<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q



[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
     OR
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[_]  EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO
     ________________.


Commission file number ...000-22003...

                                US UNWIRED INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Louisiana                                      72-1457316
------------------------------------         -----------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

        901 Lakeshore Drive
      Lake Charles, Louisiana                               70602
------------------------------------         -----------------------------------
(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)

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 ... No. ....

There were 27,411,540 shares of class A common stock, $0.01 par value per share,
and 56,900,144 shares of class B common stock, $0.01 par value per share,
outstanding at October 31, 2001.

                                       1
<PAGE>

Part I    Financial Information
                                                                           Page
                                                                           ----
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................................      9

Part II   OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K..............................     17

Signatures..............................................................     18

                                       2
<PAGE>

Part I    Financial Information
Item 1.   Financial Statements

US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

<TABLE>
<CAPTION>
                                                   September 30,   December 31,
                                                   -------------   ------------
                                                            2001           2000
                                                            ----           ----
                                                     (Unaudited)       (Note 1)
<S>                                                <C>             <C>
                      Assets
                      ------
Current assets:
     Cash and cash equivalents                         $ 129,480       $ 15,136
     Marketable securities                                   ---        165,438
     Subscriber receivables, net                           7,094          8,825
     Other receivables                                    19,039          5,195
     Inventory                                             6,858          4,517
     Prepaids and other current assets                     9,242          3,379
     Receivables from related parties                        950          1,347
     Receivables from officers                               138            109
                                                       ---------       --------

     Total current assets                                172,801        203,946

Property and equipment, net                              240,269        212,382
Deferred financing costs, net                             10,651         11,511
Licenses, net                                             11,324         11,208
Goodwill and subscriber base                              34,951          8,508
Other assets                                               6,322          9,425
                                                       ---------       --------

Total assets                                           $ 476,318       $456,980
                                                       =========       ========
       Liabilities and stockholders' equity
       ------------------------------------
Current liabilities:
     Accounts payable                                  $  16,193       $ 20,227
     Accrued expenses                                     26,715         11,575
     Payable to related party                                ---            549
     Current maturities of long term obligations             687            690
                                                       ---------       --------

     Total current liabilities                            43,595         33,041

Long term obligations, net of current maturities         329,873        304,843
Deferred gain and other noncurrent liabilities            35,487         16,531
Investments in and advances to unconsolidated affiliates   3,695          2,511

Stockholders' equity:
     Common stock                                            842            790
     Additional paid in capital                          183,592        147,870
     Accumulated other comprehensive income                  ---          1,276
     Retained deficit                                   (120,766)       (49,882)
                                                       ---------       --------
     Total stockholders' equity                           63,668        100,054
                                                       ---------       --------

     Total liabilities and stockholders' equity        $ 476,318       $456,980
                                                       =========       ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

<TABLE>
<CAPTION>
                                                        For the three months ended       For the nine months ended
                                                               September 30,                   September 30,
                                                              2001       2000                  2001       2000
                                                            --------   --------              --------   --------
<S>                                                         <C>        <C>                 <C>         <C>
Revenues:
     Subscriber                                             $ 39,910   $ 17,777              $100,662  $  47,940
     Roaming                                                  26,016      7,894                60,963     17,722
     Merchandise sales                                         4,322      2,470                12,345      7,719
     Other revenue                                             1,110      1,158                 3,962      3,786
                                                            --------   --------              --------  ---------

     Total revenue                                            71,358     29,299               177,932     77,167

Expense:
     Cost of service                                          30,273     13,021                77,320     30,453
     Merchandise cost of sales                                 7,080      5,034                22,954     15,628
     General and administrative                               14,189      7,498                37,730     22,885
     Sales and marketing                                      18,374      8,739                48,838     20,939
     Non-cash stock compensation                               1,089      1,145                 3,721      4,002
     Depreciation and amortization                            12,318     11,312                42,339     28,182
                                                            --------   --------              --------  ---------
     Total operating expense                                  83,323     46,749               232,902    122,089
                                                            --------   --------              --------  ---------
Operating loss                                               (11,965)   (17,450)              (54,970)   (44,922)

Other income (expense):
     Interest expense, net                                    (8,521)    (5,635)              (23,265)   (17,148)
     Gain on sale of assets                                      401        172                 8,620      4,992
                                                            --------   --------              --------  ---------
     Total other expense                                      (8,120)    (5,463)              (14,645)   (12,156)
                                                            --------   --------              --------  ---------
Loss before extraordinary item, minority interest,
     income taxes and equity in in income (losses)
     of unconsolidated affiliates                            (20,085)   (22,913)              (69,615)   (57,078)
Income tax benefit                                               ---        ---                   ---      4,322
                                                            --------   --------              --------  ---------
Loss before extraordinary item, minority interest
     and equity in income (losses) of unconsolidated
     affiliates                                              (20,085)   (22,913)              (69,615)   (52,756)

Minority interest in losses of subsidiaries                      ---        523                   ---      1,255
Equity in income (losses) of unconsolidated affiliates        (1,560)       291                (2,430)       847
                                                            --------   --------              --------  ---------
Loss from continuing operations                              (21,645)   (22,099)              (72,045)   (50,654)
Gain on disposal of discontinued operations                      ---        ---                   ---      6,483
                                                            --------   --------              --------  ---------
Loss before extraordinary item                               (21,645)   (22,099)              (72,045)   (44,171)
Extraordinary item - early extinguishment of debt                ---        ---                   ---       (238)
                                                            --------   --------              --------  ---------
Net loss                                                     (21,645)   (22,099)              (72,045)   (44,409)
Preferred stock dividend                                         ---        ---                   ---     (5,000)
                                                            --------   --------              --------  ---------
Net loss available to common shareholders                   $(21,645)  $(22,099)             $(72,045) $ (49,409)
                                                            ========   ========              ========  =========

Basic and diluted loss per share:
     Continuing operations                                  $  (0.26)  $  (0.28)             $  (0.87) $   (0.80)
     Discontinued operations                                     ---        ---                   ---       0.09
     Extraordinary loss                                          ---        ---                   ---        ---
                                                            --------   --------              --------   --------
                                                            $  (0.26)  $  (0.28)             $  (0.87) $   (0.71)
                                                            ========   ========              ========   ========
Weighted average outstanding common shares                    84,150     79,009                83,230     69,349
                                                            ========   ========              ========   ========
</TABLE>

     See accompanying notes to condensed financial statements

                                       4
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                                 For nine months ended September 30,
                                                                                                       2001              2000
                                                                                                       ----              ----
<S>                                                                                              <C>                <C>
                                        Cash flows from operating activities
                                        ------------------------------------
Net cash provided by (used in) operating activities                                                $(20,547)        $   5,726

                                        Cash flows from investing activities
                                        ------------------------------------

Investments in unconsolidated affiliates                                                               (527)             (381)
Distributions from unconsolidated affiliates                                                            ---               391
Payments for the purchase of equipment                                                              (80,347)         (102,417)
Sale of marketable securities                                                                       176,705           136,888
Purchase of marketable securities                                                                   (12,544)         (119,281)
Payments for microwave relocation                                                                      (638)           (2,628)
Proceeds from the sale of assets                                                                     44,924               261
Proceeds from restricted cash                                                                         5,753               ---
Net proceeds from discontinued operations                                                               ---            11,522
Discontinued operations                                                                                 ---            (1,406)
                                                                                                  ---------         ---------
Net cash provided by (used in) investing activities                                                 133,326           (77,051)

                                        Cash flows from financing activities
                                        ------------------------------------
Debt issuance costs                                                                                    (149)             (241)
Equity issuance costs                                                                                   ---            (7,379)
Proceeds from stock options exercised                                                                 1,392               ---
Proceeds from long-term debt                                                                          1,822             2,815
Proceeds from equity offering                                                                           ---            88,000
Proceeds from preferred stock                                                                           ---             5,000
Principal payments of long-term debt                                                                 (1,500)          (14,165)
Discontinued operations                                                                                ----             1,563
                                                                                                  ---------         ---------
Net cash provided by financing activities                                                             1,565            75,593
                                                                                                  ---------         ---------

Net increase in cash and cash equivalents                                                           114,344             4,268

Cash and cash equivalents at beginning of period                                                     15,136            14,695
                                                                                                  ---------         ---------

Cash and cash equivalents at end of period                                                        $ 129,480         $  18,963
                                                                                                  =========         =========

</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(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, 2001 are not necessarily indicative of the
    results that may be expected for the year ending December 31, 2001.

    The condensed consolidated balance sheet at December 31, 2000 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 US Unwired Inc. for the year ended December
    31, 2000, filed on March 26, 2001 with the Securities and Exchange
    Commission.

2.  Description of the Organization

    US Unwired Inc. ("the Company") is principally engaged in the ownership and
    operation of wireless communications systems, consisting of personal
    communications systems ("PCS"), cellular and paging communication systems
    throughout the Gulf Coast region of the United States.

    On February 28, 2001, the Company acquired the remaining 20% minority
    interests in its consolidated subsidiary Texas Unwired, a Louisiana general
    partnership ("Texas Unwired") from unaffiliated third parties for 307,664
    shares of its Class A common stock. The market value of this Class A common
    stock at the date of acquisition was approximately $2.4 million.

    On February 28, 2001, the Company acquired the remaining 6.14% minority
    interest in its consolidated subsidiary Louisiana Unwired LLC ("LA Unwired")
    for 4,634,842 shares of the Company's Class A common stock from Cameron
    Communications Corporation ("Cameron"). The market value of this Class A
    common stock at the date of acquisition was approximately $36.5 million.

    Each of the above acquisitions of minority interests has been accounted for
    using the purchase method of accounting. The excess of the consideration
    provided over the relative fair value of the assets acquired has been
    allocated to intangible assets, principally goodwill. As a result of these
    acquisitions of minority interests, LA Unwired and Texas Unwired are now
    wholly owned subsidiaries of the Company.

                                       6
<PAGE>

3. Property and Equipment

   Major categories of property and equipment were:

                                               September 30,       December 31,
                                                        2001               2000
                                                        ----               ----
                                                          (In thousands)
   Land                                             $    671            $  1,061
   Buildings and leasehold improvements               10,172               7,042
   Facilities and equipment                          311,010             257,923
   Office equipment and vehicles                       6,146               4,319
   Construction in progress                           18,586              15,463
                                                    --------            --------
                                                     346,585             285,808
   Less accumulated depreciation and amortization    106,316              73,426
                                                    --------            --------

                                                    $240,269            $212,382
                                                    ========            ========

4. Long-Term Obligations

   Long-term obligations consisted of the following:

                                                   September 30,    December 31,
                                                            2001            2000
                                                            ----            ----
                                                              (In thousands)
   Debt outstanding under senior credit facilities:
     Senior subordinated discount notes                 $268,391        $243,686
     Bank and other financing                             54,375          52,667
     Capital leases                                        7,794           8,093
     FCC debt                                                ---           1,087
                                                        --------        --------
   Total long-term obligations                           330,560         305,533
   Less current maturities                                   687             690
                                                        --------        --------
   Long-term obligations, excluding current maturities  $329,873        $304,843
                                                        ========        ========

   On October 29, 1999, the Company issued $400 million in aggregate principal
   amount of its 13 3/8% Senior Subordinated Discount Notes due November 1, 2009
   ("the Notes"). The Notes were issued at a substantial discount such that the
   Company received gross proceeds of approximately $209.2 million. The Notes
   increase in value daily, compounded twice per year, at the rate of 13 3/8%
   per year until November 1, 2004. On that date, the value of the Notes will be
   equal to the face amount of the Notes and interest will begin to accrue at
   the rate of 13 3/8% per year. The Company will be required to pay the accrued
   interest beginning May 1, 2005, and on each November 1 and May 1 thereafter.
   The Notes are a general unsecured obligation of the Company, except for the
   limited security provided by a pledge of its interest in Texas Unwired by LA
   Unwired. The Notes rank junior to all existing and future senior debt of the
   Company and equal in right of payment of any future senior subordinated
   indebtedness of the Company.

   The Notes are fully, unconditionally, and joint and severally guaranteed by
   each of LA Unwired and Unwired Telecom Corp. ("Unwired Telecom"), wholly
   owned subsidiaries of the Company. Each of the guarantees is a general
   unsecured obligation of the guarantor. Each of the guarantees ranks equally
   in right of payment with the guarantor's future senior subordinated
   indebtedness and is subordinated in right of payment to all existing and
   future senior debt of the guarantor.

   Effective October 1, 1999, the Company entered into a $130 million senior
   credit facility. It provides for an $80 million reducing revolving credit
   facility that matures on September 30, 2007 and a $50 million delay draw term
   loan that matures on September 30, 2007. The reducing revolver is permanently
   reduced in quarterly installments beginning June 2002 in amounts that vary
   between $1.3 million and $6.0 million. The term loan will be amortized in
   quarterly installments beginning on June 30, 2003, in amounts that vary
   between $1.3 million and $3.8 million. All loans made under the senior credit
   facility bear interest at variable rates tied to the

                                       7
<PAGE>

   prime rate, the federal funds rate or LIBOR. At September 30, 2001, there was
   $50.0 million outstanding under this senior credit facility.

   The senior credit facility requires the Company to pay an annual commitment
   fee ranging from 1.5% to 1% of the unused commitment. It is guaranteed by a
   fully secured guarantee from each of LA Unwired and Unwired Telecom and an
   unsecured partial guarantee from Lucent Technologies, Inc. in the amount of
   up to $43.3 million available for principal, together with one-third of
   accrued interest and other applicable fees (but excluding prepayment
   premiums). It is secured by a first priority security interest in all
   tangible and intangible assets of the Company (other than the corporate
   headquarters building), LA Unwired and Unwired Telecom (including the owned
   PCS licenses, to the extent legally permitted); a pledge by the Company of
   its ownership interest in LA Unwired, and Texas Unwired; and an assignment by
   LA Unwired of all Sprint PCS agreements and any network contract, including
   software rights. Additionally, the senior credit facility is subject to
   certain restrictive covenants. As of September 30, 2001, the Company was in
   compliance with these restrictive covenants.

5. Business Combinations, Goodwill and Other Intangible Assets

   In June 2001, the Financial Accounting Standards Board issued Statements of
   Financial Accounting Standards No. 141, Business Combinations, and No. 142,
   Goodwill and Other Intangible Assets, effective for years beginning after
   December 15, 2001. Under the new rules, goodwill and intangible assets deemed
   to have indefinite lives will no longer be amortized but will be subject to
   annual impairment tests in accordance with the Statement. Other intangible
   assets will continue to be amortized over their useful lives.

   The Company will apply these new rules on accounting for goodwill and other
   intangible assets beginning in the first quarter of 2002. Application of the
   non-amortization provisions of the statement is expected to result in a
   decrease in amortization expense of approximately $4.4 million in 2002.
   During 2002, the Company will perform the first of the required impairment
   tests of goodwill and indefinite lived assets as of January 1, 2002 and has
   not yet determined what the effect of these tests will be on the earnings and
   financial position of the Company.

6. Changes in Accounting Estimate

   Effective July 1, 2001, the Company revised its estimated lives for certain
   depreciable assets that resulted in a $4.6 million reduction in depreciation
   expense for the three months ended September 30, 2001. The estimated lives of
   network switch equipment was increased from five to seven years, cell site
   towers from five to 10 years and related cell site equipment from five to
   seven years. The Company revised these estimates after considering the impact
   of certain upgrades to its network that management believes extends the
   useful lives of these assets.

   Effective July 1, 2001, the Company revised its estimated lives for deferred
   activation fee revenue and deferred activation expense in accordance with its
   internal policy of conducting this review annually in the third quarter. As a
   result of this review, the Company has revised the estimated customer life
   from 30 months to 15-24 months. This change resulted in an increase during
   the quarter in recognition of deferred activation revenue of approximately
   $750,000 and an increase in recognition of deferred activation expense of
   approximately $750,000. The Company defers activation expense only to the
   extent of the deferred activation fee revenues. It is the Company's policy to
   defer both revenue for activation fees and the direct expense of acquiring
   the customer in equal amounts and amortize these amounts on a straight-line
   basis over the estimated customer life.

7. Commitments and Contingencies

   The Company's PCS licenses are subject to a requirement that the Company
   construct network facilities that offer coverage to 25% of the population or
   have substantial service in each of its

                                       8
<PAGE>

   Business Trading Areas ("BTAs") within five years from the grant of the
   licenses. As of September 30, 2001, management believes Sprint PCS has met
   the requirements necessary for the licenses that the Company operates for
   Sprint PCS under the Sprint PCS management agreements. Management also
   believes that it will meet the requirements for all other PCS licenses by the
   required date in April 2002.

   During the nine months ended September 30, 2001, the Company sold 141 of its
   wireless communication towers and related ground leasehold rights and other
   assets (collectively, "towers") for gross proceeds of approximately $44.1
   million. Concurrent with these sales, the Company entered into operating
   leases for a portion of the antenna space on the sold towers from the buyer
   for an initial term of 10 years, renewable at the option of the Company for
   three additional five-year terms at an initial rental of approximately $2.5
   million per year, increasing each year by 4% of the previous year's rental.
   The Company recognized a gain of approximately $8.2 million at the date of
   the sale and recorded a deferred gain of approximately $18.2 million that
   will be recognized ratably over the initial 10-year term of the operating
   lease.

8. 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. For the year
   ending December 31, 2001, management currently estimates that a valuation
   allowance will be provided for the expected loss to be incurred.

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

The following discussion is intended to facilitate an understanding and
assessment of significant changes and trends related to the financial condition
and results of operations of US Unwired Inc. ("the Company" or "we", "us" or
"our"). 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 that are included in the Form 10-K for US Unwired Inc. for the year
ended December 31, 2000, filed on March 26, 2001 with the Securities and
Exchange Commission ("SEC").

Statements herein include forward-looking statements about our current and
future business, operations and other matters.  They often include the words
"believes," "expects," "plans," "anticipates," "intends," "projects" or similar
words.  These statements speak only as of the date made, are not guarantees of
future performance, and involve known and unknown risks and other factors that
could cause actual results to be materially different from any future results
expressed or implied by them.  Some of these factors, many of which are outside
our control, include:  our dependence on our affiliation with Sprint PCS,
availability of infrastructure and subscriber equipment, availability at
acceptable terms of sufficient funds to pay for our business plan, competition,
changes in labor, equipment and capital costs, ability to obtain required
regulatory approvals, market and technology changes, ability to comply with our
credit agreements, changes in management, ability to attract and retain
qualified employees, future acquisitions, and general economic and business
conditions.  One should not rely too heavily on any forward-looking statement.
For a detailed discussion of these and other cautionary statements and factors,
see the Company's filings with the SEC, especially in the "risk factors" section
of its Form 10-K filing with the SEC.

Overview

Through our subsidiaries, Louisiana Unwired, LLC ("LA Unwired") and Texas
Unwired, a Louisiana general partnership ("Texas Unwired"), we provide wireless
personal communication services, commonly referred to as PCS, in eastern Texas,
southern Oklahoma, southern Arkansas, significant portions of Louisiana, Alabama
and Mississippi, the Florida panhandle and southern Tennessee.  We

                                       9
<PAGE>

are a network partner of Sprint PCS, the personal communications services group
of Sprint Corporation. Sprint PCS, directly and through affiliates like us,
provides wireless services in more than 4,000 cities and communities across the
country. We have the exclusive right to provide digital PCS services under the
Sprint(R) and Sprint PCS(R) brand names in a service area comprising
approximately 9.8 million residents. Our service area is among the largest in
population and subscribers of the Sprint PCS network partners and is contiguous
with Sprint PCS's launched markets of Houston, Dallas, Little Rock, New Orleans,
Birmingham, Tallahassee and Memphis.

We currently provide Sprint PCS service to all 41 of our geographical areas,
known as Basic Trading Areas ("BTAs" or "markets").  A market is a geographical
area in which we operate, and, in total, our service area consists of 41
markets.   We have completed the initial network build out plan for our 41
markets and have met the Sprint PCS management agreement requirement of
providing network coverage to 65% of the resident population in our service
area.  We are continuing to expand our service by upgrading network equipment
and adding cell sites in certain markets that we believe will help us provide
better service.  Since June 30, 2001 we have increased our network coverage by
over 300,000 residents and our network covered approximately 6.7 million
residents out of approximately 9.8 million total residents in our 41 markets.
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.

We have added 35,100 PCS subscribers since June 30, 2001 and as of September 30,
2001 had approximately 236,000 PCS subscribers within our launched 41 PCS
markets.

In addition, the Company provides cellular and paging services in parts of
Louisiana through its wholly owned subsidiary, Unwired Telecom Corp. ("Unwired
Telecom").  As of September 30, 2001, we had approximately 37,100 cellular and
15,100 paging subscribers.

We have experienced significant competition in our cellular markets from digital
technologies that has resulted in an erosion of our cellular and paging customer
base. In an effort to revitalize this part of our operation, we elected to
enhance our cellular network to include TDMA digital technology.  TDMA is one of
three digital technologies in the United States and each uses a different
digital language to send calls.  Several providers, such as AT&T Wireless,
Dobson Communications, Century Telephone Enterprises and Triton PCS, have chosen
TDMA.  In August 2001, we completed the upgrade of our cellular network to
include TDMA digital and  expanded service to our cellular subscribers to now
include voice mail notification, caller identification and text messaging.  We
anticipate this upgrade will make us more competitive and provide increased
service and roaming capacity.

In October 2000, we amended our management agreements with Sprint PCS.
Effective June 2001, Sprint PCS began providing billing and customer care
services for new PCS subscribers added in certain markets where we had
previously provided these services.  We migrated a substantial portion of our
customer base to Sprint PCS' billing and customer care platform in August 2001
and anticipate completing this process by March 2002.  As a part of the
amendment, Sprint PCS has also agreed to not change the reciprocal Sprint
roaming rate of $.20 per minute through December 2002 for Sprint PCS
subscribers.

We are now dependent on Sprint PCS for the reporting of a significant portion of
our PCS service and travel revenues and certain operating, selling and
administrative expenses and are required to make estimates based upon this
information.  We continue to work with Sprint PCS to ensure the information is
timely and accurate and that adjustments, if any, are recorded in the proper
accounting period.

Seasonality

Like the wireless communications industry in general, our subscribers increase
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 increase also with holiday
promotional activities.  During the summer months, we experience a higher volume
of roaming as

                                       10
<PAGE>

Sprint PCS and Sprint PCS affiliates travel through our service area. We expect
these trends to continue based on historical operating results.

Results of Operations

Three and Nine Month Periods Ended September 30, 2001 Compared to Three Month
and Nine Month Periods Ended September 30, 2000

Revenues

<TABLE>
<CAPTION>
                             For the three months ended   For the nine months ended
                                   September 30,               September 30,
                                   2001       2000            2001       2000
                                   ----       ----            ----       ----
<S>                        <C>           <C>             <C>          <C>
Revenues:
   Subscriber                   $39,910    $17,777        $100,662    $47,940
   Roaming                       26,016      7,894          60,963     17,722
   Merchandise sales              4,322      2,470          12,345      7,719
   Other revenue                  1,110      1,158           3,962      3,786
                                -------    -------        --------    -------
   Total revenue                $71,358    $29,299        $177,932    $77,167
                                =======    =======        ========    =======
</TABLE>

Subscriber revenues

Total subscriber revenues were $39.9 million for the three-month period ended
September 30, 2001 as compared to $17.8 million for the three-month period ended
September 30, 2000, representing an increase of $22.1 million.  PCS subscriber
revenues were $35.9 million for the three-month period ended September 30, 2001
as compared to $12.0 million for the three-month period ended September 30,
2000, representing an increase of $23.9 million that was primarily the result of
an increase in PCS subscribers to 236,000 at September 30, 2001 from 91,100 at
September 30, 2000.  Cellular and paging subscriber revenues were $4.0 million
for the three-month period ended September 30, 2001 as compared to $5.8 million
for the three-month period ended September 30, 2000, representing a $1.8 million
decrease that was primarily the result of a decrease to 52,100 cellular and
paging subscribers at September 30, 2001 from 73,400 cellular and paging
subscribers at September 30, 2000.

Total subscriber revenues were $100.7 million for the nine-month period ended
September 30, 2001 as compared to $47.9 million for the nine-month period ended
September 30, 2000, representing an increase of $52.8 million.  PCS subscriber
revenues were $87.2 million for the nine-month period ended September 30, 2001
as compared to $29.9 million for the nine-month period ended September 30, 2000,
representing an increase of $57.3 million that was primarily the result of an
increase in PCS subscribers to 236,000 at September 30, 2001 from 91,100 at
September 30, 2000.  Cellular and paging subscriber revenues were $13.5 million
for the nine-month period ended September 30, 2001 as compared to $18.0 million
for the nine-month period ended September 30, 2000, representing a $4.5 million
decrease that was primarily the result of a decrease to 52,100 cellular and
paging subscribers at September 30, 2001 from 73,400 cellular and paging
subscribers at September 30, 2000.

Roaming revenues

Roaming revenues were $26.1 million for the three-month period ended September
30, 2001 as compared to $7.9 million for the three-month period ended September
30, 2000, representing an increase of  $18.2 million.  PCS roaming revenues were
$22.9 million for the three-month period ended September 30, 2001 as compared to
$5.8 million for the three-month period ended September 30, 2000, representing
an increase of $17.1 million that was primarily the result of a higher volume of
Sprint PCS(R) subscribers traveling through our markets and the expansion of our
network coverage.  We operated 41 PCS markets at September 30, 2001 as compared
to 28 PCS markets at September 30, 2000. Cellular roaming revenues were $3.2
million for the three-month period ended September 30,

                                       11
<PAGE>

2001 as compared to $2.1 million for the three-month period ended September 30,
2000, representing an increase of $1.1 million that was primarily the result of
higher usage in our service area.

Roaming revenues were $61.0 million for the nine-month period ended September
30, 2001 as compared to $17.7 million for the nine-month period ended September
30, 2000, representing an increase of  $43.3 million.  PCS roaming revenues were
$52.9 million for the nine-month period ended September 30, 2001 as compared to
$11.7 million for the nine-month period ended September 30, 2000, representing
an increase of $41.2 million that was primarily the result of a higher volume of
Sprint PCS(R) subscribers traveling through our markets and the expansion of our
network coverage.  We operated 41 PCS markets at September 30, 2001 as compared
to 28 PCS markets at September 30, 2000. Cellular roaming revenues were $8.1
million for the nine-month period ended September 30, 2001 as compared to $6.0
million for the nine-month period ended September 30, 2000, representing an
increase of $2.1 million that was primarily the result of higher usage in our
service area.

Merchandise sales

Merchandise sales were $4.3 million for the three-month period ended September
30, 2001 as compared to $2.5 million for the three-month period ended September
30, 2000, representing an increase of $1.8 million. PCS merchandise sales were
$4.2 million for the three-month period ended September 30, 2001 as compared to
$2.3 million for the three-month period ended September 30, 2000, representing
an increase of $1.9 million and was due primarily to an increase in initial
sales to new PCS subscribers. We recorded initial sales to 58,800 new PCS
subscribers during the three-month period ended September 30, 2001 as compared
to initial sales to 23,900 new PCS subscribers during the three-month period
ended September 30, 2000.  Cellular and paging merchandise sales were $.1
million for the three-month period ended September 30, 2001 as compared to $.2
million for the three-month period ended September 30, 2000, representing a
decrease of $.1 million and was primarily due to a decrease in initial sales to
new cellular subscribers.  We recorded initial sales to 1,200 new cellular
subscribers for the three-month period ended September 30, 2001 compared to
3,400 new cellular subscribers for the three-month period ended September 30,
2000.

Merchandise sales were $12.3 million for the nine-month period ended September
30, 2001 as compared to $7.7 million for the nine-month period ended September
30, 2000, representing an increase of $4.6 million. PCS merchandise sales were
$11.9 million for the nine-month period ended September 30, 2001 as compared to
$6.9 million for the nine-month period ended September 30, 2000, representing an
increase of $5.0 million and was due primarily to an increase in initial sales
to new PCS subscribers. We recorded initial sales to 163,000 new PCS subscribers
during the nine-month period ended September 30, 2001 as compared to initial
sales to 63,200 new PCS subscribers during the nine-month period ended September
30, 2000.  Cellular and paging merchandise sales were $.4 million for the nine-
month period ended September 30, 2001 as compared to $.8 million for the nine-
month period ended September 30, 2000, representing a decrease of $.4 million
and was due primarily to a decrease in initial sales to new cellular
subscribers.  We recorded initial sales to 5,300 new cellular subscribers for
the nine-month period ended September 30, 2001 compared to 9,300 new cellular
subscribers for the nine-month period ended September 30, 2000.

Other revenues

Other revenues were $1.1 million for the three-month period ended September 30,
2001 as compared to $1.2 million for the three-month period ended September 30,
2000, representing a decrease of  $.1 million, and  $3.9 million for the nine-
month period ended September 30, 2001 as compared to $3.8 million for the nine-
month period ended September 30, 2000, representing an increase of  $.1 million.
The decrease for the three-month period and the increase for the nine-month
period was primarily attributable to variable fees charged to related companies
for management services.  PCS other revenues were unchanged at $.2 million for
the three-month period ended September 30, 2001 and the three-month period ended
September 30, 2000 and $.7 million for the nine-month period ended September 30,
2001 as compared to $.4 million for the nine-month period ended September 30,
2000, representing an increase of $.3 million that related to rental income of
tower space.  Cellular other

                                       12
<PAGE>

revenues were $0 for the three-month period ended September 30, 2001 and the
three-month period ended September 30, 2000, and unchanged at $.1 million for
the nine-month period ended September 30, 2001 and the nine-month period ended
September 30, 2000.

Operating Expenses

<TABLE>
<CAPTION>
                                For the three months ended    For the nine months ended
                                       September 30,                September 30,
                                        2001       2000             2001       2000
                                     -------    -------         --------   --------
     <S>                             <C>        <C>             <C>        <C>
     Cost of service                 $30,273    $13,021         $ 77,320   $ 30,453
     Merchandise cost of sales         7,080      5,034           22,954     15,628
     General and administrative       14,189      7,498           37,730     22,885
     Sales and marketing              18,374      8,739           48,838     20,939
     Non-cash stock compensation       1,089      1,145            3,721      4,002
     Depreciation and amortization    12,318     11,312           42,339     28,182
                                     -------    -------         --------   --------
     Total operating expense         $83,323    $46,749         $232,902   $122,089
                                     -------    -------         --------   --------
</TABLE>

Cost of service

Cost of service was $30.3 million for the three-month period ended September 30,
2001 as compared to $13.1 million for the three-month period ended September 30,
2000, representing an increase of  $17.2 million. PCS cost of service was $28.3
million for the three-month period ended September 30, 2001 as compared to $11.2
million for the three-month period ended September 30, 2000, representing an
increase of  $17.1 million, which primarily related to increased circuit costs
and tower leases for the increase in coverage area, market expansion and our
conversion from owned to leased towers.  Cellular cost of service was $2.0
million for the three-month period ended September 30, 2001 as compared to $1.9
million for the three-month period ended September 30, 2000, representing an
increase of $.1 million that was primarily related to an increase in roaming by
our cellular subscriber base.

Cost of service was $77.3 million for the nine-month period ended September 30,
2001 as compared to $30.4 million for the nine-month period ended September 30,
2000, representing an increase of  $46.9 million. PCS cost of service was $71.6
million for the nine-month period ended September 30, 2001 as compared to $24.0
million for the nine-month period ended September 30, 2000, representing an
increase of  $47.6 million, which primarily related to increased circuit costs
and tower leases for the increase in coverage area, market expansion and
conversion from owned to leased towers.  Cellular cost of service was $5.7
million for the nine-month period ended September 30, 2001 as compared to $6.4
million for the nine-month period ended September 30, 2000, representing a
decrease of  $.7 million that was primarily related to a decrease in our
cellular and paging subscriber base.

Merchandise cost of sales

Merchandise cost of sales was $7.1 million for the three-month period ended
September 30, 2001 as compared to $5.0 million for the three-month period ended
September 30, 2000, representing an increase of $2.1 million. PCS merchandise
cost of sales was $6.6 million for the three-month period ended September 30,
2001 as compared to $4.4 million for the three-month period ended September 30,
2000, representing an increase of $2.2 million that was primarily due to an
increase in initial sales to new PCS subscribers.   We recorded initial sales to
58,800 new PCS subscribers during the three-month period ended September 30,
2001 as compared to initial sales to 23,900 new PCS subscribers during the
three-month period ended September 30, 2000.  Cellular and paging merchandise
cost of sales was $.5 million for the three-month period ended September 30,
2001 as compared to $.6 million for the three-month period ended September 30,
2000, representing a decrease of  $.1 million, which was primarily related to
the decrease in the subscriber base.

Merchandise cost of sales was $23.0 million for the nine-month period ended
September 30, 2001 as compared to $15.6 million for the nine-month period ended
September 30, 2000, representing an increase of $7.4 million. PCS merchandise
cost of sales was $21.7 million for the nine-month period

                                       13
<PAGE>

ended September 30, 2001 as compared to $13.6 million for the nine-month period
ended September 30, 2000, representing an increase of $8.1 million that was
primarily due to an increase in initial sales to new PCS subscribers. We
recorded initial sales to 163,000 new PCS subscribers during the nine-month
period ended September 30, 2001 as compared to initial sales to 63,200 new PCS
subscribers during the nine-month period ended September 30, 2000. Cellular and
paging merchandise cost of sales was $1.3 million for the nine-month period
ended September 30, 2001 as compared to $2.0 million for the nine-month period
ended September 30, 2000, representing a decrease of $.7 million, which was
primarily related to the decrease in the subscriber base.

General and administrative expenses

General and administrative expenses were $14.2 million for the three-month
period ended September 30, 2001 as compared to $7.5 million for the three-month
period ended September 30, 2000, representing an increase of $6.7 million. PCS
general and administrative expense was $11.6 million for the three-month period
ended September 30, 2001 as compared to $5.2 million for the three-month period
ended September 30, 2000, representing an increase of $6.4 million. This was
primarily related to expenses associated with the conversion of part of our
subscriber base to Sprint PCS; increased billing costs as the number of PCS
subscribers increased to 236,000 at September 30, 2001 from 91,100 at September
30, 2000; and overall market expansion that increased to 41 PCS markets at
September 30, 2001 from 28 markets at September 30, 2000. Cellular and paging
general and administrative expenses were $1.8 million for the three-month period
ended September 30, 2001 as compared to $1.4 million for the three-month period
ended September 30, 2000, representing an increase of $.4 million which was
primarily due to an increase in local sales and use taxes and an increase in bad
debt expense.

General and administrative expenses were $37.8 million for the nine-month period
ended September 30, 2001 as compared to $22.9 million for the nine-month period
ended September 30, 2000, representing an increase of $14.9 million. PCS general
and administrative expense was $29.6 million for the nine-month period ended
September 30, 2001 as compared to $11.9 million for the nine-month period ended
September 30, 2000, representing an increase of $17.7 million. This was
primarily related to expenses associated with the conversion of part of our
subscriber base to Sprint PCS; the hiring of additional employees and increased
billing costs as the number of PCS subscribers increased to 236,000 at September
30, 2001 from 91,100 at September 30, 2000; and overall market expansion that
increased to 41 PCS markets at September 30, 2001 from 28 markets at September
30, 2000. Cellular and paging general and administrative expenses were $5.1
million for the nine-month period ended September 30, 2001 as compared to $7.7
million for the nine-month period ended September 30, 2000, representing a
decrease of $2.6 million which was primarily due to a sales and use tax
assessment in the nine-month period ended September 30, 2000 and a decrease in
administrative expenses in the nine-month period ended September 30, 2001 due to
the decrease in the subscriber base.

Sales and marketing expenses

Sales and marketing expenses were $18.4 million for the three-month period ended
September 30, 2001 as compared to $8.7 million for the three-month period ended
September 30, 2000, representing an increase of $9.7 million. PCS sales and
marketing expenses were $17.6 million for the three-month period ended September
30, 2001 as compared to $7.5 million for the three-month period ended September
30, 2000, representing an increase of $10.1 million and primarily related to
advertising, direct selling headcount and commissions paid to local and national
third party retailers contracted to sell our product. PCS subscribers increased
to 236,000 at September 30, 2001 from 91,100 at September 30, 2000; network
coverage increased to 41 PCS markets at September 30, 2001 from 28 PCS markets
at September 30, 2000; and 16 additional PCS retail outlets were open at
September 30, 2001 as compared to September 30, 2000. Cellular and paging sales
and marketing expenses were $.8 million for the three-month period ended
September 30, 2001 as compared to $1.2 million for the three-month period ended
September 30, 2000, representing a decrease of $.4 million which was primarily
due to the decrease in the subscriber base.

                                      14
<PAGE>

Sales and marketing expenses were $48.8 million for the nine-month period ended
September 30, 2001 as compared to $20.9 million for the nine-month period ended
September 30, 2000, representing an increase of $27.9 million. PCS sales and
marketing expenses were $46.1 million for the nine-month period ended September
30, 2001 as compared to $17.3 million for the nine-month period ended September
30, 2000, representing an increase of $28.8 million and primarily related to
advertising, direct selling headcount and commissions paid to local and national
third party retailers contracted to sell our product. PCS subscribers increased
to 236,000 at September 30, 2001 from 91,100 at September 30, 2000; network
coverage increased to 41 PCS markets at September 30, 2001 from 20 PCS markets
at September 30, 2000; and 16 additional PCS retail outlets were open at
September 30, 2001 as compared to September 30, 2000. Cellular and paging sales
and marketing expenses were $2.7 million for the nine-month period ended
September 30, 2001 as compared to $3.6 million for the nine-month period ended
September 30, 2000, representing a decrease of $.9 million which was primarily
due to the decrease in the subscriber base.

Non-cash stock compensation

Non-cash compensation was unchanged at $1.1 million for the three-month period
ended September 30, 2001 and for the three-month period ended September 30,
2000. Non-cash compensation was $3.7 million for the nine-month period ended
September 30, 2001 as compared to $4.0 million for the nine-month period ended
September 30, 2000, representing a decrease of $0.3 million which was primarily
due to forfeitures of options granted to employees terminating prior to the
vesting of their options. The non-cash stock compensation consists of
compensation expense related to the granting of certain stock options for the
Company's stock in July 1999 and January 2000 with exercise prices less than the
market value of the Company's stock at the date of such grant. Non-cash stock
compensation expense is being amortized over the four-year vesting period of the
related options.

Depreciation and amortization expense

Depreciation and amortization expense was $12.3 million for the three-month
period ended September 30, 2001 as compared to $11.3 million for the three-month
period ended September 30, 2000, representing an increase of $1.0 million. PCS
depreciation and amortization expense was $9.2 million for the three-month
period ended September 30, 2001 as compared to $9.4 million for the three-month
period ended September 30, 2000, representing a decrease of $.2 million. Net
property and equipment for our PCS markets increased to $216.9 million at
September 30, 2001 from $182.6 million at September 30, 2000. The increase in
depreciation expense as a result of the increase in depreciable assets was
offset by a decrease in depreciation expense that was primarily due to a change
in estimate of the lives of certain depreciable assets. Effective July 2001, we
revised the estimated useful lives of certain fixed assets that resulted in a
reduction of depreciation expense of approximately $4.2 million for the three-
month period ended September 30, 2001. Depreciation and amortization expense for
our cellular and paging operations was $.6 million for the three-month period
ended September 30, 2001 as compared to $1.1 million for the three-month period
ended September 30, 2000 representing a decrease of $.5 million and was the
result the change in the estimated useful lives of certain fixed assets as
discussed above which resulted in a $.4 million reduction in depreciation
expense.

Depreciation and amortization expense was $42.3 million for the nine-month
period ended September 30, 2001 as compared to $28.2 million for the nine-month
period ended September 30, 2000, representing an increase of  $14.1 million.
PCS depreciation and amortization expense was $33.5 million for the nine-month
period ended September 30, 2001 as compared to $22.5 million for the nine-month
period ended September 30, 2000, representing an increase of $11.0 million.  The
increase was primarily due to increased capital spending to build out our PCS
markets.  Net property and equipment for our PCS markets increased to $216.9
million at September 30, 2001 from $182.6 million at September 30, 2000.
Included in this increase was a revision in the estimated useful lives of
certain fixed assets that resulted in a reduction of depreciation expense of
approximately $4.2 million for the nine-month period ended September 30, 2001.
Depreciation and amortization expense for our cellular and paging operations was
$2.6 million for the nine-month period ended September 30, 2001

                                      15
<PAGE>

as compared to $3.5 million for the nine-month period ended September 30, 2000
representing a decrease of $.9 million and was the result of certain assets
becoming fully depreciated and the change in the estimated useful lives of
certain fixed assets as discussed above which resulted in a $.4 million
reduction in depreciation expense.

Operating loss

The operating loss was $12.0 million for the three-month period ended September
30, 2001 as compared to $17.3 million for the three-month period ended September
30, 2000, representing a decrease of $5.3 million. The operating loss for the
three-month period ended September 30, 2001 was reduced by a change in
accounting estimate effective July 2001 that increased the useful lives of
certain capitalized assets and reduced depreciation expense by $4.6 million. The
operating loss for our PCS operations was $10.1 million for the three-month
period ended September 30, 2001 as compared to $17.6 million for the three-month
period ended September 30, 2000, representing a decrease of $7.5 million and
included a $4.2 million reduction in depreciation expense for the three-month
period ended September 30, 2001 related to an increase in the estimated useful
lives of certain depreciable assets. The operating income for our cellular
operations was $1.5 million for the three-month period ended September 30, 2001
as compared to $2.0 million for the three-month period ended September 30, 2000,
representing a decrease of $.5 million that was primarily due to a decrease in
our subscriber base offset by a $.4 million reduction in depreciation expense
for the three months ended September 30, 2001 related to an increase in the
estimated useful lives of certain depreciable assets. The remainder was
primarily associated with non-cash stock compensation and depreciation expense
for our corporate offices.

The operating loss was $55.0 million for the nine-month period ended September
30, 2001 as compared to $44.9 million for the nine-month period ended September
30, 2000, representing an increase of $10.1 million. The operating loss was
reduced by a change in accounting estimate effective July 2001 that increased
the useful lives of certain capitalized assets and reduced depreciation expense
by $4.6 million. The operating loss for our PCS operations was $50.0 million for
the nine-month period ended September 30, 2001 as compared to $40.6 million for
the nine-month period ended September 30, 2000, representing an increase of $9.4
million that was primarily due to the increased operational costs associated
with building out our PCS markets and included a $4.2 million reduction in
depreciation expense for the three-month period ended September 30, 2001 related
to an increase in the estimated useful lives of certain depreciable assets. The
operating income for our cellular operations was $4.5 million for the nine-month
period ended September 30, 2001 as compared to $1.7 million for the nine-month
period ended September 30, 2000, representing an increase of $2.8 million that
was primarily of a $.4 million reduction in depreciation expense due to an
increase in estimated useful lives and reduced costs associated with our lower
subscriber base for the nine-month period ended September 30, 2001 and by $2.0
million sales and use tax assessment in nine-month period ended September 30,
2000,. The remainder was associated with non-cash stock compensation and
depreciation expense for our corporate offices.

Other Income/(Expense)

                             Three months ended            Nine months ended
                                September 30,                 September 30,
                            2001            2000          2001           2000
                          -------         -------       --------       --------
                                                           ( In thousands)
     Interest expense     $(9,835)        $(8,169)      $(29,157)      $(24,004)
     Interest income        1,314           2,534          5,892          6,856
     Other                    401             172          8,620          4,992
                          -------         -------       --------       --------
     Total other expense  $(8,120)        $(5,463)      $(14,645)      $(12,156)
                          =======         =======       ========       ========

Interest expense was $9.8 million for the three-month period ended September 30,
2001 as compared to $8.2 million for the three-month period ended September 30,
2000, representing an increase of $1.6 million, and  $29.2 million for the nine-
month period ended September 30, 2001 as compared to $24.0 million for the nine-
month period ended September 30, 2000, representing an increase of $5.2 million.

                                      16
<PAGE>

The increase in interest expense resulted from the increase in outstanding debt.
Our outstanding debt was $346.6 million at September 30, 2001 as compared to
$285.5 million at September 30, 2000. The increase in debt primarily resulted
from our $50 million senior credit facility and accreted interest on our
subordinated discount note offering in October 1999.

Interest income was $1.3 million for the three-month period ended September 30,
2001 as compared to $2.5 million for the three-month period ended September 30,
2000, representing a decrease of $1.2 million and $5.9 million for the nine-
month period ended September 30, 2001 as compared to $6.9 million for the nine-
month period ended September 30, 2000, representing a decrease of $1.0 million.
The decrease for the three-month period ended September 30, 2001 and for the
nine-month period ended September 30, 2001 was reflective of a reduction of
funds available for short-term investment.

Other income was $.4 million for the three-month period ended September 30, 2001
as compared to $.2 million for the three-month period ended September 30, 2000,
representing an increase of $.2 million, and $8.6 million for the nine-month
period ended September 30, 2001 as compared to $5.0 million for the nine-month
period ended September 30, 2000, representing an increase of $3.6 million. In
the nine-month period ended September 30, 2001, we recognized a $8.2 million
gain on sale of 141 towers and a gain of $.4 million on the disposal of other
assets.

Equity in Income (Losses) of Unconsolidated Affiliates

Equity in losses of unconsolidated affiliates was $1.6 million for the three-
month period ended September 30, 2001 as compared to income of $.3 million for
the three-month period ended September 30, 2000, representing a decrease of $1.9
million, and losses of $2.4 million for the nine-month period ended September
30, 2001 as compared to income of $.8 million for the nine-month period ended
September 30, 2000, representing a decrease of $3.2 million. This represented
losses associated with a 13.28% minority interest in a telecommunications
company.

Liquidity and Capital Resources

On October 1, 1999, US Unwired entered into a credit facility with CoBank, ACB,
The Bank of New York, BNY Capital Markets, Inc., First Union Securities, Inc.,
First Union National Bank, and other lenders for $130 million. During 2000, we
borrowed $50.0 million under this agreement and at September 30, 2001, we had
$80.0 million available. Cash used by operating activities was $20.5 million for
the nine-month period ended September 30, 2001. Cash provided by investing
activities was $133.3 million for the nine-month period ended September 30, 2001
and primarily consisted of $164.2 in net proceeds from marketable security
transactions, $44.9 million provided by the sale and leaseback of certain towers
and the sale of other assets and $5.8 million in proceeds from restricted cash
offset by $80.3 million used to purchase property and equipment. Cash provided
by financing activities was $1.6 million for the nine-month period ended
September 30, 2001 and primarily consisted of $1.8 million in proceeds for
improvements to our new corporate headquarters building and $1.4 million in
proceeds from stock options exercised offset by $1.5 million to pay off a debt
to the FCC.

We believe that the proceeds from our financings and internally generated cash
flow will be enough to fund capital expenditures to increase our coverage area
by erecting additional towers in selected locations of already opened markets,
cover anticipated operating losses and meet our debt service requirements.

PART II

Item 6.  Exhibits and Reports on Form 8-K

     a.   Exhibits

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

                                      17
<PAGE>

-------------------------------------------------------------------------------
(3)(i)    *   First Restated Articles of Incorporation of US Unwired Inc.
-------------------------------------------------------------------------------
(3)(ii)   **  By-laws of US Unwired Inc.
-------------------------------------------------------------------------------
(4.1)     **  Indenture dated as of October 29, 1999 among US Unwired Inc.,
              the Guarantors (as defined therein) and State Street and Trust
              Company
-------------------------------------------------------------------------------
(4.2)         Amended Credit Agreement dated as of October 1, 1999 by and among
              US Unwired Inc., as Borrower, and CoBank, ACB, as Administrative
              Agent and a Lender, First Union Capital Markets Corp., as
              Syndication Agent and a Co-Arranger, The Bank of New York, as
              Documentation Agent and a Lender, BNY Capital Markets, Inc., as
              a Co-Arranger, First Union National Bank, as a Lender, and the
              other Lenders referred to therein.
-------------------------------------------------------------------------------
                           -------------------------
-------------------------------------------------------------------------------
*          Incorporated by reference to Exhibit 3.1 filed on Form 10-K, annual
           report pursuant to Section 13 or 15(d) of the Securities Exchange
           Act of 1934 filed on March 16, 2001
-------------------------------------------------------------------------------
**         Incorporated by reference to the registration statement of Form S-4,
           Registration Nos. 333-92271, 333-92271-01 and 333-92271-02, filed by
           US Unwired Inc., Louisiana Unwired, LLC and Unwired Telecom Corp. on
           December 7, 1999
-------------------------------------------------------------------------------

  Registrant agrees to furnish to the Commission on request copies of any
  instrument defining the rights of holders of long-term debt the total amount
  of which does not exceed 10% of the total consolidated assets of the
  registrant and which is otherwise not filed as an exhibit.

  b.  Reports on Form 8-K

      No reports on Form 8-K were filed during the quarter ended September 30,
      2001

SIGNATURES

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



November 8, 2001                                                 US UNWIRED INC.

                                                       By:  /s/ Jerry E. Vaughn
                                                       -------------------------
                                                       Jerry E. Vaughn
                                                       Chief Financial Officer

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