##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004



OR



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



FOR THE TRANSITION PERIOD FROM  TO
.



Commission file number 333-39746



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IWO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 14-1818487                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|901 Lakeshore Drive Lake Charles, LA                           |  | 70601                               
|(Address of principal executive offices)                       |  | (Zip code)                          



(337) 436-9000

(Registrants telephone number, including area code)





(Former name, former address and former
fiscal year, if changed since last report)



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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 ̈



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



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##### Table of Contents

|             |  |                                                                                       |  |     
|------------ |  | ------------------------------------------------------------------------------------- |  | ----
|             |  |                                                                                       |  | Page
|Part I    -  |  | Financial Information                                                                 |  |     
|             |  |                                                                                      
|Item 1.      |  | Financial Statements                                                                  |  |     
|             |  |                                                                                      
|             |  | Condensed Consolidated Balance Sheets                                                 |  | 3   
|             |  | Condensed Consolidated Statements of Operations                                       |  | 4   
|             |  | Condensed Consolidated Statements of Cash Flows                                       |  | 5   
|             |  |                                                                                      
|             |  | Notes to Condensed Consolidated Financial Statements                                  |  | 6   
|             |  |                                                                                      
|Item 2.      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 16  
|             |  |                                                                                      
|Item 3.      |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 25  
|             |  |                                                                                      
|Item 4.      |  | Controls and Procedures                                                               |  | 26  
|             |  |                                                                                      
|Part II     |  | Other Information                                                                     |  |     
|             |  |                                                                                      
|Item 3.      |  | Defaults Upon Senior Securities                                                       |  | 26  
|             |  |                                                                                      
|Item 6.      |  | Exhibits and Reports on Form 8-K                                                      |  | 27  
|             |  |                                                                                      
|Signatures   |  |                                                                                       |  | 27  



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##### Table of Contents

|        |  |                      
|------- |  | ---------------------
|Part I  |  | Financial Information
|Item 1. |  | Financial Statements 



IWO HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                            |  |                   |          |   |                  |   |          |  
|------------------------------------------- |  | ----------------- | -------- | - | ---------------- | - | -------- | -
|                                            |  | September 30,2004 |          |   | December 31,2003 |  
|                                            |  | (Unaudited)       |          |   | (Note 1)         |  
|Assets                                      |  |                   |          |   |                  |   |          |  
|Current assets:                             |  |                   |          |   |                  |   |          |  
|Cash and cash equivalents                   |  | $                 | 41,044   |   |                  | $ | 32,337   |  
|Restricted cash                             |  |                   | 79       |   |                  |   | 19,358   |  
|Subscriber receivables, net                 |  |                   | 11,107   |   |                  |   | 9,938    |  
|Inventory                                   |  |                   | 1,173    |   |                  |   | 1,619    |  
|Prepaid expenses and other assets           |  |                   | 7,139    |   |                  |   | 5,867    |  
|                                            |  |                   |          |   |                  |   |          |  
|Total current assets                        |  |                   | 60,542   |   |                  |   | 69,119   |  
|                                            |  |                  
|Property and equipment, net                 |  |                   | 154,576  |   |                  |   | 165,872  |  
|Intangible assets, net                      |  |                   | 17,612   |   |                  |   | 25,642   |  
|Note receivable                             |  |                   |         |   |                  |   | 179      |  
|Other assets                                |  |                   | 14,191   |   |                  |   | 16,540   |  
|                                            |  |                   |          |   |                  |   |          |  
|Total assets                                |  | $                 | 246,921  |   |                  | $ | 277,352  |  
|                                            |  |                   |          |   |                  |   |          |  
|Liabilities and Stockholders Deficit       |  |                   |          |   |                  |   |          |  
|Current liabilities:                        |  |                   |          |   |                  |   |          |  
|Accounts payable                            |  | $                 | 19,874   |   |                  | $ | 17,079   |  
|Accrued expenses                            |  |                   | 37,421   |   |                  |   | 38,251   |  
|Payable to related party                    |  |                   | 1,164    |   |                  |   | 39       |  
|Current maturities of long-term obligations |  |                   | 354,816  |   |                  |   | 351,697  |  
|                                            |  |                   |          |   |                  |   |          |  
|Total current liabilities                   |  |                   | 413,275  |   |                  |   | 407,066  |  
|                                            |  |                  
|Other                                       |  |                   | 501      |   |                  |   | 893      |  
|                                            |  |                  
|Stockholders deficit:                      |  |                   |          |   |                  |   |          |  
|Common stock                                |  |                   | 1        |   |                  |   | 1        |  
|Additional paid in capital                  |  |                   | 446,449  |   |                  |   | 446,449  |  
|Retained deficit                            |  |                   | (613,305 | ) |                  |   | (577,057 | )
|                                            |  |                   |          |   |                  |   |          |  
|Total stockholders deficit                 |  |                   | (166,855 | ) |                  |   | (130,607 | )
|                                            |  |                   |          |   |                  |   |          |  
|Total liabilities and stockholders deficit |  | $                 | 246,921  |   |                  | $ | 277,352  |  
|                                            |  |                   |          |   |                  |   |          |  



See accompanying notes
to condensed consolidated financial statements



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IWO HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)



|                              |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|----------------------------- |  | --------------------------------------- | ------- | - | -------------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                              |  | For the Three Months EndedSeptember 30, |         |   | For the Nine Months EndedSeptember 30, |  
|                              |  | 2004                                    |         |   | 2003                                   |   |         | 2004 |  |   | 2003    |  
|Revenues:                     |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|Subscriber                    |  | $                                       | 36,278  |   |                                        | $ | 34,042  |      |  | $ | 104,396 |   |  | $ | 96,785  |  
|Roaming                       |  |                                         | 10,790  |   |                                        |   | 10,257  |      |  |   | 28,504  |   |  |   | 25,641  |  
|Merchandise sales             |  |                                         | 2,320   |   |                                        |   | 1,750   |      |  |   | 6,774   |   |  |   | 4,979   |  
|Other revenue                 |  |                                         | 96      |   |                                        |   | 120     |      |  |   | 271     |   |  |   | 397     |  
|                              |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|Total revenue                 |  |                                         | 49,484  |   |                                        |   | 46,169  |      |  |   | 139,945 |   |  |   | 127,802 |  
|                              |  |                                         |         |  
|Expense:                      |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|Cost of service               |  |                                         | 25,613  |   |                                        |   | 26,064  |      |  |   | 72,749  |   |  |   | 77,581  |  
|Merchandise cost of sales     |  |                                         | 4,183   |   |                                        |   | 3,284   |      |  |   | 13,107  |   |  |   | 8,159   |  
|General and administrative    |  |                                         | 4,303   |   |                                        |   | 2,441   |      |  |   | 11,205  |   |  |   | 9,263   |  
|Sales and marketing           |  |                                         | 7,337   |   |                                        |   | 7,392   |      |  |   | 22,512  |   |  |   | 23,142  |  
|Depreciation and amortization |  |                                         | 7,019   |   |                                        |   | 13,786  |      |  |   | 27,858  |   |  |   | 40,751  |  
|Asset abandonment charge      |  |                                         |        |   |                                        |   |        |      |  |   |        |   |  |   | 12,403  |  
|                              |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|Total operating expense       |  |                                         | 48,455  |   |                                        |   | 52,967  |      |  |   | 147,431 |   |  |   | 171,299 |  
|                              |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|Operating income (loss)       |  |                                         | 1,029   |   |                                        |   | (6,798  | )    |  |   | (7,486  | ) |  |   | (43,497 | )
|Other expense:                |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|Interest expense, net         |  |                                         | (10,226 | ) |                                        |   | (10,789 | )    |  |   | (28,678 | ) |  |   | (28,660 | )
|Loss on sale of assets        |  |                                         | (59     | ) |                                        |   | (31     | )    |  |   | (84     | ) |  |   | (31     | )
|                              |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|Total other expense           |  |                                         | (10,285 | ) |                                        |   | (10,820 | )    |  |   | (28,762 | ) |  |   | (28,691 | )
|                              |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  
|Net loss                      |  | $                                       | (9,256  | ) |                                        | $ | (17,618 | )    |  | $ | (36,248 | ) |  | $ | (72,188 | )
|                              |  |                                         |         |   |                                        |   |         |      |  |   |         |   |  |   |         |  



See accompanying notes
to condensed consolidated financial statements



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IWO HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



|                                                 |  |                                        |        |   |      |   |         |  
|------------------------------------------------ |  | -------------------------------------- | ------ | - | ---- | - | ------- | -
|                                                 |  | For the Nine Months EndedSeptember 30, |       
|                                                 |  | 2004                                   |        |   | 2003 |  
|Cash flows from operating activities             |  |                                        |        |   |      |   |         |  
|Net cash used in operating activities            |  | $                                      | (5,128 | ) |      | $ | (18,070 | )
|                                                 |  |                                       
|Cash flows from investing activities             |  |                                        |        |   |      |   |         |  
|Purchases of property and equipment              |  |                                        | (7,419 | ) |      |   | (11,226 | )
|Release of restricted cash                       |  |                                        | 19,279 |   |      |   | 21,924  |  
|Proceeds from the sale of assets                 |  |                                        | 159    |   |      |   |        |  
|                                                 |  |                                        |        |   |      |   |         |  
|Net cash provided by investing activities        |  |                                        | 12,019 |   |      |   | 10,698  |  
|                                                 |  |                                       
|Cash flows from financing activities             |  |                                        |        |   |      |   |         |  
|Proceeds from long-term debt                     |  |                                        | 1,816  |   |      |   |        |  
|                                                 |  |                                        |        |   |      |   |         |  
|Net cash provided by financing activities        |  |                                        | 1,816  |   |      |   |        |  
|                                                 |  |                                        |        |   |      |   |         |  
|Net change in cash and cash equivalents          |  |                                        | 8,707  |   |      |   | (7,372  | )
|                                                 |  |                                       
|Cash and cash equivalents at beginning of period |  |                                        | 32,337 |   |      |   | 35,008  |  
|                                                 |  |                                        |        |   |      |   |         |  
|Cash and cash equivalents at end of period       |  | $                                      | 41,044 |   |      | $ | 27,636  |  
|                                                 |  |                                        |        |   |      |   |         |  



See accompanying notes
to condensed consolidated financial statements



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IWO HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004

(Unaudited)



|1. | Basis of Presentation
|-- | ---------------------



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and
nine-month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.



The condensed consolidated balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all
of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The condensed consolidated financial statements contained herein should be read in conjunction with the
financial statements and notes included in the Form 10-K for IWO Holdings, Inc. for the year ended December 31, 2003, filed on March 2, 2004 with the Securities and Exchange Commission.



Certain reclassifications have been made to the financial statements for the three and nine-month periods ended September
30, 2003 to conform to the presentation of the financial statements for the three and nine-month periods ended September 30, 2004.



Recent Accounting Pronouncements



In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest EntitiesAn Interpretation of Accounting
Research Bulletin (ARB) No. 51 (FIN 46). This interpretation clarifies how to identify variable interest entities and how a company should assess its interests in a variable interest entity to decide whether to consolidate the
entity. FIN 46 applies to variable interest entities created after January 31, 2003, in which a company obtains an interest after that date. Also, FIN 46 applies at the end of the first reporting period after March 15, 2004, to variable interest
entities in which a company holds a variable interest that it acquired before February 1, 2003. The adoption of this interpretation did not have a material effect on the Companys financial position, results of operations or cash flows.



In May 2003, the Emerging Issues Task Force
(EITF) modified its previous consensus to EITF 00-21 to clarify the scope of Issue 00-21 and its interaction with other authoritative literature. As permitted under the modified consensus, the Company adopted this modified consensus
effective July 1, 2003 for all revenue arrangements entered into subsequent to September 30, 2003. EITF 00-21 addresses the determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how
the related revenues should be measured and allocated to the separate units of accounting. In applying this guidance, separate contracts with the same party, entered into at or near the same time, will be presumed to be a package, and the
consideration will be measured and allocated to the separate units based on their relative fair values. The Company has reviewed EITF 00-21 and determined that the sale of handsets and future service under contract should be accounted for as
separate units under EITF 00-21. As a result, the total consideration under these arrangements, including any related activation fees, is allocated between these separate units based on their relative fair values.



|2. | Description of the Organization
|-- | -------------------------------



IWO Holdings, Inc. (the Company or IWO), a wholly owned subsidiary of US Unwired Inc. (US Unwired), is a network
partner of Sprint PCS and has the exclusive right to provide digital PCS services under the Sprint and Sprint PCS brand in all or portions of Massachusetts, New Hampshire, New York, Pennsylvania and Vermont.



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|3. | Liquidity
|-- | ---------



As of September 30, 2004, the Company had $41.0 million in cash and indebtedness that consisted of $215.0 million related to its senior secured credit facility and $139.8 million related to its senior notes for a
total of $354.8 million.



As of September 30, 2004, the
Company was in default of its senior secured credit facility. Since March 2004, the Company has failed to make $8.8 million in principal payments due on its senior secured credit facility and is not in compliance with its restrictive covenants under
its senior secured credit facility. In September 2004, one of the holders of the senior secured credit facility elected to fund $1.8 million, which represents that holders remaining obligation of a draw request made in 2002. The holders of the
senior secured credit facility have denied the Company access to the remaining $23.4 million in availability.



Additionally, the Company failed to make a scheduled semi-annual interest payment on its senior notes due July 15, 2004 and the holders of the senior
notes had the right to place the Company in default of its senior notes. However, on July 22, 2004, the Company entered into an agreement with an ad hoc committee of note holders owning approximately 68% of its senior notes pursuant to which such
holders agreed to, under certain circumstances, not take any action to enforce their rights including accelerating the principal amount of its senior notes.



As a result, the Company has classified all outstanding indebtedness of both the senior secured credit facility and the senior notes as a current
liability.



The Company has been unable to develop a business
plan that provides sufficient cash to fund operations, debt service and capital requirements in 2004. The Company has been in discussions with its creditors to arrive at a consensual restructuring to preserve liquidity but has been unable to arrive
at an acceptable plan. The Company has retained a Chief Restructuring Officer (CRO) to guide its restructuring efforts and, where appropriate, to manage the Company in the planning, process and emergence from reorganization through a
Chapter 11 case. The Company anticipates seeking protection under Chapter 11 in 2004.



Effective April 2004, the Company and US Unwired formalized its existing management arrangement with the execution of a management agreement engaging US Unwired to oversee, manage and supervise the development and
operation of the Company. The 2004 monthly fee is comparable to monthly amounts previously billed and collected by US Unwired under the previous arrangement and allows for certain bonuses for the achievement of above targeted operating results. The
agreement also includes a monthly restructuring fee and a bonus for a successful restructuring, an early termination fee if the agreement is terminated prior to December 31, 2005 and a deferred fee should the agreement not be extended beyond
December 31, 2005.



The Company periodically reviews all
charges from Sprint PCS and from time to time, the Company may dispute certain of these charges. As of September 30, 2004, the Company had disputed approximately $15.2 million of charges. Based upon the information provided to the Company by Sprint
PCS to date, the Company believes the accompanying condensed consolidated balance sheet adequately reflects its obligation that may be due to Sprint PCS for these charges. However, should these disputes be settled in a manner unsatisfactory to the
Company, its cash flow would be adversely impacted to the extent of the unfavorable settlement.



As a result of liquidity challenges, the Company has reduced capital expenditures for network expansion. Included in this reduction are cell sites that it
is required to construct to meet the build out requirements under its management agreement with Sprint. Failure to complete the build out of its service area will place the Company in violation of its management agreement with Sprint. As a result,
Sprint PCS could declare the Company in default and take action up to and including termination of its management agreement with Sprint. At September 30, 2004, the Companys construction in progress included $5.6 million primarily related to
cell sites that it plans to complete and management estimates that completion of these cell sites will require approximately $7.2 million in additional costs to complete construction and place these sites in operation. The Company anticipates that
only a portion of these sites will be completed in 2004.



Due
to restrictions in the US Unwired debt instruments, US Unwired cannot provide any capital or other financial support to the Company. Further, IWO creditors, IWO lenders and IWO note holders cannot place any liens or encumbrances on the assets of US
Unwired. Should the holders of the IWO senior secured credit facility place IWO in default, US Unwireds relationship with IWO may change and several alternatives exist



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ranging from working for the holders of the IWO senior secured credit facility and the holders of the IWO
senior notes as a manager of the IWO territory, possibly subject to the approval by Sprint PCS, to no involvement with the Company at all.



Considering the Companys default of its senior secured credit facility and its liquidity as discussed above, there is substantial doubt about the
Companys ability to continue as a going concern.



|4. | Details of Certain Balance Sheet Accounts
|-- | -----------------------------------------



Major categories of property and equipment consisted of the following:



|                                               |  |                   |         |                  |   |        
|---------------------------------------------- |  | ----------------- | ------- | ---------------- | - | -------
|                                               |  | September 30,2004 |         | December 31,2003
|                                               |  | (In thousands)   
|Land                                           |  | $                 | 168     |                  | $ | 168    
|Buildings and leasehold improvements           |  |                   | 9,361   |                  |   | 9,361  
|Facilities and equipment                       |  |                   | 193,821 |                  |   | 184,981
|Furniture, fixtures and vehicles               |  |                   | 5,630   |                  |   | 5,684  
|Construction in progress                       |  |                   | 5,642   |                  |   | 6,026  
|                                               |  |                   |         |                  |   |        
|                                               |  |                   | 214,622 |                  |   | 206,220
|Less accumulated depreciation and amortization |  |                   | 60,046  |                  |   | 40,348 
|                                               |  |                   |         |                  |   |        
|                                               |  | $                 | 154,576 |                  | $ | 165,872
|                                               |  |                   |         |                  |   |        



Intangibles consisted of the
following:



|                                |  |                    |        |                  |   |       
|------------------------------- |  | ------------------ | ------ | ---------------- | - | ------
|                                |  | September 30, 2004 |        | December 31,2003
|                                |  | (In thousands)    
|Sprint PCS management agreement |  | $                  | 19,766 |                  | $ | 19,766
|Subscriber base                 |  |                    |       |                  |   | 57,500
|                                |  |                    |        |                  |   |       
|                                |  |                    | 19,766 |                  |   | 77,266
|Less accumulated amortization   |  |                    | 2,154  |                  |   | 51,624
|                                |  |                    |        |                  |   |       
|Intangible assets, net          |  | $                  | 17,612 |                  | $ | 25,642
|                                |  |                    |        |                  |   |       



The Company eliminated
amounts for its subscriber bases and related amortization related to its April 2002 acquisition by US Unwired, that was fully amortized in the nine-month period ended September 30, 2004.



|5. | Long-Term Obligations
|-- | ---------------------



Long-term obligations consisted of the following:



|                                                    |  |                    |         |                   |   |        
|--------------------------------------------------- |  | ------------------ | ------- | ----------------- | - | -------
|                                                    |  | September 30, 2004 |         | December 31, 2003
|                                                    |  | (In thousands)    
|Senior secured credit facility, in default          |  | $                  | 215,000 |                   | $ | 213,184
|Senior subordinated discount notes                  |  |                    | 139,816 |                   |   | 138,513
|                                                    |  |                    |         |                   |   |        
|Long-term obligations                               |  |                    | 354,816 |                   |   | 351,697
|Less current maturities, in default                 |  |                    | 354,816 |                   |   | 351,697
|                                                    |  |                    |         |                   |   |        
|Long-term obligations, excluding current maturities |  | $                  |        |                   | $ |       
|                                                    |  |                    |         |                   |   |        



IWO is an unrestricted
subsidiary of US Unwired. As a result, funds available under the Companys senior secured credit facility and senior notes can only be used by the Company to finance the operations of the Company and funds available under US Unwireds
senior notes can only be used by US Unwired to finance operations of US Unwired.



Since March 2004, the Company has failed to make $8.8 million in principal payments due on its senior secured credit facility. The Company was also not in compliance with its restrictive covenants under its senior
secured credit facility at September 30, 2004. As a result of the Companys failure to make scheduled



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principal payments and the covenant violations, the Company was in default of its senior secured credit
facility at September 30, 2004 and the holders of the senior secured credit facility have denied the Company access to the remaining $23.4 million of availability.



In July 2004, the Company failed to make a scheduled interest payment of $11.2 million on its senior notes and the holders
of the senior notes may declare the Company to be in default. In June 2004, the Company entered into an agreement with an ad hoc committee of its note holders owning approximately 68% of the senior notes pursuant to which such holders agreed to,
under certain circumstances, not take any action to enforce their rights including accelerating the principal amount of the senior notes resulting from the Companys failure to make the interest payment of $11.2 million due on the senior notes
on July 15, 2004.



As a result of this and those issues as
discussed in Note 3 above, the Company has classified all outstanding indebtedness of both the senior secured credit facility and the senior notes as a current liability.



Amended and Restated Senior Secured Bank Credit Facility



Effective December 2000, Independent Wireless One Corporation, a wholly owned subsidiary of the Company, entered into
amended and restated senior secured bank credit facility (senior secured credit facility) under which it may borrow up to $240 million in the aggregate consisting of $170 million in term loans and up to $70 million in revolving loans.
The senior secured credit facility matures in 2008. The term loans are due to be repaid in quarterly installments beginning in March 2004 and the reducing revolver matures in March 2008. All loans under the senior secured credit facility, effective
with the date of the default, as discussed above, bear interest at a rate of 4.25-4.75 percent above the agent banks prime rate. The senior secured credit facility is collateralized by all of the assets of the Company and its subsidiaries.



Senior Notes  14%



In February 2001, the Company issued 160,000 units, each consisting of
$1,000 principal amount of 14% Senior Notes (senior notes) due January 15, 2011 and one warrant to purchase 12.50025 shares of the Companys class C common stock at an exercise price of $7.00 per share. As a result of US
Unwireds acquisition of the Company in April 2002, this warrant was converted to a US Unwired warrant to purchase 12.96401 shares of the US Unwireds common stock at $6.75 per share. Interest is payable semi-annually on January 15 and
July 15 of each year. Independent Wireless One Corporation, a wholly owned subsidiary of the Company, is the sole guarantor of the senior notes. All of the Companys restricted subsidiaries formed or acquired after the issuance of the senior
notes that guarantee the Companys senior bank credit facility will also be required to guarantee the senior notes. The senior notes are not guaranteed by Independent Wireless One Realty Corporation, a wholly owned subsidiary of the Company.
Effective April 1, 2002, with the acquisition by US Unwired, the Companys senior notes were revalued to a fair value of $136.0 million. The resulting discount is being accreted over the remaining life of the notes using the effective interest
method.



A portion of the original proceeds of the senior
notes offering was set aside as restricted cash and used to make the first six scheduled semi-annual interest payments on the senior notes through January 2004.



|6. | Commitments and Contingencies
|-- | -----------------------------



The PCS licenses that the Company operates for Sprint PCS are subject to a requirement that Sprint PCS construct network facilities that offer coverage to
25% of the population or have substantial service in each of its Basic Trading Areas (BTAs) within five years from the grant of the licenses. As of September 30, 2004, management believes that Sprint PCS has met the requirements
necessary for the licenses that the Company operates for Sprint PCS under its Sprint PCS management agreements.



The Company uses Sprint PCS to process all post-pay PCS subscriber billings including monthly recurring charges, airtime and other charges such as
interconnect fees. The Company pays various fees to Sprint PCS for new subscribers as well as recurring monthly fees for services performed for existing customers including billing and management of customer accounts. Sprint PCSs billing for
these services is based upon an estimate of the actual costs incurred by Sprint PCS to provide such services. At the end of each calendar year, Sprint PCS compares its actual costs to provide such services to remittances by the Company for estimated
billings and either refunds overpayments or bills for costs in excess of the payments made. Based upon information as provided by Sprint PCS, the Company believes it has adequately provided for the above-



9



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##### Table of Contents

mentioned costs in the accompanying consolidated financial statements. Additionally, Sprint PCS has
contracted with national retailers that sell handsets and service to new PCS subscribers in the Companys markets. Sprint PCS pays these national retailers a new subscriber commission and provides handsets to such retailers below cost. Sprint
PCS passes these costs of commissions and the handset subsidies to the Company.



The Company periodically reviews all charges from Sprint PCS and from time to time, the Company may dispute certain of these charges. As of September 30, 2004, the Company had disputed approximately $15.2 million of
charges to IWO. Based upon the information provided to the Company by Sprint PCS to date, the Company believes the accompanying condensed consolidated balance sheet adequately reflects its obligation that may be due to Sprint PCS for these charges.



On July 11, 2003, US Unwired and two of its subsidiaries,
Louisiana Unwired LLC and Texas Unwired (US Unwired), filed suit in federal court in Louisiana against Sprint Corporation, Sprint Spectrum, L.P., Wireless, L.P. and Sprintcom, Inc. (collectively, Sprint) and on September 25,
2003, US Unwired filed an amended complaint. The suit alleges violations of the Racketeer Influenced and Corrupt Organizations Act, breach of fiduciary duty, breach of contract, and fraud arising out of Sprints conduct in its dealings with the
plaintiff companies. It seeks treble actual damages in unspecified amounts and appointment of a receiver or fiscal agent over property and assets controlled by Sprint. IWO is not a plaintiff in the original or the amended suit. On February 5, 2004,
the U.S. District Court denied in all respects Sprints previously-filed motion for judgment on the pleadings, stated that it was amenable to allowing US Unwired to hire an outside accounting company or other expert to monitor monies received
by Sprint, and agreed with the US Unwired position that certain claims are subject to trial by jury in Louisiana. On March 8, 2004, US Unwired filed its Second Amended Complaint against Sprint to include certain additional factual allegations
related to its claims, as requested by the Courts February 5 Order. On April 8, 2004, Sprint filed its Answer, Defenses, and Counterclaim to US Unwireds Second Amended Complaint, which included a claim that US Unwired owed Sprint
approximately $16.3 million related to contractual disputes between the parties. IWO is not a defendant in this suit. On March 25, 2004, US Unwired filed an application to appoint an outside accounting company or other expert to contemporaneously
monitor monies paid to Sprint from US Unwired customers. Sprint filed an objection to the US Unwired application. On June 14, 2004, the District Court granted US Unwireds motion to appoint an outside accounting company or other expert to the
extent that the court announced its intention to appoint a special master for the limited purpose of determining if accounting procedures are being performed accurately and in compliance with the terms of US Unwireds agreements with Sprint. On
August 27, 2004, the District Court appointed Robert S. Cohen, CPA, of Crowe Chizek & Company, LLP as the special master to consider and make findings upon issues that arise out of the accuracy of the accounting for revenues Sprint PCS passes on
to US Unwired and the fees Sprint PCS charges US Unwired. The special master will report proposed findings of fact to the court as findings of fact. On September 30, 2004, the court entered an order setting a schedule to complete the discovery
process during 2004 and the court has set a jury trial date for May 9, 2005. The Company does not believe that a negative outcome on Sprints counterclaim will have a material adverse effect on the Company.



|7. | Income Taxes
|-- | ------------



The Companys effective income tax rate for the interim periods presented is based on managements estimate of the Companys effective tax
rate for the applicable year and differs from the federal statutory income tax rate primarily due to nondeductible permanent differences, state income taxes and changes in the valuation allowance for deferred tax assets. The Companys income or
loss for tax purposes is included in the income tax return of the parent. However, the Companys income tax provision is computed on a separate basis.



|8. | Condensed Consolidating Financial Information
|-- | ---------------------------------------------



Independent Wireless One Leased Realty Corporation (the Non-Guarantor), a 100% wholly owned subsidiary of Independent Wireless One
Corporation, is precluded from guaranteeing the debt of IWO Holdings, Inc. based on current agreements in effect. Independent Wireless One Corporation is not restricted from serving as a guarantor of the IWO Holdings, Inc. debt.



Independent Wireless One Leased Realty Corporation holds all of the cell
site leases and certain leases related to the retail stores and tower site leases. Operating expenses are comprised of rent expense from these leases. Independent Wireless One Leased Realty Corporation has charged Independent Wireless One
Corporation a fee equal to its rent expense for use of its leased cell sites, office and retail space.



10



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The information which follows presents the condensed consolidating balance sheet as of September 30, 2004
and December 31, 2003 and the condensed consolidating results of operations and cash flows for the three and nine-month periods ended September 30, 2004 and 2003 of (a) the Parent Company, IWO Holdings, Inc., (b) the Guarantor,
Independent Wireless One Corporation, and (c) the Non-Guarantor, Independent Wireless One Leased Realty Corporation, and includes consolidating entries and the Company on a consolidated basis.



Condensed Consolidating Balance Sheet



|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|---------------------------------------------------- |  | ------------------------ | -------- | - | ---------------------------------------- | - | -------- | --------------------------------------------------------- |  | -------------------- | ----- |  | ------------ | -------- | - |  | - | -------- | -
|                                                     |  | September 30, 2004       |         
|                                                     |  | IWOHoldings,Inc.(Parent) |          |   | IndependentWirelessOne Corp. (Guarantor) |   |          | IndependentWireless OneLeased RealtyCorp. (Non-guarantor) |  | ConsolidatingEntries |       |  | Consolidated |         
|                                                     |  | (In thousands)           |         
|ASSETS:                                              |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Current assets:                                      |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Cash and cash equivalents                            |  | $                        |         |   |                                          | $ | 41,044   |                                                           |  | $                    |      |  | $            |         |   |  | $ | 41,044   |  
|Restricted cash                                      |  |                          | 79       |   |                                          |   |         |                                                           |  |                      |      |  |              |         |   |  |   | 79       |  
|Subscriber receivables, net                          |  |                          |         |   |                                          |   | 11,107   |                                                           |  |                      |      |  |              |         |   |  |   | 11,107   |  
|Inventory                                            |  |                          |         |   |                                          |   | 1,173    |                                                           |  |                      |      |  |              |         |   |  |   | 1,173    |  
|Prepaid expenses and other assets                    |  |                          |         |   |                                          |   | 4,085    |                                                           |  |                      | 3,054 |  |              |         |   |  |   | 7,139    |  
|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total current assets                                 |  |                          | 79       |   |                                          |   | 57,409   |                                                           |  |                      | 3,054 |  |              |         |   |  |   | 60,542   |  
|Investment in subsidiary                             |  |                          | (171,251 | ) |                                          |   |         |                                                           |  |                      |      |  |              | 171,251  |   |  |   |         |  
|Property and equipment, net                          |  |                          |         |   |                                          |   | 154,576  |                                                           |  |                      |      |  |              |         |   |  |   | 154,576  |  
|Intangible assets, net                               |  |                          |         |   |                                          |   | 17,612   |                                                           |  |                      |      |  |              |         |   |  |   | 17,612   |  
|Other assets                                         |  |                          |         |   |                                          |   | 14,191   |                                                           |  |                      |      |  |              |         |   |  |   | 14,191   |  
|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total assets                                         |  | $                        | (171,172 | ) |                                          | $ | 243,788  |                                                           |  | $                    | 3,054 |  | $            | 171,251  |   |  | $ | 246,921  |  
|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIT:               |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Current liabilities:                                 |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Accounts payable                                     |  | $                        |         |   |                                          | $ | 19,874   |                                                           |  | $                    |      |  | $            |         |   |  | $ | 19,874   |  
|Accrued expenses                                     |  |                          | 15,867   |   |                                          |   | 21,554   |                                                           |  |                      |      |  |              |         |   |  |   | 37,421   |  
|Payable to (receivable from) related party           |  |                          | (160,000 | ) |                                          |   | 158,110  |                                                           |  |                      | 3,054 |  |              |         |   |  |   | 1,164    |  
|Current maturities of long-term obligations          |  |                          | 139,816  |   |                                          |   | 215,000  |                                                           |  |                      |      |  |              |         |   |  |   | 354,816  |  
|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total current liabilities                            |  |                          | (4,317   | ) |                                          |   | 414,538  |                                                           |  |                      | 3,054 |  |              |         |   |  |   | 413,275  |  
|Long-term debt                                       |  |                          |         |   |                                          |   |         |                                                           |  |                      |      |  |              |         |   |  |   |         |  
|Other                                                |  |                          |         |   |                                          |   | 501      |                                                           |  |                      |      |  |              |         |   |  |   | 501      |  
|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Stockholders deficit:                               |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Common stock                                         |  |                          | 1        |   |                                          |   |         |                                                           |  |                      |      |  |              |         |   |  |   | 1        |  
|Additional paid-in capital                           |  |                          | 446,449  |   |                                          |   | 383,444  |                                                           |  |                      |      |  |              | (383,444 | ) |  |   | 446,449  |  
|Retained deficit                                     |  |                          | (613,305 | ) |                                          |   | (554,695 | )                                                         |  |                      |      |  |              | 554,695  |   |  |   | (613,305 | )
|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total stockholders equity (deficit)                 |  |                          | (166,855 | ) |                                          |   | (171,251 | )                                                         |  |                      |      |  |              | 171,251  |   |  |   | (166,855 | )
|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total liabilities and stockholders equity (deficit) |  | $                        | (171,172 | ) |                                          | $ | 243,788  |                                                           |  | $                    | 3,054 |  | $            | 171,251  |   |  | $ | 246,921  |  
|                                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  



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Condensed Consolidating Balance Sheet



|                                            |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|------------------------------------------- |  | ------------------------ | -------- | - | ---------------------------------------- | - | -------- | --------------------------------------------------------- |  | -------------------- | ----- |  | ------------ | -------- | - |  | - | -------- | -
|                                            |  | December 31, 2003        |         
|                                            |  | IWOHoldings,Inc.(Parent) |          |   | IndependentWirelessOne Corp. (Guarantor) |   |          | IndependentWireless OneLeased RealtyCorp. (Non-guarantor) |  | ConsolidatingEntries |       |  | Consolidated |         
|                                            |  | (In thousands)           |         
|ASSETS:                                     |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Current assets:                             |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Cash and cash equivalents                   |  | $                        |         |   |                                          | $ | 32,337   |                                                           |  | $                    |      |  | $            |         |   |  | $ | 32,337   |  
|Restricted cash                             |  |                          | 11,278   |   |                                          |   | 8,080    |                                                           |  |                      |      |  |              |         |   |  |   | 19,358   |  
|Subscriber receivables, net                 |  |                          |         |   |                                          |   | 9,938    |                                                           |  |                      |      |  |              |         |   |  |   | 9,938    |  
|Inventory                                   |  |                          |         |   |                                          |   | 1,619    |                                                           |  |                      |      |  |              |         |   |  |   | 1,619    |  
|Prepaid expenses and other assets           |  |                          |         |   |                                          |   | 2,798    |                                                           |  |                      | 3,069 |  |              |         |   |  |   | 5,867    |  
|                                            |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total current assets                        |  |                          | 11,278   |   |                                          |   | 54,772   |                                                           |  |                      | 3,069 |  |              |         |   |  |   | 69,119   |  
|Investment in subsidiary                    |  |                          | (153,105 | ) |                                          |   |         |                                                           |  |                      |      |  |              | 153,105  |   |  |   |         |  
|Property and equipment, net                 |  |                          |         |   |                                          |   | 165,872  |                                                           |  |                      |      |  |              |         |   |  |   | 165,872  |  
|Intangible assets, net                      |  |                          |         |   |                                          |   | 25,642   |                                                           |  |                      |      |  |              |         |   |  |   | 25,642   |  
|Note receivable                             |  |                          |         |   |                                          |   | 179      |                                                           |  |                      |      |  |              |         |   |  |   | 179      |  
|Other assets                                |  |                          |         |   |                                          |   | 16,540   |                                                           |  |                      |      |  |              |         |   |  |   | 16,540   |  
|                                            |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total assets                                |  | $                        | (141,827 | ) |                                          | $ | 263,005  |                                                           |  | $                    | 3,069 |  | $            | 153,105  |   |  | $ | 277,352  |  
|                                            |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIT:      |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Current liabilities:                        |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Accounts payable                            |  | $                        |         |   |                                          | $ | 17,079   |                                                           |  | $                    |      |  | $            |         |   |  | $ | 17,079   |  
|Accrued expenses                            |  |                          | 10,267   |   |                                          |   | 27,984   |                                                           |  |                      |      |  |              |         |   |  |   | 38,251   |  
|Payable to (receivable from) related party  |  |                          | (160,000 | ) |                                          |   | 156,970  |                                                           |  |                      | 3,069 |  |              |         |   |  |   | 39       |  
|Current maturities of long-term obligations |  |                          | 138,513  |   |                                          |   | 213,184  |                                                           |  |                      |      |  |              |         |   |  |   | 351,697  |  
|                                            |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total current liabilities                   |  |                          | (11,220  | ) |                                          |   | 415,217  |                                                           |  |                      | 3,069 |  |              |         |   |  |   | 407,066  |  
|Long-term debt                              |  |                          |         |   |                                          |   |         |                                                           |  |                      |      |  |              |         |   |  |   |         |  
|Other                                       |  |                          |         |   |                                          |   | 893      |                                                           |  |                      |      |  |              |         |   |  |   | 893      |  
|Stockholders deficit:                      |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Common stock                                |  |                          | 1        |   |                                          |   |         |                                                           |  |                      |      |  |              |         |   |  |   | 1        |  
|Additional paid-in capital                  |  |                          | 446,449  |   |                                          |   | 383,444  |                                                           |  |                      |      |  |              | (383,444 | ) |  |   | 446,449  |  
|Retained deficit                            |  |                          | (577,057 | ) |                                          |   | (536,549 | )                                                         |  |                      |      |  |              | 536,549  |   |  |   | (577,057 | )
|                                            |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total stockholders equity (deficit)        |  |                          | (130,607 | ) |                                          |   | (153,105 | )                                                         |  |                      |      |  |              | 153,105  |   |  |   | (130,607 | )
|                                            |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  
|Total liabilities and stockholders deficit |  | $                        | (141,827 | ) |                                          | $ | 263,005  |                                                           |  | $                    | 3,069 |  | $            | 153,105  |   |  | $ | 277,352  |  
|                                            |  |                          |          |   |                                          |   |          |                                                           |  |                      |       |  |              |          |   |  |   |          |  



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Condensed Consolidating Statement of Operations



|                                              |  |                                             |        |   |                                          |   |        |                                                           |  |                      |       |  |              |        |   |  |   |         |  
|--------------------------------------------- |  | ------------------------------------------- | ------ | - | ---------------------------------------- | - | ------ | --------------------------------------------------------- |  | -------------------- | ----- |  | ------------ | ------ | - |  | - | ------- | -
|                                              |  | Three-month period ended September 30, 2004 |       
|                                              |  | IWOHoldings,Inc.(Parent)                    |        |   | IndependentWirelessOne Corp. (Guarantor) |   |        | IndependentWireless OneLeased RealtyCorp. (Non-guarantor) |  | ConsolidatingEntries |       |  | Consolidated |       
|                                              |  | (In thousands)                              |       
|Revenues                                      |  | $                                           |       |   |                                          | $ | 49,484 |                                                           |  | $                    | 3,838 |  | $            | (3,838 | ) |  | $ | 49,484  |  
|Operating expenses                            |  |                                             |       |   |                                          |   | 48,455 |                                                           |  |                      | 3,838 |  |              | (3,838 | ) |  |   | 48,455  |  
|                                              |  |                                             |        |   |                                          |   |        |                                                           |  |                      |       |  |              |        |   |  |   |         |  
|Operating income (loss)                       |  |                                             |       |   |                                          |   | 1,029  |                                                           |  |                      |      |  |              |       |   |  |   | 1,029   |  
|                                              |  |                                             |        |   |                                         
|Other income (expense), net                   |  |                                             | (6,059 | ) |                                          |   | (4,226 | )                                                         |  |                      |      |  |              |       |   |  |   | (10,285 | )
|                                              |  |                                             |        |   |                                         
|Equity in losses of wholly-owned subsidiaries |  |                                             | (3,197 | ) |                                          |   |       |                                                           |  |                      |      |  |              | 3,197  |   |  |   |        |  
|                                              |  |                                             |        |   |                                          |   |        |                                                           |  |                      |       |  |              |        |   |  |   |         |  
|Net loss                                      |  | $                                           | (9,256 | ) |                                          | $ | (3,197 | )                                                         |  | $                    |      |  | $            | 3,197  |   |  | $ | (9,256  | )
|                                              |  |                                             |        |   |                                          |   |        |                                                           |  |                      |       |  |              |        |   |  |   |         |  



Condensed Consolidating Statement of
Operations



|                                              |  |                                             |         |   |                                          |   |         |                                                           |  |                      |       |  |              |        |   |  |   |         |  
|--------------------------------------------- |  | ------------------------------------------- | ------- | - | ---------------------------------------- | - | ------- | --------------------------------------------------------- |  | -------------------- | ----- |  | ------------ | ------ | - |  | - | ------- | -
|                                              |  | Three-month period ended September 30, 2003 |        
|                                              |  | IWOHoldings,Inc.(Parent)                    |         |   | IndependentWirelessOne Corp. (Guarantor) |   |         | IndependentWireless OneLeased RealtyCorp. (Non-guarantor) |  | ConsolidatingEntries |       |  | Consolidated |       
|                                              |  | (In thousands)                              |        
|Revenues                                      |  | $                                           |        |   |                                          | $ | 46,169  |                                                           |  | $                    | 3,458 |  | $            | (3,458 | ) |  | $ | 46,169  |  
|Operating expenses                            |  |                                             |        |   |                                          |   | 52,967  |                                                           |  |                      | 3,458 |  |              | (3,458 | ) |  |   | 52,967  |  
|                                              |  |                                             |         |   |                                          |   |         |                                                           |  |                      |       |  |              |        |   |  |   |         |  
|Operating income (loss)                       |  |                                             |        |   |                                          |   | (6,798  | )                                                         |  |                      |      |  |              |       |   |  |   | (6,798  | )
|                                              |  |                                             |         |   |                                         
|Other income (expense), net                   |  |                                             | (5,900  | ) |                                          |   | (4,920  | )                                                         |  |                      |      |  |              |       |   |  |   | (10,820 | )
|                                              |  |                                             |         |   |                                         
|Equity in losses of wholly-owned subsidiaries |  |                                             | (11,718 | ) |                                          |   |        |                                                           |  |                      |      |  |              | 11,718 |   |  |   |        |  
|                                              |  |                                             |         |   |                                          |   |         |                                                           |  |                      |       |  |              |        |   |  |   |         |  
|Net loss                                      |  | $                                           | (17,618 | ) |                                          | $ | (11,718 | )                                                         |  | $                    |      |  | $            | 11,718 |   |  | $ | (17,618 | )
|                                              |  |                                             |         |   |                                          |   |         |                                                           |  |                      |       |  |              |        |   |  |   |         |  



13



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Condensed Consolidating Statement of Operations



|                                              |  |                                            |         |   |                                          |   |         |                                                           |  |                      |        |  |              |         |   |  |   |         |  
|--------------------------------------------- |  | ------------------------------------------ | ------- | - | ---------------------------------------- | - | ------- | --------------------------------------------------------- |  | -------------------- | ------ |  | ------------ | ------- | - |  | - | ------- | -
|                                              |  | Nine-month period ended September 30, 2004 |        
|                                              |  | IWOHoldings,Inc.(Parent)                   |         |   | IndependentWirelessOne Corp. (Guarantor) |   |         | IndependentWireless OneLeased RealtyCorp. (Non-guarantor) |  | ConsolidatingEntries |        |  | Consolidated |        
|                                              |  | (In thousands)                             |        
|Revenues                                      |  | $                                          |        |   |                                          | $ | 139,945 |                                                           |  | $                    | 11,424 |  | $            | (11,424 | ) |  | $ | 139,945 |  
|Operating expenses                            |  |                                            |        |   |                                          |   | 147,431 |                                                           |  |                      | 11,424 |  |              | (11,424 | ) |  |   | 147,431 |  
|                                              |  |                                            |         |   |                                          |   |         |                                                           |  |                      |        |  |              |         |   |  |   |         |  
|Operating income (loss)                       |  |                                            |        |   |                                          |   | (7,486  | )                                                         |  |                      |       |  |              |        |   |  |   | (7,486  | )
|                                              |  |                                            |         |   |                                         
|Other income (expense), net                   |  |                                            | (18,102 | ) |                                          |   | (10,660 | )                                                         |  |                      |       |  |              |        |   |  |   | (28,762 | )
|                                              |  |                                            |         |   |                                         
|Equity in losses of wholly-owned subsidiaries |  |                                            | (18,146 | ) |                                          |   |        |                                                           |  |                      |       |  |              | 18,146  |   |  |   |        |  
|                                              |  |                                            |         |   |                                          |   |         |                                                           |  |                      |        |  |              |         |   |  |   |         |  
|Net loss                                      |  | $                                          | (36,248 | ) |                                          | $ | (18,146 | )                                                         |  | $                    |       |  | $            | 18,146  |   |  | $ | (36,248 | )
|                                              |  |                                            |         |   |                                          |   |         |                                                           |  |                      |        |  |              |         |   |  |   |         |  



Condensed Consolidating Statement of
Operations



|                                              |  |                                            |         |   |                                          |   |         |                                                           |  |                      |        |  |              |         |   |  |   |         |  
|--------------------------------------------- |  | ------------------------------------------ | ------- | - | ---------------------------------------- | - | ------- | --------------------------------------------------------- |  | -------------------- | ------ |  | ------------ | ------- | - |  | - | ------- | -
|                                              |  | Nine-month period ended September 30, 2003 |        
|                                              |  | IWOHoldings,Inc.(Parent)                   |         |   | IndependentWirelessOne Corp. (Guarantor) |   |         | IndependentWireless OneLeased RealtyCorp. (Non-guarantor) |  | ConsolidatingEntries |        |  | Consolidated |        
|                                              |  | (In thousands)                             |        
|Revenues                                      |  | $                                          |        |   |                                          | $ | 127,802 |                                                           |  | $                    | 10,914 |  | $            | (10,914 | ) |  | $ | 127,802 |  
|Operating expenses                            |  |                                            |        |   |                                          |   | 171,299 |                                                           |  |                      | 10,914 |  |              | (10,914 | ) |  |   | 171,299 |  
|                                              |  |                                            |         |   |                                          |   |         |                                                           |  |                      |        |  |              |         |   |  |   |         |  
|Operating income (loss)                       |  |                                            |        |   |                                          |   | (43,497 | )                                                         |  |                      |       |  |              |        |   |  |   | (43,497 | )
|                                              |  |                                            |         |   |                                         
|Other income (expense), net                   |  |                                            | (17,486 | ) |                                          |   | (11,205 | )                                                         |  |                      |       |  |              |        |   |  |   | (28,691 | )
|                                              |  |                                            |         |   |                                         
|Equity in losses of wholly-owned subsidiaries |  |                                            | (54,702 | ) |                                          |   |        |                                                           |  |                      |       |  |              | 54,702  |   |  |   |        |  
|                                              |  |                                            |         |   |                                          |   |         |                                                           |  |                      |        |  |              |         |   |  |   |         |  
|Net loss                                      |  | $                                          | (72,188 | ) |                                          | $ | (54,702 | )                                                         |  | $                    |       |  | $            | 54,702  |   |  | $ | (72,188 | )
|                                              |  |                                            |         |   |                                          |   |         |                                                           |  |                      |        |  |              |         |   |  |   |         |  



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Condensed Consolidating Statement of Cash Flows



|                                                    |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  
|--------------------------------------------------- |  | ------------------------------------------ | ------- | - | ---------------------------------------- | - | ------ | --------------------------------------------------------- |  | -------------------- | - | ------------ | - | - |  | - | ------ | -
|                                                    |  | Nine-month period ended September 30, 2004 |        
|                                                    |  | IWOHoldings,Inc.(Parent)                   |         |   | IndependentWirelessOne Corp. (Guarantor) |   |        | IndependentWireless OneLeased RealtyCorp. (Non-guarantor) |  | ConsolidatingEntries |   | Consolidated |  
|                                                    |  | (In thousands)                             |        
|Cash flows from operating activities:               |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  
|Net cash provided by (used in) operating activities |  | $                                          | (11,160 | ) |                                          | $ | 6,032  |                                                           |  | $                    |  |              | $ |  |  | $ | (5,128 | )
|                                                    |  |                                            |         |   |                                         
|Cash flows from investing activities:               |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  
|Release of restricted cash                          |  |                                            | 11,160  |   |                                          |   | 8,119  |                                                           |  |                      |  |              |   |  |  |   | 19,279 |  
|Purchases of property and equipment                 |  |                                            |        |   |                                          |   | (7,419 | )                                                         |  |                      |  |              |   |  |  |   | (7,419 | )
|Proceeds from the sale of assets                    |  |                                            |        |   |                                          |   | 159    |                                                           |  |                      |  |              |   |  |  |   | 159    |  
|                                                    |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  
|Net cash provided by (used in) investing activities |  |                                            | 11,160  |   |                                          |   | 859    |                                                           |  |                      |  |              |   |  |  |   | 12,019 |  
|                                                    |  |                                            |         |   |                                         
|Cash flows from financing activities:               |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  
|Proceeds from long-term debt                        |  |                                            |        |   |                                          |   | 1,816  |                                                           |  |                      |  |              |   |  |  |   | 1,816  |  
|                                                    |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  
|Net cash provided by (used in) financing activities |  |                                            |        |   |                                          |   | 1,816  |                                                           |  |                      |  |              |   |  |  |   | 1,816  |  
|                                                    |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  
|Net increase in cash and cash equivalents           |  |                                            |        |   |                                          |   | 8,707  |                                                           |  |                      |  |              |   |  |  |   | 8,707  |  
|Cash and cash equivalents at beginning of period    |  |                                            |        |   |                                          |   | 32,337 |                                                           |  |                      |  |              |   |  |  |   | 32,337 |  
|                                                    |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  
|Cash and cash equivalents at end of period          |  | $                                          |        |   |                                          | $ | 41,044 |                                                           |  | $                    |  |              | $ |  |  | $ | 41,044 |  
|                                                    |  |                                            |         |   |                                          |   |        |                                                           |  |                      |   |              |   |   |  |   |        |  



Condensed Consolidating Statement of
Cash Flows



|                                                    |  |                                            |         |   |                                          |   |         |                                                           |  |                      |   |              |   |   |  |   |         |  
|--------------------------------------------------- |  | ------------------------------------------ | ------- | - | ---------------------------------------- | - | ------- | --------------------------------------------------------- |  | -------------------- | - | ------------ | - | - |  | - | ------- | -
|                                                    |  | Nine-month period ended September 30, 2003 |        
|                                                    |  | IWOHoldings,Inc.(Parent)                   |         |   | IndependentWirelessOne Corp. (Guarantor) |   |         | IndependentWireless OneLeased RealtyCorp. (Non-guarantor) |  | ConsolidatingEntries |   | Consolidated |  
|                                                    |  | (In thousands)                             |        
|Cash flows from operating activities:               |  |                                            |         |   |                                          |   |         |                                                           |  |                      |   |              |   |   |  |   |         |  
|Net cash provided by (used in) operating activities |  | $                                          | (21,924 | ) |                                          | $ | 3,854   |                                                           |  | $                    |  |              | $ |  |  | $ | (18,070 | )
|                                                    |  |                                            |         |   |                                         
|Cash flows from investing activities:               |  |                                            |         |   |                                          |   |         |                                                           |  |                      |   |              |   |   |  |   |         |  
|Release of restricted cash                          |  |                                            | 21,924  |   |                                          |   |        |                                                           |  |                      |  |              |   |  |  |   | 21,924  |  
|Purchases of property and equipment                 |  |                                            |        |   |                                          |   | (11,226 | )                                                         |  |                      |  |              |   |  |  |   | (11,226 | )
|Proceeds from the sale of assets                    |  |                                            |        |   |                                          |   |        |                                                           |  |                      |  |              |   |  |  |   |        |  
|                                                    |  |                                            |         |   |                                          |   |         |                                                           |  |                      |   |              |   |   |  |   |         |  
|Net cash provided by (used in) investing activities |  |                                            | 21,924  |   |                                          |   | (11,226 | )                                                         |  |                      |  |              |   |  |  |   | 10,698  |  
|                                                    |  |                                            |         |   |                                         
|Cash flows from financing activities:               |  |                                            |         |   |                                          |   |         |                                                           |  |                      |   |              |   |   |  |   |         |  
|                                                    |  |                                            |         |   |                                         
|Net cash provided by (used in) financing activities |  |                                            |        |   |                                          |   |        |                                                           |  |                      |  |              |   |  |  |   |        |  
|                                                    |  |                                            |         |   |                                          |   |         |                                                           |  |                      |   |              |   |   |  |   |         |  
|Net decrease in cash and cash equivalents           |  |                                            |        |   |                                          |   | (7,372  | )                                                         |  |                      |  |              |   |  |  |   | (7,372  | )
|Cash and cash equivalents at beginning of period    |  |                                            |        |   |                                          |   | 35,008  |                                                           |  |                      |  |              |   |  |  |   | 35,008  |  
|                                                    |  |                                            |         |   |                                          |   |         |                                                           |  |                      |   |              |   |   |  |   |         |  
|Cash and cash equivalents at end of period          |  | $                                          |        |   |                                          | $ | 27,636  |                                                           |  | $                    |  |              | $ |  |  | $ | 27,636  |  
|                                                    |  |                                            |         |   |                                          |   |         |                                                           |  |                      |   |              |   |   |  |   |         |  



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



This report contains forward-looking statements, which are statements about future business strategy, operations and capabilities, construction plan, construction
schedule, financial projections, plans and objectives of management, expected actions of third parties and other matters. Forward-looking statements often include words like believes, belief, expects, plans, anticipates, intends, projects,
estimates, may, might, would or similar words. Forward-looking statements speak only as of the date of this report. They involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. In
addition to the investment considerations described elsewhere, specific factors that might cause such a difference include, but are not limited to (i) our ability to integrate operations and finance future growth opportunities; (ii) our dependence
on Sprint PCS; (iii) our ability to expand our Sprint PCS network or to upgrade the Sprint PCS network to accommodate new technologies; (iv) limited operating history in the PCS market and anticipation of future losses; (v) potential fluctuations in
operating results; (vi) changes or advances in technology; (vii) changes in law or government regulation; (viii) competition in the industry and markets in which we operate; (ix) future acquisitions; (x) our ability to attract and retain skilled
personnel; (xi) our dependence on contractor and consultant services, network implementation and information technology support; (xii) our potential inability to expand the services and related products we provide in the event of substantial
increases in demand in excess of supply for network and handset equipment and related services and products; (xiii) the availability at acceptable terms of sufficient funds to pay for our business plans; (xiv) changes in labor, equipment and capital
costs; (xv) any inability to comply with the indentures that govern our senior notes or credit agreements; (xvi) changes in management; and (xvii) general economic and business conditions.



You should not rely too heavily on any forward-looking statement. We cannot assure you that
our forward-looking statements will prove to be correct. We have no obligation to update or revise publicly any forward-looking statement based on new information, future events or otherwise. This discussion should be read in conjunction with our
financial statements included in this report and with the financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K for IWO Holdings, Inc. for the year ended December 31,
2003 filed on March 2, 2004 with the Securities and Exchange Commission (SEC).



Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, activation fee revenues and related expense, determination of fair value of separate units for the
application of EITF 00-21, revenue recognition of contract cancellation and late fees, inventory reserves, intangible assets and contingencies. We base our estimates on our historical experience, the historical experience of Sprint PCS and the
historical experience of other Sprint PCS affiliates and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may vary from these estimates under different assumptions or conditions.



We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our consolidated financial statements.



Reliance on Sprint PCS Processing



We rely on Sprint PCS for much of our financial reporting information
including: revenues; commissions paid to national retailers; fees paid for customer care and billing; roaming revenue and roaming expense on the Sprint PCS and Sprint PCS affiliate network; and, the maintenance of accounts receivable, including cash
collections and the write off of customer balances that are not collectible and the accuracy of our accounts receivable balance. Where uncertainty exists regarding revenues, we do not record these revenues until substantive information has been
provided to ensure that such revenues have been earned. Based upon the timing of the information received from Sprint PCS, we make certain assumptions that the information is accurate and that it is consistent with historical trends. We also rely
upon the evaluation of internal controls as performed by auditors engaged by Sprint PCS that were performed in accordance with AICPA Statement on Auditing Standards (SAS) No. 70.



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Bad Debt Expense



We maintain allowances for doubtful accounts for estimated losses resulting from the inability of subscribers to make payments. If the
financial conditions of our subscribers deteriorate, resulting in the subscribers inability to make payments, additional allowances will be required.



We estimate our allowance by examining the components of our revenue. We establish a general reserve of all accounts receivable that are estimated to be uncollectible.
Our evaluation of the adequacy of these amounts includes our own historical experience and discussions with Sprint PCS and other Sprint PCS affiliates.



Revenue Recognition



We recognize only a portion of contract cancellation fees billed to subscribers that disconnect service prior to fulfilling the contractual length of service, as there is
significant uncertainty that all contract cancellation fees that are billed will be collected. We have very limited information at a detail level sufficient to perform our own evaluation and rely on information provided by Sprint PCS and other
Sprint PCS affiliates to make our estimates. If the collections on contract cancellation fees are less than that recognized, additional allowances may be required.



We recognize only a portion of late fees billed to subscribers that fail to pay their bills within the required payment period, as there is
no assurance that all late fees that are billed will be collected. We have very limited information at a detail level sufficient to perform our own evaluation and rely on information provided by Sprint PCS and other Sprint PCS affiliates to make our
estimates. If the collections on late fees are less than that recognized, additional allowances may be required.



For sales channels other than our retail outlets, we defer revenues collected for activation fees over the estimated life of the subscriber relationship, which we believe
to be up to 32 months, based upon our historical trends of average customer lives and discussions with Sprint PCS. For these same sales channels, we also defer an activation expense in an amount equal to the activation fee revenue and amortize this
expense in an amount equal to the activation fee revenue over the life of the subscriber relationship. If the estimated life of the subscriber relationship increases or decreases, the amounts of deferred revenue and deferred expense will be adjusted
over the revised estimated life of the subscriber relationship. For our retail sales channels, the sale of handsets and future service under contract are accounted for as separate units under EITF 00-21. As a result, the total consideration under
these arrangements, including any related activation fees, is allocated between these separate units based upon their relative fair values. The determination of fair values for these separate units can vary depending upon market conditions.



Inventory Reserves



We review our inventory semi-annually and write down our inventory for estimated
obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those
projected by management, additional inventory write-downs may be necessary.



Accrued Commissions



We accrue
commissions and other costs related to national retailers based upon their sales to new subscribers. The national retailers receive both a commission and, because the handset is typically sold below cost, a reimbursement for the difference between
the sales price and the cost. We base our accruals on information provided by Sprint PCS on subscriber additions and recognize that there are typically timing differences between the point of subscriber activation and the time that we are invoiced
for commissions by Sprint PCS. We periodically and annually evaluate the adequacy of our accruals through analysis of historical information and discussions with Sprint PCS. Depending on the level of sales and other factors, our estimates of the
amounts accrued for commissions and other costs owed to such retailers may require modification of our previous estimates.



Goodwill and Intangible Assets Impairment Analysis



We perform impairment tests of goodwill and indefinite lived assets as required by Statements of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets. The impairment analysis requires numerous



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subjective assumptions and estimates to determine fair value of the respective reporting units as required by FAS No.
142. Depending on level of sales, our liquidity and other factors, we may be required to recognize impairment charges in the future.



Overview



We are a wholly owned subsidiary of US Unwired Inc. (US Unwired), a network partner of Sprint PCS and have the exclusive right to provide digital PCS services
under the Sprint and Sprint PCS brand name to 6.3 million residents in all or portions of Massachusetts, New Hampshire, New York, Pennsylvania and Vermont.



Liquidity and Capital Resources



For a discussion on Liquidity, refer to Note 3 to our Condensed Consolidated Financial Statements that is included in this filing and which is incorporated by this
reference.



Cash Flows



Net cash used in operating activities during the nine-month period ended September 30, 2004
was $5.1 million. Net cash provided by investing activities during the nine-month period ended September 30, 2004 was $12.0 million and included $19.3 million in proceeds resulting from the release of restricted cash offset by $7.4 million for
capital expenditures. Net cash provided by financing activities during the nine-month period ended September 30, 2004 consisted of $1.8 million in proceeds from our secured bank credit facility.



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Performance Measurements and Metrics



The wireless telecommunications industry uses terms such as subscriber additions, average
revenue per user, churn and cost per gross addition as performance measurements or metrics. None of these terms are measures of financial performance under accounting principles generally accepted in the United States. When we use these terms, they
may not be comparable to similar terms used by other wireless telecommunications companies.



|                                    |  |                                       |         |   |                                      |   |         |      |  |   |         |   |  |   |         |  
|----------------------------------- |  | ------------------------------------- | ------- | - | ------------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                    |  | Three-month period endedSeptember 30, |         |   | Nine-month period endedSeptember 30, |  
|                                    |  | 2004                                  |         |   | 2003                                 |   |         | 2004 |  |   | 2003    |  
|Subscribers                         |  |                                       |         |   |                                      |   |         |      |  |   |         |   |  |   |         |  
|Gross Additions                     |  |                                       | 26,919  |   |                                      |   | 21,373  |      |  |   | 78,686  |   |  |   | 69,416  |  
|Net Additions                       |  |                                       | 4,721   |   |                                      |   | 610     |      |  |   | 15,747  |   |  |   | 9,801   |  
|Total Customers                     |  |                                       | 230,758 |   |                                      |   | 210,897 |      |  |   | 230,758 |   |  |   | 210,897 |  
|Churn, monthly                      |  |                                       | 3.0     | % |                                      |   | 3.0     | %    |  |   | 2.9     | % |  |   | 3.0     | %
|                                    |  |                                       |         |  
|Average Revenue Per User, Monthly   |  |                                       |         |   |                                      |   |         |      |  |   |         |   |  |   |         |  
|Including Roaming                   |  | $                                     | 68.69   |   |                                      | $ | 70.12   |      |  | $ | 66.25   |   |  | $ | 66.03   |  
|Without Roaming                     |  | $                                     | 52.95   |   |                                      | $ | 53.88   |      |  | $ | 52.04   |   |  | $ | 52.20   |  
|                                    |  |                                       |         |  
|Cost Per Gross Addition             |  | $                                     | 342     |   |                                      | $ | 418     |      |  | $ | 367     |   |  | $ | 379     |  
|                                    |  |                                       |         |  
|Reseller subscribers                |  |                                       | 71,193  |   |                                      |   | 24,325  |      |  |   | 71,193  |   |  |   | 24,325  |  
|                                    |  |                                       |         |  
|Average Monthly MOUs Per Subscriber |  |                                       |         |   |                                      |   |         |      |  |   |         |   |  |   |         |  
|Home                                |  |                                       | 586     |   |                                      |   | 480     |      |  |   | 547     |   |  |   | 469     |  
|Roaming off our Network             |  |                                       | 181     |   |                                      |   | 160     |      |  |   | 182     |   |  |   | 150     |  
|                                    |  |                                       |         |  
|System MOUs (Millions)              |  |                                       |         |   |                                      |   |         |      |  |   |         |   |  |   |         |  
|Subscriber                          |  |                                       | 401     |   |                                      |   | 304     |      |  |   | 1,098   |   |  |   | 870     |  
|Roaming                             |  |                                       | 206     |   |                                      |   | 147     |      |  |   | 535     |   |  |   | 356     |  
|                                    |  |                                       |         |  
|Licensed POPs (Millions)            |  |                                       | 6.3     |   |                                      |   | 6.3     |      |  |   | 6.3     |   |  |   | 6.3     |  
|Covered POPs (Millions)             |  |                                       | 4.8     |   |                                      |   | 4.7     |      |  |   | 4.8     |   |  |   | 4.7     |  
|Towers (owned and leased)           |  |                                       | 710     |   |                                      |   | 671     |      |  |   | 710     |   |  |   | 671     |  



Subscribers



We refer to our customers as subscribers.
Gross additions refer to the total number of new subscribers added during the period. Net subscribers refer to the total number of new subscriber additions during the period reduced by any subscribers that have cancelled or terminated their service
with us during this same period.



The number of gross and net additions
increased for the three and nine-month periods ended September 30, 2004 as compared to the three and nine-month periods ended September 30, 2003 primarily as a result of our continuing marketing efforts to attract new subscribers and retain existing
subscribers.



Churn



Churn is the monthly rate of customer turnover expressed as a percentage of our overall
average customers for the reporting period. Customer turnover includes both customers that elected voluntarily to not continue using our service and customers that were involuntarily terminated from using our service because of non-payment. Churn is
calculated by dividing the sum of (i) the number of customers that discontinue service; (ii) less those customers



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discontinuing their service within 30 days of their original activation date; and, (iii) adding back those customers that
reactivate their service, by our overall average customers for the reporting period; and dividing the result by the number of months in the period. Churn was comparable at 3.0% for the three-month periods ended September 30, 2004 and September 30,
2003. The decrease in churn for the nine-month period ended September 30, 2004 as compared to the nine-month period ended September 30, 2003 was primarily as a result of the our efforts to attract and retain subscribers in good credit standing,
therefore reducing involuntary churn.



Subscriber and Roaming Revenue



Subscriber revenue consists primarily
of a basic service plan (where the customer purchases a pre-allotted number of minutes for voice and/or data transmission); airtime (which consists of billings for minutes that either exceed or are not covered by the basic service plan); long
distance; and charges associated with travel outside our service area.



Roaming
revenue consists primarily of Sprint PCS travel revenue and foreign roaming revenue. Sprint PCS travel revenue is generated on a per minute basis when a Sprint PCS subscriber outside of our markets uses our service when traveling through our
markets. Sprint PCS travel expense is generated on a per minute basis when our subscribers travel outside our market area and use the Sprint PCS network. Historically, our Sprint PCS travel revenue exceeds our Sprint PCS travel expense. Foreign
roaming revenue is generated when a non-Sprint PCS customer uses our service when traveling through our markets.



Average Revenue per User



Average revenue per user (ARPU) is the average monthly service revenue per subscriber and is calculated by dividing total subscriber revenue for the period by
the average number of subscribers during the period. We present ARPU excluding and including roaming revenue.



The decrease in ARPU including roaming for the three-month period ended September 30, 2004 as compared to the three-month period ended September 30, 2003 was primarily as a result of a decrease in revenues related to
minutes over plan and a decrease in the reciprocal travel rate from $0.058 per minute in 2003 to $0.041 per minute in 2004 partially offset by an increase in data usage. The increase in for the nine-month period ended September 30, 2004 as compared
to the nine-month period ended September 30, 2003 was primarily as a result of the lower travel per minute rate offset by higher travel volume and an increase in data usage.



The decrease in ARPU excluding roaming for the three and nine-month periods ended September 30, 2004 compared to the three and nine-month
periods ended September 30, 2003 was primarily related to a decrease in revenues related to minutes over plan.



Cost per Gross Addition



Cost per gross addition (CPGA) summarizes the average cost to acquire new customers during the reporting period. CPGA is computed by adding sales and
marketing expenses and merchandise cost of sales and reducing the amount by the revenue from merchandise sales. The net amount is divided by the number of total new subscribers gross additions added for the period.



The decrease in CPGA for the three and nine-month periods ended September 30, 2004 as
compared to the three and nine-month periods ended September 30, 2003 was primarily as a result of an overall decrease selling and marketing expenses.



Average Monthly Minutes of Use per Subscriber



We calculate average monthly minutes of use (MOUs) per subscriber to provide us with an indication of the effectiveness of our basic service plans. We
calculate average monthly MOUs per subscriber by dividing total subscriber minutes with and without roaming by the average number of our subscribers. Our average subscriber MOUs with and without roaming are increasing primarily as a result of more
generous allotments in our basic service plans.



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Reseller Subscribers



We participate in a reseller program in our service area through Sprint PCS as part of the partnership between Sprint PCS and Virgin Mobile
USA, LLC (Virgin). The agreement allows Virgin to sell prepaid wireless services and pay us for use of our network on a per minute basis. The number of reseller subscribers increased for the three and nine-month periods ended September
30, 2004 as compared to the three and nine-month periods ended September 30, 2003 primarily as a result of marketing and sales efforts.



System Minutes of Use



System Minutes of Use (MOUs) provide an indication of total network (system) usage. We track and evaluate network usage for our subscribers as
well as other Sprint PCS, Sprint PCS affiliates and non-Sprint PCS subscribers using our network in order to assess network capacity. Our overall system minutes are increasing primarily as a result of increases to subscribers and increases in
minutes allotted to subscriber plans.



Resident Population/ Service Area



Our service area comprises a
population (Licensed POPs) of approximately 6.3 million residents. When we use the term Covered POPs, we refer to that portion of residents in our service area that have service available as a result of our network build out.
The number of people in our service area does not represent the number of Sprint PCS subscribers that we expect to have in our service area. The increase in Covered POPs is the result of additional cell site towers (towers) that either
we have constructed and own or where we have leased space on cell site towers owned by others.



Three-Month Period Ended September 30, 2004 Compared to the Three-Month Period Ended September 30, 2003



Revenues



|                    |  |                                       |        |      |   |       
|------------------- |  | ------------------------------------- | ------ | ---- | - | ------
|                    |  | Three-month period endedSeptember 30,
|                    |  | 2004                                  |        | 2003
|                    |  | (In thousands)                       
|Subscriber revenues |  | $                                     | 36,278 |      | $ | 34,042
|Roaming revenues    |  |                                       | 10,790 |      |   | 10,257
|Merchandise sales   |  |                                       | 2,320  |      |   | 1,750 
|Other revenues      |  |                                       | 96     |      |   | 120   
|                    |  |                                       |        |      |   |       
|Total revenues      |  | $                                     | 49,484 |      | $ | 46,169
|                    |  |                                       |        |      |   |       



Subscriber revenues



Total subscriber revenues were $36.2 million for
the three-month period ended September 30, 2004 as compared to $34.0 million for the three-month period ended September 30, 2003, representing an increase of $2.2 million and was primarily the result of an increase in the number of subscribers we
serve.



Roaming revenues



Roaming revenues were $10.8 million for the three-month period ended September 30, 2004 as
compared to $10.3 million for the three-month period ended September 30, 2003, representing an increase of $0.5 million and was primarily as a result of an increase of $2.1 million related to a higher volume of PCS subscribers traveling through our
service area, an increase of $0.6 million related to data travel and an increase of $0.7 million related to other network usage including Virgin, offset by a decrease of $2.9 million related to our decrease in the reciprocal roaming rate as
discussed in Subscriber and Roaming Revenue above.



Merchandise sales



Merchandise sales were $2.3 million for the
three-month period ended September 30, 2004 as compared to $1.8 million for the three-month period ended September 30, 2003, representing an increase of $0.5 million. The increase is primarily as a result of an increase in sales to new subscribers
and no longer discounting handset sales to local agents. The cost of handsets typically exceeds the amount received from our subscribers because we subsidize the price of handsets to remain competitive in the marketplace.



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##### Table of Contents

Operating Expenses



|                              |  |                                       |        |      |   |       
|----------------------------- |  | ------------------------------------- | ------ | ---- | - | ------
|                              |  | Three-month period endedSeptember 30,
|                              |  | 2004                                  |        | 2003
|                              |  | (In thousands)                       
|Cost of service               |  | $                                     | 25,613 |      | $ | 26,064
|Merchandise cost of sales     |  |                                       | 4,183  |      |   | 3,284 
|General and administrative    |  |                                       | 4,303  |      |   | 2,441 
|Sales and marketing           |  |                                       | 7,337  |      |   | 7,392 
|Depreciation and amortization |  |                                       | 7,019  |      |   | 13,786
|                              |  |                                       |        |      |   |       
|Total operating expenses      |  | $                                     | 48,455 |      | $ | 52,967
|                              |  |                                       |        |      |   |       



Cost
of service



Cost of service was $25.6 million for the three-month period ended
September 30, 2004 as compared to $26.1 million for the three-month period ended September 30, 2003, representing a decrease of $0.5 million that was primarily as a result of a decrease in roaming expense.



Merchandise cost of sales



Merchandise cost of sales was $4.2 million for the three-month period ended September 30,
2004 as compared to $3.3 million for the three-month period ended September 30, 2003, representing an increase of $0.9 million that was primarily as a result of the increase in sales to new subscribers. The cost of handsets typically exceeds the
amount received from our subscribers because we subsidize the price of handsets to remain competitive in the marketplace.



General and administrative expenses



General and administrative expenses were $4.3 million for the three-month period ended September 30, 2004 as compared to $2.4 million for the three-month period ended
September 30, 2003, representing an increase of $1.9 million and was primarily the result of a $1.3 million increase in restructuring related fees, $0.1 million in increased collection agency fees and an increase of $0.4 million related to
management fees.



Sales and marketing expenses



Sales and marketing expenses were comparable at $7.3 million for the
three-month period ended September 30, 2004 and $7.4 million for the three-month period ended September 30, 2003.



Depreciation and amortization expense



Depreciation and amortization expense was $7.0 million for the three-month period ended September 30, 2004 as compared to $13.8 million for the three-month period ended
September 30, 2003, representing a decrease of $6.8 million and was primarily the result of a $7.2 million decrease in amortization expense offset by a $0.4 million increase in depreciation expense. In March 2004, we completed the amortization of
the $57.5 million valuation placed on our subscriber base at the time of our April 1, 2002 acquisition by US Unwired. Property and equipment increased to $214.6 million at September 30, 2004 from $203.7 million at September 30, 2003, resulting in
the increased depreciation expense.



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##### Table of Contents

Other Income/(Expense)



|                    |  |                                       |         |   |      |   |         |  
|------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | -
|                    |  | Three-month period endedSeptember 30, |        
|                    |  | 2004                                  |         |   | 2003 |  
|                    |  | (In thousands)                        |        
|Interest expense    |  | $                                     | (10,341 | ) |      | $ | (10,953 | )
|Interest income     |  |                                       | 115     |   |      |   | 164     |  
|Loss on asset sale  |  |                                       | (59     | ) |      |   | (31     | )
|                    |  |                                       |         |   |      |   |         |  
|Total other expense |  | $                                     | (10,285 | ) |      | $ | (10,820 | )
|                    |  |                                       |         |   |      |   |         |  



Interest expense was $10.3 million for
the three-month period ended September 30, 2004 as compared to $11.0 million for the three-month period ended September 30, 2003, representing a decrease of $0.7 million. The decrease relates to the manner in which default interest was calculated.
Our outstanding debt was $354.8 million at September 30, 2004 as compared to $351.7 million at September 30, 2003. All loans under the senior secured credit facility, effective with the date of the default as discussed in Note 5 of the Notes to
Condensed Consolidated Financial Statements, bear interest at a rate of 4.25-4.75 percent above the agent banks prime rate.



Interest income was $0.1 million for the three-month period ended September 30, 2004 as compared to $0.2 million for the three-month period ended September 30, 2003,
representing a decrease of $0.1 million. The decrease was primarily the result of less cash and cash equivalents available for investment and a decrease in interest rates.



Nine-month Period Ended September 30, 2004 Compared to the Nine-month Period Ended September 30, 2003



Revenues



|                    |  |                                      |         |      |   |        
|------------------- |  | ------------------------------------ | ------- | ---- | - | -------
|                    |  | Nine-month period endedSeptember 30,
|                    |  | 2004                                 |         | 2003
|                    |  | (In thousands)                      
|Subscriber revenues |  | $                                    | 104,396 |      | $ | 96,785 
|Roaming revenues    |  |                                      | 28,504  |      |   | 25,641 
|Merchandise sales   |  |                                      | 6,774   |      |   | 4,979  
|Other revenues      |  |                                      | 271     |      |   | 397    
|                    |  |                                      |         |      |   |        
|Total revenues      |  | $                                    | 139,945 |      | $ | 127,802
|                    |  |                                      |         |      |   |        



Subscriber revenues



Total subscriber revenues were $104.4 million
for the nine-month period ended September 30, 2004 as compared to $96.8 million for the nine-month period ended September 30, 2003, representing an increase of $7.6 million and was primarily the result of an increase in the number of subscribers we
serve.



Roaming revenues



Roaming revenues were $28.5 million for the nine-month period ended September 30, 2004 as
compared to $25.6 million for the nine-month period ended September 30, 2003, representing an increase of $2.9 million and was primarily as a result of an increase of $6.4 million related to a higher volume of PCS subscribers traveling through our
service area, an increase of $1.6 million related to data travel and an increase of $2.8 million related to other network usage including Virgin, offset by a decrease of $7.9 million related to our decrease in the reciprocal roaming rate as
discussed in Subscriber and Roaming Revenue above.



Merchandise sales



Merchandise sales were $6.8 million for the
nine-month period ended September 30, 2004 as compared to $5.0 million for the nine-month period ended September 30, 2003, representing an increase of $1.8 million. The increase is primarily as a result of an increase in sales to new subscribers, no
longer discounting handset sales to local agents and our July 1, 2003 adoption of EITF 00-21 as discussed in Note 1 of the Notes to Condensed Consolidated Financial Statements. The cost of handsets typically exceeds the amount received from our
subscribers because we subsidize the price of handsets to remain competitive in the marketplace.



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##### Table of Contents

Operating Expenses



|                              |  |                                      |         |      |   |        
|----------------------------- |  | ------------------------------------ | ------- | ---- | - | -------
|                              |  | Nine-month period endedSeptember 30,
|                              |  | 2004                                 |         | 2003
|                              |  | (In thousands)                      
|Cost of service               |  | $                                    | 72,749  |      | $ | 77,581 
|Merchandise cost of sales     |  |                                      | 13,107  |      |   | 8,159  
|General and administrative    |  |                                      | 11,205  |      |   | 9,263  
|Sales and marketing           |  |                                      | 22,512  |      |   | 23,142 
|Depreciation and amortization |  |                                      | 27,858  |      |   | 40,751 
|Asset abandonment charge      |  |                                      |        |      |   | 12,403 
|                              |  |                                      |         |      |   |        
|Total operating expenses      |  | $                                    | 147,431 |      | $ | 171,299
|                              |  |                                      |         |      |   |        



Cost
of service



Cost of service was $72.7 million for the nine-month period ended
September 30, 2004 as compared to $77.6 million for the nine-month period ended September 30, 2003, representing a decrease of $4.9 million and was primarily the result of a $0.7 million decrease in bad debt expense related to our improvement in the
credit quality of our subscribers; a $1.0 million reduction in Sprint PCS service bureau fees that included a $2.1 million downward adjustment to charges previously invoiced; $0.9 million decreases in each of circuits and usage due to rate
negotiations and certain fees paid to agents related to product discounts; a $0.4 million reduction in property taxes related to reductions in tax assessments; and a $0.9 million decrease in travel expense.



Merchandise cost of sales



Merchandise cost of sales was $13.1 million for the nine-month period ended September 30,
2004 as compared to $8.2 million for the nine-month period ended September 30, 2003, representing an increase of $4.9 million that was primarily as a result of the increase in sales to new subscribers, a customer retention program of upgrading
handsets to existing subscribers in our retail outlets and our adoption of EITF 00-21as discussed above. The cost of handsets typically exceeds the amount received from our subscribers because we subsidize the price of handsets to remain competitive
in the marketplace.



General and
administrative expenses



General and administrative expenses were $11.2
million for the nine-month period ended September 30, 2004 as compared to $9.3 million for the nine-month period ended September 30, 2003, representing an increase of $1.9 million that was primarily as a result of increases in management fees of
$0.6 million, restructuring fees of $1.0 million and $0.3 million in collection agency fees.



Sales and marketing expenses



Sales and marketing expenses were $22.5 million for the nine-month period ended September 30, 2004 as compared to $23.1 million for the nine-month period ended September
30, 2003, representing a decrease of $0.6 million and was primarily the result of a $2.0 million decrease in advertising expense and a $0.5 million decrease in management fees, offset by a $1.9 million increase in commission payments and related
payments to independent agents.



Depreciation
and amortization expense



Depreciation and amortization expense was $27.9
million for the nine-month period ended September 30, 2004 as compared to $40.8 million for the nine-month period ended September 30, 2003, representing a decrease of $12.9 million and was primarily the result of a $14.4 million decrease in
amortization expense offset by a $1.5 million increase in depreciation expense. In March 2004, we completed the amortization of the $57.5 million valuation placed on our subscriber base at the time of our April 1, 2002 acquisition by US Unwired.
Property and equipment increased to $214.6 million at September 30, 2004 from $203.7 million at September 30, 2003, resulting in the increased depreciation expense.



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##### Table of Contents

Asset abandonment charge



In the nine-month period ended September 30, 2003, we recorded a $12.4 million write off of construction in progress and related lease
expense due to abandoned cell site construction.



Other Income/(Expense)



|                    |  |                                      |         |   |      |   |         |  
|------------------- |  | ------------------------------------ | ------- | - | ---- | - | ------- | -
|                    |  | Nine-month period endedSeptember 30, |        
|                    |  | 2004                                 |         |   | 2003 |  
|                    |  | (In thousands)                       |        
|Interest expense    |  | $                                    | (29,003 | ) |      | $ | (29,368 | )
|Interest income     |  |                                      | 325     |   |      |   | 708     |  
|Loss on asset sale  |  |                                      | (84     | ) |      |   | (31     | )
|                    |  |                                      |         |   |      |   |         |  
|Total other expense |  | $                                    | (28,762 | ) |      | $ | (28,691 | )
|                    |  |                                      |         |   |      |   |         |  



Interest expense was comparable at
$29.0 million for the nine-month period ended September 30, 2004 as compared to $29.4 million for the nine-month period ended September 30, 2003. Our outstanding debt was $354.8 million at September 30, 2004 as compared to $351.7 million at
September 30, 2003. All loans under the senior secured credit facility, effective with the date of the default as discussed in Note 5 of the Notes to the to the Condensed Consolidated Financial Statements, bear interest at a rate of 4.25-4.75
percent above the agent banks prime rate.



Interest income was $0.3
million for the nine-month period ended September 30, 2004 as compared to $0.7 million for the nine-month period ended September 30, 2003, representing a decrease of $0.4 million. The decrease was primarily the result of less cash and cash
equivalents available for investment and a decrease in interest rates.



Seasonality



Like the wireless communications
industry in general, there is an increase in subscriber additions in the fourth quarter due to the holiday season. A greater number of phones sold at holiday promotional prices causes our losses on merchandise sales to increase. Our sales and
marketing expenses also increase with holiday promotional activities. We generally have the weakest demand for new wireless services during the summer. We expect these trends to continue based on historical operating results.



Item 3. Quantitative and Qualitative Disclosures about Market Risk



We do not engage in derivatives or other financial instruments for trading, speculative or hedging purposes, though we may do so from time to time if such instruments are available to us on acceptable terms and
prevailing market conditions are accommodating. We have been subject to some interest rate risk on our senior secured borrowings and could be subject to interest rate risk on any future floating rate financing.



Our primary interest rate risk exposures relate to (i) the interest rate on long-term
borrowings; (ii) our ability to refinance our debt at maturity at market rates; and (iii) the impact of interest rate movements on our ability to meet interest expense requirements and financial covenants under our debt instruments.



Our fixed rate debt consists of the accreted carrying value of the IWO 14% Senior Notes due
January 15, 2011 ($139.8 million at September 30, 2004).



Our variable rate
debt consists of borrowings made under the IWO senior secured credit facility ($215.0 million at September 30, 2004). The IWO senior secured credit facility, which is in default as of September 30, 2004, bears interest at a default rate of 4.25-4.75
percent above the agent banks prime rate. For the three months ended September 30, 2004, the weighted average interest rate under the IWO senior secured credit facility was 7.2%.



A one percent increase (decrease) in the variable interest rate would result in a $2.2 million increase (decrease) in the related interest
expense on an average annual basis based upon borrowings outstanding at September 30, 2004.



The amounts discussed above for the IWO Senior Notes and the IWO senior secured credit facility are classified as current in the accompanying condensed balance sheets as a result of the events of default as discussed
in the Liquidity and Capital Resources section of our Managements Discussion and Analysis of Financial Condition and Results of Operations.



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##### Table of Contents

Item 4. Controls and Procedures



As of September 30,
2004, an evaluation was performed under the supervision and with the participation of the Companys management, including the CEO and CFO, of the effectiveness of the design and operation of the Companys disclosure controls and
procedures. Based on that evaluation, the Companys management, including the CEO and CFO, concluded that the Companys disclosure controls and procedures were effective as of September 30, 2004. There have been no changes in the
Companys internal control over financial reporting during the fiscal quarter ended September 30, 2004 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



Part II Other Information



Item 3. Defaults Upon Senior Securities



Since March
2004, Independent Wireless One Corporation, a wholly owned subsidiary of IWO, has failed to make $8.8 million in principal payments on its amended and restated secured credit facility (the IWO senior secured credit facility) under which
it may borrow up to $240 million in the aggregate consisting of up to $70 million in revolving loans and $170 million in term loans and was not in compliance with its restrictive covenants. As a result of the failure to make scheduled principal
payments and the covenant violations, the Company was in default of the IWO senior secured credit facility at September 30, 2004.



On July 15, 2004, IWO failed to make a scheduled interest payment of $11.2 million on the IWO senior notes and the holders of the IWO senior notes may declare IWO to be
in default. On September 22, 2004, IWO entered into an agreement with an ad hoc committee of IWO note holders owning approximately 68% of the IWO senior notes pursuant to which such holders agreed to, under certain circumstances, not take any action
to enforce their rights including accelerating the principal amount of the IWO senior notes resulting from IWOs failure to make the interest payment of $11.2 million due on the senior notes on July 15, 2004.



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##### Table of Contents

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



a. The following exhibits are filed as part of this report:



|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)(i)     |  | Amended and Restated Certificate of Incorporation of IWO Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Form 10-K of IWO Holdings, Inc. filed on September 30,
2003).                                                                                                                                                                                                                                                                                                                                                                                                         
|           | 
|(3)(ii)    |  | Bylaws of IWO Holdings, Inc., as amended. (incorporated by reference to Exhibit 3.2 to the Form 10-K of IWO Holdings, Inc. filed on September 30, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                       
|           | 
|(4)        |  | Indenture, dated as of February 2, 2001, among IWO Holdings, Inc., Independent Wireless One Corporation and Firstar Bank, N.A., as trustee for the Senior Notes (incorporated by reference to
Exhibit 4.1 to IWO Holdings, Inc.s and Independent Wireless One Corporations Registration Statement on Form S-4, Registration No. 333-58902, filed on April 13, 2001).                                                                                                                                                                                                                         
|           | 
|(4)(i)     |  | Forbearance agreement dated September 22, 2004 between IWO and certain beneficial owners of the IWO 14% Senior Notes due 2011. (Incorporated by reference to Exhibit (4)(i) to the Form 10-Q of
IWO Holding, Inc. filed on July 28, 2004).                                                                                                                                                                                                                                                                                                                                                     
|           | 
|(4)(i)(a)  |  | Amendment No. 1 to the Forbearance agreement dated September 22, 2004 between IWO and certain beneficial owners of the IWO 14% Senior Notes due 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|           | 
|(10)(i)(a) |  | Credit Agreement, dated as of December 20, 1999, among Independent Wireless One Corporation, as borrower, the lenders thereto from time to time, Chase Securities Inc., as book manager and
lead arranger, First Union National Bank and BNP Paribas (as successor in interest to Paribas), as senior managing agents, UBS AG, Stamford Branch, as documentation agent, and The Chase Manhattan Bank, as administrative agent (incorporated by
reference to Exhibit 10.27 to IWO Holdings, Inc.s Registration Statement on Form S-1, Registration No. 333-39746, filed on September 21, 2000).
|           | 
|(10)(i)(b) |  | Amendment No. 1, dated as of September 30, 2000, to the Credit Agreement (incorporated by reference to Exhibit 10.6.2 to IWO Holdings, Inc.s and Independent Wireless One
Corporations Registration Statement on Form S-4, Registration No. 333-58902, filed on April 13, 2001).                                                                                                                                                                                                                                                                                                             
|           | 
|(10)(i)(c) |  | Amendment No. 2, dated as of December 8, 2000, to the Credit Agreement (incorporated by reference to Exhibit 10.6.3 to IWO Holdings, Inc.s and Independent Wireless One
Corporations Registration Statement on Form S-4, Registration No. 333-58902, filed on April 13, 2001).                                                                                                                                                                                                                                                                                                               
|           | 
|(10)(i)(c) |  | Management Agreement, dated as of April 1, 2004, by and among US Unwired Inc., IWO Holdings, Inc., Independent Wireless One Corporation, and Independent Wireless One Leased Realty Corporation
(incorporated by reference to Exhibit (10)(i)(c) to the Form 10-Q of IWO Holdings, Inc. file on July 28, 2004).                                                                                                                                                                                                                                                                                
|           | 
|(31.1)     |  | Certification by President and Chief Executive Officer filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|           | 
|(31.2)     |  | Certification by Chief Financial Officer filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|           | 
|(32.1)     |  | Certification by President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|           | 
|(32.2)     |  | Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



b.
Reports on Form 8-K



None



SIGNATURES



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



|                 |  |                    |  |                        
|---------------- |  | ------------------ |  | -----------------------
|November 1, 2004 |  | IWO HOLDINGS, INC.
|                 |  |                   
|                 |  | By:                |  | /s/ Jerry E. Vaughn    
|                 |  |                    |  | Jerry E. Vaughn        
|                 |  |                    |  | Chief Financial Officer



27