

     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;

     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:



                                       26
<PAGE>

     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.

     We May Not Be Able To Offer  Competitive  Roaming  Capability,  Which Could
Impair Our Ability To Attract And Retain Customers.

     We rely  on  agreements  with  competitors  to  provide  automatic  roaming
capability  to our PCS  customers in many of the areas of the United  States not
covered by the Sprint PCS network,  which primarily serves  metropolitan  areas.
Some competitors may be able to offer coverage in areas not served by the Sprint
PCS  network  or may be able to offer  roaming  rates  that are lower than those
offered  by some of our  competitors  are  seeking  to  reduce  access  to their
networks  through  actions pending with the Federal  Communications  Commission.
Moreover,  the standard for the dominant air interface  upon which PCS customers
roam is currently being considered for elimination by the Federal Communications
Commission as part of a streamlining  proceeding.  If the Federal Communications
Commission  eliminates  this standard,  Sprint PCS customers may have difficulty
roaming in some markets.

     There Is No Uniform Signal Transmission  Technology And If We Decide To Use
Other Technologies In The Future, This Decision Could Substantially Increase Our
Equipment Expenditures To Replace The Technology Used On Our Network.

     The wireless  telecommunications industry is experiencing evolving industry
standards.  We have  employed  code  division  multiple  access,  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.



                                       27
<PAGE>

     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
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 fee for
each Sprint PCS roaming  minute used has been  changed  from $0.20 per minute to
$0.15 per minute as of June 1, 2001,  and will be changed to $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.

     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.



                                       28
<PAGE>

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

     o    significant departures from our current business plan;

     o    unforeseen delays, cost overruns, unanticipated expenses; or

     o    regulatory, engineering design and other technological changes.

     For example,  it is possible that we will need substantial funds if we find
it  necessary  to  overbuild  the  territory   currently   served   through  our
arrangements with the Alliances.  Due to our highly leveraged capital structure,
additional financing may not be available or, if available,  may not be obtained
on a timely basis 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.

     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.



                                       29
<PAGE>

     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.  In  addition,  as a result of this
change in our tax status,  we recognized a tax liability of  approximately  $7.6
million. This liability was paid by Horizon PCS.

     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  55.8% 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
81.3% 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.

     Horizon  Telcom  controls  approximately  81.3% 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



                                       30
<PAGE>

     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.

     Present And Future  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 55.8% 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.


                       [TABLE SHOWING CORPORATE STRUCTURE]





          (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.



                                       31
<PAGE>


          (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 for the six months ended June 30,
2001,  is  approximately  2.2%.  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.

     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.

                                       32
<PAGE>

     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.

     Use Of Hand-Held  Phones May Pose Health Risks,  Real or  Perceived,  Which
Could Result In The Reduced Use Of Our Services Or Liability For Personal Injury
Claims.

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




                                       33
<PAGE>



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.

10.3.1+        Addendum V to Sprint PCS  Management  Agreement with Horizon PCS,
               Inc. as of June 1, 2001, incorporated by reference to the Exhibit
               with the same  number  filed with the Form 10 of Horizon  Telcom,
               Inc. (SEC file No. 1-16427).

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
                                                Lonnie D. Pedersen
                                                Robert A. Katz
                                                Joseph E. Corbin

10.40.2        Second Amendment to Credit  Agreement and Assignment,  dated June
               29, 2001, by and among Horizon Personal Communications,  Inc. and
               Bright Personal  Communications  Services, LLC, Horizon PCS, Inc.
               (The "Parent") and certain  Subsidiaries of the Parent,  Existing
               Lenders,   New   Lenders,   First   Union   National   Bank,   as
               Administrative Agent,  Westdeutsche Landesbank  Girozentrale,  as
               Syndication  Agent and Arranger,  and Fortis  Capital  Corp.,  as
               documentation  Agent,  incorporated  by  reference to the Exhibit
               with the same number filed with the Current Report on Form 8-K of
               Horizon PCS, Inc. (SEC file No. 333-51240).


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

+    Horizon Telcom, Inc. requested  confidential treatment for certain portions
     of this  exhibit  pursuant to Rule 406 of the  Securities  Act of 1933,  as
     amended, in connection with its Form 10 registration statement.

**   Filed herewith.

(B)  REPORTS ON FORM 8-K

     1. On April 12, 2001,  The Company filed a Current  Report on Form 8-K with
the Securities and Exchange  Commission  that set forth the  registrant's  press
release regarding a presentation at a financial conference on Sprint PCS and its
affiliates, under Item 9 - Regulation FD Disclosure.

     2. On April 24, 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 regarding a presentation at a financial conference on Sprint PCS and its
affiliates, under Item 9 - Regulation FD Disclosure.

     3. On June 13, 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  regarding its enrollment of its 100,000th PCS customer,  under Item 5 -
Other Events.



                                       34
<PAGE>

     4. On June 27, 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  regarding  an amendment  to its Sprint PCS  agreements,  under Item 5 -
Other Events.





                                       35
<PAGE>




                                     HORIZON PCS, INC.


Date:    August 13, 2001             By:  /s/ William A. McKell
                                          ------------------------------------
                                              William A. McKell
                                              Chief Executive Officer


Date:    August 13, 2001             By:  /s/ Peter M. Holland
                                          ------------------------------------
                                              Peter M. Holland
                                              Chief Financial Officer
                                              (Principal Financial and Chief
                                              Accounting Officer)




                                       36
<PAGE>
                                 EXHIBIT INDEX

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

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

3.2*           Bylaws of Horizon PCS.

10.3.1+        Addendum V to Sprint PCS  Management  Agreement with Horizon PCS,
               Inc. as of June 1, 2001, incorporated by reference to the Exhibit
               with the same  number  filed with the Form 10 of Horizon  Telcom,
               Inc. (SEC file No. 1-16427).

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
                                                Lonnie D. Pedersen
                                                Robert A. Katz
                                                Joseph E. Corbin

10.40.2        Second Amendment to Credit  Agreement and Assignment,  dated June
               29, 2001, by and among Horizon Personal Communications,  Inc. and
               Bright Personal  Communications  Services, LLC, Horizon PCS, Inc.
               (The "Parent") and certain  Subsidiaries of the Parent,  Existing
               Lenders,   New   Lenders,   First   Union   National   Bank,   as
               Administrative Agent,  Westdeutsche Landesbank  Girozentrale,  as
               Syndication  Agent and Arranger,  and Fortis  Capital  Corp.,  as
               documentation  Agent,  incorporated  by  reference to the Exhibit
               with the same number filed with the Current Report on Form 8-K of
               Horizon PCS, Inc. (SEC file No. 333-51240).


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

+    Horizon Telcom, Inc. requested  confidential treatment for certain portions
     of this  exhibit  pursuant to Rule 406 of the  Securities  Act of 1933,  as
     amended, in connection with its Form 10 registration statement.

**   Filed herewith.

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