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                                                                     EXHIBIT 2.2

                        AGREEMENT AND PLAN OF CONVERSION

                                       OF

                                ALAMOSA PCS LLC,
                        A TEXAS LIMITED LIABILITY COMPANY

                                      INTO

                           ALAMOSA PCS HOLDINGS, INC.,
                               A TEXAS CORPORATION


         THIS AGREEMENT AND PLAN OF CONVERSION dated as of January 19, 2000 (the
dated as of "AGREEMENT"), is entered into by the Members of Alamosa PCS LLC, a
Texas limited liability company.

                                    RECITALS

         WHEREAS, the Members of Alamosa PCS LLC, a Texas limited liability
company, desire to convert the entity to Alamosa PCS Holdings, Inc., a Texas
corporation;

         WHEREAS, following the conversion, Alamosa PCS LLC, will continue its
existence in the organizational form of Alamosa PCS Holdings, Inc., a Texas
corporation;

         WHEREAS, pursuant to Section 3.19(a) of the Regulations of Alamosa PCS
LLC, this Agreement has been approved by the Members by Super-Majority Approval
(defined in the Regulations to mean the approval of Members holding at least
seventy-six percent (76%) of the percentage interests of all Members).

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereby agree as follows:

         A. Pursuant to Section 3.1(a) of the Regulations of Alamosa PCS LLC,
this Agreement was approved by the Members by Super-Majority Approval (defined
in the Regulations to mean the approval of Members holding at least seventy-six
percent (76%) of the percentage interests of all Members) by written consent on
January 19, 2000. A copy of the written consent of the Members will be on file
at the offices of Alamosa PCS LLC (prior to the conversion) and Alamosa PCS
Holdings, Inc. (after the conversion).

         B. The conversion of Alamosa PCS LLC to Alamosa PCS Holdings, Inc. is
to occur upon the filing of Articles of Conversion of Alamosa PCS LLC and
Articles of Incorporation of Alamosa PCS Holdings, Inc. with the Secretary of
State of the State of Texas. A copy of the Articles of Conversion of Alamosa PCS
LLC and a copy of the Articles of Incorporation of Alamosa PCS Holdings, Inc.
will be on file at the offices of Alamosa PCS LLC (before the conversion) and
Alamosa PCS Holdings, Inc. (after the conversion).


Agreement and Plan of Conversion
ALAMOSA PCS LLC

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         C. After the conversion, Alamosa PCS Holdings, Inc. will continue the
business of Alamosa PCS LLC and assume all liabilities and obligations of
Alamosa PCS LLC. Alamosa PCS Holdings, Inc. will be responsible for, and
obligated to pay, all applicable Texas franchise tax and related fees of Alamosa
PCS LLC, if the same are not timely paid.

         D. Upon the conversion of Alamosa PCS LLC, the Members will exchange
their membership interests in Alamosa PCS LLC for shares of common stock in
Alamosa PCS Holdings, Inc. There will be a total of 48,500,008 shares of common
stock issued to the Members upon the conversion, and each Member will receive
the number of shares of common stock equal to the product of (i) such Member's
percentage interest in Alamosa PCS LLC as of the date hereof, multiplied by (ii)
48,500,008 shares of common stock to be issued upon conversion. Therefore, each
Member will own the following number of shares of stock in Alamosa PCS Holdings,
Inc.:

<TABLE>
<CAPTION>

         Member/Shareholder                                   Number of Shares of Common Stock
         ------------------                                   --------------------------------

<S>                                                                       <C>
Rosewood Telecommunications, L.L.C.                                       9,725,000

South Plains Advanced Communications &
Electronics, Inc.                                                         8,652,085

West Texas PCS, LLC                                                       7,072,915

Taylor Telecommunications, Inc.                                           5,100,000

Plateau Telecommunications, Incorporated                                  3,000,000

Tregan International Corp.                                                3,000,000

XIT Telecommunication & Technology, Inc.                                  2,750,000

LEC Development, Inc.                                                     2,500,000

Wes-Tex Telecommunications, Inc.                                          2,500,000

Longmont PCS, LLC                                                         1,000,000

J&M Family Partnership Ltd.                                                 666,434

Five S, Ltd.                                                                593,200

Yellow Rock PCS, L.P.                                                       400,000

John St. Clair                                                              292,938

Harness, Ltd.                                                               292,938

Anthony E. Bliss                                                            239,232

Romoso, Ltd.                                                                153,792

Don Stull                                                                    73,235

J. Frank Eldridge                                                            73,235

</TABLE>


Agreement and Plan of Conversion
ALAMOSA PCS LLC
                                       2

<PAGE>   3



<TABLE>


<S>                                                                          <C>
Randall D. Yeisley                                                           24,412

Addie Lee Hicks                                                              24,412

Paula Sexton                                                                 24,412

Will Payne                                                                   24,412

Gail McVicker                                                                24,412

Gaylord Ellerman                                                             24,412

PNB Financial Bank, Trustee of the Hicks & Ragland Engineering Co., Inc. Profit
Sharing and Investment Plan ("Plan"), as Trustee making a self-directed
investment, pursuant to the Plan for:


David E. Sharbutt                                                            48,824

Anthony E. Bliss                                                             48,824

William R. Overman                                                           24,412

Barry J. Moore                                                               48,824

Steven Steele                                                                24,412

Randall D. Yeisley                                                           24,412

James E. McDuff                                                              24,412

Don Stull                                                                    24,412

Jim McDuff                                                                   24,412
</TABLE>


         E. A copy of this Agreement will be kept on file at the offices of
Alamosa PCS Holdings, Inc. and any shareholder (or former Member of Alamosa PCS
LLC) may request a copy at no charge at any time.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
                          SIGNATURE PAGE(S) TO FOLLOW.

Agreement and Plan of Conversion
ALAMOSA PCS LLC
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         IN WITNESS WHEREOF, the undersigned Manager certifies that this
Agreement has been adopted by the Members by written consent on January 19,
2000.



                                             ALAMOSA PCS LLC,
                                             a Texas limited liability company


                                             By: /s/ DAVID E. SHARBUTT
                                                --------------------------------
                                                David E. Sharbutt,
                                                Manager


Agreement and Plan of Conversion
ALAMOSA PCS LLC