EXHIBIT 3.1

                                  RESTATED
                        CERTIFICATE OF INCORPORATION
                                     OF
                          ALAMOSA (DELAWARE), INC.

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                       Pursuant to Section 245 of the
                      Delaware General Corporation Law

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        Alamosa (Delaware), Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "GCL"), does hereby certify as follows:

               (a) The name of the Corporation is Alamosa (Delaware), Inc.
The Corporation was originally incorporated under the name Alamosa PCS
Holdings, Inc. The original certificate of incorporation of the Corporation
was filed with the office of the Secretary of State of the State of
Delaware on October 19, 1999.

               (2) This Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware.

               (3) This Restated Certificate of Incorporation only restates
and integrates and does not further amend the provisions of the
Corporation's Certificate of Incorporation as heretofore amended, restated
or supplemented, and there is no discrepancy between those provisions and
the provisions of this Restated Certificate of Incorporation.

               (4) The text of the Restated Certificate of Incorporation of
the Corporation is restated to read in its entirety as follows:

        ARTICLE 1. Name. The name of the Corporation is Alamosa (Delaware),
Inc. (the "Corporation").

        ARTICLE 2. Address. The address of its registered office in the
state of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, Delaware 19801. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

        ARTICLE 3. Purpose. The purpose for which the Corporation is
organized is to engage in any lawful act or activity for which a
corporation may be organized under the General Corporation Law of the State
of Delaware (the "GCL").

        ARTICLE 4. Description and Authorization of Stock.

               (a) Stock Authorization. The aggregate number of shares of
capital stock that the Corporation shall have the authority to issue is
10,000 shares, which shall consist of (i) 9,000 shares of Common Stock, par
value $0.01 per share (the "COMMON STOCK") and (ii) 1,000 shares of
Preferred Stock, $0.01 par value per share (the "PREFERRED STOCK").

               (b) Common Stock.

                      (i) Voting Rights. The holders of Common Stock will
be entitled to one vote per share on all matters to be voted on by the
stockholders of the Corporation, including the election of directors. The
holders of Common Stock shall not have cumulative voting rights.

                      (ii) Dividends. Subject to the prior rights of any
Preferred Stock issued by the Corporation, as and if dividends are declared
thereon by the Board of Directors of the Corporation out of funds legally
available therefor, whether payable in cash, property or securities of the
Corporation, the holders of Common Stock will be entitled to share equally,
on a share-for-share basis, in all such dividends.

                      (iii) Liquidation. Upon any liquidation, dissolution
or winding up of the Corporation, after all amounts due and owing to the
holders of any Preferred Stock of the Corporation have been paid or the
payment has been fully provided for, the holders of Common Stock shall be
entitled to receive all of the remaining assets of the Corporation
available for distribution to holders of Common Stock and will be entitled
to share equally, on a share-for-share basis, in such distribution. Neither
the merger or consolidation of the Corporation with or into another
corporation or corporations, nor the sale or transfer by the Corporation of
all or part of its assets, nor the reduction of its capital stock, will be
deemed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this paragraph.

               (c) Preferred Stock.

                      (i) Issuance. The Board of Directors is authorized,
subject to any limitations prescribed by law, to provide for the issuance
of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences, and rights of the shares of
each such series and any qualifications, limitations or restrictions
thereof.

                            (A) The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of
a majority of the Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such
holders is required pursuant to the certificate or certificates
establishing the series of Preferred Stock.

                            (B) Except as otherwise required by law,
holders of Common Stock, as such, shall not be entitled to vote on any
amendment to this Restated Certificate of Incorporation (including a
certificate establishing a series of Preferred Stock) that alters or
changes the powers, preferences, rights or other terms of one or more
outstanding series of Preferred Stock if the holders of such affected
series are entitled to vote, either separately or together with the holders
of one or more other such series, on such amendment pursuant to this
Restated Certificate of Incorporation (including a certificate establishing
a series of Preferred Stock) or pursuant to the GCL.

                      (ii) Increases and Decreases in Series. The Board of
Directors of the Corporation may increase the number of shares (but not
above the total number of authorized shares of the class) of the Preferred
Stock designated for any existing series by a resolution adding to such
series authorized and unissued shares of the Preferred Stock not designated
for any other series. The Board of Directors of the Corporation may
decrease the number of shares of the Preferred Stock (but not below the
number of shares thereof then outstanding) designated for any existing
series by a resolution, subtracting from such series unissued shares of the
Preferred Stock designated for such series, and the shares so subtracted
shall become authorized, unissued, and undesignated shares of the Preferred
Stock.

        ARTICLE 5. Rights of Stockholders. No holder of shares of stock of
the Corporation shall have any preemptive or other similar right, except as
such rights are expressly provided by contract, or by resolution creating a
series of Preferred Stock, to purchase or subscribe for or receive any
shares of any class, or series thereof, of stock of the Corporation,
whether now or hereafter authorized, or any warrants, options, bonds,
debentures or other securities convertible into, exchangeable for or
carrying any right to purchase any shares of any class of stock, or series
thereof; but such additional shares of stock and such warrants, options,
bonds, debentures or other securities convertible into, exchangeable for or
carrying any right to purchase any shares of any class of stock, or series
thereof, may be issued or disposed of by the Board of Directors to such
persons, and on such terms and for such lawful consideration, as in its
discretion it shall deem advisable or as to which the Corporation shall
have by binding contract agreed.

        ARTICLE 6. Meetings of Stockholders. Effective immediately
following the consummation of the initial public offering of the
Corporation's Common Stock pursuant to a registration statement declared
effective under the Securities Act of 1933, as amended and including any
successor provisions thereto (the "1933 Act"), any action required or
permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of stockholders of the
Corporation and may not be effected by any consent in writing by such
stockholders. Special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board, if there is one, by the
President, by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the time such
resolution is presented to the Board of Directors for adoption), or by
holders of not less than a majority of the voting power of the Voting Stock
(as defined in ARTICLE 13 (Fair Price)) that would be entitled to vote at
such meeting.

        ARTICLE 7. Duration of Existence. The Corporation is to have
perpetual existence.

        ARTICLE 8. Amendments to the Bylaws. In furtherance of, and not in
limitation of, the powers conferred by statute, the Board of Directors is
expressly authorized to adopt, amend or repeal the Bylaws of the
Corporation or adopt new Bylaws, without any action on the part of the
stockholders; provided, however, adoption, amendment or repeal of the
Bylaws in a manner that would make them inconsistent with ARTICLE 4(c)
(Description and Authorization of Stock -- Preferred Stock), ARTICLE 6
(Meetings of Stockholders), this ARTICLE 8 (Amendments to the Bylaws),
ARTICLE 9 (Board of Directors), ARTICLE 10 (Amendments to the Certificate)
or ARTICLE 13 (Fair Price), shall be made only by the affirmative vote of
the holders of at least eighty percent (80%) of the voting power of the
Voting Stock, voting together as a single class. In the event that any term
or provision of the Bylaws is inconsistent, or conflicts, with the terms or
provisions of this Restated Certificate of Incorporation, this Restated
Certificate of Incorporation shall control.

        ARTICLE 9. Board of Directors.

               (a) Number. Except as otherwise fixed by the provisions of a
resolution adopted pursuant to ARTICLE 4(c) (Description and Authorization
of Stock -- Preferred Stock) relating to the rights of the holders of the
Preferred Stock to elect additional directors under specified
circumstances, the number of directors which shall constitute the whole
Board of Directors shall be not less than three and shall be fixed from
time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether
or not there exist any vacancies in the previously authorized directorships
at the time any such resolution is presented to the Board of Directors for
adoption).

               (b) Staggered Board of Directors. At the Meeting of
Stockholders (or consent in lieu thereof) at which this Restated
Certificate of Incorporation is adopted or ratified, the directors shall be
divided into three classes, designated Class I, Class II and Class III
(which at all times shall be as nearly equal in number as possible), with
the term of office of Class I directors to expire at the 2001 Annual
Meeting of Stockholders, the term of office of Class II directors to expire
at the 2002 Annual Meeting of Stockholders, and the term of office of Class
III directors to expire at the 2003 Annual Meeting of Stockholders, upon
election and qualification of their successors. At each annual meeting of
stockholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for
a term of office to expire at the third succeeding annual meeting of
stockholders after their election, upon election and qualification of their
successors.

               (c) Removal of Directors. Subject to the right of the
holders of any class or series of Preferred Stock then outstanding, any
director, or the entire Board of Directors, may be removed from office at
any time, but only for cause and only by the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of the Voting
Stock, voting together as a single class. Except as may otherwise be
provided by law, cause for removal shall exist only if the director whose
removal is proposed:

                      (i) has been convicted of a felony by a court of
competent jurisdiction and such conviction is no longer subject to direct
appeal;

                      (ii) has been adjudged by a court of competent
jurisdiction to be liable for gross negligence or misconduct in the
performance of such director's duties to the Corporation in a matter of
substantial importance to the Corporation, and such adjudication has become
final and non-appealable; or

                      (iii) has missed six consecutive meetings of the
Board of Directors.

               (d) Vacancies. Subject to the rights of the holders of any
class or series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of
directors or any vacancies of the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other
reason shall be solely filled by a majority vote of the directors then in
office, though less than a quorum, or by a sole remaining director.
Directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which
they have been elected expires, upon election and qualification of their
successors. No decrease in the number of authorized directors constituting
the entire Board of Directors shall shorten the term of any incumbent
director. Under no circumstances shall the Corporation's stockholders fill
any newly created directorships.

               (e) Ballots, Cumulative Voting. Election of directors need
not be by written ballot unless the Bylaws shall so provide. No holders of
shares of capital stock of the Corporation shall have any rights to
cumulate votes in the election of directors.

               (f) Preferred Stock, Directors. Notwithstanding the
foregoing, whenever the holders of Preferred Stock shall have the right to
elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies, and other features of such
directorships shall be governed by the terms of any resolution adopted
pursuant to ARTICLE 4 (Description and Authorization of Stock) of this
Amended and Restated Certificate of Incorporation applicable thereto, and
such directors so elected shall not be divided into classes pursuant to
this ARTICLE 9 (Board of Directors) unless expressly provided by such
terms.

        ARTICLE 10. Amendments to the Certificate. The Corporation shall
have the right, subject to any express provisions or restrictions contained
in this Restated Certificate of Incorporation of the Corporation, from time
to time, to amend this Restated Certificate of Incorporation or any
provision thereof in any manner now or hereafter provided by law.
Notwithstanding the foregoing or any other provisions of this Restated
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any vote required by
law or this Restated Certificate of Incorporation, the affirmative vote of
the holders of at least eighty percent (80%) of the voting power of the
Voting Stock, voting together as a single class, shall be required to adopt
any provision inconsistent with, or to amend or repeal ARTICLE 4(c)
(Description and Authorization of Stock -- Preferred Stock), ARTICLE 6
(Meetings of Stockholders), ARTICLE 8 (Amendments to the Bylaws), ARTICLE 9
(Board of Directors), this ARTICLE 10 (Amendments to the Certificate) or
ARTICLE 13 (Fair Price). The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and all rights conferred upon stockholders
herein are granted subject to this reservation.

        ARTICLE 11. Indemnification.

               (a) The Corporation shall indemnify any person who was, is
or is threatened to be made a party to a proceeding (as hereinafter
defined) by reason of the fact that he or she (i) is or was a director or
officer of the Corporation or (ii) while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of any foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, to the fullest extent permitted under the GCL, as the same
exists or may hereafter be amended. Notwithstanding the foregoing, except
as provided in (c) below, the Corporation shall indemnify any such person
in connection with a proceeding (or part thereof) initiated by such person
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

               (b) Such rights shall be contract rights and as such shall
run to the benefit of any director or officer who is elected and accepts
the position of the director or officer of the Corporation or elects to
continue to serve as a director or officer of the Corporation while this
ARTICLE 11 (Indemnification) is in effect. Any repeal or amendment of this
ARTICLE 11 (Indemnification) shall be prospective only and shall not limit
the rights of any such director or officer or the obligations of the
Corporation with respect to any claim arising from or related to the
services of such director or officer in any of the foregoing capacities
prior to any such repeal or amendment to this ARTICLE 11 (Indemnification).
Such right shall include the right to be paid by the Corporation expenses
incurred in defending any such proceeding in advance of its final
disposition to the maximum extent permitted under the GCL.

               (c) If a claim for indemnification or advancement of
expenses hereunder is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim, and if successful in whole or in
part, the claimant shall also be entitled to be paid the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under
the GCL, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including the Board of
Directors or any Committee thereof, independent legal counsel, or
stockholders) to have made its determination prior to the commencement of
such action that indemnification of, or advancement of costs of defense to,
the claimant, is permissible in the circumstances nor an actual
determination by the Corporation (including the Board of Directors or any
Committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification by the Corporation
is not permissible.

               (d) In the event of the death of any person having rights of
indemnification under the foregoing provisions, such rights shall inure to
the benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, bylaw, resolution of stockholders or directors, agreement or
otherwise. The Corporation may additionally indemnify any employee or agent
of the Corporation to the fullest extent permitted by law.

               (e) As used herein, the term "PROCEEDING" means any
threatened pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative, any appeal
in such an action, suit, or proceeding, and any inquiry or investigation
that could lead to such an action, suit, or proceeding.

        ARTICLE 12. Limitation on Liability. No director of the Corporation
shall be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the GCL, or (iv) for any transaction from which the director derived
an improper personal benefit. If the GCL hereafter is amended to authorize
the further elimination or limitation of the liability of directors, then
the liability of a director of the Corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended GCL. Any repeal or modification of
this ARTICLE 12 (Limitation on Liability) by the stockholders of the
Corporation shall be prospective only and shall not adversely affect any
limitation of the personal liability of a director of the Corporation
existing at the time of such repeal or modification.

        ARTICLE 13. Fair Price.

               (a) Special Vote Required For Certain Business Combinations.
In addition to any affirmative vote required by law or this Restated
Certificate of Incorporation or the Bylaws of the Corporation, and except
as otherwise expressly provided in Section (b) of this ARTICLE 13 (Fair
Price -- When Special Vote Not Required), a Business Combination (as
hereinafter defined) with, or proposed by or on behalf of any Interested
Stockholder (as hereinafter defined) or any Affiliate or Associate (as
hereinafter defined) of any Interested Stockholder or any person who after
such Business Combination would be an Affiliate or Associate of such
Interested Stockholder shall require the affirmative vote of the holders of
not less than eighty percent (80%) of the voting power of the Voting Stock,
voting together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage or separate class vote may be specified, by law, by any other
provision of this Restated Certificate of Incorporation or the Bylaws of
the Corporation, by any agreement with any national securities exchange or
otherwise.

               (b) When Special Vote Not Required. The provisions of
Section (a) of this ARTICLE 13 (Fair Price -- Special Vote Required for
Certain Business Combinations) shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote, if any, as is required by law, by any other provision of
this Restated Certificate of Incorporation or the Bylaws of the
Corporation, by any agreement with any national securities exchange or
otherwise if, in the case of a Business Combination involving the receipt
of consideration by the holders of the Corporation's outstanding Capital
Stock (as hereinafter defined), the condition specified in paragraph (i)
below is met or all of the conditions specified in paragraph (ii) below are
met or if, in the case of a Business Combination not involving the receipt
of consideration by the holders of the Corporation's outstanding Capital
Stock, the condition specified in paragraph (i) below is met:

                      (i) Approval by Disinterested Directors. The Business
Combination (either specifically or as a transaction which is within an
approved category of transactions) shall have been approved by a majority
of the Disinterested Directors (as hereinafter defined) prior to the
stockholder becoming an Interested Stockholder, it being understood that
this condition shall not be capable of satisfaction unless there are at
least three Disinterested Directors.

                      (ii) Minimum Price, Form of Consideration and Other
Requirements. All of the following conditions shall have been met:

                            (A) Minimum Price Requirements. With respect to
every class or series of outstanding Capital Stock of the Corporation,
whether or not the Interested Stockholder has previously acquired
beneficial ownership of any shares of such class or series of Capital
Stock:

                                (1) The aggregate amount of cash plus the
Fair Market Value (as hereinafter defined), as of the date of the
consummation of the Business Combination, of consideration other than cash
to be received per share by holders of Common Stock in such Business
Combination shall be at least equal to the higher of the amounts determined
pursuant to clauses (aa) and (bb) below:

                                   (aa) the highest per-share price
(including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by or on behalf of the Interested Stockholder for any
share of Common Stock in connection with the acquisition by the Interested
Stockholder of beneficial ownership of shares of Common Stock (x) within
the two (2)-year period immediately prior to the Announcement Date (as
hereinafter defined) or (y) in the transaction or series of related
transactions in which it became an Interested Stockholder, whichever is
higher, in either case as adjusted for any subsequent stock split, stock
dividend, subdivision or reclassification with respect to Common Stock; and

                                   (bb) the Fair Market Value per share of
Common Stock (x) on the Announcement Date or (y) on the Determination Date
(as hereinafter defined), whichever is higher, as adjusted for any
subsequent stock split, stock dividend, subdivision or reclassification
with respect to Common Stock.

                                (2) The aggregate amount of cash plus the
Fair Market Value, as of the date of the consummation of the Business
Combination, of consideration other than cash to be received per share by
holders of shares of any class or series of outstanding Capital Stock,
other than Common, shall be at least equal to the highest of the amounts
determined pursuant to clauses (aa), (bb) and (cc) below:

                                   (aa) the highest per-share price
(including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by or on behalf of the Interested Stockholder for any
share of such class or series of Capital Stock in connection with the
acquisition by the Interested Stockholder of beneficial ownership of shares
of such class or series of Capital Stock (x) within the two (2)-year period
immediately prior to the Announcement Date or (y) in the transaction or
series of related transactions in which it became an Interested
Stockholder, whichever is higher, in either case as adjusted for any
subsequent stock split, stock dividend, subdivision or reclassification
with respect to such class or series of Capital Stock;

                                   (bb) the Fair Market Value per share of
such class or series of Capital Stock (x) on the Announcement Date or (y)
on the Determination Date, whichever is higher, as adjusted for any
subsequent stock split, stock dividend, subdivision or reclassification
with respect to such class or series of Capital Stock; and

                                   (cc) the highest preferential amount per
share, if any, to which the holders of shares of such class or series of
Capital Stock would be entitled to in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation regardless of whether the Business Combination to be
consummated constitutes such an event.

                            (B) Form of Consideration and Other
Requirements.

                                (1) The consideration to be received by
holders of a particular class or series of outstanding Capital Stock shall
be in cash or in the same form as previously has been paid by or on behalf
of the Interested Stockholder in connection with its direct or indirect
acquisition of beneficial ownership of shares of such class or series of
Capital Stock. If the consideration so paid for shares of any class or
series of Capital Stock varies as to form, the form of consideration of
such class or series of Capital Stock shall be in cash or the form paid by
or on behalf of the Interested Stockholder in connection with its direct or
indirect acquisition of beneficial ownership of the largest number of
shares of such class or series of Capital Stock.

                                (2) After the Determination Date and prior
to the consummation of such Business Combination:

                                   (aa) there shall have been no failure to
declare and pay at the regular date therefor any full regular dividends
(whether or not cumulative) payable in accordance with the terms of any
outstanding Capital Stock, other than the Common Stock, except as approved
by a majority of the Disinterested Directors;

                                   (bb) there shall have been no reduction
in the amount, or change in the frequency of payment, of any dividends
regularly paid on the Common Stock (except as necessary to reflect any
stock split, stock dividend, subdivision or reclassification of the Common
Stock), except as approved by a majority of the Disinterested Directors;
and

                                   (cc) there shall have been an increase
in the amount of any dividends regularly paid on the Common Stock as
necessary to reflect any reverse stock split or reclassification of the
Common Stock, or any split, recapitalization, reorganization or any similar
transaction that has the effect of reducing the number of outstanding
shares of Common Stock, unless the failure so to increase the amount of
such dividends is approved by a majority of the Disinterested Directors.

                                (3) such Interested Stockholder shall not
have become the beneficial owner of any additional shares of Capital Stock
except as part of or otherwise in connection with the transaction or series
of related transactions that resulted in such Interested Stockholder
becoming an Interested Stockholder.

                                (4) After the Determination Date and prior
to the consummation of such Business Combination, such Interested
Stockholder shall not have received the benefit, directly or indirectly
(except proportionately as a stockholder of the Corporation), of any loans,
advances, guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation, whether in
anticipation of or in connection with such Business Combinations or
otherwise.

                                (5) After the Determination Date and prior
to the consummation of such Business Combination, such Interested
Stockholder shall not have made any major change in the Corporation's
business or capital structure without the approval of a majority of the
Disinterested Directors.

                                (6) A proxy or information statement
describing the proposed Business Combination and complying with the
requirements of the 1934 Act shall be mailed to all stockholders of the
Corporation at least thirty (30) days prior to the consummation of such
Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to the 1934 Act). Such proxy or information
statement shall contain, in a prominent place, any statement as to the
advisability (or inadvisability) of the Business Combination that the
Disinterested Directors, or any of them, may choose to make and, if deemed
advisable by a majority of the Disinterested Directors, the opinion of an
investment banking firm selected by a majority of the Disinterested
Directors as to the fairness (or not) of the terms of the Business
Combination from a financial point of view to the holders of the
outstanding shares of Capital Stock other than the Interested Stockholder
and its Affiliates or Associates, such investment banking firm to be paid a
reasonable fee for its services by the Corporation.

               (c) Certain Definitions. The following definitions shall
apply with respect to this ARTICLE 13 (Fair Price):

                      (i) The term "BUSINESS COMBINATION" shall mean:

                            (A) any merger or consolidation of the
Corporation or any Subsidiary (as hereinafter defined) with (1) any
Interested Stockholder or (2) any other company (whether or not itself an
Interested Stockholder) that is or after such merger or consolidation would
be an Affiliate or Associate of an Interested Stockholder; or

                            (B) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition, or any security arrangement,
investment, loan, advance, guarantee, agreement to purchase, agreement to
pay, extension of credit, joint venture participation or other arrangement,
in one transaction or in a series of transactions, with or for the benefit
of any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder involving any assets, cash flow, earning power,
securities or commitments of the Corporation, any Subsidiary, any
Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder that, together with all other such arrangements, has an
aggregate Fair Market Value or involves aggregate commitments equal to ten
percent (10%) or more of the assets, cash flow or earning power (in the
case of transactions involving assets or commitments other than capital
stock) or ten percent (10%) or more of the stockholders' equity (in the
case of transactions in capital stock) of the entity in question (the
"SUBSTANTIAL PART"), as reflected in the most recent fiscal year-end
consolidated balance sheet of such entity existing at the time the
stockholders of the Corporation would be required to approve or authorize
the Business Combination involving the assets, cash flow, earning power,
securities or commitments constituting any Substantial Part; or

                            (C) the adoption of any plan or proposal for
the liquidation or dissolution of the Corporation; or

                            (D) any issuance or reclassification of
securities (including any stock dividend, split or reverse split or any
other distribution of securities in respect of stock), any recapitalization
of the Corporation, any merger or consolidation of the Corporation with any
of its Subsidiaries or any other transaction (whether or not with or
otherwise involving an Interested Stockholder) that has the effect,
directly or indirectly, of increasing the proportionate share of any class
or series of Capital Stock, or any securities convertible into or rights,
options or warrants to acquire Capital Stock, or equity securities of any
Subsidiary, that is beneficially owned by any Interested Stockholder or any
Affiliate or Associate of any Interested Stockholder; or

                            (E) any agreement, arrangement or other
understanding providing for any one or more of the actions specified in the
foregoing clauses (A) to (D).

                      (ii) The term "CAPITAL STOCK" shall mean the capital
stock of the Corporation authorized to be issued from time to time under
ARTICLE 4 (Description and Authorization of Stock), and the term "VOTING
STOCK" shall mean all issued and outstanding shares of Capital Stock
entitled to vote generally in the election of directors or that otherwise
are entitled to vote with such stock on the specific matter in question.

                      (iii) The term "PERSON" shall mean any individual,
firm, company or other entity and shall include any group composed of any
person and any other person with whom such person or any Affiliate or
Associate of such person has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of Capital Stock.

                      (iv) The term "INTERESTED STOCKHOLDER" shall mean any
person (other than the Corporation or any Subsidiary and other than any
profit-sharing, employee stock ownership or other employee benefit plan of
the Corporation or any Subsidiary or any trustee of or fiduciary with
respect to any such plan when acting in such capacity) who or which:

                            (A) is the beneficial owner, directly or
indirectly, of Voting Stock representing twenty percent (20%) or more of
the voting power of all Voting Stock; provided, however, that for purposes
of this ARTICLE 13(c)(iv)(A), that if any of Rosewood Telecommunications,
L.L.C., South Plains Advanced Communications & Electronics, Inc., West
Texas PCS, LLC, Taylor Telecommunications, Inc., Tregan International
Corp., Plateau Telecommunications, Incorporated, XIT Telecommunication &
Technology, Inc., LEC Development, Inc., Wes-Tex Telecommunications, Inc.,
Longmont PCS, L.L.C. and Yellow Rock PCS, LP is a party to an agreement
that governs the voting of shares of Common Stock, which agreement (x) has
been approved by the Board of Directors prior to the time it was entered
into by such parties, (y) does not govern the voting of Common Stock with
respect to matters other than the election of members of the Board of
Directors and (z) does not govern the voting of Common Stock held by
persons other than those entities named above in this proviso, then for
purposes of this ARTICLE 13(c)(iv)(A), such voting agreement shall not
cause any such Person (or any of such Person's Affiliates or Associates) or
all of such Persons acting together to be the "beneficial owner" of, or to
"beneficially own," any securities owned by any other entity named above in
this proviso that are subject to such voting agreement; or

                            (B) is an Affiliate or Associate of the
Corporation and at any time within the two (2)-year period immediately
prior to the date in question was the beneficial owner, directly or
indirectly, of Voting Stock representing twenty percent (20%) or more of
the voting power of all Voting Stock; or

                            (C) is an assignee of or has otherwise
succeeded to any shares of Voting Stock which were at any time within the
two (2)-year period immediately prior to the date in question beneficially
owned by an Interested Stockholder, if such assignment or succession shall
have occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the 1933 Act.

                      (v) A person shall be a "BENEFICIAL OWNER" of, shall
"BENEFICIALLY OWN" and shall have "BENEFICIAL OWNERSHIP" of any Capital
Stock (1) that such person or any of its Affiliates or Associates owns,
directly or indirectly; (2) that such person or any of its Affiliates or
Associates has, directly or indirectly, (x) the right to acquire (whether
such right is exercisable immediately or subject only to the passage of
time), pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise, or (y) the right to vote pursuant to any agreement, arrangement
or understanding; or (3) which is beneficially owned, directly or
indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of any shares of
Capital Stock. For the purposes of determining whether a person is an
Interested Stockholder pursuant to paragraph (iv) above, the number of
shares of Capital Stock deemed to be outstanding shall include shares
deemed beneficially owned by such person through application of this
paragraph (v), but shall not include any other shares of Capital Stock that
may be issuable pursuant to any agreement, arrangement or understanding, or
upon exercise of conversion rights, warrants or options, or otherwise.

                      (vi) The terms "AFFILIATE" and "ASSOCIATE" shall have
the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the 1934 Act in effect on the date that this
ARTICLE 13 (Fair Price) is approved by the Board of Directors of the
Corporation (the term "REGISTRANT" in Rule 12b-2 meaning in this case the
Corporation).

                      (vii) The term "SUBSIDIARY" means with reference to
any person, any corporation or other entity of which a majority of the
voting power of equity securities or majority of the equity interest is
beneficially owned, directly or indirectly, by such person, or otherwise
controlled by such person; provided, however, that for the purposes of the
definition of Interested Stockholder set forth in paragraph (iv) above, the
term "SUBSIDIARY" shall mean only a corporation or other entity of which a
majority of each class of equity securities is beneficially owned by the
Corporation.

                      (viii) "COMMON STOCK" shall mean the common stock,
par value $0.01 per share, of the Corporation, except that "COMMON STOCK"
when used with reference to any person other than the Corporation shall
mean the capital stock of such person with the greatest voting power, or
the equity securities or other equity interest having power to control or
direct the management, of such person.

                      (ix) The term "DISINTERESTED DIRECTOR," with respect
to any particular Business Combination with, or proposed by or on behalf
of, any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder or any person who thereafter would be an Affiliate
or Associate of any Interested Stockholder, means (1) any member of the
Board of Directors of the Corporation, while such person is a member of the
Board of Directors, who is not an Interested Stockholder, an Affiliate or
Associate of an Interested Stockholder, or a representative of an
Interested Stockholder or of any such Affiliate or Associate, and was a
member of the Board of Directors prior to the Effective Time, or (2) any
person who subsequently becomes a member of the Board of Directors, while
such person is a member of the Board of Directors, who is not an Interested
Stockholder, an Affiliate or Associate of an Interested Stockholder, or a
representative of an Interested Stockholder or of any such Affiliate or
Associate, if such person's nomination for election or election to the
Board of Directors is recommended or approved by a majority of the
Disinterested Directors then in office.

                      (x) The term "FAIR MARKET VALUE" means (1) in the
case of cash, the amount of such cash; (2) in the case of stock, the
highest closing sale price during the thirty (30)-day period immediately
preceding the date in question of a share of such stock on the Composite
Tape for New York Stock Exchange-listed stocks, or, if such stock is not
quoted on the Composite Tape, on the New York Stock Exchange, or, if such
stock is not listed on such exchange, on the principal United States
securities exchange registered under the 1934 Act on which such stock is
listed, or, if such stock is not listed on any such exchange, the highest
closing sale price with respect to a share of such stock during the thirty
(30)-day period immediately preceding the date in question as reported by
the National Association of Securities Dealers, Inc. Automated Quotation
System or any similar system then in use, or if no such sale prices are
available, the highest of the means between the last reported bid and asked
price with respect to a share of such stock on each day during the thirty
(30)-day period immediately preceding the date in question as reported by
the National Association of Securities Dealers, Inc. Automated Quotation
System, or if not so reported, as determined by a member firm of the
National Association of Securities Dealers, Inc. selected by a majority of
the Disinterested Directors, or if no such bid and asked prices are
available, the fair market value on the date in question of a share of such
stock as determined in good faith by a majority of the Disinterested
Directors; and (3) in the case of property other than cash or stock, the
fair market value of such property on the date in question as determined in
good faith by a majority of the Disinterested Directors.

                      (xi) In the event of any Business Combination in
which the Corporation survives, the phrase "CONSIDERATION OTHER THAN CASH
TO BE RECEIVED" as used in paragraphs (1) and (2) of Section (b)(ii)(A) of
this ARTICLE 13 (Fair Price -- Minimum Price Requirements) shall include
the shares of Common Stock and/or the shares of any other class or series
of Capital Stock retained by the holders of such shares.

                      (xii) The term "ANNOUNCEMENT DATE" means the date on
which the proposed Business Combination is first publicly announced,
disclosed or reported.

                      (xiii) The term "DETERMINATION DATE" means with
respect to any Interested Stockholder, the date on which such Interested
Stockholder became an Interested Stockholder.

                      (xiv) "BUSINESS DAY" shall mean any day other than a
Saturday, Sunday or a day on which banking institutions in the State of
Texas are authorized or obligated by law or executive order to close.

               (d) Powers of Directors. For the purpose of this ARTICLE 13
(Fair Price), a majority of the Disinterested Directors (whether or not any
vacancies then exist on the Board of Directors) shall exercise the powers
of the Disinterested Directors hereunder, and shall have the power and duty
to determine in good faith, on the basis of information known to them after
reasonable inquiry, all questions arising under this ARTICLE 13 (Fair
Price), including, without limitation, (1) whether a person is an
Interested Stockholder, (2) the number of shares of Capital Stock
beneficially owned by any person, (3) whether a person is an Affiliate or
Associate of another, (4) whether a Business Combination is with, or
proposed by or on behalf of, an Interested Stockholder or an Affiliate or
Associate of an Interested Stockholder or a person who thereafter would be
an Interested Stockholder or an Affiliate or Associate of an Interested
Stockholder, and (5) whether any transaction specified in paragraph (i)(B)
of Section (c) of this ARTICLE 13 (Fair Price -- Certain Definitions) meets
the Substantial Part test set forth therein. Any such determination made in
good faith shall be binding and conclusive on all parties.

               (e) No Effect On Fiduciary Obligations.

                      (i) Nothing contained in this ARTICLE 13 (Fair Price)
shall be construed to relieve any Interested Stockholder from any fiduciary
obligation imposed by law.

                      (ii) The fact that any Business Combination complies
with the provisions of Section (b) of this ARTICLE 13 (Fair Price -- When
Special Vote Not Required) shall not be construed to impose any fiduciary
duty, obligation or responsibility on the Board of Directors, or any member
thereof, to approve such Business Combination or recommend its adoption or
approval to the stockholders of the Corporation, nor shall such compliance
limit, prohibit or otherwise restrict in any manner the Board of Directors,
or any member thereof, with respect to evaluations of or actions and
responses taken with respect to such Business Combination.

        ARTICLE 14. Vote by Stockholders of Alamosa PCS Holdings, Inc..

        Any act or transaction by or involving the Corporation, other than
the election or removal of directors, that requires for its adoption under
the GCL or this Restated Certificate of Incorporation the approval of
stockholders of the Corporation shall, pursuant to subsection (g) of
Section 251 of the GCL, require, in addition, the approval of the
stockholders of Alamosa PCS Holdings, Inc., a Delaware corporation, or any
successor thereto by merger, by the same vote as if required by the GCL
and/or this Restated Certificate of Incorporation.

                REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
                          SIGNATURE PAGE FOLLOWS.






        IN WITNESS WHEREOF, Alamosa (Delaware), Inc. has caused this
Restated Certificate of Incorporation to be executed on its behalf this
14th day of December, 2000.


                                      ALAMOSA (DELAWARE), INC.,
                                      a Delaware corporation


                                      By: /s/  David E. Sharbutt
                                          ---------------------------
                                          Name:   David E. Sharbutt
                                          Title:  Chairman of the Board and
                                                  Chief Executive Officer