SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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                            TRITON PCS HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  Delaware                                23-2974475
(State of Incorporation or Organization)       (IRS Employer Identification No.)

                                1100 Cassatt Road
                           Berwyn, Pennsylvania 19312
               (Address of Principal Executive Offices) (Zip Code)


     If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X] -


     If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]


         Securities Act  registration  statement file number to which this form
         relates: __________. (If applicable)


         Securities to be registered pursuant to Section 12(b) of the Act:


         Title of Each Class                      Name of Each Exchange on Which
         To Be So Registered                      Each Class Is To Be Registered
         -------------------                      ------------------------------
         Class A Common Stock, par value $0.01       New York Stock Exchange


         Securities to be registered pursuant to Section 12(g) of the Act:


                                      None





Item 1. Description of Registrant's Securities to be Registered.

     The  description  of the Class A common stock of Triton PCS Holdings,  Inc.
(the "Registrant")  registered on the New York Stock Exchange hereby,  including
the  information  required by Item 202 of  Regulation  S-K, is  incorporated  by
reference to the description of capital stock of the Registrant  included in the
"Description of Capital Stock" section of the prospectus  filed as a part of the
Registrant's Form S-3 Registration  Statement,  (Commission File No. 333-49974),
filed with the Securities and Exchange Commission on February 22, 2001.

Item 2. Exhibits.


     The securities  to be  registered  are to be listed on the New York  Stock
Exchange, on which no other securities of the Registrant are listed. Pursuant to
the Instruction as to Exhibits on Form 8-A, no exhibits are required.













                                    SIGNATURE



     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.



                                            TRITON PCS HOLDINGS, INC.



Date:  July 13, 2001                         By:  /s/ David D. Clark
                                                 -----------------------------
                                                 David D. Clark
                                                 Executive Vice President and
                                                 Chief Financial Officer