<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                  FORM 10-K/A
                               (AMENDMENT NO.1)

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       or

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

                         COMMISSION FILE NUMBER: 1-15325

                            TRITON PCS HOLDINGS, INC.

             (Exact name of Registrant as specified in its charter)

                               Delaware 23-2974475

                (State or other jurisdiction of (I.R.S. employer
              incorporation or organization) identification number)

                                1100 Cassatt Road
                           Berwyn, Pennsylvania 19312
              (Address and Zip Code of principal executive offices)

                                 (610) 651-5900
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                 Class A common stock, $.01 par value per share

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 [ ]





<PAGE>


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND FORMS 8-K

(a)      EXHIBITS

3.1    Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
       (incorporated by reference to the corresponding exhibit to the Form S-1
       Registration Statement of Triton PCS Holdings, Inc., file No. 333-85149).
3.2    Amendment to the Restated Certificate of Incorporation of Triton PCS
       Holdings, Inc. dated November 27, 1998 (incorporated by reference to the
       corresponding exhibit to the Form S-1 Registration Statement of Triton
       PCS Holdings, Inc., File No. 333-85149).
*3.3   Amendment to the Restated Certificate of Incorporation of Triton PCS
       Holdings, Inc. dated May 28, 1999.
3.4    Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
       (incorporated by reference to the corresponding exhibit to the Form S-1
       Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).
*3.5   Amended and Restated Bylaws of Triton PCS Holdings, Inc.
*3.6   Second Amended and Restated Bylaws of Triton PCS Holdings, Inc.
*4.1   Specimen Common Stock Certificate.
4.2    Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
       Guarantors party thereto and PNC Bank, National Association (incorporated
       by reference to Exhibit 4.1 to the Form S-4 Registration Statement of
       Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
4.3    First Supplemental Indenture, dated as of March 30, 1999, to the
       Indenture dated as of May 4, 1998 (incorporated by reference to Exhibit
       4.1 to the Form 10-Q of Triton PCS, Inc. and its subsidiaries, for the
       quarter ended March 31, 1999).
10.1   Credit Agreement, dated as of February 3, 1998 (the "Credit Agreement"),
       among Triton PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as
       defined therein) party thereto, and The Chase Manhattan Bank, as
       administrative agent (incorporated by reference to Exhibit 10.1 to the
       Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
       File No. 333-57715).
10.2   First Amendment, Consent and Waiver, dated as of April 16, 1998, to the
       Credit Agreement (incorporated by reference to Exhibit 10.2 to the Form
       S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File
       No. 333-57715).

                                       2
<PAGE>

10.3   Second Amendment, dated as of July 29, 1998, to the Credit Agreement
       (incorporated by reference to Exhibit 10.2.1 to Amendment No. 1 to the
       Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
       File No. 333-57715).
10.4   Fourth Amendment, dated as of March 29, 1999, to the Credit Agreement
       (incorporated by reference to Exhibit 10.1 to the Form 10-Q of Triton
       PCS, Inc. and its subsidiaries, for the quarter ended March 31, 1999).
10.5   Fifth Amendment, dated as of September 22, 1999, to the Credit Agreement
       (incorporated by reference to Exhibit 10.7 to the Form S-1 Registration
       Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.6   Securities Purchase Agreement, dated as of October 8, 1997, (the
       "Securities Purchase Agreement") among AT&T Wireless PCS, Inc., the cash
       equity investors listed on the signature pages thereto, the management
       stockholders listed on the signature pages thereto and Triton PCS, Inc.,
       now known as Triton PCS Holdings, Inc. (incorporated by reference to
       Exhibit 10.3 to the Form S-4 Registration Statement of Triton PCS, Inc.
       and its subsidiaries, File No. 333-57715).
10.7   Amendment No. 1 to Securities Purchase Agreement, dated as of March 10,
       1998 (incorporated by reference to Exhibit 10.4 to the Form S-4
       Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
       333-57715).
10.8   Closing Agreement, dated as of February 4, 1998, among AT&T Wireless PCS,
       Inc., the cash equity investors listed on the signature pages thereto,
       the management stockholders listed on the signature pages thereto, and
       Triton PCS Holdings, Inc. (incorporated by reference to Exhibit 10.5 to
       the Form S-4 Registration Statement of Triton PCS, Inc. and its
       subsidiaries, File No. 333-57715).
10.9   Asset Purchase Agreement, dated as of March 10, 1998, between Triton PCS,
       Inc. and Vanguard Cellular Systems of South Carolina, Inc. (incorporated
       by reference to Exhibit 10.6 to the Form S-4 Registration Statement of
       Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.10  Preferred Stock Purchase Agreement by and among Cash Equity Investors,
       Management Stockholders, Independent Directors, and Triton PCS Holdings,
       Inc. dated as of June 29, 1998 (incorporated by reference to Exhibit 10.7
       to Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS,
       Inc. and its subsidiaries, File No. 333-57715).
10.11  License Exchange and Acquisition Agreement dated as of June 8, 1999 by
       and among Triton PCS Holdings, Inc., Triton PCS License Company L.L.C.,
       and AT&T Wireless PCS, Inc. (incorporated by reference to Exhibit 10.13
       to the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
       No. 333-85149).
10.12  Preferred Stock Repurchase and Issuance Agreement, dated as of December
       7, 1998 by and among J.P. Morgan Investment Corporation, Sixty Wall
       Street SBIC Fund, L.P., the investors listed as cash equity investors on
       the signature pages thereto, Triton PCS Holdings, Inc., and certain of
       Triton PCS Holdings, Inc.'s other stockholders listed on the signature
       pages thereto (incorporated by reference to Exhibit 10.14 to the Form S-1
       Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.13  Norfolk Preferred Stock Purchase Agreement, dated as of December 31, 1998
       by and among the cash equity investors listed on Schedule I thereto, the
       management stockholders listed on Schedule II thereto, the independent
       directors listed on Schedule III thereto, and Triton PCS Holdings, Inc.
       (incorporated by reference to Exhibit 10.15 to the Form S-1 Registration
       Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.14  AT&T Wireless Services Network Membership License Agreement, dated as of
       February 4, 1998, between AT&T Corp. and Triton PCS Operating Company
       L.L.C. (incorporated by reference to Exhibit 10.8 to the Form S-4
       Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
       333-57715).
10.15  Amendment No. 1 to AT&T Wireless Services Network Membership License
       Agreement, dated as of December 31, 1998, between AT&T Corp. and Triton
       PCS Operating Company L.L.C. (incorporated by reference to Exhibit 10.17
       to the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
       No. 333-85149).
10.16  Amendment No. 2 to AT&T Wireless Services Network Membership License
       Agreement, dated as of June 8, 1999, between AT&T Corp. and Triton PCS
       Operating Company L.L.C. (incorporated by reference to Exhibit 10.18 to
       the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File
       No. 333-85149).
10.17  Stockholders' Agreement, dated as of February 4, 1998, among AT&T
       Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital Investors,
       L.P., J.P. Morgan Investment Corporation, Sixty Wall Street SBIC Fund,
       L.P., Private Equity Investors III, L.P., Equity-linked Investors-II,
       Toronto Dominion Capital (USA), Inc., First Union Capital Partners, Inc.,
       DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R. Skinner, David D.
       Clark, Clyde Smith, Patricia Gallagher and David Standig (incorporated by
       reference to Exhibit 10.9 to the Form S-4 Registration Statement of
       Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.18  Amendment No. 1 to Stockholders' Agreement, dated as of December 31,
       1998, among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB
       Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
       Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-linked
       Investors-II, Toronto Dominion Capital (USA), Inc., First Union Capital
       Partners, Inc., DAG- Triton PCS, L.P., Michael E. Kalogris, Steven R.
       Skinner, David D. Clark, Clyde Smith, David Standig, Michael Mears,
       Michael E. Kalogris, as Trustee under Amended and Restated Common Stock
       Trust Agreement for Management

                                       3
<PAGE>

<TABLE>

<S>      <C>
         Employees and Independent Directors, dated June 26, 1998, Scott Anderson and John Beletic (incorporated by reference to
         Exhibit 10.20 to the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.19    Amendment No. 2 to Stockholders' Agreement, dated as of June 8, 1999, among AT&T Wireless PCS, Inc., Triton PCS Holdings,
         Inc., CB Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall Street SBIC Fund, L.P., Private Equity
         Investors III, L.P., Equity-linked Investors-II, Toronto Dominion Capital (USA), Inc., First Union Capital Partners, Inc.,
         DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, David Standig, Michael Mears,
         Michael E. Kalogris, as Trustee under Amended and Restated Common Stock Trust Agreement for Management Employees and
         Independent Directors, dated June 26, 1998, Scott Anderson and John Beletic (incorporated by reference to Exhibit 10.21 to
         the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.20    Investors Stockholders' Agreement, dated as of February 4, 1998, among CB Capital Investors, L.P., J.P. Morgan Investment
         Corporation, Sixty Wall Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked Investors-II, Toronto
         Dominion Capital (USA), Inc., DAG-Triton PCS, L.P., First Union Capital Partners, Inc., and the stockholders named therein
         (incorporated by reference to Exhibit 10.10 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
         subsidiaries, File No. 333-57715).
10.21    Intercarrier Roamer Service Agreement, dated as of February 4, 1998, between AT&T Wireless Services, Inc. and Triton PCS
         Operating Company L.L.C. (incorporated by reference to Exhibit 10.11 to the Form S-4 Registration Statement of Triton PCS,
         Inc. and its subsidiaries, File No. 333-57715).
10.22    Amendment No. 1 to Intercarrier Roamer Service Agreement, dated as of December 31, 1998, between AT&T Wireless Services,
         Inc. and Triton PCS Operating Company L.L.C. (incorporated by reference to Exhibit 10.24 to the Form S-1 Registration
         Statement of Triton PCS Holdings, Inc., File No. 333-85149).
10.23    Amendment No. 2 to Intercarrier Roamer Service Agreement, dated as of June 8, 1999, between AT&T Wireless Services, Inc.
         and Triton PCS Operating Company L.L.C. (incorporated by reference to Exhibit 10.25 to the Form S-1 Registration Statement
         of Triton PCS Holdings, Inc., File No. 333-85149).
++10.24  Ericsson Acquisition Agreement, dated as of March 11, 1998, between Triton Equipment Company L.L.C. and Ericsson, Inc.
         (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Form S-4 Registration Statement of Triton PCS, Inc.
         and its subsidiaries, File No. 333-57715).
++10.25  First Addendum to Acquisition Agreement, dated as of May 24, 1999, between Triton PCS Equipment Company L.L.C. and
         Ericsson, Inc. (incorporated by reference to Exhibit 10.27 to the Form S-1 Registration Statement of Triton PCS Holdings,
         Inc., File No. 333-85149).
10.26    Employment Agreement, dated as of February 4, 1998, among Triton Management Company, Inc., Triton PCS Holdings, Inc. and
         Michael E. Kalogris (incorporated by reference to Exhibit 10.16 to the Form S-4 Registration Statement of Triton PCS, Inc.
         and its subsidiaries, File No. 333-57715).
10.27    Amendment No. 1 to Employment Agreement, dated as of June 29, 1998, among Triton Management Company, Inc., Triton PCS
         Holdings, Inc., and Michael E. Kalogris (incorporated by reference to Exhibit 10.16.1 to Amendment No. 1 to the Form S-4
         Registration Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.28    Amendment No. 2 to the Employment Agreement by and among Triton Management Company, Inc., Triton PCS Holdings, Inc. and
         Michael E. Kalogris, dated December, 1998 (incorporated by reference to Exhibit 10.39 to Post-Effective Amendment No. 2 to
         the Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.29    Amendment No. 3 to the Employment Agreement by and among Triton Management Company, Inc., Triton PCS Holdings, Inc. and
         Michael E. Kalogris, dated June 8, 1999 (incorporated by reference to Exhibit 10.40 to Post-Effective Amendment No. 2 to
         the Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.30    Employment Agreement, dated as of January 8, 1998, between Triton Management Company and Clyde Smith (incorporated by
         reference to Exhibit 10.17 to the Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-
         57715).
10.31    Employment Agreement, dated as of February 4, 1998, between Triton Management Company and Steven R. Skinner (incorporated
         by reference to Exhibit 10.18 to Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
         subsidiaries, File No. 333-57715).
10.32    Amendment No. 1 to Employment Agreement, dated as of June 29, 1998, among Triton Management Company, Inc., Triton PCS
         Holdings, Inc., and Steven R. Skinner (incorporated by reference to Exhibit 10.18.1 to the Form S-4 Registration Statement
         of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.33    Amendment No. 2 to the Employment Agreement by and among Triton Management Company, Inc., Triton PCS Holdings, Inc. and
         Steven R. Skinner, dated as of December 31, 1998 (incorporated by reference to Exhibit 10.41 to Post-Effective Amendment
         No. 2 to the Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.34    Amendment No. 3 to the Employment Agreement by and among Triton Management Company, Inc., Triton PCS Holdings, Inc. and
         Steven R. Skinner, dated as of June 8, 1999 (incorporated by reference to Exhibit 10.42 to Post-Effective Amendment No. 2
         to the Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
</TABLE>
                                       4
<PAGE>

10.35  Amended and Restated Common Stock Trust Agreement for Management
       Employees and Independent Directors, dated as of June 26, 1998
       (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the
       Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
       File No. 333-57715).
10.36  Form of Pledge Agreement, dated as of February 4, 1998, between certain
       shareholders and Triton PCS, Inc. Each of (a) Michael E. Kalogris, (b)
       Steven R. Skinner, (c) Sixty Wall Street SBIC Fund, L.P., (d) CB Capital
       Investors, L.P., (e) J.P. Morgan Investment Corporation, (f) DAG-Triton
       PCS, L.P., (g) First Union Capital Partners, Inc., (h) Toronto Dominion
       Capital (USA), Inc. and (i) Private Equity Investors III, L.P., are party
       to separate Pledge Agreements. The terms of each Pledge Agreement are
       identical other than (1) the shareholder party thereto and (2) the number
       of shares of stock held by such shareholder and, therefore, the number of
       shares subject to the applicable Pledge Agreement (incorporated by
       reference to Exhibit 10.20 to Amendment No. 2 to the Form S-4
       Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
       333-57715).
10.37  Master Tower Site Lease Agreement, dated as of May 28, 1998, between
       Triton PCS Property Company L.L.C. and AT&T Corp (incorporated by
       reference to Exhibit 10.23 to Amendment No. 1 to the Form S-4
       Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
       333-57715).
10.38  Independent Director Stock Award Plan adopted as of February 4, 1998
       (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the
       Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
       File No. 333-57715).
10.39  Asset Purchase Agreement dated as of August 20, 1998 between Triton PCS
       Holdings, Inc. and AT&T Wireless PCS, Inc (incorporated by reference to
       Exhibit 10.29 to Amendment No. 1 to the Form S-4 Registration Statement
       of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.40  Asset Purchase Agreement, dated as of July 13, 1999, among Triton PCS
       Operating Company, L.L.C., Triton PCS Property Company L.L.C. and
       American Tower, L.P (incorporated by reference to Exhibit 10.38 to
       Post-Effective Amendment No. 2 to the Form S-4 Registration Statement of
       Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
10.41  Form of Stockholders Letter Agreement for management employees
       (incorporated by reference to Exhibit 10.43 to Post-Effective Amendment
       No. 2 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
       subsidiaries, File No. 333-57715).
10.42  Form of Stockholders Letter Agreement for independent directors
       (incorporated by reference to Exhibit 10.44 to Post-Effective Amendment
       No. 2 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
       subsidiaries, File No. 333-57715).
10.43  Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan (incorporated by
       reference to Exhibit 10.45 to the Form S-1 Registration Statement of
       Triton PCS Holdings, Inc., File No. 333-85149).
10.44  Triton PCS Holdings, Inc. Employee Stock Purchase Plan (incorporated by
       reference to Exhibit 10.46 to the Form S-1 Registration Statement of
       Triton PCS Holdings, Inc., File No. 333-85149).
10.45  Form of First Amended and Restated Stockholders' Agreements among AT&T
       Wireless PCS, L.L.C., Triton PCS Holdings, Inc., CB Capital Investors,
       L.P., J.P. Morgan Investment Corporation, Sixty Wall Street SBIC Fund,
       L.P., Private Equity Investors III, L.P., Equity-linked Investors-II,
       Toronto Dominion Capital (USA), Inc., First Union Capital Partners, Inc.,
       DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R. Skinner, David D.
       Clark, Clyde Smith, Patricia Gallagher and David Standig (incorporated by
       reference to Exhibit 10.47 to the Form S-1 Registration Statement of
       Triton PCS Holdings, Inc., File No. 333-85149).
10.46  Form of Amendment No. 1 to Investors Stockholders' Agreement among CB
       Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
       Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked
       Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS, L.P.,
       First Union Capital Partners, Inc., and the stockholders named therein
       (incorporated by reference to Exhibit 10.48 to the Form S-1 Registration
       Statement of Triton PCS Holdings, Inc., File No. 333-85149).

*21.1  Subsidiaries of Triton PCS Holdings, Inc.
23.1   Consent of PricewaterhouseCoopers LLP.
*27.1  Financial Data Schedule.
---------------------
++ Portions of this exhibit have been omitted under an SEC order granting
   confidential treatment under the Securities Act.
*  Previously filed.
                                       5
<PAGE>

(b) (1)  FINANCIAL STATEMENTS

     The following financial statements were included as Part of the original
report:

     Report of PricewaterhouseCoopers LLP                          F-2
     Consolidated Balance Sheets                                   F-3
     Consolidated Statements of Operations                         F-4
     Consolidated Statements of Shareholders' Equity (Deficit)     F-5
     Consolidated Statements of Cash Flows                         F-6
     Notes to Consolidated Financial Statements                    F-7


(b) (2)  FINANCIAL STATEMENT SCHEDULES.

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES

To the Board of Directors and Shareholders' of Triton PCS Holdings, Inc.:

     Our audits of the consolidated financial statements of Triton PCS Holdings,
     Inc., and its subsidiaries referred to in our report dated February 25,
     2000 appearing under Item 8 on page F-2 of the Triton PCS Holdings, Inc.
     Annual Report on Form 10-K for the year ended December 31, 1999, also
     included an audit of the financial statement schedules listed under Item
     14(b)(2) of this Form 10-K/A. In our opinion, these financial statement
     schedules present fairly, in all material respects, the information set
     forth therein when read in conjunction with the related consolidated
     financial statements.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
February 25, 2000


                          TRITON PCS HOLDINGS, INC.
        SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

                           TRITON PCS HOLDINGS, INC.
                                BALANCE SHEETS
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                     December 31,   December 31,
                                                                                         1998           1999
<S>                                                                                  <C>            <C>
ASSETS:

Investment in subsidiaries                                                                175,979        328,113
                                                                                   -----------------------------

Total Assets                                                                              175,979        328,113
                                                                                   =============================

LIABILITIES AND SHAREHOLDERS' EQUITY:

Total liabilities                                                                               -              -

Series A Redeemable Preferred Stock, $0.01 par value                                       80,090         94,203

SHAREHOLDERS' EQUITY
Series B Preferred Stock, $0.01 par value                                                       -              -
Series C Preferred Stock, $0.01 par value                                                      19              -
Series D Preferred Stock, $0.01 par value                                                       5              5
Class A Common Stock, $0.01 par value                                                          62            537
Class B Non-voting Common Stock, $0.01 par value                                                -             82
Additional paid-in capital                                                                231,904        436,229
Accumulated deficit                                                                       (36,731)      (186,091)
Subscription receivable                                                                   (95,000)             -
Deferred compensation                                                                      (4,370)       (16,852)
                                                                                   -----------------------------
Total Shareholders' Equity                                                               $ 95,889      $ 233,910
                                                                                   -----------------------------

Total Liabilities and Shareholders' Equity                                               $175,979      $ 328,113
                                                                                   =============================
</TABLE>

                See accompanying notes to financial statements.

                          TRITON PCS HOLDINGS, INC.
  SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (Continued)

                           TRITON PCS HOLDINGS, INC.
                           STATEMENTS OF OPERATIONS
                            (Dollars in thousands)


<TABLE>
<CAPTION>
                                                      Period from March 6,
                                                      1997 (Inception) to       For the Year Ended        For the Year Ended
                                                       December 31, 1997         December 31, 1998         December 31, 1999

<S>                                                   <C>                       <C>                       <C>
Equity in net loss of subsidiaries                                  ($3,961)                ($31,620)                 ($146,051)

Non-cash compensation                                                     0                   (1,120)                    (3,309)
                                                                    --------                ---------                 ----------
Net loss                                                             (3,961)                 (32,740)                  (149,360)
Accretion of preferred stock                                              -                   (6,853)                    (8,725)
Net loss available to common shareholders                           ($3,961)                ($39,593)                 ($158,085)
                                                                    ========                =========                 ==========

</TABLE>

                See accompanying notes to financial statements.


                          TRITON PCS HOLDINGS, INC.
  SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (Continued)

                           TRITON PCS HOLDINGS, INC.
                           STATEMENTS OF CASH FLOWS
                            (Dollars in thousands)


<TABLE>
<CAPTION>
                                                       Period from March 6,
                                                       1997 (Inception) to       For the Year Ended        For the Year Ended
                                                        December 31, 1997         December 31, 1998        December 31, 1999

<S>                                                   <C>                       <C>                       <C>
Cash flows from operating activities:
          Net loss                                                    (3,961)                 (32,740)                 (149,360)
          Equity in net loss of subsidiaries                           3,961                   31,620                   146,051
          Non-cash compensation                                            -                    1,120                     3,309
                                                              --------------           --------------         -----------------
Net cash used in operating activities                                      -                        -                         -

Cash flows from investing activities:
          Investment in subsidiaries                                       -                  (82,696)                 (287,754)
                                                              --------------           --------------         -----------------
Net cash provided by (used in) investing activities                        -                  (82,696)                 (287,754)

Cash flows from financing activities:
          Proceeds from initial public
          offering, net                                                    -                        -                   190,245
          Proceeds from issuance of stock in
          Connection with private equity
          investment                                                       -                   33,256                    95,000
          Proceeds from issuance of
          Series C Preferred Stock                                         -                        -                       340
          Re-issuance of Series C
          Preferred Stock                                                  -                    3,560                         -
          Redemption of Series C Preferred
          Stock                                                            -                   (3,560)                        -
          Proceeds from  issuance of stock
          in connection with Myrtle Beach
          transaction                                                      -                   35,091                         -
          Proceeds from issuance of stock in
          connection with Norfolk
          transaction                                                      -                   14,349                     2,169
                                                              --------------           --------------         -----------------
Net cash provided by financing activities                                  -                   82,696                   287,754

Net decrease in cash                                                       -                        -                         -

Cash and cash equivalents, beginning of
 period                                                                    -                        -                         -
                                                              --------------           --------------         -----------------

Cash and cash equivalents, end of period                                   -                        -                         -
                                                              ==============           ==============         =================
</TABLE>

                See accompanying notes to financial statements.

                          TRITON PCS HOLDINGS, INC.
  SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT (Continued)

                           TRITON PCS HOLDINGS, INC.
                         NOTES TO FINANCIAL STATEMENTS


Note 1.

     These statements should be read in conjunction with the Company's
consolidated financial statements and notes thereto filed on Form 10-K.

<TABLE>
<CAPTION>
                                                       TRITON PCS HOLDINGS, INC.

                                            SCHEDULE II - VALUATION AND QULAIFYING ACCOUNTS
                                                            (in thousands)

                                                             Additions        Deductions           Add
                                           Balance at        Charged to       Credited to         Myrtle         Balance
                                           Beginning          Cost and         Costs and          Beach          at end
                                            of year           Expenses         Expenses        Acquisitions       Year
                                            -------           --------         --------        ------------       ----
<S>                                           <C>               <C>              <C>                <C>           <C>
Allowance for doubtful accounts:

      Year ended December 31, 1998                -               636              480               915          1,071

      Year ended December 31, 1999            1,071             2,758            2,064                 -          1,765

Inventory Obsolesce Reserve:
      Year ended December 31, 1999                -               177                -                 -            177

Valuation Allowance for Deferred Tax Assets:

    Year ended December 31, 1997                  -             1,584                -                 -          1,584
    Year ended December 31, 1998              1,584             6,922                -                 -          8,506
    Year ended December 31, 1999              8,506            58,178                -                 -         66,684
</TABLE>

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

(b)      FORM 8-K

     None.

                                       6
<PAGE>

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this amended report to be signed on its behalf by
the undersigned; thereunto duly authorized, in the City of Berwyn, State of
Pennsylvania on November 9, 2000.

                           Triton PCS Holdings, Inc.


                           By:  /s/ William A. Robinson         November 9, 2000
                              ----------------------------------
                                 Vice President and Controller
                                 (principal accounting officer)


                                       7