<PAGE>

   
THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON NOVEMBER 15, 1996, WITH 
COPIES OF EXHIBITS FILED IN PAPER FORMAT PURSUANT TO A RULE 201 TEMPORARY 
HARDSHIP EXEMPTION.
    

   
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q/A

  Amendment No. 1 to Quarterly Report on Form 10-Q Dated November 14, 1996.
    

(MARK ONE)

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

       For the quarterly period ended           SEPTEMBER 30, 1996
                                     ------------------------------------
                                       or

[     ]           TRANSITION REPORT PURSUANT TO SECTION A3 OR 15(d) OF THE
                          SECURITIES AND EXCHANGE ACT OF 1934

   For the transition period from                                    to

COMMISSION FILE NUMBER  0-16560

                         VANGUARD CELLULAR SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

                        NORTH CAROLINA                                         56-1549590
<S>                                                                <C>    
(State or other jurisdiction of incorporation or organization)    (I.R.S.Employer Identification No.)
</TABLE>


              2002 Pisgah Church Road, Suite 300
                 Greensboro, North Carolina                       27455-3314
          (Address of principal executive offices)                (Zip Code)

        Registrant's telephone number, including area code (910) 282-3690

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 ___.

The number of shares outstanding of the issuer's common stock as of October 1,
1996 was 41,339,243.




<PAGE>







                VANGUARD CELLULAR SYSTEMS, INC. AND SUBSIDIARIES
                                      INDEX



PART II.  OTHER INFORMATION

  Item 6.                           Exhibits and Reports on Form 8-K      II-1


SIGNATURES                                                                II-2



<PAGE>








                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The exhibits to this Form 10-Q/A are listed in the accompanying Index to
    Exhibits.





                                      II-1


<PAGE>




                                   SIGNATURES




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





                                       VANGUARD CELLULAR SYSTEMS, INC.

   
Date:   November 22, 1996               By:    /s/         Haynes G. Griffin
                                             -----------------------------------
                                                            Haynes G. Griffin
                                                                  President
                                                                 and
                                                        Chief Executive Officer


Date:   November 22, 1996               By:    /s/           Stephen L. Holcombe
                                             -----------------------------------
                                                       Stephen L. Holcombe
                                                       Senior Vice President
                                                               and
                                                       Chief Financial Officer
                                                     (principal accounting and
                                                   principal financial officer)
    


                                      II-2

<PAGE>



                                INDEX TO EXHIBITS


EXHIBIT NO.                                  DESCRIPTION


*4(a)                    Articles of Incorporation of Registrant as amended
                         through July 25, 1995, filed as Exhibit 1 to the
                         Registrant's Form 8-A/A dated July 25, 1995.

*4(b)                    Bylaws of Registrant (compilation of July 25, 1995),
                         filed as Exhibit 2 to the Registrant's Form 8-A/A dated
                         July 25, 1995.

*4(c)                    Specimen Common Stock Certificate, filed as Exhibit 2
                         to the Registrant's Form 8-A/A dated July 25, 1995.

*4(d)(1)                 Second Amended and Restated Loan Agreement between
                         Vanguard Cellular Operating Corp. and various lenders
                         led by The Bank of New York and The Toronto-Dominion
                         Bank as agents, dated as of April 10, 1996, filed as
                         Exhibit 4(d)(1) to the Registrant's Form 10-Q/A dated
                         March 31, 1996.

*4(d)(2)                 VCOC Security Agreement between Vanguard Cellular
                         Operating Corp. and various lenders led by The Bank of
                         New York and The Toronto-Dominion Bank as Secured
                         Party, dated as of April 10, 1996, filed as Exhibit
                         4(d)(2) to the Registrant's Form 10-Q/A dated March 31,
                         1996.

*4(d)(3)                 Second Amended and Restated Master Subsidiary Security
                         Agreement between certain subsidiaries of the
                         Registrant and various lenders led by The Bank of New
                         York and The Toronto-Dominion Bank, as Secured Party,
                         dated as of April 10, 1996, filed as Exhibit 4(d)(3) to
                         the Registrant's Form 10-Q/A dated March 31, 1996.

*4(d)(4)                 Assignment, Bill of Sale and Assumption Agreement by
                         and between Registrant and Vanguard Cellular Financial
                         Corp., dated as of April 10, 1996, filed as Exhibit
                         4(d)(4) to the Registrant's Form 10-Q/A dated March 31,
                         1996.

**4(d)(5)                First Amendment to Second Amended and Restated Loan 
                         Agreement between Vanguard Cellular Operating Corp. 
                         and various lenders led by the Bank of New York and the
                         Toronto-Dominion Bank as agents, dated as of July 31, 
                         1996.

**4(d)(6)                Second Amendment to Second Amended and Restated Loan 
                         Agreement between Vanguard Cellular Operating Corp. and
                         various lenders led by the Bank of New York and The 
                         Toronto-Dominion Bank as agents, dated as of October 
                         9, 1996.

*4(e)(1)                 Indenture dated as of April 1, 1996 between Registrant
                         and The Bank of New York as Trustee, filed as Exhibit
                         4(e)(1) to the Registrant's Form 10-Q/A dated March 31,
                         1996.

*4(e)(2)                 First Supplemental Indenture, dated as of April 1, 1996
                         between Registrant and The Bank of New York as Trustee,
                         filed as Exhibit 4(e)(2) to the Registrant's Form
                         10-Q/A dated March 31, 1996.



<PAGE>




***11                    Calculation of fully diluted earnings per share for the
                         three months and nine months ended September 30, 1996
                         and 1995.

***27                    Financial Data Schedule.
--------------------------------------------------


*    Incorporated by reference to the statement or report indicated.

**   Confirming electronic copies of exhibits filed previously in paper format
     on November 15, 1996 under the cover of Form SE pursuant to a temporary 
     hardship exemption in accordance with Rule 201 of Regulation S-T.

***  Previously filed on November 14, 1996 as Exhibits to Form 10-Q.