<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-Q/A

                                  (Mark One)
    [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                 For the quarterly period ended June 30, 2000

                                      or

    [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                         Commission File No. 000-28435

                                  TRITEL, INC

            (Exact name of registrant as specified in its charter)



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


                              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[_]

     On August 10, 2000, there were 97,855,175 shares of class A voting common
stock, 2,927,120 shares of class B non-voting common stock, 1,380,448 shares
of class C common stock, 4,962,804 shares of class D common stock and 6 shares
of voting preference common stock outstanding.

                                EXPLANATORY NOTE

     This Form 10-Q/A amends Item 1 and Item 2 of the Company's quarterly report
on Form 10-Q for the three and six month periods ended June 30, 2000 (the "Form
10-Q") filed with the Securities and Exchange Commission on August 11, 2000.
The purpose of this Form 10-Q/A is to restate the amount of reported outcollect
revenues from roaming customers and separately state revenues by source
(service, roaming and equipment).  As previously publicly announced on January
5, 2001, subsequent to filing the Form 10-Q, the Company became aware that the
amount of outcollect revenues from roaming customers required revision.
Furthermore, subsequent to the merger with TeleCorp Wireless, Inc., management
concluded that revenues are to be stated separately by source.  Accordingly, the
Company has determined to restate its financial statements as of and for the
three and six months ended June 30, 2000.

     Except for Item 1 and Item 2 of Part I, no other information in the
original report on Form 10-Q is amended by this Form 10-Q/A.

<PAGE>

                                    Form 10-Q/A

                                  Tritel, Inc.

                           Quarter Ended June 30, 2000

                                Table of Contents

PART I.  FINANCIAL INFORMATION

Item 1.  Tritel, Inc. Financial Statements (Unaudited):
           Condensed Consolidated Balance Sheets-
             December 31, 1999 and June 30, 2000 ...........................2

           Condensed Consolidated Statements of Operations-
             Three and Six Month Periods Ended June 30, 1999 and
             June 30, 2000..................................................3

           Condensed Consolidated Statements of Cash Flows-
             Three and Six Month Periods Ended June 30, 1999 and
             June 30, 2000..................................................4

             Notes to Condensed Consolidated Financial Statements...........5

Item 2.    Management's Discussion and Analysis of Results of
                Operations and Financial Condition.........................21

<PAGE>

                                  TRITEL, INC.
                      Condensed Consolidated Balance Sheets
                 December 31, 1999 and June 30, 2000 (unaudited)
                    (amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                 December 31,           June 30,
                                                                                     1999                2000
                                                                                 ---------------   ------------------
                                                                                                      (unaudited)
<S>                                                                            <C>                        <C>
Assets
Current assets:
   Cash and cash equivalents                                                   $       609,269            350,573
   Accounts receivable, net                                                              5,040             12,327
   Inventory                                                                             8,957             20,512
   Prepaid expenses and other current assets                                             7,298              9,974
                                                                                 -------------     --------------
                 Total current assets                                                  630,564            393,386

Restricted cash                                                                          6,594              5,487
Property and equipment, net                                                            262,343            415,651
Federal Communications Commission licensing costs, net                                 201,946            202,894
Intangible assets, net                                                                  59,508             56,646
Other assets                                                                            35,407             33,689
                                                                                 -------------     --------------
                 Total assets                                                  $     1,196,362          1,107,753
                                                                                 =============     ==============
      Liabilities and Stockholders' Equity

Current liabilities:
   Current maturities of long-term debt                                        $           923                974
   Accounts payable and accrued liabilities                                            113,324            114,974
                                                                                 -------------     --------------
                 Total current liabilities                                             114,247            115,948
                                                                                 -------------     --------------
Non-current liabilities:
   Long-term debt                                                                      557,716            571,464
   Deferred income taxes and other liabilities                                          37,367             37,856
                                                                                 -------------     --------------
                 Total non-current liabilities                                         595,083            609,320
                                                                                 -------------     --------------
                 Total liabilities                                                     709,330            725,268
                                                                                 -------------     --------------
Series A 10% redeemable convertible preferred stock                                     99,586            104,119
                                                                                 -------------     --------------
Stockholders' equity:
   Preferred stock, authorized 3,100,000 shares:
     Series D, outstanding 46,374 shares in 1999 and 2000                               46,374             46,374
   Common stock issued and outstanding at June 30, 2000
     Class A Voting - 97,840,722 shares; Class B Non-voting - 2,927,120
     shares; Class C - 1,380,448; Class D - 4,962,804 shares, Voting
       Preference -- 6 shares                                                            1,071              1,071
   Additional paid in capital                                                          602,359            734,981
   Deferred compensation                                                                     -            (74,450)
   Accumulated deficit                                                                (262,358)          (429,610)
                                                                                 -------------     --------------
                 Total stockholders' equity                                            387,446            278,366
                                                                                 -------------     --------------
                 Total liabilities, redeemable preferred stock
                     and stockholders' equity                              $         1,196,362          1,107,753
                                                                                 =============     ==============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.



                                       2
<PAGE>

                                  TRITEL, INC.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

        For the Three and Six Month Periods Ended June 30, 1999 and 2000
                  (amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                      Three months ended                   Six months ended
                                                           June 30,                            June 30,
                                                 ------------------------------     --------------------------------
                                                    1999            2000                1999             2000
                                                 ------------  ----------------     -------------  -----------------
        <S>                                  <C>                  <C>                <C>              <C>
        Revenues:
          Service                            $           -            14,620                 -            21,435
          Roaming                                        -             7,957                 -            13,242
          Equipment                                      -             1,848                 -             4,632
                                                  --------        ----------          --------        ----------
            Total revenues                               -            24,425                 -            39,309
                                                  --------        ----------          --------        ----------
        Operating expenses:

          Cost of service and equipment                  -            15,409                 -            29,111
          Technical operations                       1,990            11,795             3,946            21,987
          General and administrative                 4,314            17,097             7,204            26,425
          Sales and marketing                        1,708            16,464             2,724            28,603
          Stock-based compensation                       -           (46,186)               -             62,111
          Depreciation and amortization              1,865            14,324             3,474            24,875
                                                  --------        ----------          --------        ----------
            Total operating expenses                 9,877            28,903            17,348           193,112
                                                  --------        ----------          --------        ----------

              Operating loss                        (9,877)           (4,478)          (17,348)         (153,803)

        Interest income                              4,205             7,224             5,332            15,892
        Financing cost                                   -                 -            (2,230)                -
        Interest expense                            (5,104)          (16,056)           (5,104)          (30,416)
                                                  --------        ----------          --------        ----------

              Loss before income taxes             (10,776)          (13,310)          (19,350)         (168,327)

        Income tax benefit                           4,121               570             6,448             1,076
                                                  --------        ----------          --------        ----------
              Net loss                              (6,655)          (12,740)          (12,902)         (167,251)


        Series A preferred dividend                 (2,261)           (2,267)           (4,347)           (4,534)
            requirement                           --------        ----------          --------        ----------

        Net loss available to
            common stockholders              $      (8,916)          (15,007)          (17,249)         (171,785)
                                                  ========        ==========          ========        ==========
        Basic and diluted
        net loss per common share            $      (2.94)             (0.13)           (5.68)             (1.45)
                                                  ========        ==========          ========        ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>

                                  TRITEL, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

        For the Three and Six Month Periods Ended June 30, 1999 and 2000
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                            Three months ended                Six months ended
                                                                 June 30,                         June 30,
                                                      -------------------------------   -----------------------------
                                                          1999             2000            1999            2000
                                                      -------------   ---------------   ------------  ---------------
<S>                                                <C>                    <C>              <C>            <C>
Cash flows from operating activities:
   Net loss                                             $  (6,655)        (12,740)         (12,902)       (167,251)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Financing costs                                            -               -            2,230               -
     Depreciation and amortization                          1,865          14,324            3,474          24,875
     Stock-based compensation                                   -         (46,186)               -          62,111
     Accretion of discount on debt and
     amortization of debt issuance costs                        -           7,233                -          13,705
    Deferred income tax benefit                            (4,121)           (570)          (6,448)         (1,076)
    Provision for bad debts                                     -             362                -             550
    Changes in operating assets and liabilities:
      Accounts receivable                                       -          (4,596)               -          (7,837)
      Inventory                                                 -          (3,352)               -         (10,805)
      Accounts payable and accrued expenses                 4,811          14,028            3,171           3,094
      Change in other assets and liabilities               (2,115)         (1,683)          (3,941)         (2,384)
                                                         ---------       ---------        ---------      ----------
        Net cash used in operating activities              (6,215)        (33,180)         (14,416)        (85,018)
                                                         ---------       ---------         --------      ----------

Cash flows from investing activities:
    Capital expenditures                                  (22,329)        (98,632)         (44,687)       (171,798)
    Advance under notes receivable                            (50)              -           (7,550)              -
    Capitalized interest on network
      construction and FCC licensing                       (2,181)           (999)          (5,896)         (2,805)
      costs
    (Increase) decrease in restricted cash                    436               -           (7,957)          1,107
    Other                                                    (325)            554             (325)           (129)
                                                        ----------      ---------         ---------     ----------
        Net cash used in investing activities             (24,449)        (99,077)         (66,415)       (173,625)
                                                        ---------       ---------         --------      ----------

Cash flows from financing activities:
    Proceeds from (repayments of)
      long-term debt                                      200,240            (234)         400,240            (449)
    Repayments of notes payable                                 -               -          (22,100)              -
    Payment of debt issuance costs and
      other deferred charges                               (9,272)              -          (36,473)           (198)
    Payment of stock issuance costs                             -            (132)               -            (195)
    Proceeds from vendor discount                               -               -           15,000               -
    Issuance of preferred stock                                 -               -          113,623               -
    Proceeds from exercise of stock options                     -             737                -             789
                                                        ---------       ---------         --------      ----------
        Net cash provided by (used in)
         financing activities                             190,968             371          470,290             (53)
                                                        ---------       ---------         --------      ----------
Net increase (decrease) in cash and cash
  equivalents                                             160,304        (131,886)         389,459        (258,696)
Cash and cash equivalents at beginning of period          230,001         482,459              846         609,269
                                                        ---------       ---------         --------      ----------
Cash and cash equivalents at end of period             $  390,305         350,573          390,305         350,573
                                                        =========       =========         ========      ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>

                                 Tritel, Inc.
             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)

1.   Organization

     Tritel, Inc. ("Tritel") was formed on April 23, 1998 by the controlling
     members of Airwave Communications LLC and Digital PCS, LLC, our
     predecessor companies, to develop PCS markets in the south-central United
     States. On January 7, 1999, our predecessor companies transferred
     substantially all of their assets and liabilities at historical cost to
     Tritel in exchange for 18,262 shares of series C preferred stock in
     Tritel. The controlling members of our predecessor companies control
     Tritel. Tritel continued the activities of our predecessor companies and,
     for accounting purposes, this transaction was accounted for as a
     reorganization of the predecessor company into a C corporation and a name
     change to Tritel. Tritel and the predecessor company, together with
     Tritel's subsidiaries, are referred to collectively as "the Company."

2.   Merger with Telecorp PCS

     On February 28, 2000, Tritel and TeleCorp PCS, Inc. announced the signing
     of a definitive agreement and plan of reorganization and contribution,
     called the Merger Agreement, for an all stock, tax-free merger, called
     the Merger. The Merger Agreement provides for the creation of a new
     entity to be called TeleCorp PCS, Inc. Tritel and TeleCorp will merge
     into subsidiaries of the new entity.

     Under the Merger Agreement, each share of Tritel class A voting common
     stock will be converted into the right to receive 0.76 shares of the new
     entity's class A common stock. This exchange ratio is fixed regardless of
     future stock price movement.

     Tritel and TeleCorp shareholders approved the Merger on August 8, 2000.
     The Merger is still subject to regulatory approval.

3.   Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements of
     the Company have been prepared pursuant to the rules and regulations of
     the Securities and Exchange Commission (the "SEC"). Certain information
     and footnote disclosures normally included in financial statements
     presented in accordance with generally accepted accounting principles
     have been condensed or omitted pursuant to such rules and regulations. In
     the opinion of management, the condensed consolidated financial
     statements include all adjustments, consisting of normal recurring items,
     necessary to fairly present the results of operations, financial position
     and cash flows for the periods presented. The results of operations for
     an interim period are not necessarily indicative of the results of
     operations that may be expected for the complete fiscal year.

     The condensed consolidated financial statements should be read in
     conjunction with the consolidated financial statements and notes thereto
     for the year ended December 31, 1999 included in the Company's Annual
     Report to Shareholders on Form 10-K.

4.   Restatement of Financial Statements

     As previously publicly announced on January 5, 2001, subsequent to filing
     its quarterly report on Form 10-Q for the period ended June 30, 2000, the
     Company became aware that the amount of outcollect revenues from roaming
     customers required revision. Furthermore, subsequent to the merger with
     TeleCorp Wireless, Inc., management concluded that revenues are to be
     stated separately by source (service, roaming and equipment). Accordingly,
     the Company has determined to restate its financial statements as of and
     for the three and six months ended June 30, 2000. The total effect of the
     revision to roaming revenue was $1.4 million and $2.0 million for the three
     and six months ended June 30, 2000.

                                       5
<PAGE>

5.   Supplemental Cash Flow Information

<TABLE>
<CAPTION>

                                                                               Six months ended
                                                                                   June 30,
                                                                      --------------------------------
                                                                          1999              2000
                                                                      -------------    ---------------
<S>                                                                   <C>                   <C>

     (Amounts in Thousands)
     Supplementary Information:
       Cash paid for interest, net of amounts capitalized              $   5,104            16,711
                                                                         =======          ========
     Significant non-cash investing and financing activities:
       Capitalized interest and discount on debt                       $     455             2,301
                                                                         =======          ========
       Capital expenditures included in accounts payable and
        accrued expenses                                               $       -            80,469
                                                                         =======          ========
</TABLE>

6.   Stock Option Plan and Other Restricted Stock Awards

     We have issued a total of 12,362,380 shares of our class A voting and
     class C common stock to members of our management, primarily in
     connection with the formation of the joint venture with AT&T Wireless
     Services. These shares are subject to vesting and are currently held in
     escrow. These shares are also subject to individual repurchase agreements
     with each employee, which collectively were considered a "variable stock
     plan" under generally accepted accounting principles. These individual
     repurchase agreements were modified to remove the provision that required
     the employees to surrender a portion of their vested shares. The
     effective date of this modification, which occurred in June 2000, became
     the measurement date upon which the value of the awards was fixed. Future
     stock price movement will not result in charges that differ from this
     amount. The stock-based compensation for the current quarter was a
     benefit of $46.2 million and was an expense of $62.1 million for the six
     months ended June 30, 2000. The Company will recognize additional
     non-cash compensation expense related to these shares for the period from
     2000 to 2004 of approximately $74.5 million.


                                       6
<PAGE>

7.   Recently Issued Accounting Standards

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
     Financial Accounting Statement No. 133, Accounting for Derivative
     Instruments and Hedging Activities, ("FAS133"). FAS133 establishes
     accounting and reporting standards for derivative instruments, including
     certain derivative instruments embedded in other contracts, and for
     hedging activities. It requires that an entity recognize all derivatives
     as either assets or liabilities in the statement of financial position
     and measure those instruments at fair value. FAS133 will significantly
     change the accounting treatment of derivative instruments and, depending
     upon the underlying risk management strategy, these accounting changes
     could affect future earnings, assets, liabilities, and shareholders'
     equity. The Company is closely monitoring the deliberations of the FASB's
     derivative implementation task force. With the issuance of Financial
     Accounting Statement No. 137, Accounting for Derivative Instruments and
     Hedging Activities - Deferral of the Effective Date of FASB Statement No.
     133, which delayed the effective date of FAS133, the Company will be
     required to adopt FAS133 on January 1, 2001. Presently, the Company has
     determined the adoption will not have a material impact on the consolidated
     financial statements of the Company.

     In December 1999, the SEC issued Staff Accounting Bulletin Number 101,
     "Revenue Recognition in Financial Statements" ("SAB 101"). The guidelines
     in SAB 101 must be adopted during the fourth quarter of 2000. The Company
     determined that the adoption of these guidelines does not have a material
     impact on its consolidated financial statements.


                                       7
<PAGE>

8.   Condensed Consolidating Financial Statements

     The following condensed consolidating financial statements as of December
     31, 1999 and June 30, 2000 and for the three and six month periods ended
     June 30, 1999 and 2000 are presented for Tritel, Tritel PCS, those
     subsidiaries of Tritel PCS who serve as guarantors and those subsidiaries
     who do not serve as guarantors of the senior subordinated discount notes.


                      Condensed Consolidating Balance Sheet
                             As of December 31, 1999


<TABLE>
<CAPTION>
           (Amounts in thousands)            Tritel,    Tritel PCS,  Guarantor   NonGuarantor              Consolidated
                                              Inc.         Inc.     Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                           -----------------------------------------------------------------------------

      Current assets:
      <S>                               <C>               <C>         <C>           <C>        <C>          <C>
        Cash and cash equivalents       $         -       613,999      (4,730)            -            -      609,269
        Other current assets                  2,462         1,407      17,426             -            -       21,295
        Intercompany receivables              1,799       210,673           -             -     (212,472)           -
                                           --------       -------     -------       -------      -------      -------
            Total current assets              4,261       826,079      12,696             -     (212,472)     630,564

      Restricted cash                             -         6,594           -             -            -        6,594
      Property and equipment, net                 -             -     262,343             -            -      262,343
      Licenses and other intangibles         59,508             -           -       201,946            -      261,454
      Investment in subsidiaries            445,301        73,286           -             -     (518,587)           -
      Other long term assets                      -        62,633          82             -      (27,308)      35,407
                                           --------       -------     -------       -------      -------      -------
            Total assets                $   509,070       968,592     275,121       201,946     (758,367)   1,196,362
                                        ===========       =======     =======       =======      =======    =========
      Current liabilities:
        Accounts payable, accrued
         expenses and other current
         liabilities                    $        29         1,240     111,257         1,721           -      114,247


        Intercompany payables                     -             -     196,950        15,522    (212,472)           -
                                           --------       -------     -------       -------     -------      -------
            Total current liabilities            29         1,240     308,207        17,243    (212,472)     114,247

      Non-current liabilities:
        Long-term debt                            -       516,734      27,121        40,982     (27,121)     557,716
        Deferred income taxes and            22,009         5,318     (20,024)       30,251        (187)      37,367
        other
                                           --------       -------     -------       -------     -------      -------

             Total liabilities               22,038       523,292     315,304        88,476    (239,780)     709,330

      Series A redeemable convertible
        preferred stock                      99,586             -           -             -           -       99,586
                                           --------       -------     -------       -------     -------      -------

      Stockholders' equity (deficit)        387,446       445,300     (40,183)      113,470    (518,587)     387,446
                                           --------       -------     -------       -------     -------      -------

             Total liabilities and
               equity                    $  509,070       968,592     275,121       201,946    (758,367)   1,196,362
                                        ===========       =======     =======       =======     =======    =========
</TABLE>


                                       8
<PAGE>

                      Condensed Consolidating Balance Sheet
                               As of June 30, 2000

<TABLE>
<CAPTION>

       (Amounts in thousands)               Tritel,    Tritel PCS,     Guarantor  NonGuarantor              Consolidated
                                              Inc.         Inc.      Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                           ------------------------------------------------------------------------------
<S>                                     <C>                 <C>          <C>            <C>       <C>          <C>

      Current assets:
        Cash and cash equivalents       $            -      358,085       (7,512)            -           -       350,573
        Other current assets                     3,756        2,000       37,057             -           -        42,813
        Intercompany receivables                     -      449,808            -             -    (449,808)            -
                                           ------------------------------------------------------------------------------
            Total current assets                 3,756      809,893       29,545             -    (449,808)      393,386

      Restricted cash                                -        5,487            -             -           -         5,487
      Property and equipment, net                    -            -      415,651             -           -       415,651
      Licenses and other intangibles            56,646            -            -       202,894           -       259,540
      Investment in subsidiaries               346,283      (14,474)           -             -    (331,809)            -
      Other long term assets                         -       75,976          410             -     (42,697)       33,689
                                           ------------------------------------------------------------------------------

             Total assets                $     406,685      876,882      445,606       202,894    (824,314)    1,107,753
                                           ==============================================================================

      Current liabilities:
        Accounts payable, accrued
          expenses and
          other current liabilities      $       2,010        1,003      111,355         1,580           -       115,948
        Intercompany payables                      177            -      432,417        17,214    (449,808)            -
                                           ------------------------------------------------------------------------------
            Total current liabilities            2,187        1,003      543,772        18,794    (449,808)      115,948

      Non-current liabilities:
        Long-term debt                               -      530,497       42,409        40,967     (42,409)      571,464
        Deferred income taxes and               22,013         (901)     (13,213)       30,245        (288)       37,856
        other liabilities
                                           ------------------------------------------------------------------------------
             Total liabilities                  24,200      530,599      572,968        90,006    (492,505)      725,268

                                           ------------------------------------------------------------------------------
      Series A redeemable convertible
        preferred stock                        104,119            -            -             -           -       104,119
                                           ------------------------------------------------------------------------------

      Stockholders' equity (deficit)           278,366      346,283     (127,362)      112,888    (331,809)      278,366
                                           ------------------------------------------------------------------------------

             Total liabilities and equity  $   406,685      876,882      445,606       202,894    (824,314)    1,107,753
                                           ==============================================================================
</TABLE>


                                       9
<PAGE>

                 Condensed Consolidating Statement of Operations
                    For the Three Months Ended June 30, 1999

<TABLE>
<CAPTION>

                                            Tritel,    Tritel PCS,    Guarantor   NonGuarantor              Consolidated
                                              Inc.         Inc.      Subsidiaries Subsidiaries Eliminations Tritel, Inc.
          (Amounts in thousands)          ------------------------------------------------------------------------------
<S>                                    <C>                   <C>          <C>             <C>            <C>      <C>

    Revenues                           $            -             -            -            -             -           -
                                           ------------------------------------------------------------------------------

    Operating Expenses

      Cost of services and equipment                -             -            -            -             -           -
      Technical operations                          -             -        1,990            -             -       1,990
      General and administrative                    2            44        4,266            2             -       4,314
      Sales and marketing                           -             -        1,708            -             -       1,708
      Depreciation and amortization             1,849          (384)         400            -             -       1,865
                                           ------------------------------------------------------------------------------
        Total operating expenses                1,851          (340)       8,364            2             -       9,877

    Operating loss                             (1,851)          340       (8,364)          (2)            -      (9,877)
    Interest income                                39         4,121           45            -             -       4,205
    Interest expense                                -        (5,104)           -            -             -      (5,104)
                                           ------------------------------------------------------------------------------

      Income (loss) before income taxes        (1,812)         (643)      (8,319)          (2)            -     (10,776)
    Income tax benefit (expense)                  693           246        3,182            -             -       4,121
                                           ------------------------------------------------------------------------------
    Net loss                           $       (1,119)         (397)      (5,137)          (2)            -      (6,655)
                                           ==============================================================================
</TABLE>

                                      10
<PAGE>

                 Condensed Consolidating Statement of Operations
                    For the Three Months Ended June 30, 2000


<TABLE>
<CAPTION>
                                           Tritel,    Tritel PCS,    Guarantor   NonGuarantor              Consolidated
         (Amounts in thousands)              Inc.         Inc.      Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                           -----------------------------------------------------------------------------
<S>                                    <C>                 <C>            <C>          <C>          <C>          <C>
    Revenues
      Service                                $      -       $     -      $14,620            -             -     $14,620
      Roaming                                       -             -        7,957            -             -       7,957
      Equipment                                     -             -        1,848            -             -       1,848
      Other                                         -             -            -        2,150        (2,150)          -
                                           ----------    ----------      -------        -----        -------    --------
         Total                                      -             -       24,425        2,150        (2,150)      24,425
                                           ----------    ----------      -------        -----        -------    --------
    Operating Expenses

      Cost of services and equipment                -             -       15,409            -            -       15,409
      Technical operations                          -             -       11,795            -            -       11,795
      General and administrative                2,048             -       17,199            -       (2,150)      17,097
      Sales and marketing                           -             -       16,464            -            -       16,464
      Stock-based compensation                (46,186)            -            -            -            -      (46,186)
      Depreciation and amortization             1,431             -       11,866        1,027            -       14,324
                                           ------------------------------------------------------------------------------
        Total operating expenses              (42,707)            -       72,733        1,027       (2,150)      28,903
                                           ------------------------------------------------------------------------------

    Operating income (loss)                    42,707             -      (48,308)       1,123            -       (4,478)
    Interest income                                87         7,824          111            -         (798)       7,224
    Interest expense                                -       (14,992)        (806)      (1,056)         798      (16,056)
                                           ------------------------------------------------------------------------------

      Income (loss) before income taxes        42,794        (7,168)     (49,003)          67            -      (13,310)


    Income tax benefit                            (30)           72          529           (1)           -          570
                                           ------------------------------------------------------------------------------
    Net loss                            $      42,764        (7,096)     (48,474)          66            -      (12,740)
                                           ==============================================================================

</TABLE>


                                      11
<PAGE>

                 Condensed Consolidating Statement of Operations
                     For the Six Months Ended June 30, 1999

<TABLE>
<CAPTION>

                                               Tritel,    Tritel PCS,   Guarantor   NonGuarantor              Consolidated
       (Amounts in thousands)                    Inc.         Inc.     Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                           ------------------------------------------------------------------------------
<S>                                       <C>               <C>         <C>                <C>           <C>    <C>

    Revenues                              $         -             -            -            -             -           -
                                           ------------------------------------------------------------------------------

    Operating Expenses

      Plant                                         -             -        3,946            -             -       3,946
      General and administrative                    2            44        7,156            2             -       7,204
      Sales and marketing                           -             -        2,724            -             -       2,724
      Depreciation and amortization             2,829             -          645            -             -       3,474
                                           ------------------------------------------------------------------------------
                                                2,831            44       14,471            2             -      17,348

    Operating loss                             (2,831)          (44)     (14,471)          (2)            -     (17,348)
    Interest income                                77         5,174           81            -             -       5,332
    Financing cost                                  -             -       (2,230)           -             -      (2,230)
    Interest expense                                -        (5,104)            -           -             -      (5,104)
                                           ------------------------------------------------------------------------------

      Income (loss) before income taxes        (2,754)           26      (16,620)          (2)            -     (19,350)

    Income tax benefit (expense)                  954           (10)       5,504            -             -       6,448
                                           ------------------------------------------------------------------------------
    Net income (loss)                  $       (1,800)           16      (11,116)          (2)            -     (12,902)
                                           ==============================================================================

</TABLE>


                                      12
<PAGE>

                 Condensed Consolidating Statement of Operations
                     For the Six Months Ended June 30, 2000


<TABLE>
<CAPTION>
                                             Tritel,    Tritel PCS,   Guarantor    NonGuarantor               Consolidated
   (Amounts in thousands)                     Inc.         Inc.     Subsidiaries   Subsidiaries  Eliminations Tritel, Inc.
                                           ------------------------------------------------------------------------------
<S>                                       <C>               <C>         <C>             <C>         <C>         <C>
    Revenues
      Service                                $      -       $     -      $21,435     $      -      $      -     $21,435
      Roaming                                       -             -       13,242            -             -      13,242
      Equipment                                     -             -        4,632            -             -       4,632
      Other                                         -             -            -        3,459        (3,459)          -
                                           ----------    ----------      -------        -----        -------    --------
         Total                                      -             -       39,309        3,459        (3,459)      39,309
                                           ----------    ----------      -------        -----        -------    --------
    Operating Expenses

      Cost of services and equipment                -             -       29,111            -            -       29,111
      Technical operations                          -             -       21,987            -            -       21,987
      General and administrative                3,050             -       26,834            -       (3,459)      26,425
      Sales and marketing                           -             -       28,603            -            -       28,603
      Stock-based compensation                 62,111             -            -            -            -       62,111
      Depreciation and amortization             2,861             -       20,171        1,843            -       24,875
                                           ------------------------------------------------------------------------------
        Total operating expenses               68,022             -      126,706        1,843       (3,459)     193,112
                                           ------------------------------------------------------------------------------

    Operating income (loss)                   (68,022)            -      (87,397)       1,616            -     (153,803)
    Interest income                               152        16,831          342            -       (1,433)      15,892
    Interest expense                                 -      (28,199)      (1,447)      (2,203)       1,433      (30,416)
                                           ------------------------------------------------------------------------------

      Income (loss) before income             (67,870)      (11,368)     (88,502)        (587)           -     (168,327)
      taxes

    Income tax benefit                             (4)          112          962            6            -        1,076
                                           ------------------------------------------------------------------------------
    Net loss                           $      (67,874)      (11,256)     (87,540)        (581)           -     (167,251)
                                           ==============================================================================
</TABLE>


                                      13
<PAGE>

                 Condensed Consolidating Statement of Cash Flows
                    For the Three Months Ended June 30, 1999


<TABLE>
<CAPTION>
                                            Tritel,    Tritel PCS,     Guarantor   NonGuarantor               Consolidated
     (Amounts in thousands)                   Inc.         Inc.      Subsidiaries  Subsidiaries  Eliminations  Tritel, Inc.
                                           ------------------------------------------------------------------------------
<S>                                       <C>               <C>         <C>             <C>         <C>         <C>
    Net cash provided by (used in)
      operating activities               $      (34)     (1,027)      (5,154)           -             -      (6,215)
                                         ------------------------------------------------------------------------------
    Cash flows from investing activities:

      Capital expenditures                        -           -      (22,329)           -             -     (22,329)
      Advance under notes receivable              -           -          (50)           -             -         (50)
      Capitalized interest on debt                -           -       (1,382)        (799)            -      (2,181)
      Decrease in restricted cash                 -         436            -            -             -         436
      Investment in subsidiaries            (69,386)     69,386            -            -             -           -
      Other                                    (325)          -            -            -             -        (325)
                                         ------------------------------------------------------------------------------
    Net cash provided by (used in)
      investing activities:                 (69,711)     69,822      (23,761)        (799)            -     (24,449)
                                         ------------------------------------------------------------------------------
    Cash flows from financing activities:

      Proceeds from long term debt                -     200,240            -            -             -     200,240
      Payment of debt issuance
      costs and other                             -      (9,272)           -            -             -      (9,272)
        deferred charges
      Intercompany                          (80,255)     47,964       31,492          799             -           -
      receivable/payable
                                         ------------------------------------------------------------------------------
    Net cash provided by financing          (80,255)    238,932       31,492          799             -     190,968
      activities:
                                         ------------------------------------------------------------------------------
    Net increase (decrease) in
      restricted cash, cash and            (150,000)    307,727        2,577            -             -     160,304
      cash equivalents
    Cash and cash equivalents at
      beginning of period                   150,000      78,003        1,998            -             -     230,001
                                         ------------------------------------------------------------------------------
    Cash and cash equivalents at
      end of period $                    $        -     385,730        4,575            -             -     390,305
                                         ==============================================================================
</TABLE>


                                      14
<PAGE>

                 Condensed Consolidating Statement of Cash Flows
                    For the Three Months Ended June 30, 2000


<TABLE>
<CAPTION>
                                               Tritel,    Tritel PCS,   Guarantor   NonGuarantor              Consolidated
        (Amounts in thousands)                   Inc.         Inc.     Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                           ------------------------------------------------------------------------------
<S>                                       <C>               <C>         <C>             <C>            <C>     <C>
Net cash provided by (used in)
  operating activities                    $      (801)          (84)     (32,295)           -           -      (33,180)
                                           ------------------------------------------------------------------------------
Cash flows from investing activities:

  Capital expenditures                              -             -      (98,632)           -            -     (98,632)
  Capitalized interest on debt                      -             -         (814)        (185)           -        (999)
  Decrease in other assets                          -           539           15            -            -         554
                                           ------------------------------------------------------------------------------
Net cash provided by (used in)
  investing activities:                             -           539      (99,431)        (185)           -     (99,077)
                                           ------------------------------------------------------------------------------
Cash flows from financing activities:

  Repayment of long term debt                       -             -            -         (234)           -        (234)
  Intercompany  receivable/payable                196      (114,563)     113,948          419            -           -
  Payment of stock issuance costs                (132)            -            -            -            -        (132)
  Proceeds from exercise of stock options          737            -            -            -            -          737
                                            ------------------------------------------------------------------------------
Net cash provided by (used in)
  financing activities:                           801      (114,563)     113,948          185            -         371
                                           ------------------------------------------------------------------------------
Net increase (decrease) in restricted
  cash, cash and cash equivalents                   -      (114,108)     (17,778)           -            -    (131,886)
Cash and cash equivalents at
  beginning of period                               -       472,193       10,266            -            -     482,459
                                           ------------------------------------------------------------------------------
Cash and cash equivalents at
end of period                                       -       358,085       (7,512)           -            -     350,573
                                           ==============================================================================

</TABLE>


                                      15
<PAGE>

                 Condensed Consolidating Statement of Cash Flows
                     For the Six Months Ended June 30, 1999



<TABLE>
<CAPTION>
                                             Tritel,    Tritel PCS,    Guarantor   NonGuarantor              Consolidated
       (Amounts in thousands)                  Inc.         Inc.      Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                           ------------------------------------------------------------------------------
<S>                                       <C>               <C>         <C>             <C>             <C>    <C>
      Net cash provided by (used in)
        operating activities               $      (94)          880      (14,946)        (256)            -     (14,416)
                                           ------------------------------------------------------------------------------
      Cash flows from investing activities:

        Capital expenditures                        -             -      (44,687)           -             -     (44,687)
        Advance under notes receivable              -        (7,500)         (50)           -             -      (7,550)
        Capitalized interest on
        network                                     -             -       (4,271)      (1,625)            -      (5,896)
          construction and FCC
        licensing costs
        Investment in subsidiaries            (69,386)       69,386            -            -             -           -
        Increase in restricted cash                 -        (7,957)           -            -             -      (7,957)
        Other                                    (325)            -            -            -             -        (325)
                                           ------------------------------------------------------------------------------
      Net cash provided by (used in)
        investing activities:                 (69,711)       53,929      (49,008)      (1,625)            -     (66,415)
                                           ------------------------------------------------------------------------------
      Cash flows from financing activities:

        Proceeds from long term debt                -       400,240            -            -             -     400,240
        Repayments of notes payable           (22,100)            -            -            -             -     (22,100)
        Payment of debt issuance
        costs and other                       (22,198)      (14,275)           -            -             -     (36,473)
          deferred charges
        Intercompany                              480       (70,044)      67,683        1,881             -           -
        receivable/payable
        Proceeds from vendor discount               -        15,000            -            -             -      15,000
        Issuance of preferred stock           113,623             -            -            -             -     113,623
                                           ------------------------------------------------------------------------------
      Net cash provided by financing           69,805       330,921       67,683        1,881             -     470,290
        activities:
                                           ------------------------------------------------------------------------------
      Net increase in cash and cash                 -       385,730        3,729            -             -     389,459
        equivalents
      Cash and cash equivalents at
        beginning of period                         -             -          846            -             -         846
                                           ------------------------------------------------------------------------------
      Cash and cash equivalents at     $            -       385,730        4,575            -             -     390,305
        end of period
                                           ==============================================================================
</TABLE>


                                      16
<PAGE>

                 Condensed Consolidating Statement of Cash Flows
                     For the Six Months Ended June 30, 2000


<TABLE>
<CAPTION>
                                            Tritel,    Tritel PCS,  Guarantor     NonGuarantor              Consolidated
      (Amounts in thousands)                  Inc.         Inc.     Subsidiaries  Subsidiaries  Eliminations Tritel, Inc.
                                           ------------------------------------------------------------------------------
<S>                                       <C>             <C>         <C>             <C>             <C>       <C>
      Net cash provided by (used in)
        operating activities              $    (2,209)     1,379      (84,188)           -             -        (85,018)
                                           ----------------------------------------------------------------------------
      Cash flows from investing activities:

        Capital expenditures                        -          -     (171,798)           -             -       (171,798)
        Capitalized interest on debt                -          -       (1,533)      (1,272)            -         (2,805)
        Decrease in restricted cash                 -      1,107            -            -             -          1,107
        Decrease in other assets                    -          -         (129)           -             -           (129)
                                           ----------------------------------------------------------------------------
      Net cash provided by (used in)
        investing activities:                       -      1,107     (173,460)      (1,272)            -       (173,625)
                                           ----------------------------------------------------------------------------
      Cash flows from financing activities:

        Repayment of long term debt                 -          -            -         (449)            -           (449)
        Payment of debt issuance
        costs and other                             -       (198)           -            -             -           (198)
          deferred charges
        Intercompany                            1,615   (258,202)     254,866        1,721             -              -
        receivable/payable
        Payment of stock issuance                (195)         -            -            -             -           (195)
        costs
        Proceeds from exercise of                 789          -            -            -             -            789
        stock options
                                           ----------------------------------------------------------------------------
      Net cash provided by (used in)
        financing activities:                   2,209   (258,400)     254,866        1,272             -            (53)
                                           ----------------------------------------------------------------------------
      Net increase (decrease) in
        restricted cash, cash and                   -   (255,914)      (2,782)           -             -       (258,696)
        cash equivalents
      Cash and cash equivalents at
        beginning of period                         -    613,999       (4,730)           -             -        609,269
                                           ----------------------------------------------------------------------------
      Cash and cash equivalents at     $            -    358,085       (7,512)           -             -        350,573
        end of period
                                           ============================================================================

</TABLE>


                                      17
<PAGE>

                                  TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (All information subsequent to December 31, 1999 is unaudited)
                    ($ in thousands, except per share data)

(8) Subsequent Events

Merger

   On February 28, 2000, the Company agreed to merge with TeleCorp Wireless,
Inc. (formerly known as TeleCorp PCS, Inc.) through a merger of each of the
Company and TeleCorp Wireless, Inc. with wholly-owned subsidiaries of a newly
formed holding company. The merger was consummated on November 13, 2000. The
holding company was named TeleCorp PCS, Inc.

   The merger resulted in the exchange of 100% of the outstanding common and
preferred stock of the Company and TeleCorp Wireless for common and preferred
stock of TeleCorp PCS, Inc. TeleCorp PCS, Inc. is controlled by its voting
preference common stockholders. Both the Company and TeleCorp Wireless are
subsidiaries of TeleCorp PCS, Inc.

   In connection with the merger, the AT&T network membership license agreement
was extended to July 2005. Furthermore, in the merger the common and preferred
stock of the Company was cancelled and the capitalization of the merger-
subsidiary became the capitalization of the Company. Accordingly, after the
merger the Company had issued 1,000 shares of common stock at a par value of
$0.01 per share issued, outstanding and owned by TeleCorp PCS, Inc. The
historical carrying value of the redeemable preferred stock, the preferred
stock and the common stock including additional paid-in capital will be
accounted for as common stock and additional paid-in capital of the Company
after the merger.

Purchase of Licenses in Georgia and Florida

   Digital PCS, held licenses covering 2.0 million people in Florida and
southern Georgia. These markets include the cities of Pensacola, Tallahassee,
and Panama City, Florida and will not be part of the territory where the
Company is allowed to operate absent AT&T Wireless's consent. As part of the
Company's formation, the Company acquired the option to purchase the Florida
and Georgia licenses in exchange for certain shares of the Company's stock and
the assumption of certain Federal Communications Commission debt. As
consideration for the option, the Company agreed to pay Digital PCS an amount
equal to (a) the interest that had accrued from May 20, 1998, until the closing
of the exercise of the option under any Federal Communications Commission debt
incurred to finance the Florida and Georgia licenses and (b) the interest that
had accrued from May 20, 1998, until the closing of the exercise of the option
on advances made by the Company to Digital PCS to fund interest on Federal
Communications Commission debt. In May 1999, the Company exercised this option
and was required to obtain consent from parties to the Company's stockholders'
agreement to consummate such transaction. As a condition to obtaining such
consent, the Company was required to transfer the licenses being acquired to a
third party. At the time of the exercise, the Company's shares to be exchanged
for the license were valued in the aggregate at approximately $3,700.

   The Company completed the acquisition of the licenses on October 27, 2000,
in exchange for 1,480,697 shares of the Company's common stock and the
Company's assumption of approximately $11,535 of Federal Communications
Commission debt. In accordance with the terms of the consent, the Company
simultaneously entered into an agreement to transfer the licenses to Panther
Wireless, L.L.C. in exchange for Panther Wireless, L.L.C.'s assumption of all
outstanding of Federal Communications Commission debt on these licenses and
cash in an amount equal to 110% of the sum of (a) the amount paid to the
Federal Communications Commission in respect of these licenses minus the
Federal Communications Commission debt assumed, plus (b) the aggregate amount
of interest paid by the Company and Digital PCS on the Federal Communications
Commission debt. At the time the agreement was executed, the consideration for
the licenses would have equaled approximately


                                      18
<PAGE>

                                  TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (All information subsequent to December 31, 1999 is unaudited)
                    ($ in thousands, except per share data)

$6,300 plus the assumption of $11,535 of Federal Communications Commission
debt. Panther Wireless, L.L.C. has subsequently assigned its rights and
obligations under that agreement to an unrelated third party, solely in
exchange for that party's assumption of Panther Wireless, L.L.C.'s obligations
under the agreement.

Bank Facility

   On October 31, 2000, the Company amended the terms of its Bank Facility to
allow the Company to incur senior subordinated debt with gross proceeds of not
more than $750,000 less previous subordinated debt incurred.

   On January 9, 2001, the Company further amended the terms of its Bank
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 December 29, 2000, the Company drew $60,000 from the Revolver.

   On January 10, 2001, the Company drew $30,000 from the Revolver.

The Company has subsequently paid down the $60,000 and $30,000 drawdowns on
January 29, 2001 and February 12, 2001, respectively.

Resignation of William S. Arnett

   Mr. William S. Arnett, the former president and chief operating officer of
the Company, resigned in December 2000. Pursuant to a separation agreement
between Mr. Arnett, and the Company, Mr. Arnett's employment with the Company
was terminated as of December 15, 2000. The Company agreed to pay Mr. Arnett
$450 in equal installments over two years, a lump sum for any unused vacation
time and a lump sum bonus of $113. In addition, all of Mr. Arnett's shares of
restricted TeleCorp PCS stock vest under the separation agreement. Mr. Arnett
agreed to release the Company from any current or future claims arising out of
his employment. Mr. Arnett's separation agreement became effective on January
26, 2001 and can be rescinded by Mr. Arnett until that time.

Acquisition of PCS Licenses and Other Wireless Properties from ALLTEL

   On December 29, 2000, the Company completed the purchase from ALLTEL of two
10 MHz D-Block licenses covering approximately 1.5 million people in Birmingham
and Tuscaloosa, Alabama, two markets in which the Company currently holds 15
MHz C-Block licenses. The Company also acquired certain equipment and other
intangible assets of ALLTEL in the Birmingham and Tuscaloosa markets. These
assets were purchased for an aggregate purchase price of $67,000 which was
principally funded through the Bank Facility. In addition, the Company and AT&T
Wireless Services have entered into a put and call agreement that gives the
Company the right to sell the two licenses acquired from ALLTEL to AT&T
Wireless Services at any time during the 18 months following the closing of
this transaction for $50,000. This agreement also gives AT&T Wireless Services
the right to purchase the two licenses during the same period for $50,000.
However, generally, the Company can terminate AT&T Wireless Services' call
right if the Company terminates our put right. In each case, the transfer of
the licenses is conditioned upon receipt of the necessary regulatory approvals.

                                      19
<PAGE>

                                  TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (All information subsequent to December 31, 1999 is unaudited)
                    ($ in thousands, except per share data)

Senior Subordinated Notes Offering

   On January 24, 2001, the Company issued $450,000 principal amount
of 10 3/8% senior subordinated notes. The senior subordinated notes are
subject to optional redemption, restrictive covenants, an exchange offer,
registration rights, and transfer restrictions. On January 18, 2001, the Company
obtained the consent of the holders of the 12 3/4% senior subordinated discount
notes to allow the Company to complete this offering. The Company received
$437,500 in net proceeds from the issuance.


                                      20
<PAGE>

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

         The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our consolidated
financial statements and notes thereto, which are included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.

Forward Looking Statements; Cautionary Statements

         Statements in this report expressing our expectations and beliefs of
the Company regarding our future results or performance are forward-looking
statements that 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." Our 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, risks discussed in our Registration Statement on Form S-1 (Reg. No.
333-91207) and from time to time in our other filings with the Securities and
Exchange Commission, including, without limitation, the following: (1) we
depend on our agreements with AT&T for our success, and under certain
circumstances AT&T could terminate its exclusive relationship with us and our
use of the AT&T brand name and logo, (2) we may not be able to manage the
construction of our network or the growth of our business successfully, (3) we
have substantial existing debt, and may incur substantial additional debt,
that we may be unable to service, (4) we may not be able to obtain the
additional financing we may need to complete our network and fund operating
losses, (5) we have many competitors that have substantial coverage of our
licensed areas, (6) difficulties in obtaining infrastructure equipment or
sites may affect our ability to construct our network and meet our development
requirements, (7) potential acquisitions may require us to incur substantial
additional debt and integrate new technologies, operations and services, which
may be costly and time consuming, (8) we may experience a high rate of
customer turnover, (9) our association with the other SunCom companies may


                                      21
<PAGE>

harm our reputation if consumers react unfavorably to them, (10) we depend
upon consultants and contractors for our network services, (11) we may become
subject to new health and safety regulations, which may result in a decrease
in demand for our services, (12) changes in our licenses or other governmental
action or regulation could affect how we do business, (13) we could lose our
PCS licenses or incur financial penalties if the Federal Communications
Commission determines we are not a very small business or if we do not meet
the Federal Communications Commission's minimum construction requirements,
(14) the technologies that we use may become obsolete, which would limit our
ability to compete effectively, and (15) we may incur operating costs due to
fraud. In addition, new factors emerge from time to time, and it is not
possible for us to predict all of these factors. Further, we cannot assess the
impact of each such factor on our business or the extent to which any factor,
or combination of factors, may cause actual results to be materially different
from those contained in any forward-looking statements. As a result of the
foregoing and other factors, we may experience material fluctuations in future
operating results on a quarterly or annual basis which could materially and
adversely affect our business, financial condition, operating results and
stock price. We specifically decline any obligation to publicly release the
result of any revisions that may be made to forward- looking statements to
reflect anticipated or unanticipated events or circumstances occurring after
the date of such statement

General

         We are an AT&T Wireless Services affiliate with licenses to provide
PCS services to approximately 14.0 million people in contiguous markets in the
south-central United States. In January 1999, we entered into our affiliation
agreement with AT&T Wireless Services, our largest equity shareholder with
21.6% ownership of our company. We have also joined with two other AT&T
Wireless Services affiliates to operate under a common regional brand name,
SunCom. We provide our PCS services as a member of the AT&T Wireless Network,
serving as the preferred roaming provider to AT&T Wireless Services' digital
customers in virtually all of our markets and co-branding our services with
the AT&T and SunCom brands and logos.

         For periods prior to the fourth quarter of 1999, we were a
development stage company. We have incurred significant expenditures in
conjunction with our organization and financing, PCS license acquisitions,
hiring key personnel and the design and construction of our PCS network
facilities. We have commenced commercial PCS services in 25 markets as of June
30, 2000. We expect to have commenced commercial PCS service in all of our
major population and business centers by the end of 2000. The timing of launch
in individual markets will be determined by various factors, principally the
success of our site acquisition program, zoning and microwave relocation
activities, equipment delivery schedules and local market and competitive
considerations. We provided service to approximately 84% of the population in
our license area at June 30, 2000 and expect to provide service to over 98% by
the end of 2000. Thereafter, we will evaluate further coverage expansion on a
market-by-market basis.

          We launched commercial service in our first markets in
September 1999. As of June 30, 2000, Tritel had successfully launched
commercial service in the following markets throughout our coverage areas:

   Biloxi/Gulfport/           Huntsville, AL             Nashville, TN
     Pascagoula, MS           Mobile, AL                 Dalton, GA


                                      22
<PAGE>

   Hattiesburg, MS            Montgomery, AL             Bowling Green KY
   Jackson, MS                Opelika-Auburn, AL         Corbin, KY
   Meridian, MS               Tuscaloosa, AL             Lexington, KY
   Vicksburg, MS              Chattanooga, TN            Louisville, KY
   Anniston, AL               Cleveland, TN              Madisonville, KY
   Birmingham, AL             Cookeville, TN             Clarksville, TN-
   Decatur, AL                Knoxville, TN              Hopkinsville, KY

         The extent to which we are able to generate operating revenues and
earnings will be dependent on a number of business factors, including
successfully deploying the PCS network and attaining profitable levels of
market demand for our products and services.

Results of Operations

         Revenues. Revenues for the three and six months ended June 30, 2000,
were $24.4 million and $39.3 million, respectively. We did not recognize any
revenues during the three or six months ended June 30, 1999. For the three and
six months end June 30, 2000, revenues consisted primarily of revenues derived
from service to our customers of $14.7 million and $21.5 million respectively,
roaming services provided to customers of other carriers of $7.9 million and
$13.2 million, respectively, and the sale of handsets and accessories of $1.8
million and $4.6 million, respectively.

         As of June 30, 2000, we had approximately 104,400 subscribers
throughout our service area. Our average revenue per unit (ARPU) including
service and feature revenue as well as airtime and incollect roaming, but
excluding outcollect roaming charges, was $59 for the second quarter of 2000
and $56 for the six months ended June 30, 2000 as compared to $45 in December
1999. We expect ARPU to continue to increase as we target business customers,
realize the results from our successful implementation of a national accounts
program, focus on value added features and provide incentives to our sales
force for selling higher priced rate plans.

         We anticipate continued strong growth during the remainder of the
year in revenue and subscribers as we continue to expand our operations in our
licensed areas. We expect to launch substantially all of our remaining markets
during 2000.

         We expect roaming revenues to increase during 2000 as we expand our
coverage areas as well as complete our first full year of operations in the
markets that became operational during 1999.

         Operating Expenses

         Cost of services and equipment was $15.4 million and $29.1 million
for the three and six months ended June 30, 2000, respectively. Cost of
services and equipment includes primarily the cost of equipment sold to
customers, costs paid to other carriers for roaming services and wireline
access and long-distance costs from customer use on our system. We did not
incur any cost of services and equipment for the three and six months ended
June 30, 1999. The increase in these costs, which are expected to continue to
increase during 2000 and in future periods, is the result of new subscribers
added to the system and increased usage of our system.

         Technical operations expenses were $2.0 million and $11.8 million for
the quarter ended June 30, 1999 and 2000, respectively, and were $3.9 million
and $22.0 million for the six months ended June 30, 1999 and 2000,
respectively. These expenses include primarily the cost of engineering and


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operating staff devoted to the oversight of the design, implementation and
monitoring of our network, cell site lease expense, and charges incurred to
connect our network to other carriers. These costs increased in 2000 as
compared to 1999 as a result of our network expansion and increased customer
base.

         We expect the majority of our future technical operations expenses
will consist of costs relating to operating the network, including the cost of
interconnection to wireline and other wireless networks, cell site lease
costs, network personnel and repair and maintenance. We expect these costs to
continue to increase during 2000 and in future periods as we expand our
coverage areas and incur a full year of operational expenses.

         Our general and administrative expense includes customer service,
billing, information technology, finance, accounting, human resources and
legal services. General and administrative expenses increased from $4.3
million for the second quarter of 1999 to $17.1 million for the second quarter
of 2000, and increased from $7.2 million for the six month period ended June
30, 1999, to $26.4 million for the six month period ended June 30, 2000. The
increase was due primarily to increased staffing in various departments,
including information technology, billing, customer care, accounting, human
resources and other administrative functions, incurred in connection with the
expansion of our network and customer base, costs related to the modification
of restricted stock agreements in the second quarter, and costs related to the
pending merger with Telecorp PCS. We expect general and administrative
expenses to continue to increase during 2000 and in future periods as we
continue to launch additional markets and provide customer support functions
to a larger customer base. Costs related to the merger with Telecorp PCS are
expensed as incurred.

         Our sales and marketing expense includes salaries and benefits,
commissions, advertising and promotions, retail distribution, and sales
training. Sales and marketing expenses increased from $1.7 million for the
three months ended June 30, 1999, to $16.5 million for the same period in 2000
and from $2.7 million for the first half of 1999 to $28.6 million for the same
period in 2000. The increase was primarily associated with the salary and
benefits for sales and marketing personnel, market deployment, including
planning and leasing of sales offices and retail store locations and
advertising costs related to market launches. We expect selling and marketing
costs to continue to increase during 2000 and in future periods primarily
related to sales commissions, ongoing advertising and promotions in our
existing markets and promotional events and advertising incurred in connection
with market launches.

         Stock Based Compensation. We have issued a total of 12,362,380 shares
of our class A voting and class C common stock to members of our management,
primarily in connection with the formation of the joint venture with AT&T
Wireless Services. These shares are subject to vesting and are currently held
in escrow. These shares are also subject to individual repurchase agreements
with each employee, which collectively were considered a "variable stock plan"
under generally accepted accounting principles. These individual repurchase
agreements were modified to remove the provision that required the employees
to surrender a portion of their vested shares. The effective date of this
modification, which occurred in June 2000, became the measurement date upon
which the value of the awards was fixed. Future stock price movement will not
result in charges that differ from this amount. The stock-based compensation
for the current quarter was a benefit of $46.2 million and was an expense of


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<PAGE>

$62.1 million for the six months ended June 30, 2000. The Company will
recognize additional non-cash compensation expense related to these shares for
the period from 2000 to 2004 of approximately $74.5 million.

         Depreciation and amortization expenses were $1.9 million for the
three month period ended June 30, 1999, as compared to $14.3 million for the
three month period ended June 30, 2000, and were $3.5 million for the six
month period ended June 30, 1999, as compared to $24.9 million for the six
month period ended June 30, 2000. The increases relate primarily to the
depreciation of network system equipment placed into service as our markets
are launched as well as depreciation of computer hardware, software,
furniture, fixtures, and office equipment. Depreciation and amortization
expenses are expected to increase during the remainder of 2000 and in future
periods as we complete the construction of our network as well as recognize a
full year of depreciation expense on our network assets placed in service
during 1999.

         Non-Operating Income and Expense

         Interest income was $4.2 million for the second quarter of 1999 as
compared to $7.2 million for the second quarter of 2000 and was $5.3 million
for the first half of 1999 as compared to $15.9 million for the first half of
2000. These increases in 2000 as compared to 1999 were primarily a result of
interest earned on our investment of advances under our bank facility of
$300.0 million, proceeds from the sale of senior subordinated discount notes
of approximately $200.2 million and proceeds from the sale of common stock in
our initial public offering of approximately $242.5 million. Our short-term
cash investments consist primarily of U.S. Government securities and highly
rated commercial paper with a dollar-weighted average maturity of 90 days or
less.

         Financing costs were $2.2 million for the six months ended June 30,
1999. These costs were associated with the January 1999 conversion by Digital
PCS of debt due to an investor to equity in Airwave Communications.

         Interest expense was $5.1 million for the second quarter of 1999 as
compared to $16.1 million in the second quarter of 2000. Interest expense was
$5.1 million for the first half of 1999 as compared to $30.4 million for the
first half of 2000. There was no interest expense for the first quarter of
1999 because all interest costs were capitalized in connection with the
construction of the network. Interest expense consisted of interest incurred
related to borrowing under our bank credit facility and the Federal
Communications Commission debt and discount accretion on the senior
subordinated discount notes issued in May 1999. Interest expense is net of the
amount capitalized for the purpose of completing the network buildout.

         For the quarters ended June 30, 1999 and 2000, we recorded a deferred
income tax benefit of $4.1 million and $570,000, respectively. The deferred
income tax benefit recorded for the first six months of 1999 and 2000 was $6.4
million and $1.1 million, respectively. The valuation allowance for the gross
deferred tax asset at June 30, 2000 was $36.9 million. No valuation allowance
was considered necessary for the remaining gross deferred tax asset of $12.3
million, principally due to the existence of a deferred tax liability which
was recorded upon the closing of the AT&T transaction on January 7, 1999.

Liquidity and Capital Resources


                                      25
<PAGE>

         The buildout of our network and the marketing and distribution of our
products and services will require substantial capital. We currently estimate
that our capital requirements, including capital expenditures, the cost of
acquiring licenses, working capital, debt service requirements and anticipated
operating losses, for the period from inception through the end of 2001, and
assuming substantial completion of our network buildout, will total
approximately $1.4 billion.

         We believe the proceeds from the initial public offering completed in
December 1999, together with the proceeds from our sale of senior subordinated
discount notes, the financing made available to us by the Federal
Communications Commission, borrowings under our bank credit facility and the
equity investments we have received, will provide us with sufficient funds to
build out our existing network as planned and fund operating losses until we
complete our planned network buildout and generate positive cash flow.

         Our January 7, 1999, loan agreement provides a senior bank facility
with a group of lenders for an aggregate amount of $550 million of senior
secured credit. Up to $10 million of the facility may be used for letters of
credit. We estimate that the $550 million bank facility will be drawn through
the end of 2001 for capital requirements. The terms of the bank facility will
permit us, subject to certain terms and conditions, including compliance with
certain leverage ratios and satisfaction of buildout and subscriber
milestones, to draw up to $550 million to finance working capital
requirements, capital expenditures or other corporate purposes. As of June 30,
2000, we had $300 million outstanding under the bank facility and could have
borrowed up to a total of approximately $550 million pursuant to the terms of
the bank facility.

         Management estimates that capital expenditures associated with the
buildout will total approximately $706.6 million from inception through the
end of 2001, including a commitment to purchase a minimum of $300 million in
equipment and services from Ericsson of which approximately $195.6 million had
been purchased through June 30, 2000. Costs associated with the network
buildout include switches, software, base stations, towers and antennae,
radiofrequency engineering, cell site acquisition and construction, and
microwave relocation. The actual funds required to build out our network may
vary materially from these estimates, and additional funds could be required
in the event of significant departures from the current business plan,
unforeseen delays, cost overruns, unanticipated expenses, regulatory expenses,
engineering design changes and other technological risks. We have incurred
approximately $432.1 million in capital expenditures through June 30, 2000,
including $171.8 million in the first half of 2000.

         We estimate that cash interest and fees through 2001 will total
approximately $147.6 million, including debt issuance costs related to the
bank credit facility and the senior subordinated discount notes. This amount
represents interest and fees on the senior bank facility and interest on the
financing from the U.S. Government for the C and F-Block licenses. Cash
interest will not be paid on the senior subordinated discount notes until
2004. We incurred approximately $19.5 million in cash interest and fees during
the first half of 2000 of which approximately $2.8 million was capitalized.

         We estimate that working capital requirements during the period from
inception through 2001 will total $314.4 million. This amount represents the
costs related to initiating, marketing, operating and managing our PCS
network.

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<PAGE>

         Our ability to meet our capital requirements without additional
financing is subject to our ability to construct our network and obtain
customers in accordance with our plans and assumptions and a number of other
risks and uncertainties. The development of our network may not be completed
as projected and we may not be able to generate positive cash flow. If any of
our projections are incorrect, we may not be able to meet our projected
capital requirements.

         On February 28, 2000, the Company announced an agreement to merge
with Telecorp PCS, Inc. This merger is expected to take place during the last
quarter of 2000 and is a tax-free exchange of stock. The Company does not
expect the merger to have any material effect on its current plans related to
network buildout.

         Our bank credit facility agreement prohibits the merger of Tritel
with any other parties, except with or among its subsidiaries. Unless a
consent or amendment is obtained, the proposed merger with TeleCorp would
violate the merger provision and the change of control provision. We are
actively seeking an amendment to the bank credit facility or consent from our
lenders concerning the merger and change of control provisions.

         Digital PCS holds licenses covering 2.0 million people in Florida and
southern Georgia. These markets include the cities of Pensacola, Tallahassee
and Panama City, Florida. As part of our formation, we received from Digital
PCS an option to purchase these licenses for approximately 1.4 million shares
of our class A voting common stock (reflecting the conversion of series C
preferred stock and the stock split of our class A voting common stock in
December 1999) and our assumption of approximately $11.8 million of Federal
Communications Commission debt. In May 1999, we exercised this option, and on
March 29, 2000, the Federal Communications Commission approved the transfer of
licenses to us. This transfer is expected to be completed prior to December
31, 2000.

         We have committed to sell these licenses to Panther Wireless LLC for
the assumption of all outstanding Federal Communications Commission debt on
the licenses and cash in the amount equal to 110% of the sum of (i) the amount
payable to the Federal Communications Commission in respect of the licenses
minus the amount of Federal Communications Commission debt assumed, plus (ii)
the aggregate amount of interest paid on the Federal Communications Commission
debt by us and Digital PCS.

Merger with TeleCorp PCS, Inc.

         On February 28, 2000, Tritel and TeleCorp PCS, Inc. announced the
signing of a definitive agreement and plan of reorganization and contribution,
called the Merger Agreement, for an all stock, tax-free merger, called the
Merger. The Merger Agreement provides for the creation of a new entity to be
called TeleCorp PCS, Inc. Tritel and TeleCorp will merge with subsidiaries of
the new entity.

         Under the Merger Agreement, Tritel's class A voting common stock will
be converted into the right to receive 0.76 shares of the new entity's class A
voting common stock per share of Tritel Inc.'s common stock. This exchange
ratio is fixed regardless of future stock price movement.

         Tritel and Telecorp shareholders approved the Merger on August 8,

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<PAGE>

2000. The Merger is still subject to regulatory approval. It is expected that
the Merger will be completed in the last quarter of 2000.

Pending License Acquisition

         On March 23, 1999, the Federal Communications Commission commenced a
re-auction of the C-, D-, E- and F-Block licenses that had been returned to
the Federal Communications Commission under a Federal Communications
Commission restructuring order or that had been forfeited for noncompliance
with Federal Communications Commission rules or for default under the related
Federal Communications Commission financing. Before the re-auction, we loaned
$7.5 million to ABC Wireless LLC ("ABC Wireless"), an entity formed to
participate in the C-Block re-auction as a "very small business" under
applicable Federal Communications Commission rules, to partially fund its
participation in the re-auction.

         In the re-auction, ABC Wireless was successful in bidding for an
additional 15 to 30 MHz of spectrum covering a total of 5.7 million people,
all of which are already covered by Tritel's existing licenses. Nashville and
Chattanooga are the largest cities covered by the additional licenses. The
total bid price for these additional licenses was $7.8 million. Tritel's
purchase of licenses from ABC Wireless would be subject to, among other
things, the consent of AT&T Wireless Services.

         As a result of the re-auction and our contractual rights to purchase
from ABC Wireless PCS licenses, we could, depending upon Federal
Communications Commission interpretations of the spectrum cap rules, hold an
attributable interest in Commercial Mobile Radio Service, or CMRS, spectrum in
excess of applicable limit in several cities in our markets. Current Federal
Communications Commission rules limit PCS licensees and certain PCS investors
in PCS licensees from having an attributable interest in more than 45 MHz of
CMRS spectrum (or 55 MHz where there is an overlap between a PCS service area
and rural cellular service area) in any given geographic area. In order to
exceed the applicable spectrum limit, we and certain investors, including AT&T
Wireless Services, must obtain the consent of the Federal Communications
Commission. The parties have sought the necessary interpretations and consents
in the context of the Telecorp/Tritel merger application. There is no
assurance that the Federal Communications Commission will give its consent and
seeking such consent could delay the processing of the required applications
to assign the licenses from ABC Wireless to us. We believe the Federal
Communications Commission will approve the disaggregation of spectrum from the
ABC Wireless licenses and transfer to us portions of the licenses so we will
be in compliance with the CMRS spectrum cap rules.

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<PAGE>



SIGNATURE

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: February 13, 2001
                                 By:  /s/  Thomas H. Sullivan
                                      -----------------------
                                      Thomas H. Sullivan
                                      Executive Vice President
                                      and Chief Financial Officer