Abstract-In third-generation (3G) wireless data networks, providing service to low data-rate users is required for maintaining fairness, but at the cost of reducing the cell's aggregate throughput. In this paper, we propose the Unified Cellular and Ad-Hoc Network (UCAN) architecture for enhancing cell throughput, while maintaining fairness. In UCAN, a mobile client has both 3G interface and IEEE 802.11-based peer-to-peer links. The 3G base station forwards packets for destination clients with poor channel quality to proxy clients with better channel quality. The proxy clients then use an ad-hoc network composed of other mobile clients and IEEE 802.11 wireless links to forward the packets to the appropriate destinations, thereby improving cell throughput. We refine the 3G base station scheduling algorithm so that the throughput gains are distributed proportional to users' average channel rates, thereby maintaining fairness. With the UCAN architecture in place, we propose novel greedy and on-demand protocols for proxy discovery and ad-hoc routing that explicitly leverage the existence of the 3G infrastructure to reduce complexity and improve reliability. We further propose secure crediting mechanisms to motivate users that are not actively receiving to participate in relaying packets for others. Through both analysis and extensive simulations with HDR and IEEE 802.11b, we show that the UCAN architecture can increase individual user's throughput by more than 100% and the aggregate throughput of the HDR downlink by up to 50%.Index Terms-Wireless, Algorithm/protocol design and analysis, Mobile communication systems