<PAGE>


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

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

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

                                   FORM 10-Q

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

                 For the quarterly period ended June 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: 333-82509

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

               Delaware                               64-0896438
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)

                  and the parent company of Tritel PCS, Inc.:
                     Commission file number: 333-82509-01

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

               Delaware                               64-0896417
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)

               and the following subsidiary of Tritel PCS, Inc.:
                     Commission file number: 333-82509-02

                          Tritel Communications, Inc.
            (Exact name of registrant as specified in its charter)

               Delaware                               64-0896042
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)

               and the following subsidiary of Tritel PCS, Inc.:
                     Commission file number: 333-82509-03

                             Tritel Finance, Inc.
            (Exact name of registrant as specified in its charter)

               Delaware                               64-0896439
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)

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

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

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

   As of August 14, 2001, the Registrant had 1,000 shares of common stock
outstanding.

   The Registrant is a wholly-owned subsidiary of TeleCorp PCS, Inc. and meets
the conditions set forth in General Instruction H(1) (a) and (b) of Form 10-Q
and is therefore filing this Form 10-Q with the reduced disclosure format.


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

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

<PAGE>

                                     Index

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<C>         <S>                                                                                       <C>
PART I  Financial Information
   Item 1.  Financial Statements
            Consolidated Balance Sheets as of December 31, 2000 and June 30, 2001 (unaudited)........   3
            Consolidated Statements of Operations for the three months ended June 30, 2000
              (unaudited) and 2001 (unaudited) and for the six months ended June 30, 2000 (unaudited)
              and 2001(unaudited)....................................................................   4
            Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2000
              (unaudited) and 2001 (unaudited).......................................................   5
            Notes to Consolidated Financial Statements...............................................   6
   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations....  13
   Item 3.  Quantitative and Qualitative Disclosures About Market Risk...............................  16

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

                                      2

<PAGE>

PART I--Financial Information

Item 1. Financial Statements

                                 TRITEL, INC.

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

<TABLE>
<CAPTION>
                                                                                   December 31,  June 30,
                                                                                       2000        2001
                                                                                   ------------ -----------
                                                                                                (unaudited)
<S>                                                                                <C>          <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents......................................................  $   11,959  $  234,538
   Short-term investments.........................................................          --       7,050
   Accounts receivable, net.......................................................      14,723      21,034
   Inventory, net.................................................................      18,818       6,693
   Prepaid expenses and other current assets......................................       8,591      12,134
                                                                                    ----------  ----------
       Total current assets.......................................................      54,091     281,449
Property and equipment, net.......................................................     568,035     597,356
PCS licences and microwave relocation costs, net..................................     290,101     286,312
Intangible assets--AT&T agreements, net...........................................      53,785      50,924
Other assets......................................................................      61,406      75,302
                                                                                    ----------  ----------
       Total assets...............................................................  $1,027,418  $1,291,343
                                                                                    ==========  ==========

                      LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
   Accounts payable...............................................................  $   64,447  $   42,709
   Accrued expenses and other.....................................................      36,348      41,812
   Microwave relocation obligation, current portion...............................       4,000       3,470
   Long-term debt, current portion................................................      62,285       2,355
   Advance billings...............................................................       5,089       6,796
   Accrued interest...............................................................       1,963      21,672
                                                                                    ----------  ----------
       Total current liabilities..................................................     174,132     118,814
Long-term debt....................................................................     596,186   1,060,993
Accrued expenses and other........................................................      28,601      40,875
Deferred income taxes.............................................................      25,461      25,461
                                                                                    ----------  ----------
       Total liabilities..........................................................     824,380   1,246,143
                                                                                    ----------  ----------
Commitments and contingencies

Stockholder's equity:
   Common stock, par value $0.01 per share, 3,000 shares authorized; 1,000 shares
     issued and outstanding.......................................................          --          --
   Additional paid-in capital.....................................................     880,406     880,406
   Deferred compensation..........................................................      (3,386)       (987)
   Accumulated deficit............................................................    (673,982)   (834,219)
                                                                                    ----------  ----------
       Total stockholder's equity.................................................     203,038      45,200
                                                                                    ----------  ----------
       Total liabilities and stockholder's equity.................................  $1,027,418  $1,291,343
                                                                                    ==========  ==========
</TABLE>

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

                                      3

<PAGE>

                                 TRITEL, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               ($ in thousands)

<TABLE>
<CAPTION>
                                                             For the three months ended  For the six months ended
                                                                      June 30,                   June 30,
                                                             -------------------------   -----------------------
                                                                2000            2001        2000         2001
                                                             -----------     -----------  ----------- -----------
                                                             (unaudited)     (unaudited) (unaudited)  (unaudited)
<S>                                                          <C>         <C> <C>         <C>          <C>
Revenue:
   Service..................................................  $ 14,620        $ 43,402    $  21,435    $  80,722
   Roaming..................................................     7,957          15,905       13,242       30,169
   Equipment................................................     1,848           3,031        4,632        5,846
                                                              --------        --------    ---------    ---------
       Total revenue........................................    24,425          62,338       39,309      116,737
                                                              --------        --------    ---------    ---------
Operating expenses:
   Cost of revenue..........................................     8,939          19,189       16,151       35,109
   Operations and development (including non-cash stock
     compensation of $(4,257), $467, $5,725 and $715).......     7,552          20,247       27,761       39,818
   Selling and marketing (including non-cash stock
     compensation of $(4,156), $0, $5,588 and $0)...........    18,283          29,458       46,184       52,713
   General and administrative (including non-cash stock
     compensation of $(37,773), $1,282, $50,798 and
     $1,684)................................................   (20,195)         25,056       78,141       39,045
   Depreciation and amortization............................    14,324          29,453       24,875       56,679
                                                              --------        --------    ---------    ---------
       Total operating expenses.............................    28,903         123,403      193,112      223,364
                                                              --------        --------    ---------    ---------
       Operating loss.......................................    (4,478)        (61,065)    (153,803)    (106,627)
Other income (expense):
   Interest expense.........................................   (16,056)        (30,036)     (30,416)     (57,462)
   Interest income and other................................     7,224           3,287       15,892        7,061
   Gain (loss) on derivatives...............................        --             321           --       (4,016)
                                                              --------        --------    ---------    ---------
       Net loss before income taxes.........................   (13,310)        (87,493)    (168,327)    (161,044)
   Income tax benefit.......................................       570              --        1,076           --
                                                              --------        --------    ---------    ---------
       Net loss before cumulative effect of a change in
         accounting principle...............................   (12,740)        (87,493)    (167,251)    (161,044)
   Cumulative effect of change in accounting principle,
     net of tax.............................................        --              --           --          807
                                                              --------        --------    ---------    ---------
       Net loss.............................................  $(12,740)       $(87,493)   $(167,251)   $(160,237)
                                                              ========        ========    =========    =========
</TABLE>

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

                                      4

<PAGE>

                                 TRITEL, INC.

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                               ($ in thousands)

<TABLE>
<CAPTION>
                                                                  For the six months
                                                                    ended June 30,
                                                                ----------------------
                                                                   2000        2001
-                                                               ----------- -----------
                                                                (unaudited) (unaudited)
<S>                                                             <C>         <C>
Cash flows from operating activities:
       Net cash used in operating activities...................  $ (85,018)  $ (47,558)
                                                                 ---------   ---------
Cash flows from investing activities:
 Expenditures for property and equipment.......................   (171,798)   (108,935)
 Capitalized interest..........................................     (2,805)         --
 Proceeds from sale of short-term investments..................         --      30,808
 Purchase of short-term investments............................         --     (37,837)
 Other.........................................................        978       1,247
                                                                 ---------   ---------
       Net cash used in investing activities...................   (173,625)   (114,717)
                                                                 ---------   ---------
Cash flows from financing activities:
 Proceeds from (repayment) of long-term debt...................       (449)    450,000
 Proceeds from TeleCorp PCS....................................         --      10,000
 Proceeds from Senior credit facility..........................         --      30,000
 Payments on Senior credit facility............................         --     (90,000)
 Payments of FCC debt..........................................       (198)     (1,124)
 Payment of debt issuance costs................................       (195)    (14,022)
 Proceeds from exercise of stock options.......................        789          --
                                                                 ---------   ---------
       Net cash (used in) provided by financing activities.....        (53)    384,854
                                                                 ---------   ---------
Net (decrease) increase in cash and cash equivalents...........   (258,696)    222,579
Cash and cash equivalents at beginning of period...............    609,269      11,959
                                                                 ---------   ---------
Cash and cash equivalents at end of period.....................  $ 350,573   $ 234,538
                                                                 =========   =========
</TABLE>


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

                                      5

<PAGE>

                                 TRITEL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               ($ in thousands)

1. Summary of Significant Accounting Policies

  Unaudited Interim Financial Information

   The accompanying unaudited consolidated financial statements and related
footnotes have been prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for annual fiscal reporting periods.
In the opinion of management, the interim financial information includes all
adjustments of a normal recurring nature necessary for a fair statement of the
results for the interim periods. Operating results for the six months ended
June 30, 2001 are not necessarily indicative of results that may be expected
for the year ending December 31, 2001.

  Reclassifications

   Certain amounts in the 2000 consolidated financial statements have been
reclassified to conform with the presentation of the consolidated financial
statements as of and for the three and six months ended June 30, 2001.

  Consolidation

   The consolidated financial statements include the accounts of Tritel, Inc.
(the Company) and its wholly-owned subsidiaries, Tritel PCS, Inc. (Tritel PCS);
Tritel A/B Holding Corp.; Tritel C/F Holding Corp.; Tritel Communications,
Inc.; Tritel Finance, Inc.; and others. All intercompany accounts and
transactions have been eliminated in consolidation.

  Recently Issued AccountingStandards

   In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". The
Company intends to adopt SFAS No. 141, which requires, among other matters,
that purchase accounting to be applied to business combinations initiated after
June 30, 2001 by a for-profit organization. The Company intends to adopt SFAS
No. 142 as of January 1, 2002, as required, and as of July 1, 2001 for goodwill
and intangible assets acquired after June 30, 2001 (for the nonamortization and
amortization provisions of the Statement). The Company is in the process of
determining the effect of adopting this standard.

2. Derivative Instruments and Hedging Activities

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

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

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


                                      6

<PAGE>

                                 TRITEL, INC.

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

   The Company adopted Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities" on January
1, 2001. The Company uses certain derivative financial instruments that did not
meet the criteria to be designated for hedge accounting. The Company recorded
as of January 1, 2001 an asset of $807 which represents an estimated fair value
of the derivative instruments along with a one-time after tax benefit of $807
as a cumulative effect of accounting change. For the six months ended June 30,
2001, the Company recognized a loss of $4,016 reported as "loss on derivatives"
in the statement of operations, which represented the change in the fair value
of the derivatives.

3. Long-term Debt

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                   December 31,  June 30,
                                       2000        2001
                                   ------------ -----------
                                                (unaudited)
<S>                                <C>          <C>
Senior credit facility............   $360,000   $  300,000
Senior subordinated notes.........         --      450,000
Senior subordinated discount notes    245,300      260,788
U.S. government financing.........     53,171       52,560
                                     --------   ----------
                                      658,471    1,063,348
Less current portion..............     62,285        2,355
                                     --------   ----------
                                     $596,186   $1,060,993
                                     ========   ==========
</TABLE>

  Senior Credit Facility

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

  Senior Subordinated Notes

   On January 24, 2001, the Company issued $450,000 principal amount of 10
3/8% senior subordinated notes due 2011. The senior subordinated notes are
subject to optional redemption, restrictive covenants, an exchange offer,
registration rights, and transfer restrictions. The Company received $437,500
in net proceeds from the issuance.

4. Related Parties

   The Company engages in transactions with its affiliate company TeleCorp
Wireless, Inc. (Telecorp Wireless), which is also a wholly-owned subsidiary of
TeleCorp PCS, Inc. (TeleCorp PCS). These transactions include shared management
and operational personnel, shared telecommunications assets, reciprocal roaming
revenue and expense agreements, and joint purchasing arrangements. Due to
certain covenants contained in the Company's various indentures, the Company
tracks and settles these amounts in cash monthly at the estimated fair market
value of the underlying transaction. For the three and six months ended June
30, 2001, the Company recognized a net expense related to personnel shared with
TeleCorp Wireless of $1,456 and $2,911, respectively. In addition, for the
three and six months ended June 30, 2001 the Company recognized rental expense
related to telecommunications assets shared with TeleCorp Wireless of $54 and
$108, respectively. For the three and six months ended June 30, 2001 the
Company recognized roaming revenues of $1,527 and $2,706, respectively, and
roaming expenses of $946 and $1,701, respectively. As of June 30, 2001, the
Company had a payable to TeleCorp Wireless of $8,944, included in current
accrued expenses.

                                      7

<PAGE>

                                 TRITEL, INC.

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


5. Commitments

  Pending PCS License Acquisition

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

6. Subsidiary Guarantees

   On May 11, 1999, the Company completed the issuance and sale of 12 3/4%
Senior Subordinated Discount Notes (the Notes). The Notes are fully and
unconditionally guaranteed on a joint and several basis by Tritel
Communications, Inc. and Tritel Finance, Inc., two of Tritel PCS's wholly-owned
subsidiaries. On January 24, 2001, the Company completed the issuance and sale
of the 10  3/8% Subordinated Notes. The Subordinated Notes are also fully and
unconditionally guaranteed on a joint and several basis by Tritel
Communications, Inc. and Tritel Finance, Inc.

   The following condensed consolidating financial statements as of December
31, 2000 and June 30, 2001 and for the three and six months ended June 30, 2000
and 2001, are presented for Tritel, Inc., Tritel PCS, those subsidiaries of
Tritel PCS which serve as guarantors and those subsidiaries which do not serve
as guarantors of the Notes and the senior subordinated discount notes.

                                      8

<PAGE>

                                 TRITEL, INC.

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


                     CONDENSED CONSOLIDATING BALANCE SHEET
                            As of December 31, 2000

<TABLE>
<CAPTION>
                                                                Tritel     Guarantor   Non-Guarantor              Consolidated
                                                  Tritel, Inc.   PCS      Subsidiaries Subsidiaries  Eliminations Tritel, Inc.
                                                  ------------ ---------  ------------ ------------- ------------ ------------
<S>                                               <C>          <C>        <C>          <C>           <C>          <C>
Current assets:
   Cash and cash equivalents.....................   $     --   $  21,222   $  (9,263)    $     --     $      --    $   11,959
   Other current assets..........................      2,546         154      20,497       18,935            --        42,132
                                                    --------   ---------   ---------     --------     ---------    ----------
      Total current assets.......................      2,546      21,376      11,234       18,935            --        54,091
Property and equipment, net......................         --          --     568,035           --            --       568,035
Licenses and other intangibles, net..............     53,785          --      25,029      265,072            --       343,886
Investment in subsidiaries.......................    188,796     (78,811)         --           --      (109,985)           --
Other assets.....................................         --     112,113      25,193           --       (75,900)       61,406
                                                    --------   ---------   ---------     --------     ---------    ----------
      Total assets...............................   $245,127   $  54,678   $ 629,491     $284,007     $(185,885)   $1,027,418
                                                    ========   =========   =========     ========     =========    ==========
Current liabilities:
   Accounts payable, accrued expenses and
    other current liabilities....................   $     --   $   1,318   $ 109,897     $  2,917     $      --    $  114,132
   Revolving credit facility.....................         --      60,000          --           --            --        60,000
   Intercompany payables.........................     20,092    (737,379)    699,443       17,844            --            --
                                                    --------   ---------   ---------     --------     ---------    ----------
      Total current liabilities..................     20,092    (676,061)    809,340       20,761            --       174,132
Non-current liabilities:
   Long-term debt................................         --     545,300      75,366       50,886       (75,366)      596,186
   Deferred income taxes and other liabilities...     21,997      (3,357)      5,708       30,248          (534)       54,062
                                                    --------   ---------   ---------     --------     ---------    ----------
      Total liabilities..........................     42,089    (134,118)    890,414      101,895       (75,900)      824,380
Stockholder's equity (deficit)...................    203,038     188,796    (260,923)     182,112      (109,985)      203,038
                                                    --------   ---------   ---------     --------     ---------    ----------
      Total liabilities and equity (deficit).....   $245,127   $  54,678   $ 629,491     $284,007     $(185,885)   $1,027,418
                                                    ========   =========   =========     ========     =========    ==========
</TABLE>

               CONDENSED CONSOLIDATING BALANCE SHEET (unaudited)
                              As of June 30, 2001
<TABLE>
<CAPTION>
                                                                                      Non-
                                                           Tritel     Guarantor    Guarantor                Consolidated
                                            Tritel, Inc.    PCS      Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                            ------------ ----------  ------------ ------------ ------------ ------------
<S>                                         <C>          <C>         <C>          <C>          <C>          <C>
Current assets:
   Cash and cash equivalents...............   $ 9,703    $  229,435   $   (4,600)   $     --     $     --    $  234,538
   Short-term investments..................        --         7,050           --          --           --         7,050
   Accounts receivable, net................        --            --       21,034          --           --        21,034
   Inventory, net..........................        --            --        6,693          --           --         6,693
   Other current assets....................     2,940           289        8,905          --           --        12,134
                                              -------    ----------   ----------    --------     --------    ----------
      Total current assets.................    12,643       236,774       32,032          --           --       281,449
Property and equipment, net................        --            --      597,356          --           --       597,356
Licenses and other intangibles, net........    50,924            --       24,581     261,731           --       337,236
Investment in subsidiaries.................    33,723      (186,462)          --          --      152,739            --
Other assets...............................        --       143,955       10,299      18,934      (97,886)       75,302
                                              -------    ----------   ----------    --------     --------    ----------
      Total assets.........................   $97,290    $  194,267   $  664,268    $280,665     $ 54,853    $1,291,343
                                              =======    ==========   ==========    ========     ========    ==========
Current liabilities:
   Accounts payable, accrued expenses and
    other current liabilities..............   $    --    $   24,970   $   90,869    $  2,975     $     --    $  118,814
   Intercompany payables...................    20,092      (871,859)     835,982      15,785           --            --
                                              -------    ----------   ----------    --------     --------    ----------
      Total current liabilities............    20,092      (846,889)     926,851      18,760           --       118,814
Non-current liabilities:
   Long-term debt..........................        --     1,010,788       97,170      50,205      (97,170)    1,060,993
   Deferred income taxes and other.........    31,998        (3,355)       8,162      30,247         (716)       66,336
                                              -------    ----------   ----------    --------     --------    ----------
      Total liabilities....................    52,090       160,544    1,032,183      99,212      (97,886)    1,246,143
Stockholder's equity (deficit).............    45,200        33,723     (367,915)    181,453      152,739        45,200
                                              -------    ----------   ----------    --------     --------    ----------
      Total liabilities and equity.........   $97,290    $  194,267   $  664,268    $280,665     $ 54,853    $1,291,343
                                              =======    ==========   ==========    ========     ========    ==========
</TABLE>

                                      9

<PAGE>

                                 TRITEL, INC.

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


          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

                   For the Three Months Ended June 30, 2000

<TABLE>
<CAPTION>
                                                                                Non-
                                                      Tritel    Guarantor    Guarantor                Consolidated
                                        Tritel, Inc.   PCS     Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                        ------------ --------  ------------ ------------ ------------ ------------
<S>                                     <C>          <C>       <C>          <C>          <C>          <C>
Revenue................................   $     --   $     --    $ 24,425     $ 2,150      $(2,150)     $ 24,425
                                          --------   --------    --------     -------      -------      --------
Operating Expenses:
   Cost of revenue.....................         --         --       8,939          --           --         8,939
   Operations and development..........         --         --       7,552          --           --         7,552
   Selling and marketing...............         --         --      18,283          --           --        18,283
   General and administrative..........      2,048         --     (20,093)         --       (2,150)      (20,195)
   Depreciation and amortization.......      1,431         --      11,866       1,027           --        14,324
                                          --------   --------    --------     -------      -------      --------
      Total operating expenses.........      3,479         --      26,547       1,027       (2,150)       28,903
                                          --------   --------    --------     -------      -------      --------
      Operating income (loss)..........     (3,479)        --      (2,122)      1,123           --        (4,478)
Other income (expense):
   Interest expense....................         --    (14,993)       (805)     (1,056)         798       (16,056)
   Interest income.....................         87      7,824         111          --         (798)        7,224
                                          --------   --------    --------     -------      -------      --------
      Loss before income taxes.........     (3,392)    (7,169)     (2,816)         67           --       (13,310)
   Income tax benefit..................        (29)        72         529          (2)          --           570
   Equity in net loss of subsidiaries..     (9,319)    (2,222)         --          --       11,541            --
                                          --------   --------    --------     -------      -------      --------
      Net loss.........................   $(12,740)  $ (9,319)   $ (2,287)    $    65      $11,541      $(12,740)
                                          ========   ========    ========     =======      =======      ========
</TABLE>

          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

                   For the Three Months Ended June 30, 2001

<TABLE>
<CAPTION>
                                                                                Non-
                                                      Tritel    Guarantor    Guarantor                Consolidated
                                        Tritel, Inc.   PCS     Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                        ------------ --------  ------------ ------------ ------------ ------------
<S>                                     <C>          <C>       <C>          <C>          <C>          <C>
Revenue................................   $     --   $     --    $ 62,338     $ 2,562      $ (2,562)    $ 62,338
                                          --------   --------    --------     -------      --------     --------
Operating Expenses:
   Cost of revenue.....................         --         --      19,189          --            --       19,189
   Operations and development..........         --         --      20,247          --            --       20,247
   Selling and marketing...............         --         --      29,458          --            --       29,458
   General and administrative..........         --         20      27,598          --        (2,562)      25,056
   Depreciation and amortization.......      1,430         --      26,335       1,688            --       29,453
                                          --------   --------    --------     -------      --------     --------
      Total operating expenses.........      1,430         20     122,827       1,688        (2,562)     123,403
                                          --------   --------    --------     -------      --------     --------
      Operating income (loss)..........     (1,430)       (20)    (60,489)        874            --      (61,065)
Other income (expense):
   Interest expense....................         --    (28,818)     (2,149)     (1,210)        2,141      (30,036)
   Interest income.....................         97      5,286          45          --        (2,141)       3,287
   Other...............................         --        321          --          --            --          321
   Equity in net loss of subsidiaries..    (86,160)   (62,929)         --          --       149,089           --
                                          --------   --------    --------     -------      --------     --------
      Net loss.........................   $(87,493)  $(86,160)   $(62,593)    $  (336)     $149,089     $(87,493)
                                          ========   ========    ========     =======      ========     ========
</TABLE>

                                      10

<PAGE>

                                 TRITEL, INC.

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


          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

                    For the Six Months Ended June 30, 2000

<TABLE>
<CAPTION>
                                                                                 Non-
                                                      Tritel     Guarantor    Guarantor                Consolidated
                                        Tritel, Inc.   PCS      Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                        ------------ ---------  ------------ ------------ ------------ ------------
<S>                                     <C>          <C>        <C>          <C>          <C>          <C>
Revenue................................  $      --   $      --   $  39,309     $ 3,459      $ (3,459)   $  39,309
                                         ---------   ---------   ---------     -------      --------    ---------
Operating expenses:
   Cost of revenue.....................         --          --      16,151          --            --       16,151
   Operations and development..........         --          --      27,761          --            --       27,761
   Selling and marketing...............         --          --      46,184          --            --       46,184
   General and administrative..........      3,050          --      78,550          --        (3,459)      78,141
   Depreciation and amortization.......      2,861          --      20,171       1,843            --       24,875
                                         ---------   ---------   ---------     -------      --------    ---------
      Total operating expenses.........      5,911          --     188,817       1,843        (3,459)     193,112
                                         ---------   ---------   ---------     -------      --------    ---------
      Operating income (loss)..........     (5,911)         --    (149,508)      1,616            --     (153,803)
Other income (expense):
   Interest expense....................         --     (28,199)     (1,447)     (2,203)        1,433      (30,416)
   Interest income.....................        152      16,831         342          --        (1,433)      15,892
                                         ---------   ---------   ---------     -------      --------    ---------
      Loss before income taxes.........     (5,759)    (11,368)   (150,613)       (587)           --     (168,327)
   Income tax benefit..................         (4)        112         962           6            --        1,076
   Equity in net loss of subsidiaries..   (161,488)   (150,232)         --          --       311,720           --
                                         ---------   ---------   ---------     -------      --------    ---------
      Net loss.........................  $(167,251)  $(161,488)  $(149,651)    $  (581)     $311,720    $(167,251)
                                         =========   =========   =========     =======      ========    =========
</TABLE>

          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

                    For the Six Months Ended June 30, 2001

<TABLE>
<CAPTION>
                                                                                 Non-
                                                      Tritel     Guarantor    Guarantor                Consolidated
                                        Tritel, Inc.   PCS      Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                        ------------ ---------  ------------ ------------ ------------ ------------
<S>                                     <C>          <C>        <C>          <C>          <C>          <C>
Revenue................................  $      --   $      --   $ 116,737     $ 5,116      $ (5,116)   $ 116,737
                                         ---------   ---------   ---------     -------      --------    ---------
Operating Expenses:
   Cost of revenue.....................         --          --      35,109          --            --       35,109
   Operations and development..........         --          --      39,818          --            --       39,818
   Selling and marketing...............         --          --      52,713          --            --       52,713
   General and administrative..........          1          25      44,133           2        (5,116)      39,045
   Depreciation and amortization.......      2,861          --      50,476       3,342            --       56,679
                                         ---------   ---------   ---------     -------      --------    ---------
      Total operating expenses.........      2,862          25     222,249       3,344        (5,116)     223,364
                                         ---------   ---------   ---------     -------      --------    ---------
      Operating income (loss)..........     (2,862)        (25)   (105,512)      1,772            --     (106,627)
Other income (expense):
   Interest expense....................         --     (55,016)     (3,966)     (2,431)        3,951      (57,462)
   Interest income.....................         97      10,830          85          --        (3,951)       7,061
   Other...............................         --      (3,209)         --          --            --       (3,209)
   Equity in net loss of subsidiaries..   (157,472)   (110,052)         --          --       267,524           --
                                         ---------   ---------   ---------     -------      --------    ---------
      Net loss.........................  $(160,237)  $(157,472)  $(109,393)    $  (659)     $267,524    $(160,237)
                                         =========   =========   =========     =======      ========    =========
</TABLE>


                                      11

<PAGE>

                                 TRITEL, INC.

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


          CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited)

                    For the Six Months Ended June 30, 2000

<TABLE>
<CAPTION>
                                                                                                         Non-
                                                                              Tritel     Guarantor    Guarantor   Consolidated
                                                                Tritel, Inc.   PCS      Subsidiaries Subsidiaries Tritel, Inc.
                                                                ------------ ---------  ------------ ------------ ------------
<S>                                                             <C>          <C>        <C>          <C>          <C>
Cash flows from operating activities:
      Net cash provided by (used in) operating activities......   $(2,209)   $   1,379   $ (84,188)    $    --     $ (85,018)
                                                                  -------    ---------   ---------     -------     ---------
Cash flows from investing activities:
   Expenditures for property and equipment.....................        --           --    (171,798)         --      (171,798)
   Other.......................................................        --        1,107        (129)         --           978
   Capitalized interest........................................        --           --      (1,533)     (1,272)       (2,805)
                                                                  -------    ---------   ---------     -------     ---------
      Net cash provided by (used in) investing activities:.....        --        1,107    (173,460)     (1,272)     (173,625)
                                                                  -------    ---------   ---------     -------     ---------
Cash flows from financing activities:
   Payment of long term debt...................................        --           --          --        (449)         (449)
   Payment of FCC debt.........................................        --         (198)         --          --          (198)
   Intercompany receivable/payable.............................     1,615     (258,202)    254,866       1,721            --
   Proceeds from exercise of stock options.....................       789           --          --          --           789
   Payment of debt issuance costs..............................      (195)          --          --          --          (195)
                                                                  -------    ---------   ---------     -------     ---------
      Net cash provided by (used in) financing activities:.....     2,209     (258,400)    254,866       1,272           (53)
                                                                  -------    ---------   ---------     -------     ---------
Net decrease in cash and cash equivalents......................        --     (255,914)     (2,782)         --      (258,696)
Cash and cash equivalents at beginning of period...............        --      613,999      (4,730)         --       609,269
                                                                  -------    ---------   ---------     -------     ---------
Cash and cash equivalents at end of period.....................   $    --    $ 358,085   $  (7,512)    $    --     $ 350,573
                                                                  =======    =========   =========     =======     =========
</TABLE>

          CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited)

                    For the Six Months Ended June 30, 2001

<TABLE>
<CAPTION>
                                                                                               Non-
                                                                    Tritel     Guarantor    Guarantor   Consolidated
                                                      Tritel, Inc.   PCS      Subsidiaries Subsidiaries Tritel, Inc.
                                                      ------------ ---------  ------------ ------------ ------------
<S>                                                   <C>          <C>        <C>          <C>          <C>
Cash flows from operating activities:
      Net cash used in operating activities..........   $  (298)   $    (558)  $ (46,702)    $    --     $ (47,558)
                                                        -------    ---------   ---------     -------     ---------
Cash flows from investing activities:
   Expenditures for property and equipment...........        --           --    (108,935)         --      (108,935)
   Purchase of short-term investments, net...........        --       (7,029)         --          --        (7,029)
   Other.............................................        --        1,132         115          --         1,247
                                                        -------    ---------   ---------     -------     ---------
      Net cash used in investing activities:.........        --       (5,897)   (108,820)         --      (114,717)
                                                        -------    ---------   ---------     -------     ---------
Cash flows from financing activities:
   Proceeds from long term debt......................        --      450,000          --          --       450,000
   Proceeds from TeleCorp PCS........................    10,000           --          --          --        10,000
   Payments on senior credit facility, net...........        --      (60,000)         --          --       (60,000)
   Payments on long-term debt........................        --           --          --      (1,124)       (1,124)
   Payment of debt issuance cost.....................        --      (14,022)         --          --       (14,022)
   Intercompany receivable/payable...................        --     (161,310)    160,186       1,124            --
                                                        -------    ---------   ---------     -------     ---------
      Net cash provided by financing activities:.....    10,000      214,668     160,186          --       384,854
                                                        -------    ---------   ---------     -------     ---------
   Net increase in cash and cash equivalents.........     9,702      208,213       4,664          --       222,579
   Cash and cash equivalents at beginning of period..        --       21,222      (9,263)         --        11,959
                                                        -------    ---------   ---------     -------     ---------
   Cash and cash equivalents at end of period........   $ 9,702    $ 229,435   $  (4,599)    $    --     $ 234,538
                                                        =======    =========   =========     =======     =========
</TABLE>


                                      12

<PAGE>

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

General

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

Overview

   The Company is an AT&T Wireless affiliate in the United States providing
digital wireless personal communications services, or PCS, to a licensed
service area covering approximately 14.7 million people. As of June 30, 2001,
the Company had launched service in 38 markets having approximately 13.7
million people and representing approximately 98% of the population where the
Company holds licenses in the United States. As of June 30, 2001, the Company
served more than 264,000 customers. Under the terms of the strategic alliance
the Company has with AT&T, the Company is AT&T's exclusive provider of wireless
mobility services on the Company's network. The Company is a wholly-owned
subsidiary of TeleCorp PCS, Inc.

Results of Operations

  Three months ended June 30, 2001 compared to three months ended June 30, 2000

Subscribers

   Net additions were 28,810 and 40,555 for the three months ended June 30,
2001 and 2000, respectively. Total PCS subscribers were 264,965 and 104,355 as
of June 30, 2001 and 2000, respectively.

Revenue

   Revenue for the three months ended June 30, 2001 and 2000 was $62.3 million
and $24.4 million, respectively. Service revenue for the three months ended
June 30, 2001 and 2000 was $43.4 million and $14.6 million, respectively. The
increase in service revenue of $28.8 million was due to the addition of
subscribers and the launch of additional markets. Roaming revenue for the three
months ended June 30, 2001 and 2000 was $15.9 million and $8.0 million,
respectively. The increase in roaming revenue of $7.9 million was due primarily
to the full year use on cell sites integrated in 2000 and to additional cell
sites integrated in 2001. Equipment revenue for the three months ended June 30,
2001 and 2000 was $3.0 million and $1.8 million, respectively.

Cost of revenue

   Cost of revenue for the three months ended June 30, 2001 and 2000 was $19.2
million and $8.9 million, respectively. The increase in cost of revenue of
$10.3 million was due primarily to additional roaming, interconnection and long
distance expenses in connection with the Company's increased subscriber base
and increases in equipment costs since June 30, 2000 due to increased gross
additions during 2000 and 2001.

                                      13

<PAGE>

Operations and development

   Operations and development expense was $20.2 million and $7.6 million
(including non-cash stock compensation of $0.5 million and negative $4.3
million, respectively) for the three months ended June 30, 2001 and 2000,
respectively. Excluding non-cash stock compensation the increase of $7.8
million was primarily due to the development and growth of infrastructure and
staffing and maintenance related to the support of the Company's network.

Selling and marketing

   Selling and marketing expense was $29.5 million and $18.3 million (including
non-cash stock compensation of $0.0 million and negative $4.2 million,
respectively) for the three months ended June 30, 2001 and 2000, respectively.
Excluding non-cash stock compensation the increase of $7.0 million was
primarily due to the cost of acquiring new subscribers as well as costs related
to a full year of service. Costs associated with the Company's increased market
base included advertising and promotion costs and commissions.

General and administrative

   General and administrative expense was $25.1 million and negative $20.2
million (including non-cash stock compensation of $1.3 million and negative
$37.8 million, respectively) for the three months ended June 30, 2001 and 2000,
respectively. Excluding non-cash stock compensation the increase of $6.2
million was due to the development and growth of infrastructure and staffing
related to information technology, billing, customer care, accounting, human
resources and other administrative functions incurred in conjunction with
managing the corresponding growth in the Company's subscriber base and
launching the additional markets.

Depreciation and amortization

   Depreciation and amortization expense was $29.5 million and $14.3 million
for the three months ended June 30, 2001 and 2000, respectively. The increase
of $15.2 million related primarily to depreciation of the Company's property
and equipment as well as the amortization of its PCS licenses and the AT&T
operating agreements related to the Company's markets launched between July 1,
2000 and June 30, 2001.

Interest income

   Interest income was $3.3 million and $7.2 million for the three months ended
June 30, 2001 and 2000, respectively. The decrease of $3.9 million was due
primarily to lower cash balances available for investment during the 2001
period.

Interest expense

   Interest expense was $30.0 million and $16.1 million for the three months
ended June 30, 2001 and 2000, respectively. The increase of $13.9 million
relates primarily to interest incurred on the Company's $450 million Senior
Subordinated Notes issued in January 2001.

Results of Operations

  Six months ended June 30, 2001 compared to six months ended June 30, 2000

Subscribers

   Net additions were 59,290 and 79,755 for the six months ended June 30, 2001
and 2000, respectively. Total PCS subscribers were 264,965 and 104,355 as of
June 30, 2001 and 2000, respectively.

Revenue

   Revenue for the six months ended June 30, 2001 and 2000 was $116.7 million
and $39.3 million, respectively. Service revenue for the six months ended June
30, 2001 and 2000 was $80.7 million and $21.4 million, respectively. The
increase in service revenue of $59.3 million was due to the addition of
subscribers and

                                      14

<PAGE>

the launch of additional markets. Roaming revenue for the six months ended June
30, 2001 and 2000 was $30.2 million and $13.2 million, respectively. The
increase in roaming revenue of $17.0 million was due primarily to the full year
use on cell sites integrated in 2000 and to additional cell sites integrated in
2001. Equipment revenue for the six months ended June 30, 2001 and 2000 was
$5.8 million and $4.6 million, respectively.

Cost of revenue

   Cost of revenue for the six months ended June 30, 2001 and 2000 was $35.1
million and $16.2 million, respectively. The increase in cost of revenue of
$18.9 million was due primarily to additional roaming, interconnection and long
distance expenses in connection with the Company's increased subscriber base
and increases in equipment costs due to increased gross additions during 2000
and 2001.

Operations and development

   Operations and development expense was $39.8 million and $27.8 million
(including non-cash stock compensation of $0.7 million and $5.7 million,
respectively) for the six months ended June 30, 2001 and 2000, respectively.
Excluding non-cash stock compensation the increase of $17.0 million was
primarily due to the development and growth of infrastructure and staffing and
maintenance related to the support of the Company's network.

Selling and marketing

   Selling and marketing expense was $52.7 million and $46.2 million (including
non-cash stock compensation of $0.0 million and $5.6 million, respectively) for
the six months ended June 30, 2001 and 2000, respectively. Excluding non-cash
stock compensation the increase of $12.1 million was primarily due to the cost
of acquiring new subscribers as well as costs related to a full year of
service. Costs associated with the Company's increased market base included
advertising and promotion costs and commissions.

General and administrative

   General and administrative expense was $39.0 million and $78.1 million
(including non-cash stock compensation of $1.7 million and $50.8 million,
respectively) for the six months ended June 30, 2001 and 2000, respectively.
Excluding non-cash stock compensation the increase of $10.0 million was due to
the development and growth of infrastructure and staffing related to
information technology, billing, customer care, accounting, human resources and
other administrative functions incurred in conjunction with managing the
corresponding growth in the Company's subscriber base and launching the
additional markets.

Depreciation and amortization

   Depreciation and amortization expense was $56.7 million and $24.9 million
for the six months ended June 30, 2001 and 2000, respectively. The increase of
$31.8 million related primarily to depreciation of the Company's property and
equipment as well as the amortization of its PCS licenses and the AT&T
operating agreements related to the Company's markets launched between July 1,
2000 and June 30, 2001.

Interest income

   Interest income was $7.1 million and $15.9 million for the six months ended
June 30, 2001 and 2000, respectively. The decrease of $8.8 million was due
primarily to lower cash balances available for investment during the period.

Interest expense

   Interest expense was $57.5 million and $30.4 million for the six months
ended June 30, 2001 and 2000, respectively. The increase of $27.1 million
relates primarily to interest incurred on the Company's $450 million Senior
Subordinated Notes issued in January 2001.

                                      15

<PAGE>

Forward Looking Statements: Cautionary Statements

   Statements in this quarterly report expressing the Company's expectations
and beliefs regarding its future results or performance are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995, which statements involve a number of risks and uncertainties. In
particular, certain statements contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations which are not
historical facts constitute forward-looking statements. Although the Company
believes that the expectations expressed in such forward-looking statements are
based on reasonable assumptions within the bounds of its knowledge of its
business, the Company's actual future results may differ significantly from
those stated in any forward-looking statements. Factors that may cause or
contribute to such differences include, but are not limited to, the risks
described in the Annual Report on Form 10-K filed by TeleCorp PCS, Inc. for the
fiscal year ended December 31, 2000.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

   Intentionally omitted as the registrant is a wholly-owned subsidiary of
TeleCorp PCS, Inc. and meets the conditions set forth in General Instruction
H(1) (a) and (b) of Form 10-Q and is, therefore, filing this Form 10-Q with the
reduced disclosure format.

PART II--Other Information

Item 1. Legal Proceedings.

   None.

Items 2, 3, and 4.

   Intentionally omitted as the registrant is a wholly-owned subsidiary of
TeleCorp PCS, Inc. and meets the conditions set forth in General Instruction
H(1) (a) and (b) of Form 10-Q and is, therefore, filing this Form 10-Q with the
reduced disclosure format.

Item 5. Other Information.

   None.

Item 6. Reports on Form 8-K.

   (b) Reports on Form 8-K:

   Tritel, Inc., Tritel PCS, Inc., Tritel Communications, Inc., and Tritel
Finance, Inc., all filed a Current Report on Form 8-K dated April 30, 2001,
reporting events under Item 4.

                                      16

<PAGE>

                                  SIGNATURES

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

                                          TRITEL, INC.

Date: August 14, 2001

<TABLE>
<CAPTION>
                                                    /S/ THOMAS H. SULLIVAN
                                          By: ----------------------------------
                                          <C> <S>
                                                      Thomas H. Sullivan
                                              President, Chief Financial Officer
                                              and Treasurer (Principal Financial
                                                   and Accounting Officer)
</TABLE>

                                          SUBSIDIARY OF TRITEL, INC.
Date: August 14, 2001
                                          TRITEL PCS, INC.

<TABLE>
<CAPTION>
                                                    /S/ THOMAS H. SULLIVAN
                                          By: ----------------------------------
                                          <C> <S>
                                                      Thomas H. Sullivan
                                              President, Chief Financial Officer
                                              and Treasurer (Principal Financial
                                                   and Accounting Officer)
</TABLE>

                                          SUBSIDIARY OF TRITEL PCS, INC.
Date: August 14, 2001
                                          TRITEL COMMUNICATIONS, INC.

<TABLE>
<CAPTION>
                                                    /S/ THOMAS H. SULLIVAN
                                          By: ----------------------------------
                                          <C> <S>
                                                      Thomas H. Sullivan
                                              President, Chief Financial Officer
                                              and Treasurer (Principal Financial
                                                   and Accounting Officer)
</TABLE>

                                          SUBSIDIARY OF TRITEL PCS, INC.
Date: August 14, 2001
                                          TRITEL FINANCE, INC.

<TABLE>
<CAPTION>
                                                    /S/ THOMAS H. SULLIVAN
                                          By: ----------------------------------
                                          <C> <S>
                                                      Thomas H. Sullivan
                                              President, Chief Financial Officer
                                              and Treasurer (Principal Financial
                                                   and Accounting Officer)
</TABLE>

                                      17