Edgar Filing: TRITON PCS HOLDINGS INC

As filed with the Securities and Exchange Commission on February 2, 2001
Registration No. 333-49974

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRITON PCS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

Delaware 23-2974475

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

1100 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 651-5900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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David D. Clark
Triton PCS Holdings, Inc.
Chief Financial Officer and
Executive Vice President
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 651-5900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Please address a copy of all communications to:

Leonard J. Baxt Andrew M. Davies
John W. McNamara Triton PCS Holdings, Inc.
Dow, Lohnes & Albertson, PLLC 1100 Cassatt Road
1200 New Hampshire Avenue, NW Berwyn, Pennsylvania 19312
Washington, D.C. 20036 (610) 651-5900
(202) 776-2000

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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

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CALCULATION OF REGISTRATION FEE
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Aggregate Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
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Class A common stock,
par value $0.01 per
share (2)............. N/A N/A $161,229,000 $42,564
Preferred Stock, par
value $0.01 per share
(3)...................
Warrants or Rights
(4)...................
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Class A common stock,
par value $0.01 per
share, offered by the
selling stockholders.. 3,400,000 (5) 138,771,000 36,636
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Total................ $300,000,000 $79,200(6)

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(1) United States dollars or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies estimated in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
Pursuant to Rule 457(o), which permits the registration fee to be
calculated on the basis of the maximum offering price of all the securities
listed, the table does not specify by each class information as to the
amount to be registered, proposed maximum offering price per unit or
proposed maximum aggregate offering price.

(2) An indeterminate number of shares of Class A common stock, par value $0.01
per share, are covered by this Registration Statement. Class A common stock
may be issued (a) separately, (b) upon the conversion of the shares of the
preferred stock which are registered hereby or (c) upon the exercise of
warrants to purchase shares of Class A common stock. Shares of Class A
common stock issued upon conversion of the preferred stock will be issued
without the payment of additional consideration.

(3) An indeterminate number of shares of preferred stock, par value $0.01 per
share, are covered by this Registration Statement. Shares of preferred
stock may be issued (a) separately or (b) upon exercise of warrants or
rights to purchase shares of preferred stock which are registered hereby.

(4) An indeterminate number of warrants or other rights, each representing the
right to purchase an indeterminate number of securities registered hereby
are covered by this Registration Statement.

(5) Based on the average of the high and low sales price of the Class A common
stock on January 30, 2001 on the Nasdaq National Market.

(6) The registration fee of $79,200 was paid on November 15, 2000.

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the Securities and Exchange +
+Commission declares our registration statement effective. This preliminary +
+prospectus is not an offer to sell these securities and is not soliciting an +
+offer to buy these securities in any state where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED FEBRUARY 2, 2001

PROSPECTUS

TRITON PCS HOLDINGS, INC.

This prospectus is part of a shelf registration statement which Triton has
filed with the Securities and Exchange Commission. Under the shelf registration
statement, Triton may offer shares of Class A common stock, shares of preferred
stock, and warrants or other rights to purchase shares of capital stock in one
or more offerings up to a total dollar amount of $160,000,000. In addition, up
to 3,400,000 shares of Class A common stock may be offered by certain selling
stockholders.

Under the shelf registration process, we and the selling stockholders may
sell the securities from time to time in one or more separate offerings, in
amounts, at prices and on terms to be determined at the time of sale.

Our Class A common stock is listed on the Nasdaq National Market under the
symbol "TPCS".

In addition to Class A common stock, we also have shares of Class B non-
voting common stock issued and outstanding. The rights of holders of Class A
common stock and Class B non-voting common stock differ with respect to some
aspects of convertibility and voting. We will not offer or sell any shares of
Class B non-voting common stock under this prospectus.

This prospectus provides a general description of the securities that we may
offer. Each time we sell a particular series of preferred stock, shares of
Class A common stock or warrants or other rights, we will provide a prospectus
supplement which will contain the specific terms of the securities being
offered at that time.

The prospectus supplement may add, update or change information contained in
this prospectus. You should read both this prospectus and the prospectus
supplement in conjunction with the additional information described under the
headings "Where You Can Find More Information" and "Information Incorporated by
Reference."

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Investing in the securities involves risks. See "Risk Factors" beginning on
page 3.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

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The securities may be sold directly by us or, in the case of the Class A
common stock, may be sold by the selling stockholders, to our stockholders or
to purchasers or through agents on our behalf or through underwriters or
dealers as designated from time to time. If any agents or underwriters are
involved in the sale of any of these securities, the applicable prospectus
supplement will set forth the names of the agents or underwriters and any
applicable fees, commissions or discounts.

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The date of this Prospectus is , 2001.

TABLE OF CONTENTS

Page
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PROSPECTUS SUMMARY....................................................... 1
RISK FACTORS............................................................. 3
USE OF PROCEEDS.......................................................... 13
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS............................................................... 13
DESCRIPTION OF CAPITAL STOCK............................................. 14
DESCRIPTION OF WARRANTS AND OTHER RIGHTS................................. 19
SELLING STOCKHOLDERS..................................................... 20
PLAN OF DISTRIBUTION..................................................... 22
LEGAL MATTERS............................................................ 23
EXPERTS.................................................................. 23
WHERE YOU CAN FIND MORE INFORMATION...................................... 23
INFORMATION INCORPORATED BY REFERENCE.................................... 23

You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are
offering these securities only in states where the offer is permitted. You
should not assume that the information in this prospectus or any prospectus
supplement, or information we previously filed with the Securities and Exchange
Commission and incorporate here by reference, is accurate as of any date other
than the date on the front of those documents. Our business, financial
condition, results of operations and prospects may have changed since that
date.

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We are a Delaware corporation. Our principal executive offices are located
at 1100 Cassatt Road, Berwyn, Pennsylvania 19312, and our telephone number at
that address is (610) 651-5900. Our World Wide Web site address is
http://www.tritonpcs.com. The information in our web site is not part of this
prospectus.

In this prospectus, "Holdings" refers to Triton PCS Holdings, Inc., "Triton
PCS" refers to Triton PCS, Inc., a wholly-owned subsidiary of Holdings, and
"Triton," "we," "us" and "our" refer to Holdings and its wholly-owned
subsidiaries, unless the context requires otherwise. "AT&T Wireless PCS" refers
to AT&T Wireless PCS, LLC, "AT&T Wireless" refers to AT&T Wireless Services,
Inc. and "AT&T" refers to AT&T Corp.

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Special Note Regarding Forward-Looking Statements

This prospectus and the information incorporated by reference in this
prospectus contain forward-looking statements that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "should," "will" and "would" or similar words. You should read
statements that contain these words carefully because they discuss our future
expectations, contain projections of our future results of operations or of our
financial position or state other "forward-looking" information. We believe
that it is important to communicate our future expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or control. The factors listed in the "Risk Factors" section, as well
as any cautionary language in this prospectus and documents incorporated by
reference, provide examples of risk, uncertainties and events that may cause
our actual results to differ materially from the expectations we describe in
our forward-looking statements. Before you invest in our securities, you should
be aware that the occurrence of the events described in these risk factors and
elsewhere in this prospectus and in documents incorporated by reference in this
prospectus could have a material adverse effect on our business, results of
operations, financial position and the value of our securities.

PROSPECTUS SUMMARY

This summary highlights basic information about us. It does not contain all
of the information that is important to you. You should read the entire
prospectus carefully, including the section entitled "Risk Factors," as well as
the information incorporated by reference into this prospectus.

Triton

We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T Wireless. As part of the agreement, AT&T
Wireless contributed personal communications services licenses for 20 MHz of
authorized frequencies covering 11 million potential customers within defined
areas of our region in exchange for an equity position in Holdings. Since that
time, we have expanded our coverage area to include an additional 2 million
potential customers through acquisitions and license exchanges with AT&T
Wireless. As part of the transactions with AT&T Wireless, we were granted the
right to be the exclusive provider of wireless mobility services using equal
emphasis co-branding with AT&T within our region. We believe our markets are
strategically attractive because of their proximity to AT&T Wireless's wireless
systems in the Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia
markets, which collectively cover a population of more than 27 million
individuals. Our market location is attractive as we are the preferred provider
of wireless mobility services to AT&T Wireless's digital wireless customers who
roam into our markets. Our strategy is to provide extensive coverage to
customers within our region, to offer our customers coast-to-coast coverage and
to benefit from roaming revenues generated by AT&T Wireless's and other
carriers' wireless customers who roam into our covered area. Our management
team is led by Michael Kalogris and Steven Skinner, the former Chief Executive
Officer and Chief Operating Officer of Horizon Cellular Group, respectively.

Recent Developments

Our network build-out is scheduled for three phases. As of September 30,
2000, we had completed Phase I and Phase II of this build-out and successfully
launched personal communications services in all of our 37 markets. As of
September 30, 2000, our network in these 37 markets included 1,516 cell sites
and seven switches. Since we began offering services in these 37 markets, our
subscriber base and the number of minutes generated by non-Triton subscribers
roaming onto our network have grown dramatically.

From our initial launch of personal communications services in January 1999
to December 31, 2000, our subscriber base has grown from 33,844 subscribers to
446,401 subscribers, with 84,811 additional subscribers alone coming in the
fourth quarter of 2000. Roaming minutes generated by non-Triton subscribers
since January 1999 have increased from approximately 0.7 million minutes per
month to approximately 38.0 million minutes per month, with roaming minutes
rising from 56.5 million minutes in the fourth quarter of 1999 to 110 million
minutes in the fourth quarter of 2000. In addition, our subscriber churn rate
decreased to 1.78% in the fourth quarter of 2000 from 1.94% in the third
quarter of 2000.

We have begun the third phase of our network build-out, which focuses on
covering major highways linking the cities in our licensed area, as well as
neighboring cities where AT&T Wireless and other carriers use compatible
wireless technology. We expect Phase III to be completed by year-end 2001 and
to add an additional 584 cell sites to our network. Upon completion of Phase
III, our network will include approximately 2,100 cell sites and seven switches
and span approximately 18,000 highway miles.

On September 14, 2000, Triton PCS amended and restated its senior secured
credit facility with a group of lenders, increasing aggregate borrowing
capacity to $750.0 million. As of November 30, 2000, Triton PCS had drawn
$315.0 million under its credit facility.

On January 19, 2001, Triton PCS completed the private sale of $350.0 million
principal amount of 9 3/8% senior subordinated notes due 2011. The notes are
guaranteed by all of the subsidiaries of Triton PCS and rank ratably with
Triton PCS's outstanding 11% senior subordinated discount notes due 2008.

We hold a 39% interest in Lafayette Communications Company L. L.C., a small
business under FCC Guidelines that participated in the FCC 1900 MHz C and F
Block Broadband PCS Auction No. 35, which ended on January 26, 2001. Lafayette
Communications was the winning bidder for 13 10 MHz C Block licenses and one 10
MHz F Block license covering a total population of more than 6 million people
in our current geographic area in Georgia, North Carolina and Virginia, and its
net high bids totaled approximately $170 million. We expect to fund a senior
loan to Lafayette Communications to finance acquisitions of these licenses, and
any such financing will be secured by the underlying assets of Lafayette
Communications. Lafayette Communications guarantees Triton PCS's obligations
under its credit facility, and such senior loan will be pledged to the lenders
under its credit facility.

On January 31, 2001, Lafayette Communications entered into a definitive
agreement to acquire 10 MHz of spectrum from subsidiaries of Carolina PCS I
Limited Partnership. The licenses for this spectrum encompass nine basic
trading areas covering all of South Carolina and serving approximately 3.5
million people. We expect to provide acquisition financing to Lafayette
Communications, and any such financing will be secured by the underlying assets
of Lafayette Communications. The transaction is subject to regulatory approval
and certain other closing conditions.

For other recent developments, we refer you to our most recent and future
filings under the Securities Exchange Act of 1934.

RISK FACTORS

An investment in our securities involves a high degree of risk. In addition
to the other information in this prospectus and the documents incorporated and
deemed to be incorporated herein by reference, you should carefully consider
the following risks before making an investment decision. Our business,
financial condition and results of operations could be harmed were any of the
following risks or uncertainties to develop into actual events. In such case,
the value of our securities could decline and you might lose all or part of
your investment.

We expect to continue to incur operating losses.

We expect to continue to incur operating losses while we develop and
construct our personal communications services network and build our customer
base. Now that we have completed Phase I and Phase II of our network build-out,
our operating profitability will depend on our ability to:

. market our services successfully;

. achieve our projected market penetration;

. manage customer turnover rates effectively; and

. price our services competitively.

We may not be able to successfully accomplish these tasks, and if we do not, we
may not be able to achieve operating profitability or positive cash flow from
operating activities in the future. Personal communications services systems
have a limited operating history in the United States, and our operation of
these systems in our markets may not become profitable.

If we are not able to complete our personal communications services network, we
may not be successful.

In order for us to complete our personal communications services network and
to provide our wireless communications services to customers throughout our
licensed area, we must successfully:

. lease or otherwise obtain rights to a sufficient number of cell and
switch sites for the location of our base station equipment;

. expand our existing customer service, network management and billing
systems; and

. complete the purchase and installation of equipment, build out the
physical infrastructure and test the network.

These events may not occur on a timely basis or on the cost basis that we have
assumed, or at all. Implementation of the network involves various risks and
contingencies, many of which are not within our control and any of which could
have a material adverse effect on the implementation of our system should there
be delays or other problems.

If AT&T Wireless is not successful as a provider of wireless communications, we
may not be successful.

Our results of operations are highly dependent on our relationship with AT&T
Wireless and AT&T, and the success of their wireless strategy. AT&T Wireless is
subject, to varying degrees, to the economic, administrative, logistical and
other risks set forth in this prospectus. Because we market our products under
the AT&T brand name, our results of operations could be adversely affected if
AT&T Wireless's or AT&T's reputation as a wireless provider declines.

We depend on our agreements with AT&T and AT&T Wireless for our success, and we
would have difficulty operating without them.

Our results of operations are dependent upon agreements we have entered into
with AT&T and AT&T Wireless in several ways:

. We market our products using equal emphasis co-branding with AT&T in
accordance with a license agreement with AT&T, which we believe provides
us with significant marketing advantages. The license agreement has an
initial five-year term expiring February 2003 and may be terminated if we
fail to comply with any of its material provisions.

. Most of our roaming revenues have historically been derived from AT&T
Wireless's wireless customers traveling through our areas. Our roaming
agreement with AT&T Wireless provides that the roaming rate charges to
AT&T Wireless for its customers roaming onto our network will decline
over the next several years. In addition, the roaming rate charges are
subject to renegotiation by the parties from time to time after February
4, 2005. The roaming agreement has a 20-year term and may be terminated
by AT&T Wireless if we breach any of its material provisions.

In addition, if AT&T Wireless or its affiliates combine with specified
entities with over $5 billion in annual revenues from telecommunications
activities, that derive less than one-third of their aggregate revenues from
the provision of wireless telecommunications and that have personal
communications services or cellular licenses that cover at least 25% of the
people covered by our licenses, then AT&T Wireless PCS may terminate its
exclusivity obligations with us in markets that overlap with markets of those
entities. Other providers could then enter into agreements with AT&T Wireless
in those markets, exposing us to increased competition, and we could lose
access to customers.

Our results of operations would be adversely affected if any of our
agreements with AT&T or AT&T Wireless are terminated.

Our agreements with AT&T Wireless and its affiliates contain stringent
development requirements which, if not met, will result in the loss of some of
our rights under those agreements.

The various agreements we have entered into with AT&T Wireless and its
affiliates contain requirements regarding the construction of our network, and,
in many instances, these requirements are more stringent than those imposed by
the FCC. Failure to meet those requirements could result in termination of
exclusivity provisions contained in our agreements with AT&T Wireless and its
affiliates. We will need to complete the construction of additional phases of
our network on a timely basis to meet those requirements. The construction of
the remainder of our network involves risks of unanticipated costs and delays.

AT&T Wireless may compete with us, which could cause it to obtain subscribers
who otherwise might use our AT&T-licensed services.

Under the terms of our stockholders' agreement, we are required to enter
into a resale agreement at AT&T Wireless PCS's request. The resale agreement
will allow AT&T Wireless to sell access to, and usage of, our services in our
licensed area on a nonexclusive basis and using the AT&T brand. AT&T Wireless
may be able to develop its own customer base in our licensed area during the
term of the resale agreement.

Our inability to effectively manage our planned rapid growth could adversely
affect our operations.

We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the future.
The management of such growth will require, among other things, continued
development of our financial and management controls and management information
systems, stringent control of costs, increased marketing activities, ability to
attract and retain qualified management personnel and the training of new
personnel. We intend to hire additional personnel in order to manage our

expected growth and expansion. Failure to successfully manage our expected
rapid growth and development and difficulties in managing the build-out of our
network could have a material adverse effect on our business, results of
operations and financial condition.

Our future growth may require additional significant capital, and our
substantial indebtedness could impair our ability to fund our capital
requirements.

We will require substantial capital to complete the build-out of our network
and continue to market our personal communications services. Actual amounts of
the funds we require may vary materially from our estimated capital
requirements. We would require additional funds in the event of significant
departures from our current business plan, unforeseen delays, cost overruns,
unanticipated expenses, regulatory changes, engineering design changes and
other technological risks or if we acquire additional licenses. We engage, from
time to time, in discussions with AT&T Wireless regarding possible acquisitions
of additional personal communications services licenses from them. We may also
engage in discussions regarding future acquisitions of cellular licenses within
our currently licensed area. Sources of funding for our further financing
requirements may include any or all of the following:

. vendor financing;

. public offerings or private placements of equity and debt securities;

. commercial bank loans;

. additional capital contributions from equity investors; and

. equipment lease financing.

Due to our highly leveraged capital structure, additional financing may not
be available to us, or, if it were available, it may not be available on a
timely basis, on terms acceptable to us and within the limitations contained in
the indentures governing our 11% senior subordinated discount notes due 2008
and our 9 3/8% senior subordinated notes due 2011, our credit facility and any
new financing arrangements. Failure to obtain any appropriate financing, should
the need for it develop, could result in the delay or abandonment of our
development and expansion plans and our failure to meet regulatory
requirements. It could also impair our ability to meet our debt service
requirements, and could have a material adverse effect on our business.

We have substantial indebtedness, and servicing our indebtedness could reduce
funds available to grow our business.

We are highly leveraged. As of November 30, 2000, we had total consolidated
indebtedness of $708.9 million, and after giving effect to our offering of 9
3/8% senior subordinated notes due 2011 on January 19, 2001, our total
consolidated indebtedness would be $1.1 billion. Our high level of indebtedness
could interfere with our ability to grow. For example, it could:

. increase our vulnerability to general adverse economic and industry
conditions;

. limit our ability to obtain additional financing;

. require the dedication of a substantial portion of our cash flow from
operations to the payment of principal of, and interest on, our
indebtedness;

. limit our flexibility in planning for, or reacting to, changes in our
business and the industry; and

. place us at a competitive disadvantage relative to less leveraged
competitors.

Our ability to generate sufficient cash flow from operations to pay the
principal of, and interest on, our indebtedness is uncertain. In particular, if
we do not meet our anticipated revenue growth and operating expense targets,
our future debt service obligations could exceed cash available to us. Further,
we may not be able to refinance any of our indebtedness on commercially
reasonable terms or at all.

Competitors who entered the wireless communications market before we did may be
better positioned than we are to attract customers.

Competitors who entered the wireless communications services market before
we did may have a significant time-to-market advantage over us. As a newer
entrant in the market, we may have to engage in significant and prolonged
discounting to attract customers, which would materially adversely affect our
business. We may not be able to compete successfully with competitors who have
a significant time-to-market advantage.

We have many competitors in our markets that have substantial coverage areas,
which makes it difficult for us to acquire and maintain a strong competitive
position.

We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Many of our competitors
have substantially greater financial, technological, marketing and sales and
distribution resources than we do. Some of our competitors have more extensive
coverage within our licensed areas than we provide and also have broader
regional coverage. Airtime and monthly access rates may continue to decline due
to competition, and we may have to significantly discount our prices over a
long period of time to attract customers, which would put downward pressure on
our prices and make it more difficult for us to achieve positive cash flow.

Some competitors may have different or better technology than we do and may
attract more customers.

We compete with companies that use other communications technologies,
including paging and digital two-way paging, enhanced specialized mobile radio
and domestic and global mobile satellite service. We may compete in the future
with companies who offer new technologies. These technologies may have
advantages over our technology and may attract our customers.

Competitors who offer more services than we do may attract customers.

Some of our competitors market other services, such as traditional telephone
services, cable television access and access to the Internet, together with
their wireless communications services, which may make their services more
attractive to customers.

In addition, we expect that in the future, providers of wireless
communications services will compete more directly with providers of
traditional landline telephone services, energy companies, utility companies
and cable operators who expand their services to offer communications services.

We are dependent upon roaming revenue, and its seasonality will subject our
revenue and net income to seasonal fluctuations.

In 1999, approximately 33.2%, and in the nine months ended September 30,
2000, approximately 28.9%, of our revenues were derived from roaming as the
result of payments by other wireless providers for use of our network by their
customers who had traveled within our coverage area. Most of that revenue was
derived from AT&T Wireless's customers. Our coverage area includes a number of
resort areas that contribute to our roaming revenue. As a result, our roaming
revenue increases during vacation periods, introducing a measure of seasonality
to our revenue and net income.

The wireless industry is experiencing rapid technological change, and we may
lose customers if we fail to keep up with these changes.

The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades
in existing analog wireless systems, ongoing improvements in the capacity and
quality of digital technology, shorter development cycles for new products and
enhancements and changes in end-user requirements and preferences. We may lose
customers if we fail to keep up with these changes.

We depend on consultants and contractors to build out our network, and if any
of them fails to perform its obligation to us, we may not complete the
construction of our network on a timely basis.

We have retained Ericsson Inc. and other consultants and contractors to
assist in the design and engineering of our systems, construct cell sites,
switch facilities and towers, lease cell sites and deploy our personal
communications services network systems. The failure by any of these
consultants or contractors to fulfill its contractual obligations could
materially delay the construction of our personal communications services
network, which could slow our growth and our ability to compete in the wireless
communications industry and could materially adversely affect our financial
condition and results of operations.

Difficulties in obtaining infrastructure equipment may affect our ability to
construct our network, meet our development requirements and compete in the
wireless communications industry.

We have obtained a substantial majority of our network equipment from
Ericsson. The equipment that we require to construct our network is in high
demand, and Ericsson could have a substantial backlog of orders. Accordingly,
the lead time for the delivery of this equipment may be long. Some of our
competitors purchase large quantities of communications equipment and may have
established relationships with the manufacturers of this equipment, such as
Ericsson. Consequently, they may receive priority in the delivery of this
equipment. We also purchase a significant amount of handsets from a few
providers. Handsets are in high demand, and some providers have had a
substantial backlog of orders. If Ericsson or any other vendor fails to deliver
equipment to us in a timely manner, we may be unable to provide wireless
communications services comparable to those of our competitors. In addition, we
may be unable to satisfy the requirements regarding the construction of our
network contained in FCC regulations and our agreements with AT&T Wireless and
its affiliates. Any of these outcomes could lessen our revenue.

Many personal communications services providers have experienced a high rate of
customer turnover which, if it affects us, may reduce our revenues.

Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. The rate of customer turnover may be the result of several factors,
including network coverage, reliability issues such as blocked and dropped
calls, handset problems, non-use of phones, change of employment,
affordability, customer care concerns and other competitive factors. Our
strategy to address customer turnover may not be successful, or the rate of
customer turnover may be unacceptable. Price competition and other competitive
factors could also cause increased customer turnover. A high rate of customer
turnover could reduce our revenues and have a material adverse effect on our
competitive position and results of operations.

We are dependent on our FCC licenses, and our business could be harmed by
adverse regulatory changes.

The FCC regulates the licensing, construction, operation, sale and
interconnection arrangements of wireless telecommunications systems to varying
degrees, as do some state and local regulatory agencies. In addition, the FCC,
in conjunction with the FAA, regulates tower marking and lighting.
Additionally, the FCC has adopted rules to implement provisions of the
Telecommunications Act of 1996 that are designed to ensure that personal
communications services handsets and other technological equipment are
accessible to people with disabilities. We cannot assure you that either the
FCC, the FAA or the state and local agencies having jurisdiction over our
business will not adopt regulations or take other actions that would adversely
affect our business.

Our principal assets are our licenses from the FCC to provide cellular and
personal communications services. Our loss of any of those licenses would have
a material adverse effect on our business. Our FCC licenses are subject to
renewal and revocation. The FCC initially granted AT&T Wireless the personal
communications services licenses on June 23, 1995.

Our success depends on our ability to attract and retain qualified personnel.

A small number of key executive officers manage our business. Their loss
could have a material adverse effect on our operations. We believe that our
future success will also depend in large part on our continued ability to
attract and retain highly qualified technical and management personnel. We
believe that there is, and will continue to be, intense competition for
qualified personnel in the personal communications services industry as the
emerging personal communications services market develops, and we cannot assure
you that we will be successful in retaining our key personnel or in attracting
and retaining other highly qualified technical and management personnel. We do
not presently maintain key-man life insurance on any of our executives or other
employees.

We will likely incur operating costs due to unauthorized use of our network.

As do most companies in the wireless industry, we will likely incur costs
associated with the unauthorized use of our network, including administrative
and capital costs associated with detecting, monitoring and reducing the
incidence of fraud. Fraud impacts interconnection costs, capacity costs,
administrative costs, fraud prevention costs and payments to other carriers for
unbillable fraudulent roaming.

The technologies that we use may become obsolete, which would limit our ability
to compete effectively and may result in increased costs to adopt a new
technology.

If our technologies become obsolete, we may need to purchase and install
equipment necessary to allow us to convert to new technologies to compete in
the wireless communications marketplace. We have employed digital wireless
communications technology using the current time division multiple access/IS-
136 standards. Other digital technologies such as code division multiple access
and global system for mobile communications may ultimately prove to be more
advantageous than time division multiple access. It is anticipated that code
division multiple access technology-based personal communications services
providers will own licenses covering virtually all of the United States
population. In addition, it is possible that a digital transmission technology
other than time division multiple access technology (including global system
for mobile communications, the prevalent standard in Europe) may gain
sufficient acceptance in the United States to adversely affect the resources
currently devoted by vendors to improving time division multiple access
technology. If another technology becomes the preferred industry standard, we
may be at a competitive disadvantage, and competitive pressures may require us
to change our digital technology at substantial cost. We may not be able to
respond to those pressures and implement new technology on a timely basis, or
at an acceptable cost. If time division multiple access technology becomes
obsolete at some time in the future, and we are unable to effect a cost-
effective migration path, it could materially and adversely affect our
financial condition, results of operations and liquidity. Time division
multiple access/IS-136 standards may not always meet or exceed the capabilities
and quality of other technologies.

Although all three standards are digital transmission technologies and share
certain basic characteristics that differentiate them from analog transmission
technology, they are not compatible or interchangeable with each other. In
order to roam in other markets where no personal communications services
licensee utilizes the time division multiple access technology standard, our
subscribers must utilize tri-mode handsets to use an analog or digital cellular
system in such markets. Generally, tri-mode handsets are more expensive than
single- or dual-mode handsets. The higher cost of these handsets may impede our
ability to attract subscribers or achieve positive cash flow as planned.

In addition, if AT&T Wireless and its affiliates discontinue the use of time
division multiple access digital technology and adopt a new technology, and we
do not adopt the new technology, our exclusivity rights will terminate under
our agreements with AT&T Wireless and its affiliates. We may not be able to
successfully purchase and install the equipment necessary to allow us to
convert to a new or different technology or to adopt a new or different
technology at an acceptable cost, if at all. In addition, the technologies that
we choose to invest in may not lead to successful implementation of our
business plan. AT&T Wireless has announced that it will adopt the global system
for mobile communications based general packet radio service technology
standard

for development of advanced services such as high speed transmission of data.
To the extent that AT&T Wireless supplements its network with such technology,
we may not be able to offer AT&T Wireless's customers all such advanced
services unless we also supplement our network with such technology.

If hand-held phones pose health and safety risks, we may be subject to new
regulations, and there may be a decrease in demand for our services.

Media reports have suggested that, and studies are currently being
undertaken to determine whether, certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. Concerns over radio frequency emissions may have the
effect of discouraging the use of wireless handsets, which would decrease
demand for our services. During the past two years, the FCC has updated the
guidelines and methods it uses for evaluating radio frequency emissions from
radio equipment, including wireless handsets. In addition, interest groups have
requested that the FCC investigate claims that time division multiple access
and other digital technologies pose health concerns and cause interference with
hearing aids and other medical devices. Although the updates impose new
restrictive standards on radio frequency emissions from lower power devices
such as wireless handsets, all wireless handsets that we offer our customers
comply with the proposed standards.

Our use of the SunCom brand name for marketing may link our reputation with
another SunCom company and may expose us to litigation.

We use the SunCom brand name to market our products and services in
conjunction with another member of the AT&T Wireless Network, TeleCorp PCS, in
order to broaden our marketing exposure and share the costs of advertising. It
is possible that our reputation for quality products and services under the
SunCom brand name will be associated with the reputation of TeleCorp PCS, and
any unfavorable consumer reaction to TeleCorp PCS could harm consumer
perception of the SunCom brand name and, in turn, could adversely affect our
own reputation.

As a holding company, we depend on distributions from our subsidiaries to meet
our obligations, and our subsidiaries are subject to various agreements and
laws that restrict their ability to distribute funds to us.

We are a holding company with no direct operations and no significant assets
other than the stock of our subsidiaries. We depend on the cash flows of our
subsidiaries to meet our obligations and to pay any potential dividends. The
ability of our subsidiaries to distribute funds to us is and will be restricted
by the terms of existing and future indebtedness, including our credit facility
and indentures, and by applicable state laws that limit the payments of
dividends.

Our debt instruments contain restrictive covenants that may limit our operating
flexibility.

The documents governing our indebtedness, including our credit facility the
indenture governing our 11% senior subordinated discount notes due 2008 and the
indenture governing our 9 3/8% senior subordinated notes due 2011, contain
significant covenants that limit our ability to engage in various transactions
and, in the case of our credit facility, require satisfaction of specified
financial performance criteria. In addition, under each of these documents, the
occurrence of specific events, in some cases after notice and grace periods,
would constitute an event of default permitting acceleration of the respective
indebtedness.

These events include:

. failure to comply with a document's covenants;

. material inaccuracies of representations and warranties;

. specified defaults under or acceleration of other indebtedness; and

. events of bankruptcy or insolvency.

The limitations imposed by the documents governing our outstanding
indebtedness are substantial, and failure to comply with them could have a
material adverse effect on our business. We are in full compliance with our
debt covenants as of the date of this prospectus.

A limited number of stockholders owns a large amount of our stock; if they
decide to vote their shares together in furtherance of their own interests and
those interests are different from yours, the result could be that we will take
actions that are not in your interest.

J.P. Morgan Partners (23A SBIC), LLC, J.P. Morgan Investment Corporation,
Desai Capital Management Incorporated, Toronto Dominion Capital (USA), Inc.,
First Union Affordable Housing Community Development Corporation and Duff
Ackerman Goodrich & Assoc. L.P., our principal institutional investors, in the
aggregate, currently control approximately 66% of our total voting power, and
Michael Kalogris and Steven Skinner control approximately 9% of our total
voting power, in the aggregate. Those stockholders, other than J.P. Morgan
Investment Corporation, have agreed that they will vote their shares together
to elect two of our directors and, so long as AT&T Wireless PCS has the right
to nominate a director under our certificate of incorporation, to elect AT&T
Wireless PCS's nominee. As a result of their share ownership, these
institutional investors and our management, if their interests are aligned or
if they decide to vote their shares together, have the ability to control our
future operations and strategy. Conflicts of interest between the institutional
investors and management stockholders and our public stockholders may arise
with respect to sales of shares of Class A common stock owned by the
institutional investors and management stockholders or other matters. For
example, sales of shares by the institutional investors and management
stockholders could result in a change of control under our credit facility,
which would constitute an event of default under the credit facility, and under
our indentures, which would require us to offer to repurchase our 11% senior
subordinated discount notes due 2008 and our 9 3/8% senior subordinated notes
due 2011. In addition, the interests of our institutional investors and other
existing stockholders regarding any proposed merger or sale may differ from the
interests of our public stockholders, especially if the consideration to be
paid for the Class A common stock is less than the price paid by public
stockholders.

In an investors' agreement, the cash equity investors have agreed that cash
equity investors holding 66 2/3% or more of the Class A common stock and Class
B non-voting common stock held by the cash equity investors, in the aggregate,
who propose to sell their shares of common stock may require the other cash
equity investors to also participate in any such sale. As a result, such cash
equity investors may have the effective right to sell control of Triton.

Our institutional investors invest in other personal communications services
companies, and conflicts of interest may arise from these investments and from
other directorships held by our directors that may not be resolved in our
favor.

Our principal institutional investors, or their affiliates, currently have
significant investments in personal communications services companies other
than Triton. These institutional investors may in the future invest in other
entities that compete with us. In addition, several of our directors serve as
directors of other communications services companies. As a result, these
directors may be subject to conflicts of interest during their tenure as
directors of Triton. Because of these potential conflicts, these directors may
be required to disclose periodically financial or business opportunities to us
and to the other companies to which they owe fiduciary duties.

We do not intend to pay dividends in the foreseeable future.

We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not

anticipate paying any cash dividends on our common stock. Payment of any future
dividends on our common stock will depend upon our earnings and capital
requirements, the terms of our debt instruments and preferred stock and other
factors our board of directors considers appropriate. See "--As a holding
company, we depend on distributions from our subsidiaries to meet our
obligations, and our subsidiaries are subject to various agreements and laws
that restrict their ability to distribute funds to us."

Our stock price is highly volatile.

The market price of our stock is highly volatile and subject to wide
fluctuations in response to factors such as the following, some of which are
beyond our control:

. quarterly variations in our operating results;

. operating results that vary from the expectations of securities analysts
and investors;

. changes in expectations as to our future financial performance, including
financial estimates by securities analysts and investors;

. changes in market valuations of other personal communications and
telecommunications services companies;

. announcements of technological innovations or new services by us or our
competitors; announcements by us or our competitors of significant
contracts, acquisitions, strategic partnerships, joint ventures or
capital commitments;

. additions or departures of key personnel;

. future sales of our securities; and

. stock market price and volume fluctuations.

Stock markets in the United States often experience extreme price and volume
fluctuations. Market fluctuations, as well as general political and economic
conditions such as a recession or interest rate or currency rate fluctuations,
could adversely affect the market price of our stock.

Anti-takeover provisions affecting us could prevent or delay a change of
control that is beneficial to you.

Provisions of our certificate of incorporation and bylaws, provisions of our
debt instruments and other agreements, and provisions of applicable Delaware
law and applicable federal and state regulations may discourage, delay or
prevent a merger or other change of control that holders of our securities may
consider favorable. These provisions could:

. have the effect of delaying, deferring or preventing a change in control
of our company;

. discourage bids for our securities at a premium over the market price;

. adversely affect the market price of, and the voting and other rights of
the holders of, our securities; or

. impede the ability of the holders of our securities to change our
management.

In addition, our stockholders' agreement, credit facility and indentures for
our outstanding public debt contain limitations on our ability to enter into
change of control transactions.

Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. The FCC and some states have statutes or regulations that would
require an investor who acquires a specified percentage of our securities or
the securities of one of our subsidiaries to obtain approval to own those
securities from the FCC or the applicable state commission.

Limitation of Liability and Indemnification Matters

stockholders for monetary damages for conduct that does not satisfy their duty
of care. Although the statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. Our certificate of incorporation limits the liability
of our directors to Triton or our stockholders to the fullest extent permitted
by the Delaware statute. Specifically, the directors will not be personally
liable for monetary damages for breach of a director's fiduciary duty as a
director, except for liability:

. for any breach of the director's duty of loyalty to Triton or its
stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. under Section 174 of the Delaware General Corporation Law (which relates
to the unlawful payment of dividends or unlawful stock purchase or
redemption by a corporation); or

. for any transaction from which a director derived an improper personal
benefit.

The inclusion of this provision in our certificate of incorporation may have
the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty of care, even though such
an action, if successful, might otherwise have benefited Triton and its
stockholders. In addition, we have purchased directors' and officers' liability
insurance coverage for our directors and certain of our officers in amounts
customary for similarly situated companies. Under the applicable provisions of
the Delaware General Corporation Law, in general, a corporation may indemnify
its directors, officers, employees or agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceedings
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons only if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. Our certificate of
incorporation gives us the power to indemnify our officers, directors,
employees and agents to the fullest extent permitted by Delaware law. We have
entered into indemnification agreements with each of our directors and certain
of our executive officers which generally provide for indemnification of the
director or executive officer to the fullest extent provided by law.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling us
pursuant to our certificate of incorporation, we have been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

USE OF PROCEEDS

Unless we state otherwise in the accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by us in
such prospectus supplement for general corporate purposes, which may include
additions to working capital, repayment or redemption of existing indebtedness
and financing of capital expenditures and acquisitions. We may borrow
additional funds from time to time from public and private sources on both a
long-term and short-term basis and may sell commercial paper to fund our future
capital and working capital requirements in excess of internally generated
funds.

We will not receive any proceeds from the sale of shares of Class A common
stock that may be sold by selling stockholders.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following table sets forth our deficiency of earnings to combined fixed
charges and preferred stock dividends for the periods indicated. The ratio of
earnings to combined fixed charges and preferred stock dividends is computed by
dividing the combination of fixed charges and preferred stock dividends into
earnings, as defined. Earnings include income before taxes, plus fixed charges,
plus amortization of capitalized interest, less capitalized interest costs.
Fixed charges include interest expense, capitalized interest, amortization of
debt discount, amortization of capitalized expenses related to debt and one-
third of rental expense attributable to the interest factor. On this basis,
earnings for the periods shown were not adequate to cover fixed charges and
preferred stock dividends; therefore, the amount of the deficiency is shown.

Nine Months Ended
Year Ended December 31, September 30,
----------------------- -----------------
1997 1998 1999 1999 2000
------ ------- -------- -------- --------
(in thousands)

Deficiency of earnings to combined
fixed charges and preferred
dividends......................... $3,961 $42,998 $170,385 $110,616 $139,518

DESCRIPTION OF CAPITAL STOCK

The following description of Triton's capital stock sets forth general terms
and provisions of the particular issuance of capital stock to which any
prospectus supplement may relate. The prospectus supplement will describe the
particular terms of any sale of capital stock and the extent, if any, to which
such general provisions will not apply to such sale. The following description
also sets forth selected provisions of Triton's second restated certificate of
incorporation and amended and restated bylaws. This description is a summary
only and is qualified in its entirety by Triton's certificate of incorporation
and bylaws, which are incorporated as exhibits to the registration statement of
which this prospectus is a part.

Our authorized capital stock consists of:

. 580,000,000 shares of common stock, par value $0.01 per share, including:

(a) 520,000,000 shares designated Class A common stock; and

(b) 60,000,000 shares designated Class B non-voting common stock; and

. 70,000,000 shares of preferred stock, par value $0.01 per share,
including:

(a) 1,000,000 shares designated Series A convertible preferred stock;

(b) 50,000,000 shares designated Series B preferred stock;

(d) 16,000,000 shares designated Series D convertible preferred stock.

As of September 30, 2000, there were outstanding: 54,067,172 shares of Class
A common stock; 8,210,827 shares of Class B non-voting common stock; 786,253
shares of Series A preferred stock; no shares of Series B preferred stock or
Series C preferred stock; and 543,683 shares of Series D preferred stock.

Common Stock

Class A Common Stock. Each holder of Class A common stock is entitled to one
vote for each share of Class A common stock on all matters on which
stockholders generally are entitled to vote and to all other rights, powers and
privileges of stockholders under Delaware law. Upon the dissolution,
liquidation or winding up of Triton, after any preferential amounts to be
distributed to the holders of the preferred stock then outstanding have been
paid or declared and funds sufficient for payment in full have been set apart
for payment, the holders of the Class A common stock and the Class B non-voting
common stock will be entitled to receive all the remaining assets of Triton
legally available for distribution to its stockholders in proportion to the
number of shares of common stock held by them.

Class B Non-Voting Common Stock. The Class B non-voting common stock is
identical in all respects to the Class A common stock, except that holders of
shares of Class B non-voting common stock shall not have the right to vote on
any matters to be voted on by our stockholders. Shares of Class B non-voting
common stock are convertible at the option of the holder at any time on a one-
for-one basis into shares of Class A common stock, except that shares of Class
B non-voting common stock held by J.P. Morgan Investment Corporation are
convertible only upon receipt by Triton of a written opinion of counsel to the
effect that J.P. Morgan Investment Corporation should not be considered an
affiliate of Triton after giving effect to the conversion. In addition, shares
of Class B non-voting common stock transferred by J.P. Morgan Investment
Corporation to anyone other than its affiliates, after giving effect to the
conversion, convert automatically on a one-for-one basis into shares of Class A
common stock.

Preferred Stock

Subject to the approval of the holders of shares of certain series of
preferred stock in specified circumstances, Triton may issue preferred stock
with such designations, powers, preferences and other rights and
qualifications, limitations and restrictions as Triton's board of directors may
authorize, including, but not limited to:

. the distinctive designation of each series and the number of shares that
will constitute the series;

. the voting rights, if any, of shares of the series;

. the dividend rate on the shares of the series, any restriction,
limitation or condition upon the payment of dividends, whether dividends
will be cumulative and the dates on which dividends are payable;

. the prices at which, and the terms and conditions on which, the shares of
the series may be redeemed, if the shares are redeemable;

. the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares in the series;

. any preferential amount payable upon shares of the series in the event of
the liquidation, dissolution or winding up of Triton or the distribution
of its assets; and

. the prices or rates of conversion at which, and the terms and conditions
on which, the shares of such series may be converted into other
securities, if such shares are convertible.

The table below summarizes the principal terms of our preferred stock:

Principal Terms of Preferred Stock

Terms Series A Series B Series C Series D
----- ------------------- -------------- ------------------- -------------------

Dividends............... Quarterly cash Same as Series No fixed dividends, Same as Series C
dividends at annual A but participates
rate of 10% of the with Class A common
accreted value of stock on an as-
Series A, but cash converted basis
dividend payments
may be deferred
until June 30, 2008

No dividends may be No dividend or
paid on any junior distribution may be
preferred stock or paid on common
common stock stock unless Series
without the consent C receives a
of the Series A dividend or
holders distribution as
well, payment to be
based on a formula

Convertibility.......... At the holder's None At the holder's At the holder's
option, on or after option, at any time option, at any time
February 4, 2006, at a rate of one at a rate of one
each share of share of Class A share of Series C
Series A preferred common stock for for each share of
stock will convert each share of Series D (subject
into a number of Series C (subject to anti-dilution
shares of Class A to anti-dilution provisions)
common stock equal provisions)
to $100 plus all
unpaid dividends on
such Series A
preferred share
divided by the fair
market value of a
share of Class A
common stock

Principal Terms of Preferred Stock

Terms Series A Series B Series C Series D
----- ------------------- -------------- ------------------- -------------------

At the holder's
option, at any time
at a rate of one
share of Class A
common stock for
each share of
Series D (subject
to anti-dilution
provisions)

Holder may elect, Holder may elect, Holder may elect by
by written notice, by written notice, written notice, to
to receive shares to receive shares receive shares of
of Class B non- of Class B non- Class B non-voting
voting common stock voting common stock common stock
instead of Class A instead of Class A instead of Class A
common stock common stock common stock

Liquidation
Preference............ $100 per share plus Same as Series $100 per share $100 per share
all accrued but A (subject to (subject to
unpaid dividends, customary anti- customary anti-
whether or not dilution dilution
declared (subject provisions), but provisions), but
to customary anti- junior to Series A junior to Series A
dilution and Series B and and Series B and
provisions) junior to Series D senior to Series C
with respect to a with respect to a
statutory statutory
liquidation liquidation

Voting.................. Limited class Limited class Votes with Class A Limited class
voting rights voting rights common stock on an voting rights
as-converted basis

Entitled to Additional class
nominate one of the voting rights
Class II directors
so long as initial
holder owns at
least two-thirds of
the Series A shares
it owned on
February 4, 1998

Redemption.............. At our option on or At our option At our option, Same as Series C
after February 4, at any time requires prior
2008 affirmative vote or
written consent of
all holders of
outstanding Series
C shares, all
holders of
outstanding Series
D shares and any
other holders of
capital stock as
required by the
certificate of
incorporation

At the holder's Same as Series
option on or after A
February 4, 2018

Anti-Takeover Provisions

Delaware law, our certificate of incorporation, our bylaws and the
stockholders' agreement contain provisions that could have the effect of
delaying, deterring or preventing the acquisition of control of Triton by means
of changes to our governing documents or a proxy contest.

Delaware Law. We are subject to the provisions of Section 203 of the
Delaware General Corporation Law, which prohibits a Delaware corporation from
engaging in a broad range of business combinations with interested stockholders
for a period of three years following the time that person became an interested
stockholder, unless any of the following occurs:

. the transaction resulting in a person's becoming an interested
stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder;

. the interested stockholder acquires 85% or more of the outstanding voting
stock of the corporation in the same transaction that makes the person an
interested stockholder, excluding shares owned by persons who are both
officers and directors of the corporation and shares held by employee
stock ownership plans; or

. on or after the date the person became an interested stockholder, the
business combination is approved by the corporation's board of directors
and by the holders of at least 66 2/3% of the corporation's outstanding
voting stock at a stockholder meeting, excluding shares held by the
interested stockholder.

An interested stockholder is defined as any person that is:

. the owner of 15% or more of the outstanding voting stock of the
corporation; or

. an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time
within the three-year period immediately prior to the date on which it is
sought to be determined whether the person is an interested stockholder.

Nomination and Election of Directors. Our certificate of incorporation,
bylaws and the stockholders' agreement contain provisions which affect the
nomination and election of directors to our board. Our board of directors
consists of seven directors, and each director serves until his or her
successor has been duly elected and qualified, or until his or her earlier
death, resignation or removal. Our board of directors is divided into three
classes of directors. Each class serves a staggered three-year term. As a
result, approximately one-third of the board of directors are elected each
year. Generally a director will stand for election only once every three years.
The classified board provision could have the effect of discouraging a third
party from making a tender offer or otherwise attempting to obtain control of
us, even though the attempt might be beneficial to us and our stockholders. In
addition, the classified board provision could delay stockholders who do not
agree with the policies of the board from removing a majority of the board for
two years. Under our certificate of incorporation, as long as AT&T Wireless PCS
owns at least two-thirds of the number of shares of Series A preferred stock
that it owned on February 4, 1998, it has the exclusive right, voting
separately as a single class, to nominate one of the Class II directors. Each
of the stockholders party to the stockholders' agreement, other than J. P.
Morgan Investment Corporation, has agreed to vote all its shares of Series C
preferred stock or Class A common stock held of record by it to cause the
election of two directors selected by the cash equity investors and the
election of the nominee selected by AT&T Wireless PCS and their continuation in
office. Any amendment to our certificate of incorporation must be approved by
the affirmative vote of the holders of shares of Series C preferred stock and
Class A common stock representing at least two-thirds of the votes entitled to
be cast for the election of directors, voting together as a single class,
subject to the separate class vote requirements relating to any class or series
of preferred stock. Our bylaws may be amended in the same manner as provided in
our certificate of incorporation or, alternatively, by a resolution adopted by
a majority of our board of directors at any special or regular meeting of the
board or by unanimous written consent, although amendments to the provisions
regarding election of directors require the approval of the holders of capital
stock entitled to nominate any of our directors.

Other Provisions. Our certificate of incorporation and bylaws provide, in
general, that:

. the directors in office will fill any vacancy or newly created
directorship on the board of directors, with any new director to serve
for the remaining term of the class of directors to which he is elected,
except that any vacancy that was left by a nominee of a stockholder
entitled to nominate such nominee will be filled by a new director
selected by such holder; and

. directors may be removed only for cause and only by the affirmative vote
of the holders of a majority of the outstanding shares of voting stock
cast, at an annual or special meeting or by written consent, except any
director nominated by any stockholders having the right to nominate such
director may be removed and replaced by such stockholders with or without
cause.

The bylaws also require that stockholders wishing to bring any business,
including director nominations, before an annual meeting of stockholders
deliver written notice to us not less than 60 days or more than 90 days prior
to the date of the annual meeting of stockholders. If, however, less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder must be delivered to us not
later than the close of business on the tenth day following the day on which we
publicly announce the date of our annual meeting. The bylaws further require
that the notice by the stockholder set forth, among other things:

. a description of the business to be brought before the meeting, including
information with respect to a nominated director;

. the reasons for conducting the business at the meeting;

. specific information concerning the stockholder proposing the business
and the beneficial owner, if any, on whose behalf the proposal is made;

. a description of all arrangements and understandings between or among the
stockholder delivering the notice and any other person or persons,
including any director nominee where applicable, with a material interest
in the business to be brought before the meeting; and

. with respect to notice nominating a director, any other information
relating to the director nominee and the nominating stockholder that
would be required to be disclosed in a proxy statement or other similar
filing with the SEC.

The foregoing provisions regarding director nomination procedures do not
apply to holders of our capital stock who have the right to nominate directors.
The provisions of the certificate of incorporation and bylaws relating to
removal of directors and advance notice of stockholder proposals may discourage
or make more difficult the acquisition of control of us by means of a tender
offer, open market purchase, proxy contest or otherwise. These provisions may
have the effect of discouraging specific types of coercive takeover practices
and inadequate takeover bids and may encourage persons seeking to acquire
control of us first to negotiate with the board of directors.

Registration Rights

Under our stockholders' agreement, dated as of October 27, 1999, among
Triton, AT&T Wireless PCS, the selling stockholders and certain other
stockholders of Triton, the selling stockholders and the other parties thereto
are entitled to certain demand and piggyback registration rights on the terms
and conditions set forth in the stockholders' agreement.

Transfer Agent

The transfer agent and registrar for the Class A common stock is Equiserve
(BankBoston).

DESCRIPTION OF WARRANTS AND OTHER RIGHTS

We may issue warrants and other rights to purchase our securities, including
rights to receive payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies or indices, or
securities of other issuers or any combination of the foregoing. Warrants or
rights may be issued independently or together with any securities and may be
attached to or separate from such securities. Each series of warrants or rights
will be issued under a separate warrant or rights agreement to be entered into
between us and a warrant or rights agent. The following description sets forth
certain general terms and provisions of the warrants and rights offered hereby.
Further terms of the warrants and rights and the applicable warrant or rights
agreement will be set forth in the applicable prospectus supplement.

The applicable prospectus supplement will describe the following terms of
any warrants or rights in respect of which this prospectus is being delivered:

. the title of such warrants or rights;

. the aggregate number of such warrants or rights;

. the price or prices at which such warrants or rights will be issued;

. the currency or currencies, including composite currencies, in which the
price of such warrants or rights may be payable;

. the securities or other securities or rights of ours, including rights to
receive payment in cash or securities based on the value, rate or price
of one or more specified commodities, currencies or indices, or
securities of other issuers or any combination of the foregoing
purchasable upon exercise of such warrants or rights;

. the price at which and the currency or currencies, including composite
currencies, in which the securities purchasable upon exercise of such
warrants or rights may be purchased;

. the date on which the right to exercise such warrants or rights shall
commence and the date on which such right shall expire;

. if applicable, the minimum or maximum amount of such warrants or rights
which may be exercised at any one time;

. if applicable, the designation and terms of the securities with which
such warrants or rights are issued and the number of such warrants or
rights issued with each such security;

. if applicable, the date on and after which such warrants or rights and
the related securities will be separately transferable;

. information with respect to book-entry procedures, if any;

. if applicable, a discussion of certain United States Federal income tax
considerations; and

. any other terms of such warrants or rights, including terms, procedures
and limitations relating to the exchange and exercise of such warrants or
rights.

SELLING STOCKHOLDERS

The following table provides information with respect to the beneficial
ownership of our Class A common stock as of December 26, 2000 of each selling
stockholder. Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission. The persons named in this table have
sole voting and investment power with respect to all shares of Class A common
stock shown as beneficially owned by them, subject to community property laws
where applicable and subject to the information contained in the footnotes to
this table. The number of shares of Class A common stock outstanding as of the
date of this table, December 26, 2000, was 54,096,303.

Percentage of
Voting Shares
Number of Voting Number of Beneficially
Shares Beneficially Shares Being Owned
Name Owned Offered(11) Before Offering(12)
---- ------------------- ------------ -------------------

Michael E. Kalogris(1)... 3,147,673(9) 184,488 5.82%
Steven R. Skinner(2)..... 1,942,906(10) 136,348 3.60%
J.P. Morgan Partners (23A
SBIC), LLC(3)(4)........ 12,270,744 861,130 22.68%
J.P. Morgan Investment
Corporation(4)(5)....... 2,578,772 757,187 4.77%
Desai Capital Management
Incorporated(6)......... 11,902,744 835,305 22.00%
Toronto Dominion Capital
(U.S.A.), Inc.(7)....... 2,975,698 208,827 5.50%
First Union Affordable
Housing Community
Development
Corporation(8).......... 4,079,877 286,315 7.54%
DAG--Triton PCS, L.P..... 1,858,127 130,399 3.43%

--------
(1) Mr. Kalogris is the Chief Executive Officer and Chairman of the Board of
Directors of Triton.
(2) Mr. Skinner is the President, Chief Operating Officer and a director of
Triton.
(3) An affiliate of J.P. Morgan Partners (23A SBIC), LLC serves as agent and
lender under our credit facility. Affiliates of J.P. Morgan Partners (23A
SBIC), LLC were initial purchasers in our private offering of senior
subordinated discount notes in May 1998 and our private offering of senior
subordinated notes in January 2001. In addition, Arnold Chavkin, a general
partner of an affiliate of J.P. Morgan Partners (23A SBIC), LLC and a vice
president of another affiliate of J.P. Morgan Partners (23A SBIC), LLC, is
a director of Triton.
(4) J.P. Morgan Partners (23A SBIC), LLC, J.P. Morgan Investment Corporation
and Sixty Wall Street SBIC Fund, L.P. are subsidiaries of J.P. Morgan Chase
& Co., which is the successor of the merger of The Chase Manhattan
Corporation and J.P. Morgan & Co. Incorporated completed on December 31,
2000.
(5) The number of shares beneficially owned by J.P. Morgan Investment
Corporation includes 122,663 shares of Class A common stock held by Sixty
Wall Street SBIC Fund, L.P., an affiliate of J.P. Morgan Investment
Corporation. J.P. Morgan Investment Corporation also owns 8,210,827 shares
of Class B non-voting common stock. The number of shares being offered by
J.P. Morgan Investment Corporation may include shares offered by Sixty Wall
Street SBIC Fund. An affiliate of J.P. Morgan Investment Corporation serves
as agent and lender under our credit facility. Affiliates of J.P. Morgan
Investment Corporation served as underwriters and received underwriter fees
in connection with our initial public offering in October 1999. Affiliates
of J.P. Morgan Investment Corporation were initial purchasers in our
private offering of senior subordinated discount notes in May 1998 and our
private offering of senior subordinated notes in January 2001. In addition,
John Watkins, a managing director and officer of an affiliate of J.P.
Morgan Investment Corporation, is a director of Triton.
(6) The number of shares beneficially owned by Desai Capital Management
Incorporated consists of 5,951,372 shares of Class A common stock held by
Private Equity Investors III, L.P., and 5,951,372 shares of Class A common
stock held by Equity-Linked Investors-II, each an affiliate of Desai
Capital Management Incorporated. The number of shares being offered by
Desai Capital Management Incorporated will consist of shares offered by
Private Equity Investors III, L.P., Equity Linked Investors-II or both.
Under our stockholders' agreement, Desai Capital Management Incorporated
has the right to designate a representative to attend the meetings of our
board of directors as an observer.

(7) An affiliate of Toronto Dominion Capital (U.S.A.), Inc. serves as agent
and lender under our credit facility. An affiliate of Toronto Dominion
Capital (U.S.A.) was an initial purchaser in our private offering of
senior subordinated notes in January 2001.
(8) The number of shares beneficially owned by First Union Affordable Housing
Community Development Corporation includes 475,351 shares held by certain
affiliates of First Union Affordable Housing Community Development
Corporation. The number of shares being offered by First Union Affordable
Housing Community Development Corporation may include shares offered by
such affiliates. An affiliate of First Union Affordable Housing Community
Development Corporation serves as agent and lender under our credit
facility. Affiliates of First Union Affordable Housing Community
Development Corporation served as underwriters and received underwriter
fees in connection with our initial public offering in October 1999. An
affiliate of First Union Affordable Housing Community Development
Corporation acted as our exclusive financial advisor in connection with
the sale of our personal communications towers to American Tower, L.P. in
September 1999.
(9) Includes 518,798 shares of Class A common stock held by Mr. Kalogris as
trustee under an amended and restated common stock trust agreement for
management employees and independent directors, dated June 26, 1998, under
which Triton will distribute Class A common stock to management employees
and
independent directors. 1,282,076 of the 2,628,875 shares of Class A common
stock directly held by Mr. Kalogris are subject to forfeiture in accordance
with Mr. Kalogris' employment agreement over a five-year period.
(10) 961,557 of the 1,942,906 shares of Class A common stock are subject to
forfeiture according to the terms of Mr. Skinner's employment agreement.
(11) Registration of these shares does not necessarily mean that a selling
stockholder will sell all or any of these shares.
(12) Because each selling stockholder may sell all or some of the shares
registered on its behalf, no estimate can be given as to the amount and
percentage of the Class A common stock to be owned by such selling
stockholder after completion of the offering.

Under our stockholders' agreement, certain of our stockholders, including
the selling stockholders, have agreed not to transfer any shares of common
stock until February 4, 2001. In order for the selling stockholders to sell
their shares of Class A common stock prior to February 4, 2001, the
stockholders' agreement would either need to be amended or the selling
stockholders would need to receive a waiver of these restrictions from the
other parties to the stockholders' agreement.

PLAN OF DISTRIBUTION

Triton and any selling stockholder may sell securities to one or more
underwriters or dealers for public offering and sale by them, or it may sell
the securities to investors directly or through agents. The selling
stockholders may also distribute securities through one or more special purpose
trusts, which will enter into forward purchase arrangements with selling
stockholders and distribute their own securities. The accompanying prospectus
supplement will set forth the terms of the offering and the method of
distribution and will identify any firms acting as underwriters, dealers or
agents in connection with the offering, including:

. the number of shares of Class A common stock to be sold by each selling
stockholder;

. the name or names of any underwriters;

. the purchase price of the securities;

. any underwriting discounts and other items constituting underwriters'
compensation;

. any public offering price and the net proceeds we or the selling
stockholders will receive from such sale;

. any discounts or concessions allowed or reallowed or paid to dealers; and

. any securities exchange or market on which the securities offered in the
prospectus supplement may be listed.

Only those underwriters identified in such prospectus supplement are deemed
to be underwriters in connection with the securities offered in the prospectus
supplement.

Triton or any selling stockholder may distribute securities from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at prices determined as the prospectus supplement specifies. Triton
or any selling stockholder may sell securities through a rights offering,
forward contracts or similar arrangements. In connection with the sale of the
securities, underwriters, dealers or agents may be deemed to have received
compensation from Triton or the selling stockholders in the form of
underwriting discounts or commissions and also may receive commissions from
securities purchasers for whom they may act as agent. Underwriters may sell the
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they may act as agent. Some of the
underwriters, dealers or agents who participate in the securities distribution
may engage in other transactions with, and perform other services for, Triton
and its subsidiaries in the ordinary course of business.

Any underwriting discounts or other compensation which we pay to
underwriters or agents in connection with the securities offering, and any
discounts, concessions or commissions which underwriters allow to dealers, will
be set forth in the prospectus supplement. Selling stockholders, underwriters,
dealers and agents participating in the securities distribution may be deemed
to be underwriters, and any discounts and commissions they receive and any
profit they realize on the resale of the securities may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. The
maximum discount or commission to be paid to any member of the NASD or any
independent broker-dealer for the sale of the shares will not exceed 8%.
Underwriters and their controlling persons, dealers and agents may be entitled,
under agreements entered into with Triton, selling stockholders or both, to
indemnification against and contribution toward specific civil liabilities,
including liabilities under the Securities Act.

We will not receive any proceeds from the sale of shares of Class A common
stock by the selling stockholders. We will, however, bear certain expenses in
connection with the registration of the securities being offered under this
prospectus by the selling stockholders, including costs incidental to the
offering and sale of the securities to the public, other than commissions and
discounts of underwriters, dealers or agents and any transfer taxes.

LEGAL MATTERS

Dow, Lohnes & Albertson, PLLC, Washington, D.C., will pass upon the validity
of the securities offered hereby for Triton, and Kleinbard, Bell & Brecker LLP,
Philadelphia, Pennsylvania, will pass upon the validity of the shares of Class
A common stock offered by the selling stockholders. Certain members of Dow,
Lohnes & Albertson, PLLC and Kleinbard, Bell & Brecker LLP own shares of
Holdings' Class A common stock.

EXPERTS

The consolidated financial statements of Triton PCS Holdings, Inc.
incorporated in this prospectus by reference to the Annual Report on Form 10-K
of Triton PCS Holdings, Inc. for the year ended December 31, 1999, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The audited financial statements of Vanguard Cellular Systems of South
Carolina, Inc., as of December 31, 1996 and 1997 and for the three years in the
period ended December 31, 1997, incorporated in this prospectus by reference
from Holdings' Current Report on Form 8-K, dated November 9, 2000, have been
audited by Arthur Andersen LLP, independent public accountants, as stated in
their report, which is incorporated herein by reference with respect to those
financial statements, and have been so incorporated in reliance upon the
authority of said firm as experts in accounting and auditing in giving that
report.

WHERE YOU CAN FIND MORE INFORMATION

Triton is subject to the informational requirements of the Securities
Exchange Act of 1934 and files reports, proxy statements and other information
with the Securities and Exchange Commission. Our Securities and Exchange
Commission filings are available over the Internet at the Securities and
Exchange Commission's web site at http://www.sec.gov. You also may read and
copy any document that we file at the Securities and Exchange Commission's
public reference rooms located at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the Securities and Exchange Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
or obtain copies of such materials by mail. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges, as well as the Public Reference
Section's charges for mailing copies of the documents that we have filed.

INFORMATION INCORPORATED BY REFERENCE

Triton files periodic reports with the Securities and Exchange Commission.
Securities and Exchange Commission rules permit Triton to incorporate these
filings by reference into this prospectus. By incorporating Triton's Securities
and Exchange Commission filings by reference, the following documents are made
a part of this prospectus:

. Triton's quarterly reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000;

. Triton's annual report on Form 10-K for the year ended December 31, 1999;

. Triton's amended report on Form 10-K/A for the year ended December 31,
1999;

. Triton's definitive proxy statement for the 2000 annual meeting of
stockholders, dated April 7, 2000;

. Triton's registration statement on Form 8-A filed on September 23, 1999;

. Triton's Current Report on Form 8-K, dated November 1, 2000;

. Triton's Current Report on Form 8-K, dated November 9, 2000; and

. Triton's Current Report on Form 8-K, dated January 12, 2001.

All documents which Triton will file with the Securities and Exchange
Commission, under the terms of Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this

prospectus and prior to the termination of any offering of securities offered
by this prospectus shall be deemed to be incorporated by reference in, and to
be a part of, this prospectus from the date such documents are filed. Triton's
Securities and Exchange Commission file number for Exchange Act documents is 1-
15325. Triton will provide without charge, to any person who receives a copy of
this prospectus and the accompanying prospectus supplement, upon such
recipient's written or oral request, a copy of any document this prospectus
incorporates by reference, other than exhibits to such incorporated documents,
unless such exhibits are specifically incorporated by reference in such
incorporated document. Requests should be directed to:

Daniel E. Hopkins
Vice President of Finance & Treasurer
Triton PCS Holdings, Inc.
1100 Cassatt Road
Berwyn, Pennsylvania 19312
Telephone: (610) 651-5900

Any statement contained in this prospectus or in a document incorporated in,
or deemed to be incorporated by reference to, this prospectus shall be deemed
to be modified or superseded, for purposes of this prospectus, to the extent
that a statement contained in:

. the prospectus;

. the accompanying prospectus supplement; or

. any other subsequently filed document which also is incorporated by
reference in, or is deemed to be incorporated by reference to, this
prospectus;

modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following are the expenses of issuance and distribution of the
securities registered hereunder on Form S-3, other than underwriting discounts
and commissions. All amounts except the registration and NASD filing fee are
estimated.

Registration fee................................................... $ 79,200
NASD filing fee.................................................... 30,500
Legal fees and expenses............................................ 250,000
Accounting fees and expenses....................................... 75,000
Printing and engraving expenses.................................... 75,000
Miscellaneous...................................................... 10,000
--------
Total............................................................ $519,700
========
All of the above expenses have been or will be paid by Triton.

Item 15. Indemnification of Directors and Officers.

The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the corporation,
directors must exercise an informed business judgment based on all material
information reasonably available to them. In the absence of the limitations
authorized by the Delaware statute, directors could be accountable to
corporations and their stockholders for monetary damages for conduct that does
not satisfy their duty of care. Although the statute does not change directors'
duty of care, it enables corporations to limit available relief to equitable
remedies such as injunction or rescission. The second restated certificate of
incorporation limits the liability of Triton's directors to Triton or its
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors of Triton will not be personally liable for
monetary damages for breach of a director's fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
Triton or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (which relates to the
unlawful payment of dividend or unlawful stock purchase or redemption by a
corporation) or (iv) for any transaction from which a director derived an
improper personal benefit. The inclusion of this provision in the second
restated certificate of incorporation may have the effect of reducing the
likelihood of derivative litigation against directors and may discourage or
deter stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited Triton and its stockholders. Under the applicable
provisions of the Delaware General Corporation Law, in general, a corporation
may indemnify its directors, officers, employees or agents against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with any action, suit or
proceedings brought by third parties to which they may be made parties by
reason of their being or having been directors, officers, employees or agents
and shall so indemnify such persons only if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe their conduct was unlawful. The second restated
certificate of incorporation gives Triton the power to indemnify its officers,
directors, employees and agents to the fullest extent permitted by Delaware
law, and Triton has entered into indemnification agreements with each director
and certain executive officers which generally provide for indemnification of
the director or executive officer to the fullest extent provided by law.

II-1

Item 16. Exhibits.

Exhibit
Number Description
------- -----------

*1.1-- Form of Underwriting Agreement.

3.1-- Second Restated Certificate of Incorporation of Triton PCS Holdings,
Inc. (incorporated by reference to Exhibit 3.4 of Triton's
Registration Statement on Form S-1 (File No. 333-85149)).

3.2-- Second Amended and Restated Bylaws of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.6 of Triton's Registration
Statement on Form S-1 (File No. 333-85149)).

*4.1-- Form of warrant agreement.

4.2-- Indenture, dated as of May 4, 1998, among Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association
(incorporated by reference to Exhibit 4.1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries
(File No. 333-57715)).

4.3-- First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to
Exhibit 4.1 to the Form 10-Q of Triton PCS, Inc. and its
subsidiaries, for the quarter ended March 31, 1999).

*4.4-- Second Supplemental Indenture, dated as of December 21, 1999, to the
Indenture dated as of May 4, 1998.

*4.5-- Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the
Guarantors party thereto and The Bank of New York, trustee.

4.6-- First Amended and Restated Stockholders' Agreement, dated as of
October 27, 1999, among AT&T Wireless PCS LLC., Triton PCS Holdings,
Inc., and the cash equity investors and management stockholders
party thereto (incorporated by reference to Exhibit 10.47 to
Triton's Form 10-Q for the quarter ended September 30, 1999).

4.7-- Investors Stockholders' Agreement, dated as of February 4, 1998,
among CB Capital Investors, L.P., J.P. Morgan Investment
Corporation, Sixty Wall Street SBIC Fund, L.P., Private Equity
Investors III, L.P., Equity-Linked Investors-II, Toronto Dominion
Capital (USA), Inc., First Union Capital Partners, Inc., DAG-Triton
PCS, L.P., and the stockholders named therein (incorporated by
reference to Exhibit 10.10 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries (File No. 333-57715)).

4.8-- Amendment No. 1 to Investors Stockholders' Agreement, dated as of
October 27, 1999, among CB Capital Investors, L.P., J.P. Morgan
Investment Corporation, Sixty Wall Street SBIC Fund, L.P., Private
Equity Investors III, L.P., Equity-Linked Investors-II, Toronto
Dominion Capital (USA), Inc., First Union Capital Partners, Inc.,
DAG-Triton PCS, L.P., and the stockholders named therein
(incorporated by reference to Exhibit 10.48 to Triton's Form 10-Q
for the quarter ended September 30, 1999).

*4.9-- Registration Rights Agreement, dated as of January 19, 2001, among
Triton PCS, Inc., the Guarantors named therein and Chase Securities
Inc., Morgan Stanley & Co. Incorporated, Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, ABN AMRO
Incorporated, Credit Lyonnais Securities (USA) Inc., PNC Capital
Markets, Inc., First Union Securities, Inc., Scotia Capital Markets
(USA) Inc., SunTrust Equitable Securities Corporation, TD Securities
(USA) Inc. and Wasserstein Perella Securities, Inc.

*5.1-- Opinion of Dow, Lohnes & Albertson, PLLC.

*5.2-- Opinion of Kleinbard, Bell & Brecker LLP.

*12.1-- Statement setting forth computation of ratio of earnings to combined
fixed charges and preferred stock dividends.

II-2

Exhibit
Number Description
------- -----------

23.1-- Consent of PricewaterhouseCoopers LLP.

23.2-- Consent of Arthur Andersen LLP.

*23.3-- Consent of Dow, Lohnes & Albertson, PLLC (contained in their opinion
filed as Exhibit 5.1).

*23.4-- Consent of Kleinbard, Bell & Brecker LLP (contained in their opinion
filed as Exhibit 5.2).

*24.1-- Powers of Attorney (included on the signature page).

--------
* Previously filed with the Registration Statement.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(a) to include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;

(b) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and

(c) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;

provided, however, that the undertakings set forth in paragraphs (a) and
(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in this registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of a registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(5) If any of the securities are offered at competitive bidding, (a) to
use its best efforts to distribute prior to the opening of bids, to
prospective bidders, underwriters, and dealers, a reasonable number of
copies of a prospectus which at that time meets the requirements of Section
10(a) of the Securities Act of 1933, and relating to the securities offered
at competitive bidding, as contained in the registration statement,
together with any supplements thereto, and (b) to file an amendment to the
registration statement reflecting the results of bidding, the terms of the
reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the
opening of

II-3

bids, of a prospectus relating to the securities offered at competitive
bidding, unless no further public offering of such securities by the issuer
and no reoffering of such securities by the purchasers is proposed to be
made.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Triton PCS
Holdings, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment no. 3 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Berwyn, Commonwealth of
Pennsylvania, on February 1, 2001.

TRITON PCS HOLDINGS, INC.

/s/ Michael E. Kalogris
By:_________________________________
Michael E. Kalogris
Chief Executive Officer and
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 3 to the registration statement has been signed below by the following
persons on behalf of Triton PCS Holdings, Inc. and in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

/s/ Michael E. Kalogris Chief Executive Officer and February 1, 2001
____________________________________ Chairman of the Board of
Michael E. Kalogris Directors (Principal
Executive Officer)

* President, Chief Operating February 1, 2001
____________________________________ Officer and Director
Steven R. Skinner

* Executive Vice President, February 1, 2001
____________________________________ Chief Financial Officer and
David D. Clark Secretary (Principal
Financial Officer)

/s/ Andrew M. Davies Vice President and February 1, 2001
____________________________________ Controller (Principal
Andrew M. Davies Accounting Officer)

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Signature Title Date
--------- ----- ----

* Director February 1, 2001
____________________________________
Scott I. Anderson

* Director February 1, 2001
____________________________________
John D. Beletic

* Director February 1, 2001
____________________________________
Arnold L. Chavkin

* Director February 1, 2001
____________________________________
John W. Watkins

* Director February 1, 2001
____________________________________
William W. Hague

* Power of Attorney

Michael E. Kalogris, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.

/s/ Michael E. Kalogris
By:_________________________________
Michael E. Kalogris
Attorney-in-fact

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