<PAGE>

--------------------------------------------------------------------------------
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

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

                 For the quarterly period ended March 31, 2001

                                       OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                    For the transition period from   to   .

                       Commission file number: 000-31941

                               TeleCorp PCS, Inc.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                  DELAWARE                                       54-1872248
<S>                                            <C>
       (State or other jurisdiction of              (I.R.S. Employer Identification No.)
        incorporation or organization)
</TABLE>

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

                         1010 N. Glebe Road, Suite 800
                              Arlington, VA 22201
                    (Address of principal executive office)

                                 (703) 236-1100
              (Registrant's telephone number, including area code)

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

   As of May 9, 2001, the outstanding shares of each class of TeleCorp PCS,
Inc. common stock are as follows:

<TABLE>
      <S>                                                            <C>
      Class A Common Stock.......................................... 179,809,748
      Class C Common Stock..........................................     283,813
      Class D Common Stock..........................................     851,429
      Class E Common Stock..........................................       5,246
      Class F Common Stock..........................................      37,705
      Voting Preference Common Stock................................       3,093
</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                     Index

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
PART I Financial Information
 <C>        <S>                                                             <C>
    Item 1. Financial Statements
            Consolidated Balance Sheets as of December 31, 2000 and March
             31, 2001 (unaudited).........................................  3
            Consolidated Statements of Operations for the three months
             ended March 31, 2000 (unaudited) and 2001 (unaudited)........  4
            Consolidated Condensed Statements of Cash Flows for the three
             months ended March 31, 2000 (unaudited) and 2001
             (unaudited)..................................................  5
            Notes to Consolidated Financial Statements....................  6
    Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations....................................  11
    Item 3. Quantitative and Qualitative Disclosures About Market Risk....  14

PART II Other Information
    Item 1. Legal Proceedings.............................................  16
    Item 2. Changes in Securities and Use of Proceeds.....................  16
    Item 3. Defaults Upon Senior Securities...............................  16
    Item 4. Submission of Matters to a Vote of Security Holders...........  16
    Item 5. Other Information.............................................  16
    Item 6. Exhibits and Reports on Form 8-K..............................  16
</TABLE>

                                       2
<PAGE>

PART I--Financial Information
Item 1. Financial Statements.

                               TELECORP PCS, INC.

                          CONSOLIDATED BALANCE SHEETS
                    ($ in thousands, except per share data)

<TABLE>
<CAPTION>
                                                        December 31,  March 31,
                                                            2000        2001
                        ASSETS                          ------------ -----------
                                                                     (unaudited)
<S>                                                     <C>          <C>
Current assets:
 Cash and cash equivalents............................   $  260,809  $  412,809
 Short-term investments...............................       34,189      38,534
 Accounts receivable, net.............................       59,515      65,500
 Inventory, net.......................................       42,498      28,247
 Prepaid expenses and other current assets............       14,813      17,819
                                                         ----------  ----------
  Total current assets................................      411,824     562,909
Property and equipment, net...........................    1,223,253   1,250,521
PCS licenses and microwave relocation costs, net......    3,698,436   3,694,527
Goodwill, net.........................................    2,506,737   2,475,546
Intangible assets--AT&T agreements and other, net.....      783,185     758,971
Other assets..........................................       77,581      90,579
                                                         ----------  ----------
  Total assets........................................   $8,701,016  $8,833,053
                                                         ==========  ==========
 LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
               AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable.....................................   $  110,032  $   67,639
 Accrued expenses and other...........................      221,005     199,205
 Microwave relocation obligation, current portion.....       25,232      19,824
 Long-term debt, current portion......................       63,743       3,805
 Accrued interest.....................................       27,764      23,894
                                                         ----------  ----------
  Total current liabilities...........................      447,776     314,367
Long-term debt........................................    1,861,800   2,332,350
Accrued expenses and other............................       60,659      83,022
Deferred tax liability................................      976,323     901,021
                                                         ----------  ----------
  Total liabilities...................................    3,346,558   3,630,760
                                                         ----------  ----------
Mandatorily redeemable preferred stock, 595,000 shares
 authorized as of December 31, 2000 and March 31,
 2001; issued and outstanding, 474,007 and 473,944
 shares, respectively (liquidation preference $541,049
 as of March 31, 2001)................................      503,105     513,880
Preferred stock subscriptions receivable..............      (59,542)    (48,543)
                                                         ----------  ----------
  Total mandatorily redeemable preferred stock, net...      443,563     465,337
                                                         ----------  ----------
Commitments and contingencies

Stockholders' equity:
 Series F preferred stock, par value $.01 per share,
  15,450,000 shares authorized as of December 31, 2000
  and March 31, 2001; 14,912,778 shares issued and
  outstanding (liquidation preference $1 as of March
  31, 2001)...........................................          149         149
 Series G preferred stock, par value $.01 per share,
  100,000 shares authorized as of December 31, 2000
  and March 31, 2001; 46,374 shares issued and
  outstanding (liquidation preference $46,374 as of
  March 31, 2001).....................................      716,550     716,550
 Common stock, par value $.01 per share, 1,934,463,093
  shares authorized as of December 31, 2000 and March
  31, 2001; issued 180,914,734 and 181,418,517 and
  outstanding 180,734,235 and 181,027,161 shares,
  respectively........................................        1,807       1,810
 Additional paid-in capital...........................    4,591,202   4,584,954
 Deferred compensation................................      (27,832)    (30,955)
 Accumulated other comprehensive income (loss) .......          958      (1,730)
 Accumulated deficit..................................     (371,939)   (533,822)
                                                         ----------  ----------
  Total stockholders' equity..........................    4,910,895   4,736,956
                                                         ----------  ----------
  Total liabilities, mandatorily redeemable preferred
   stock and stockholders' equity.....................   $8,701,016  $8,833,053
                                                         ==========  ==========
</TABLE>

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

                                       3
<PAGE>

                               TELECORP PCS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    ($ in thousands, except per share data)

<TABLE>
<CAPTION>
                                                       For the three months
                                                         ended March 31,
                                                     -------------------------
                                                        2000          2001
                                                     -----------  ------------
                                                     (unaudited)  (unaudited)
<S>                                                  <C>          <C>
Revenue:
  Service........................................... $    36,937  $    109,149
  Roaming...........................................      11,452        28,482
  Equipment.........................................       7,057        12,053
                                                     -----------  ------------
    Total revenue...................................      55,446       149,684
                                                     -----------  ------------
Operating expenses:
  Cost of revenue...................................      19,026        40,934
  Operations and development (including non-cash
   stock compensation of $207 and $450).............      10,966        36,617
  Selling and marketing (including non-cash stock
   compensation of $132 and $345)...................      34,625        67,638
  General and administrative (including non-cash
   stock compensation of $4,738 and $3,155).........      27,276        50,124
  Depreciation and amortization.....................      23,468       134,896
                                                     -----------  ------------
    Total operating expenses........................     115,361       330,209
                                                     -----------  ------------
    Operating loss..................................     (59,915)     (180,525)
Other income (expense):
  Interest expense..................................     (16,990)      (60,465)
  Interest income and other.........................       2,406         7,335
  Loss on derivatives...............................         --         (4,337)
                                                     -----------  ------------
    Net loss before income taxes....................     (74,499)     (237,992)
Income tax benefit..................................         --         75,302
                                                     -----------  ------------
    Net loss before cumulative effect of change in
     accounting principle...........................     (74,499)     (162,690)
    Cumulative effect of change in accounting
     principle, net of tax..........................         --            807
                                                     -----------  ------------
    Net loss........................................     (74,499)     (161,883)
Accretion of mandatorily redeemable preferred
 stock..............................................      (7,733)      (10,775)
                                                     -----------  ------------
    Net loss attributable to common equity.......... $   (82,232) $   (172,658)
                                                     ===========  ============
Other comprehensive loss, net of tax................         --         (2,688)
                                                     -----------  ------------
    Comprehensive loss attributable to common
     equity.........................................     (82,232)     (175,346)
                                                     ===========  ============
Net loss attributable to common equity before
 cumulative effect of a change in accounting
 principle per share--basic and diluted............. $     (0.83) $      (0.90)
                                                     ===========  ============
Cumulative effect of change in accounting principle
 per share--basic and diluted....................... $       --   $       0.01
                                                     ===========  ============
Net loss attributable to common equity per share--
 basic and diluted.................................. $     (0.83) $      (0.89)
                                                     ===========  ============
Weighted average common equity shares outstanding--
 basic and diluted .................................  99,556,975   193,766,861
                                                     ===========  ============
</TABLE>

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

                                       4
<PAGE>

                               TELECORP PCS, INC.

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                ($ in thousands)

<TABLE>
<CAPTION>
                                                         For the three months
                                                            ended March 31,
                                                        -----------------------
                                                           2000        2001
                                                        ----------- -----------
                                                        (unaudited) (unaudited)
<S>                                                     <C>         <C>
Cash flows from operating activities:
   Net cash used in operating activities...............  $(58,556)   $(99,968)
                                                         --------    --------
Cash flows from investing activities:
 Expenditures for property and equipment...............   (52,549)   (158,781)
 Purchase of short-term investments....................       --      (38,482)
 Proceeds from the sale of short-term investments......       --       34,189
 Capitalized interest..................................      (622)     (1,548)
 Proceeds from sale of towers..........................       --       66,093
 Expenditures for microwave relocation.................      (369)     (4,329)
 Purchase of PCS licenses..............................       --      (18,075)
 Payment of FCC deposit on PCS licenses................   (12,081)        --
 Payment of Tritel acquisition costs...................    (5,081)    (13,663)
                                                         --------    --------
   Net cash used in investing activities...............   (70,702)   (134,596)
                                                         --------    --------
Cash flows from financing activities:
 Proceeds from sale of common stock and series F
  preferred stock......................................    41,869         --
 Receipt of mandatorily redeemable preferred stock
  subscription receivable..............................       --       10,999
 Proceeds from issuance of long-term debt..............       --      450,000
 Payment on revolving credit facility..................       --      (90,000)
 Proceeds from revolving credit facility...............       --       30,000
 Payments on long term debt............................      (335)       (910)
 Payments of deferred financing costs..................       --      (13,525)
                                                         --------    --------
   Net cash provided by financing activities...........    41,534     386,564
                                                         --------    --------
Net (decrease) increase in cash and cash equivalents...   (87,724)    152,000
Cash and cash equivalents at the beginning of period...   182,330     260,809
                                                         --------    --------
Cash and cash equivalents at the end of period.........  $ 94,606    $412,809
                                                         ========    ========
</TABLE>

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

                                       5
<PAGE>

                               TELECORP PCS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)

1.Organization and Business

   The Company, through its operating subsidiaries, is the largest AT&T
Wireless PCS, LLC (AT&T Wireless) affiliate in the United States, providing
digital wireless personal communications services, or PCS, to a licensed
service area covering approximately 37 million people. As of March 31, 2001,
the Company had launched service in 74 markets, covering approximately 30
million people, and representing approximately 81% of the population where the
Company holds licenses in the United States and Puerto Rico, and the Company
served more than 752,000 customers. Markets in which the Company provides
coverage encompass a contiguous territory (other than Puerto Rico) including
sixteen of the 100 largest metropolitan areas in the United States and Puerto
Rico.

   Under the terms of a strategic alliance with AT&T, the Company is AT&T's
exclusive provider of wireless mobility services in its licensed markets, using
equal emphasis co-branding with AT&T subject to AT&T's right to resell services
on the Company's network. The Company has the right to use the AT&T brand name
and logo, giving equal emphasis to each in its covered markets. The Company is
AT&T's preferred roaming partner for digital customers in the Company's
markets. Additionally, the Company's relationship with AT&T Wireless and AT&T
Wireless's roaming partners provides coast-to-coast coverage to its customers.

2.Summary of Significant Accounting Policies

 Unaudited Interim Financial Information

   The accompanying unaudited consolidated financial statements and related
footnotes have been prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for annual fiscal reporting periods.
In the opinion of management, the interim financial information includes all
adjustments of a normal recurring nature necessary for a fair statement of the
results for the interim periods. Operating results for the three months ended
March 31, 2001 are not necessarily indicative of results that may be expected
for the year ending December 31, 2001.

 Reclassifications

   Certain amounts in the 2000 consolidated financial statements have been
reclassified to conform with the presentation of the consolidated financial
statements as of and for the three months ended March 31, 2001.

 Consolidation

   The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, which include, among others, Tritel and
TeleCorp Wireless. All intercompany accounts and transactions have been
eliminated in consolidation.

3. Derivative Instruments and Hedging Activities

   The Company's activities expose it to market risks that are related to the
effects of changes in interest rates. This financial exposure is monitored and
managed by the Company as an integral part of its overall risk-management
program. The Company's risk-management program focuses on the unpredictability
of interest rates and seeks to reduce the potentially adverse effects that the
volatility of these rates may have on its future cash flows.

   The Company maintains an interest rate risk-management strategy that uses
derivative instruments to minimize significant, unanticipated earnings
fluctuations that may arise from volatility in interest rates. The Company's
specific goals are to (1) manage interest rate sensitivity by modifying the
repricing characteristics of some of its debt and (2) lower (where possible)
the cost of its borrowed funds. Fluctuations in interest rates create an
unrealized appreciation or depreciation in the market value of the Company's
fixed-rate debt when

                                       6
<PAGE>

                               TELECORP PCS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                ($ in thousands)

that market value is compared with the cost of the borrowed funds. The effect
of this unrealized appreciation or depreciation in market value, however, will
generally be offset by the income or loss on the derivative instruments that
are linked to the debt.

   By using derivative financial instruments to hedge exposures to changes in
interest rates, the Company exposes itself to credit risk and market risk.
Credit risk is the risk that the counterparty might fail to fulfill its
performance obligations under the terms of the derivative contract. When the
fair value of a derivative contract is positive, the counterparty owes the
Company, which creates repayment risk for the Company. When the fair value of a
derivative contract is negative, the Company owes the counterparty and,
therefore, does not assume repayment risk. The Company minimizes its credit (or
repayment) risk in derivative instruments by (1) entering into transactions
with high-quality counterparties whose credit ratings are AA/Aa or higher, (2)
limiting the amount of its exposure to each counterparty, and (3) monitoring
the financial condition of its counterparties. The Company also maintains a
policy of requiring that all derivative contracts be governed by an
International Swaps and Derivatives Association Master Agreement and, depending
on the nature of the derivative transaction, also be governed by bilateral
collateral arrangements.

   Market risk is the risk that the value of a financial instrument might be
adversely affected by a change in interest rates. The Company manages the
market risk associated with interest rate contracts by establishing and
monitoring parameters that limit the types and degree of market risk that may
be undertaken.

   The Company uses interest rate swaps to convert a portion of its variable-
rate debt to fixed-rate debt. The resulting cost of funds is lower than it
would have been had fixed-rate borrowings been issued directly. The level of
fixed-rate debt, after the effects of interest rate swaps have been considered,
is currently maintained at 68% of the total Company variable-rate senior credit
facility debt. The Company also uses certain derivative financial instruments
that did not meet the FAS 133 criteria to be designated for hedge accounting.

   The Company adopted Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities" on January
1, 2001. In accordance with the adoption of SFAS No. 133, the Company recorded
an asset of $3,250 which represents the estimated fair value of the derivative
instruments along with a one-time after tax benefit of $807 as a cumulative
effect of accounting change and an after-tax unrealized gain of $2,443 in Other
Comprehensive Income, a component of stockholders' equity.

   SFAS No. 133 requires the Company to carry all derivative financial
instruments on the balance sheet at fair value. Changes in fair value of
designated, qualified and effective cash flow hedges are deferred and recorded
as a component of Other Comprehensive Income until the hedged transactions
occur and are recognized in earnings. The ineffective portion and changes
related to amounts excluded from the effectiveness assessment of a hedging
derivative's change in fair value are immediately recognized in "loss on
derivatives". The Company assesses, both at the inception of the hedge and on
an on-going basis, whether the derivatives are highly effective. Hedge
accounting is prospectively discontinued when hedge instruments are no longer
highly effective.

   For the three months ended March 31, 2001, the Company recorded a liability
of $3,530 and recognized a charge of $4,337 reported as "loss on derivatives"
in the statement of operations, which represented the change in the fair value
of the derivatives which were not designated for hedge accounting. The Company
recognized an unrealized loss for the three months ended March 31, 2001 in
other comprehensive income of $4,247 and recorded a liability of $1,804, which
represented the change in the fair value of the derivatives which were
designated for hedge accounting. All components of each derivative's gain or
loss were included in the assessment of hedge effectiveness.

                                       7
<PAGE>

                               TELECORP PCS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                ($ in thousands)


4.Accrued Expenses and Other

   Accrued expenses and other consist of the following:
<TABLE>
<CAPTION>
                                                      December 31,  March 31,
                                                          2000        2001
                                                      ------------ -----------
                                                                   (unaudited)
   <S>                                                <C>          <C>
   Property and equipment............................  $   78,723  $   70,767
   Sales and property taxes..........................      38,839      40,385
   Payroll and related liabilities...................      31,738      24,093
   Accrued operational expenses......................      47,935      36,849
   Long-term microwave relocation obligation.........      29,634      29,634
   Acquisition related liabilities...................      22,650      14,256
   Deferred gain on tower sale.......................         --       25,546
   Other liabilities.................................      32,145      40,697
                                                       ----------  ----------
                                                          281,664     282,227
   Less: non-current portion.........................      60,659      83,022
                                                       ----------  ----------
                                                       $  221,005  $  199,205
                                                       ==========  ==========

5.Long-term Debt

   Long-term debt consists of the following:

<CAPTION>
                                                      December 31,  March 31,
                                                          2000        2001
                                                      ------------ -----------
                                                                   (unaudited)
   <S>                                                <C>          <C>
   Tritel senior credit facility.....................  $  350,183  $  290,300
   TeleCorp Wireless senior credit facility..........     325,000     325,000
   TeleCorp Wireless 10 5/8% senior subordinated
    notes............................................     450,000     450,000
   TeleCorp Wireless 11 5/8% senior subordinated
    discount notes...................................     396,572     407,823
   Tritel 10 3/8% senior subordinated notes..........         --      450,000
   Tritel 12 3/4% senior subordinated discount
    notes............................................     229,936     238,591
   U.S. Government financing.........................     126,409     125,875
   Vendor financing..................................      47,443      48,566
                                                       ----------  ----------
                                                       1,925,543    2,336,155
   Less: current portion.............................      63,743       3,805
                                                       ----------  ----------
                                                      $1,861,800   $2,332,350
                                                       ==========  ==========
</TABLE>

 Tritel Senior Credit Facility

   On January 9, 2001, Tritel amended the terms of its Senior Credit Facility
to allow Tritel to incur unsecured senior subordinated debt with proceeds of
not more than $750,000 less previous subordinated debt incurred. On January 10,
2001, Tritel drew $30,000 from its Senior Credit Facility Revolver.
Subsequently, Tritel paid down $60,000 and $30,000 of the Senior Credit
Facility Revolver on January 29, 2001 and February 12, 2001, respectively.

 Tritel Senior Subordinated Notes Offering

   On January 18, 2001, Tritel obtained the consent of the holders of its 12
3/4% senior subordinated discount notes to allow Tritel to complete an offering
of senior subordinated notes. On January 24, 2001, Tritel issued

                                       8
<PAGE>

                               TELECORP PCS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                ($ in thousands)

$450,000 principal amount of 10 3/8% senior subordinated notes due 2011. The
senior subordinated notes are subject to optional redemption, restrictive
covenants, an exchange offer, registration rights, and transfer restrictions.
Tritel received $437,500 in net proceeds from the issuance.

6.Other Comprehensive Loss

   Other comprehensive loss for the three months ended March 31, 2001 and 2000
consists of the following:

<TABLE>
<CAPTION>
                                                                   For the
                                                                 three months
                                                                 ended March
                                                                     31,
                                                                 ------------
                                                                 2000  2001
                                                                 ---- -------
     <S>                                                         <C>  <C>
     Unrealized holding gains from short-term investments.......  --       74
     Reclassification adjustment for gains included in net
      income....................................................  --     (958)
     Unrealized holding losses from interest rate swaps.........  --   (1,804)
                                                                 ---- -------
     Other comprehensive loss................................... $--  $(2,688)
                                                                 ==== =======
</TABLE>

7.Sale of Towers

   On March 16, 2001, the Company completed the sale and transfer to SBA
Communications Corporation (SBA) of 203 towers and related assets for an
aggregate purchase price of $66,483, reflecting a price of approximately $328
per site. Concurrent with the sale, the Company entered into a master lease
agreement with SBA for the continued use of the space that the Company occupied
on the towers prior to the sale. The Company recognized a deferred gain of
$25,546 on the sale which will be recognized ratably over the five-year term of
the related operating lease-back.

8.Acquisitions

   On February 5, 2001, TeleCorp Wireless purchased from Pegasus PCS Partners,
L.L.C. a 15 MHz C-Block PCS license in the Mayaguez, Puerto Rico basic trading
area for $18,000.

9.Subsequent Events

 PCS License Acquisition from McLeod

   On April 6, 2001, the Company purchased D-block licenses in Cedar Rapids and
Iowa City, Iowa for an aggregate purchase price of $13,117.

 Pending PCS License Acquisition from Knoxville Wireless L.P. and Clarksville
 Wireless L.P.

   On May 11, 2001, the Company agreed to purchase two F-block licenses in
Knoxville and Clarksville, TN for an aggregate purchase price of $11,900.

 Lucent Financing

   On April 3, 2001, the Company entered into a revised commitment with Lucent
Technologies Inc. (Lucent) relating to $425,000 gross proceeds of notes. On
April 6, 2001, Lucent purchased $171,274 principal amount at maturity of notes
for $100,000. These notes will accrete in value until April 15, 2006 and at
that

                                       9
<PAGE>

                               TELECORP PCS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                ($ in thousands)

time, cash interest will begin to accrue on the notes at a rate of 11% per
annum, payable semi-annually. Lucent has also agreed to purchase additional 11%
senior subordinated discount notes due 2011 (the October Notes) on or about
October 1, 2001 for $100,000 at a yield to maturity of 11%. The issuance of the
October Notes will be conditioned on, among other things, that there be no
event of default in existence relating to the Company's or its subsidiaries'
debt that amounts to more than $100,000, that the Company not be in default
under a certain equipment procurement contract between TeleCorp Wireless and
Lucent, and that the Company execute an exchange and registration rights
agreement substantially in the form as that agreed upon by the parties.
Finally, as part of this revised commitment, subject to the same conditions as
the issuance of the October Notes, Lucent has agreed, at any time after October
1, 2001 and from time to time thereafter through May 13, 2002, to purchase
senior subordinated discount notes due 2011 that would yield aggregate gross
proceeds to the Company of up to $225,000. The yields at which these notes
would be issued to Lucent would be the lesser of 12% and 25 basis points below
the average of the last sale yield of the TeleCorp Wireless 11 5/8% senior
subordinated discount notes due 2009 over the five trading days prior to the
date on which the Company gives notice to Lucent of the issuance of these
notes.

   Additionally, in connection with the revised commitment, Lucent has agreed
to extend their commitment to purchase up to $75,000 principal amount of Series
A increasing rate notes and Series B increasing rate notes from TeleCorp
Wireless at a price equal to the principal amount of these notes. Lucent's
obligation to purchase these Series A increasing rate notes and Series B
increasing rate notes will expire on October 31, 2001 and October 31, 2002,
respectively, and will be reduced dollar-for-dollar for every dollar of gross
proceeds in excess of $350,000 received by the Company from the sale of its
senior subordinated discount notes due 2011 described above. If TeleCorp
Wireless issues these notes prior to October 31, 2001, one-half of these notes
would be Series A increasing rate notes and one-half would be Series B
increasing rate notes. If the Company issues these notes on or after October
31, 2001, all of the notes will be Series B increasing rate notes. However, in
connection with this extension Lucent agreed to amend the mandatory prepayment
threshold as a result of certain equity offerings from $198,000 to $368,100.
The terms of the Series B increasing rate notes are the same as the Series A
increasing rate notes except:

  1) the interest rate is 12 1/8%;

  2) on or prior to May 11, 2004 interest will be payable in additional
     Series B increasing rate notes; and

  3) the Series B increasing rate notes would be mandatorily prepayable from
     the net cash proceeds of the issuance by TeleCorp Wireless, in a public
     offering or private placement, of debt securities that are senior to the
     Series A increasing rate notes and the Series B increasing rate notes.
     Such prepayment would not be required, however, in the case of a private
     placement (other than a Rule 144A offering) in connection with the
     financing of certain additional BTAs or MTAs or in the case of any
     funding under TeleCorp Wireless's bank credit agreement or any
     replacement credit facility.

 TeleCorp Wireless Senior Credit Facility

   On April 5, 2001, the Company drew $35,000 from its Senior Credit Facility
Tranche C.

                                       10
<PAGE>

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

   You should read the following discussion in conjunction with (1) the
Company's accompanying unaudited Consolidated Financial Statements and notes
thereto included in this report on Form 10-Q and (2) the Company's audited
Consolidated Financial Statements, notes thereto and Management's Discussion
and Analysis of Financial Condition and Results of Operations as of and for the
year ended December 31, 2000 included in our Annual Report on Form 10-K for
such period. This Management's Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements that are based on
current expectations, estimates, and projections. Such forward-looking
statements reflect management's good-faith evaluation of information currently
available. However, because such statements are based upon, and therefore can
be influenced by, a number of external variables over which management has no,
or incomplete, control, they are not, and should not be read as being
guarantees of future performance or of actual future results; nor will they
necessarily prove to be accurate indications of the times at or by which any
such performance or result will be achieved. Accordingly, actual outcomes and
results may differ materially from those expressed in such forward-looking
statements. The Company does not intend to update any such forward-looking
statements.

Overview

   The Company, through its operating subsidiaries, is the largest AT&T
Wireless affiliate in the United States providing digital wireless personal
communications services, to a licensed service area covering approximately 37
million people. The Company is a holding company with two principal
subsidiaries, TeleCorp Wireless and Tritel. The Company was formed in
connection with, and to facilitate, the acquisition of Tritel by TeleCorp
Wireless. As of March 31, 2001, the Company had launched service in 74 markets
having approximately 30 million people and representing approximately 81% of
the population where the Company holds licenses in the United States and Puerto
Rico. As of March 31, 2001, TeleCorp Wireless and Tritel collectively served
more than 752,000 customers. Together with Triton PCS, Inc., another AT&T
Wireless affiliate, the Company operates under a common regional brand name,
SunCom(R).

   The markets in which the Company provides coverage encompass a contiguous
territory (other than Puerto Rico) including the following 16 of the 100
largest metropolitan areas in the United States and Puerto Rico: New Orleans
and Baton Rouge, Louisiana; Memphis, Nashville and Knoxville, Tennessee; Little
Rock, Arkansas; Milwaukee and Madison, Wisconsin; Des Moines, Iowa; Jackson,
Mississippi; Birmingham and Mobile, Alabama; Louisville and Lexington,
Kentucky; and San Juan and Mayaguez, Puerto Rico.

Results of Operations

   Three months ended March 31, 2001 compared to three months ended March 31,
2000

Subscribers

   Net additions were 86,174 and 86,106 for the three months ended March 31,
2001 and 2000, respectively. Total PCS subscribers were 752,599 and 228,337 as
of March 31, 2001 and 2000, respectively. The increase in total PCS subscribers
over the same period in 2000 was primarily due to the addition of 179,000
Tritel subscribers in the Tritel acquisition and to launching additional
markets from the period April 1, 2000 to March 31, 2001.

Revenue

   Revenue for the three months ended March 31, 2001 and 2000 was $149.7
million and $55.4 million, respectively. Service revenue was $109.1 million and
$36.9 million for the three months ended March 31, 2001 and 2000, respectively.
The increase in service revenue of $72.2 million was primarily due to the
addition of approximately 524,000 subscribers from April 1, 2000 to March 31,
2001, the launching of new markets and customer activity related to the Tritel
acquisition and a contribution and exchange transaction, which took place with
AT&T in November 2000. Roaming revenue was $28.5 million and $11.5 million for
the three

                                       11
<PAGE>

months ended March 31, 2001 and 2000, respectively. The increase in roaming
revenue of $17.0 million was due primarily to the integration of 2,201
additional cell sites during the twelve months ended March 31, 2001. Equipment
revenue was $12.1 million and $7.1 million for the three months ended March 31,
2001 and 2000, respectively. The equipment revenue increase of $5.0 million
over the same period in 2000 was due primarily to the sales of handsets and
related accessories in connection with significant additions to our subscriber
base during the three months ended March 31, 2001.

Cost of revenue

   Cost of revenue was $40.9 million and $19.0 million for the three months
ended March 31, 2001 and 2000, respectively. The increase in cost of revenue of
$21.9 million over the same period in 2000 was due primarily to the acquisition
of Tritel, additional roaming, interconnection and long distance expenses in
connection with the Company's increased subscriber base and increases in
equipment costs due to significant additions to our subscriber base during the
three months ended March 31, 2001.

Operations and development

   Operations and development expense was $36.6 million and $11.0 million for
the three months ended March 31, 2001 and 2000, respectively. The increase of
$25.6 million over the same period in 2000 was primarily due to the acquisition
of Tritel and the development and growth of infrastructure and staffing and
maintenance related to the support of the Company's network and network
operations center.

Selling and marketing

   Selling and marketing expense was $67.6 million and $34.6 million for the
three months ended March 31, 2001 and 2000, respectively. The increase of $33.0
million over the same period in 2000 was primarily due to the acquisition of
Tritel and to the cost of acquiring the significantly increased gross
additions. Costs associated with the Company's increased market base included
advertising and promotion costs, commissions and the excess cost of handsets
over the retail price.

General and administrative

   General and administrative expense was $50.1 million and $27.3 million for
the three months ended March 31, 2001 and 2000, respectively. The increase of
$22.8 million over the same period in 2000 was primarily due to the acquisition
of Tritel and to the development and growth of infrastructure and staffing
related to information technology, customer care and other administrative
functions incurred in conjunction with managing the corresponding growth in the
Company's subscriber base and launching the additional markets.

Depreciation and amortization

   Depreciation and amortization expense was $134.9 million and $23.5 million
for the three months ended March 31, 2001 and 2000, respectively. The increase
of $111.4 million over the same period in 2000 relates primarily to
amortization of goodwill recorded in conjunction with the acquisition of Tritel
and depreciation of the Company's property, plant and equipment as well as the
amortization of its PCS licenses and the AT&T operating agreements related to
the Company's markets launched between April 1, 2000 and March 31, 2001.

Interest expense

   Interest expense was $60.5 million, net of capitalized interest of $1.5
million for the three months ended March 31, 2001. Interest expense was $17.0
million, net of capitalized interest of $0.6 million for the three months ended
March 31, 2000. The increase of $43.5 million over the same period in 2000
relates primarily to interest expense on TeleCorp Wireless's 10 5/8% senior
subordinated notes issued in July 2000, interest expense

                                       12
<PAGE>

on Tritel's 10 3/8% senior subordinated notes issued in February 2001,
additional FCC debt and $100 million of additional TeleCorp Wireless senior
credit facility drawn during the twelve months ended March 31, 2001, and
additional interest expense related to Tritel's debt.

Interest income and other

   Interest income and other was $7.3 million and $2.4 million for the three
months ended March 31, 2001 and 2000, respectively. The increase of $4.9
million over the same period in 2000 was due primarily to larger cash and
short-term investment balances that resulted from Tritel's $450 million senior
subordinated notes offering in February of 2001.

Income tax benefit

   Income tax benefit was $75.3 million and $0 for the three months ending
March 31, 2001 and 2000, respectively. This increase is due to the recognition
of net deferred tax assets principally comprised of net operating losses which
are offset by the merger related deferred tax liability recorded on November
13, 2000. As the Company anticipates future tax net operating losses, the
Company expects the income tax benefit to increase.

Liquidity and Capital Resources

   The Company has been relying on the proceeds from borrowings and issuances
of capital stock, rather than revenues, for its primary sources of cash flow.
The Company began commercial operations in December 1998 and began earning
recurring revenues by the end of the first quarter of 1999.

   Cash and cash equivalents totaled $412.8 million at March 31, 2001, as
compared to $260.8 million at December 31, 2000. This increase was the result
of incoming cash provided by financing activities of $386.6 million, offset by
$100.0 million of cash used in operating activities and $134.6 million of cash
used in network development and investing activities.

   During the three months ended March 31, 2001, the Company received proceeds
from long-term debt, net of repayments, of $389.1 million. Cash outlays for
capital expenditures required to develop and construct the Company's network
totaled $158.8 million. The Company received proceeds from the sale of 203 of
its towers of $66.1 million. The Company spent $18.1 million to purchase PCS
licenses. Cash used in operating activities of $100.0 million for the three
months ended March 31, 2001 resulted from a net loss of $158.4 million that was
partially offset by non-cash charges, net of the tax benefit, of $91.2 million.

   During the same period ended March 31, 2000, the Company had a net decrease
in cash of $87.7 million as a result of $58.6 million of cash used in operating
activities and $70.7 million of cash used in investing activities, offset by
cash provided by financing activities of $41.5 million. Cash used in operating
activities resulted from a net loss of $74.5 million that was partially offset
by non-cash charges of $41.3 million. Cash used in investing activities
resulted primarily from cash outlays for capital expenditures required for the
development and construction of the Company's network of $52.5 million,
deposits on PCS licenses of $12.1 million and the payment of Tritel acquisition
costs of $5.1 million. Cash provided by financing activities resulted primarily
from the sale of common stock to AT&T of $41.9 million.

Forward Looking Statements: Cautionary Statements

   Statements in this report expressing the expectations and beliefs of the
Company regarding our future results or performance are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 that involve a number of risks and uncertainties. In particular,
certain statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations which are not historical facts
constitute forward-looking statements. Although we believe that the
expectations expressed in

                                       13
<PAGE>

such forward-looking statements are based on reasonable assumptions within the
bounds of our knowledge of our business, our actual future results may differ
significantly from those stated in any forward-looking statements. Factors that
may cause or contribute to such differences include, but are not limited to,
the risks discussed in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

   The Company is exposed to market risk from changes in interest rates that
could impact its results of operations. The Company manages interest rate risk
through a combination of fixed and variable rate debt.

   At March 31, 2001 the Company had the following debt instruments
outstanding:

  .  $200.0 million of term loan A and $100.0 million of term loan B under
     the Tritel senior credit facility ($290.3 million carrying value), which
     carried a weighted average rate of 9.43%;

  .  $100.0 million of tranche A and $225.0 million of tranche B notes under
     the TeleCorp Wireless senior credit facility, which carried a weighted
     average rate of 7.87%;

  .  $450.0 million of the Tritel 10 3/8% senior subordinated notes due 2011;

  .  $450.0 million of the TeleCorp Wireless 10 5/8% senior subordinated
     notes due 2010;

  .  $407.8 million carrying value ($575.0 million at maturity) of the
     TeleCorp Wireless 11 5/8% senior subordinated discount notes due 2009;

  .  $238.6 million carrying value ($372.0 million at maturity) of the Tritel
     12 3/4% senior subordinated discount notes due 2009;

  .  $132.1 million debt ($125.9 million discounted) to the FCC, due in
     quarterly installments from 2001 to 2008 bearing a rate of between
     6.125%-7.0%, discounted to yield between 8.0%-11.8%; and

  .  $48.6 million of vendor financing debt which carried a rate of 10.0%.

   The Company's senior subordinated notes, senior subordinated discount notes,
FCC debt and vendor financing debt, are fixed interest rate debt securities and
as a result are less sensitive to market rate fluctuations. However, the
Company's senior credit facilities and other amounts available to the Company
under these agreements are variable interest rate debt securities.

   The Company uses interest rate swaps to hedge the effect of fluctuations in
interest rates from its senior credit facilities. These transactions are
classified as cash-flow hedging instruments pursuant to the definitions
contained in Statement of Financial Accounting Standards No. 133 (SFAS 133),
"Accounting for Derivative Instruments and Hedging Activities," which was
adopted by the Company on January 1, 2001. The interest rate swaps are managed
in accordance with the Company's policies and procedures. The Company does not
enter into these transactions for trading purposes. The resulting gains or
losses, measured by quoted market prices, are accounted for as part of the
transactions being hedged, except that losses not expected to be recovered upon
the completion of the hedged transaction are expensed. Gains or losses
associated with interest rate swaps are computed as the difference between the
interest expense per the amount hedged using the fixed rate compared to a
floating rate over the term of the swap agreement. The fair value of the
interest rate swaps is measured as the amount at which the swaps could be
settled based on estimates obtained from dealers. As of March 31, 2001, the
Company had entered into thirteen interest rate swap agreements totaling a
notional amount of $425.0 million to convert the Company's variable rate debt
to fixed rate debt.

                                       14
<PAGE>

   The following table provides information about the market risk exposure
associated with the Company's variable rate debt at maturity, value of the debt
and the market risk exposure associated with the interest rate swaps at March
31, 2001:

<TABLE>
<CAPTION>
                                                 Expected Maturity
                            --------------------------------------------------------------------
                                                                                         Fair
                            2001   2002    2003   2004   2005   Thereafter    Total      Value
                            ----  ------  ------  -----  -----  ----------   --------  ---------
                                                  ($ in millions)
<S>                         <C>   <C>     <C>     <C>    <C>    <C>          <C>       <C>
       Liabilities:
Long-Term Debt:
 Face value of long-term
  fixed rate debt (a)...... $2.8  $  4.0  $ 27.1  $29.0  $31.1   $1,957.9(b) $2,051.9  $ 1,672.3(c)
 Average interest rate
  (d)......................  6.2%    6.2%    6.9%   6.9%   6.9%      11.2%       11.0%
 Face value of TeleCorp
  Wireless Senior Credit
  Facility variable rate
  debt..................... $0.0  $  6.2  $ 12.2  $27.2  $32.2   $  247.2    $  325.0  $   325.0(f)
 Average interest rate
  (e)......................  0.0%    7.9%    7.9%   7.9%   7.9%       7.9%        7.9%
 Face value of Tritel
  Senior Credit Facility
  variable rate debt....... $0.0  $  4.5  $ 13.9  $20.1  $23.2   $  238.3    $  300.0  $   290.3(f)
 Average interest rate
  (e)......................  0.0%    9.4%    9.4%   9.4%   9.4%       9.4%        9.4%
 Interest Rate Derivatives:
Interest rate swaps:
 Variable to fixed (g).....       $200.0  $225.0                             $  425.0  $ (5,334)(h)
 Average pay rate (i)......         5.29%   5.24%                                5.26%
 Average receive rate (i)..         4.90%   4.87%                                4.88%
</TABLE>
--------
(a) Fixed rate debt consists of FCC government debt, 11 5/8% senior
    subordinated discount notes, 10 5/8% senior subordinated notes, 10 3/8%
    senior subordinated notes, 12 3/4% senior subordinated discount notes, and
    vendor financing.
(b) The interest rate on the vendor financing increased 1.5% on January 1, 2001
    and shall not exceed 12.125%. The future principal amount in 2009 includes
    all unpaid interest of the vendor financing debt and totals $72.7 million.
    This total balance for all payments subsequent to 2005 also includes the
    future principal payment of $575.0 million of 11 5/8% senior subordinated
    discount notes in 2009, $450.0 million of 10 3/8% senior subordinated notes
    in 2011, $450.0 million of 10 5/8% senior subordinated notes in 2010,
    $372.0 million of 12 3/4% senior subordinated discount notes in 2009, and
    $38.2 million of FCC debt due in quarterly installments through 2008.
(c) The fair value is based on (1) the carrying value of the FCC debt of $125.9
    million, (2) the carrying value of the vendor financing of $48.6 million,
    (3) the $382.4 million market value of the 11 5/8% senior subordinated
    discount notes priced at 12.6% on March 31, 2001, (4) the $430.9 million
    market value of the 10 3/8% senior subordinated notes priced at 11.1% on
    March 31, 2001, (5) the $434.2 million market value of the 10 5/8% senior
    subordinated notes priced at 11.2% on March 31, 2001, and (6) the
    $250.3 million market value of the 12 3/4% senior subordinated discount
    notes priced at 12.9% on March 31, 2001.
(d) Average interest rate is calculated as the weighted average rate related to
    the repayments of debt instruments in the year indicated of maturity.
(e) The interest rate of the variable debt securities may and is expected to
    vary before maturity. The amount indicated is the current weighted average
    rate as of March 31, 2001.
(f) The fair value of the TeleCorp Wireless variable rate debt instruments is
    expected to approximate fair value. The fair value of the Tritel variable
    rate debt instruments was assessed by management upon the acquisition of
    Tritel based on current market interest rates and management's estimated
    costs to obtain similar financing.

                                       15
<PAGE>

(g) Represents the total notional amount of the six swap agreements related to
    the TeleCorp Wireless tranche B senior credit facility of $225.0 million
    and the seven swap agreements related to the Tritel term loan A senior
    credit facility in the amount of $200.0 million.
(h) Represents the fair value of the variable to fixed interest rate swaps as
    if the transactions were settled March 31, 2001. The negative value
    represents a liability of the Company at March 31, 2001.
(i) The average pay rate and average receive rate are based on the March 31,
    2001 rate of TeleCorp Wireless variable rate tranche B debt on the senior
    credit facility less the fixed yield of 8.24% and the Tritel variable rate
    term loan A on the senior credit facility less the fixed yield of 9.05%.
    These amounts may change due to fluctuations in the variable rate debt. The
    Tritel and TeleCorp Wireless senior credit facility swaps expire in 2002
    and 2003, respectively.

   The Company is exposed to the impact of interest rate changes on its short-
term cash investments, consisting of U.S. Treasury obligations and other
investments in respect of institutions with the highest credit ratings. These
short-term investments carry a degree of interest rate risk. We believe that
the impact of a 10% increase or decline in interest rates would not be material
to investment income.

   The Company is not exposed to fluctuations in currency exchange rates since
its operations are entirely within the United States and its territories and
all of the Company's services are invoiced in U.S. dollars.

PART II--Other Information

Item 1. Legal Proceedings.

   None.

Items 2, 3, 4 and 5.

   None.

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

(a) Exhibits

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
  4.1*   Indenture, dated as of January 24, 2001, by and among Tritel PCS,
         Inc., Tritel, Inc., Tritel Communications, Inc., Tritel Finance, Inc.,
         and Firstar Bank, N.A., as trustee.
  4.2*   Supplemental Indenture to 12 3/4% Senior Subordinated Discount Notes
         due 2009 Indenture, dated as of January 18, 2001, by and among Tritel
         PCS, Inc., Tritel, Inc., Tritel Communications, Inc. and Tritel
         Finance, Inc., and The Bank of New York, as trustee.
  4.3    Securities Purchase Agreement, dated April 3, 2000, among TeleCorp
         PCS, Inc., Lucent Technologies Inc. and Firstar Bank, N.A.
  4.4    Indenture, dated as of April 6, 2001, between TeleCorp PCS, Inc. and
         Firstar Bank, N.A.
  4.5    Exchange and Registration Rights Agreement, dated April 6, 2001,
         between TeleCorp PCS, Inc. and Lucent Technologies Inc.
  4.6    First Amendment to the Amended and Restated Note Purchase Agreement,
         dated as of April 4, 2001, between TeleCorp Wireless, Inc. and Lucent
         Technologies Inc.
 10.1*   Exchange and Registration Rights Agreement, dated January 24, 2001, by
         and among Tritel PCS, Inc., Tritel, Inc., Tritel Communications, Inc.,
         Tritel Finance, Inc., Salomon Smith Barney Inc., and Lehman Brothers
         Inc., on behalf of themselves and Merrill Lynch, Pierce, Fenner &
         Smith Incorporated, Banc of America Securities LLC, and TD Securities
         (USA) Inc.
 10.2*   Purchase Agreement, dated January 19, 2001, by and among Tritel PCS,
         Inc., Tritel, Inc., Tritel Communications, Inc., Tritel Finance, Inc.,
         Salomon Smith Barney Inc., and Lehman Brothers Inc., on behalf of
         themselves and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
         Banc of America Securities LLC, and TD Securities (USA) Inc.
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                                Description
 -------                               -----------
 <C>     <S>
 10.3*   Third Amendment to Amended and Restated Loan Agreement and Consent,
         dated as of January 9, 2001, by and among Tritel PCS, Inc., Tritel,
         Inc., The Financial Institutions Signatory Thereto, and Toronto
         Dominion (Texas), Inc., as administrative agent.
 10.4*   Solicitation Agency Agreement, dated as of January 11, 2001, by and
         among Tritel PCS, Inc., Salomon Smith Barney Inc. and Lehman Brothers
         Inc.
 10.5*   Separation Agreement, effective as of January 6, 2001, among William
         S. Arnett, Tritel, Inc. and TeleCorp PCS, Inc.
 10.6*   Assignment of Agreement, dated as of January 5, 2001, between Tritel,
         Inc. and Tritel License-Alabama, Inc.
 10.7*   Settlement Agreement, executed on March 12, 2001 and effective as of
         November 13, 2000, among Tritel, Inc., Airwave Communications, LLC,
         Airwave Investor Indemnitors and Digital PCS, LLC.
 10.8    Purchase Agreement, dated September 15, 2000, among TeleCorp Realty,
         LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp Communications, Inc.,
         SBA Towers, Inc. and SBA Telecommunications, Inc.
 10.9    Addendum to Purchase Agreement, dated as of November 29, 2000, among
         TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp
         Communications, Inc., SBA Towers, Inc. and SBA Telecommunications,
         Inc.
 10.10   Closing Agreement to Purchase Agreement, dated March 16, 2001, among
         TeleCorp Realty, LLC, TeleCorp Puerto Rico Realty, Inc., TeleCorp
         Communications, Inc., SBA Towers, Inc. and SBA TC Acquisition, Inc.
 10.11   Letter Agreement regarding Purchase Agreement dated September 15,
         2000, dated October 13, 2000, among TeleCorp Realty, LLC, TeleCorp
         Puerto Rico Realty, Inc., TeleCorp Communications, Inc., SBA Towers,
         Inc. and SBA Telecommunications, Inc.
 10.12   Letter Agreement regarding Purchase Agreement dated September 15,
         2000, dated February 17, 2001, among TeleCorp Realty, LLC, TeleCorp
         Puerto Rico Realty, Inc., TeleCorp Communications, Inc., SBA Towers,
         Inc. and SBA Telecommunications, Inc.
</TABLE>
--------
* Incorporated by reference to the Registration Statement on Form S-4 of Tritel
  PCS, Inc. File No. 333-55606 filed on February 14, 2001, as amended.

(b) Reports on Form 8-K:

   TeleCorp PCS, Inc. filed a Current Report on Form 8-K dated January 17,
2001, reporting events under Item 5.

   TeleCorp PCS, Inc. filed a Current Report on Form 8-K dated January 19,
2001, reporting events under Item 5.

   TeleCorp PCS, Inc. filed a Current Report on Form 8-K dated January 22,
2001, reporting events under Item 5.

   TeleCorp PCS, Inc. filed a Current Report on Form 8-K dated March 15, 2001,
reporting events under Item 5.


                                       17
<PAGE>

                                   SIGNATURES

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

Date: May 15, 2001
                                          TeleCorp PCS, Inc.

                                                   /s/ Thomas H. Sullivan
                                          By: _________________________________
                                                     Thomas H. Sullivan
                                              Executive Vice President, Chief
                                                Financial Officer (Principal
                                             Financial and Accounting Officer)
                                                        and Director


                                       18