<PAGE>





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______


                         COMMISSION FILE NUMBER: 0-32357

                             ALAMOSA HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                      75-2890997

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

                         5225 SOUTH LOOP 289, SUITE 120
                              LUBBOCK, TEXAS 79424
          (Address of principal executive offices, including zip code)


                                 (806) 722-1100
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES [X]  NO [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

YES [X] NO [ ]

As of November 14, 2003, 95,347,753 shares of common stock, $0.01 par value per
share, were issued and outstanding.





<PAGE>


                             ALAMOSA HOLDINGS, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               ----
<S>                                                                            <C>
PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheets at September 30, 2003 (unaudited)
           and December 31, 2002                                                 3

           Consolidated Statements of Operations for the three months and
           nine months ended September 30, 2003 and 2002 (unaudited)             4

           Consolidated Statements of Cash Flows for the nine months ended
           September 30, 2003 and 2002 (unaudited)                               5

           Notes to the Consolidated Financial Statements                        6

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                                19

Item 3.    Quantitative and Qualitative Disclosures About Market Risk           33

Item 4.    Controls and Procedures                                              35

PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                    36

Item 2.    Changes in Securities and Use of Proceeds                            36

Item 3.    Defaults Upon Senior Securities                                      36

Item 4.    Submission of Matters to a Vote of Security Holders                  37

Item 5.    Other Information                                                    37

Item 6.    Exhibits and Reports on Form 8-K                                     37

SIGNATURES                                                                      38
</TABLE>




<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                             ALAMOSA HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                (dollars in thousands, except share information)

<TABLE>
<CAPTION>
                                                                             SEPTEMBER 30, 2003   DECEMBER 31, 2002
                                                                             ------------------   -----------------
<S>                                                                          <C>                  <C>
ASSETS

Current assets:
   Cash and cash equivalents                                                 $           98,726   $          61,737
   Restricted cash                                                                            1              34,725
   Customer accounts receivable, net                                                     28,307              27,926
   Receivable from Sprint                                                                26,018              32,576
   Interest receivable                                                                       --                 973
   Inventory                                                                              6,020               7,410
   Prepaid expenses and other assets                                                      8,018               7,239
   Deferred customer acquisition costs                                                    8,354               7,312
   Deferred tax asset                                                                     5,988               5,988
                                                                             ------------------   -----------------
     Total current assets                                                               181,432             185,886

   Property and equipment, net                                                          429,052             458,946
   Debt issuance costs, net                                                              29,692              33,351
   Intangible assets, net                                                               458,371             488,421
   Other noncurrent assets                                                                7,119               7,802
                                                                             ------------------   -----------------
     Total assets                                                            $        1,105,666   $       1,174,406
                                                                             ==================   =================
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                          $           16,741   $          27,203
   Accrued expenses                                                                      40,943              34,903
   Payable to Sprint                                                                     27,692              26,903
   Interest payable                                                                       9,152              22,242
   Deferred revenue                                                                      22,494              18,901
   Current maturities of long term debt                                                  15,000                  --
   Current installments of capital leases                                                   592               1,064
                                                                             ------------------   -----------------
     Total current liabilities                                                          132,614             131,216
                                                                             ------------------   -----------------
Long term liabilities:
   Capital lease obligations                                                                894               1,355
   Other noncurrent liabilities                                                          10,092              10,641
   Deferred tax liability                                                                12,439              27,694
   Senior secured debt                                                                  185,000             200,000
   12 7/8% senior discount notes                                                        295,345             268,862
   12 1/2% senior notes                                                                 250,000             250,000
   13 5/8% senior notes                                                                 150,000             150,000
                                                                             ------------------   -----------------
     Total long term liabilities                                                        903,770             908,552
                                                                             ------------------   -----------------
     Total liabilities                                                                1,036,384           1,039,768
                                                                             ------------------   -----------------
Commitments and contingencies (see Note 12)                                                  --                  --

Stockholders' equity:
   Preferred stock, $.01 par value; 10,000,000 shares authorized; no
     shares issued                                                                           --                  --
   Common stock, $.01 par value; 290,000,000 shares authorized,
     95,347,370 and 94,171,938 shares issued and outstanding, respectively                  953                 942
   Additional paid-in capital                                                           800,765             800,260
   Accumulated deficit                                                                 (731,424)           (664,720)
   Unearned compensation                                                                   (170)               (294)
   Accumulated other comprehensive loss, net of tax                                        (842)             (1,550)
                                                                             ------------------   -----------------
     Total stockholders' equity                                                          69,282             134,638
                                                                             ------------------   -----------------
     Total liabilities and stockholders' equity                              $        1,105,666   $       1,174,406
                                                                             ==================   =================
</TABLE>


         The accompanying notes are an integral part of the consolidated
                             financial statements.



                                        3

<PAGE>


                             ALAMOSA HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                (dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED     FOR THE NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                 SEPTEMBER 30,
                                                          --------------------------   ------------------------------
                                                              2003           2002          2003             2002
                                                          -----------     ----------   -----------      -------------
<S>                                                       <C>             <C>          <C>              <C>
Revenues:
   Subscriber revenues                                    $   116,665     $  103,642   $   335,239      $     289,720
   Roaming revenues                                            41,126         39,129       107,956             99,154
                                                          -----------     ----------   -----------      -------------
     Service revenues                                         157,791        142,771       443,195            388,874
   Product sales                                                8,599          4,657        19,697             17,730
                                                          -----------     ----------   -----------      -------------
     Total revenues                                           166,390        147,428       462,892            406,604
                                                          -----------     ----------   -----------      -------------
Costs and expenses:
   Cost of service and operations (excluding non-cash
      compensation of $4 and $0 for the three months
      ended September 30, 2003 and 2002, respectively,
      and $12 and $0 for the nine months ended
      September 30, 2003 and 2002, respectively)               83,313         92,560       242,912            256,378
   Cost of products sold                                       14,913         12,904        40,156             36,134
   Selling and marketing expenses (excluding non-cash
      compensation of $4 and $0 for the three months
      ended September 30, 2003 and 2002, respectively
      and $12 and $0 for the nine months ended
      September 30, 2003 and 2002, respectively)               29,801         32,503        84,531             88,360
   General and administrative expenses (excluding
      non-cash compensation of $37 and $0 for the
      three months ended September 30, 2003 and 2002,
      respectively, and $261 and $0 for the nine months
      ended September 30, 2003 and 2002, respectively)          6,416          4,102        15,999             10,890
   Depreciation and amortization                               28,235         26,897        82,536             78,104
   Impairment of goodwill                                          --        291,635            --            291,635
   Impairment of property and equipment                           291             --           685              1,332
   Non-cash compensation                                           45             --           285                 --
                                                          -----------     ----------   -----------      -------------

     Total costs and expenses                                 163,014        460,601       467,104            762,833
                                                          -----------     ----------   -----------      -------------

     Income (loss) from operations                              3,376       (313,173)       (4,212)          (356,229)
Interest and other income                                         187            678           821              2,882
Interest expense                                              (26,519)       (26,158)      (79,007)           (76,832)
                                                          -----------     ----------   -----------      -------------
   Loss before income tax benefit                             (22,956)      (338,653)      (82,398)          (430,179)

Income tax benefit                                              5,446         17,806        15,694             52,463
                                                          -----------     ----------   -----------      -------------
   Net loss                                               $   (17,510)    $ (320,847)  $   (66,704)     $    (377,716)
                                                          ===========     ==========   ===========      =============
Net loss per common share, basic and diluted              $     (0.19)    $    (3.45)  $     (0.71)     $       (4.06)
                                                          ===========     ==========   ===========      =============
Weighted average common shares outstanding,
   basic and diluted                                       94,126,719     93,069,446    93,810,363         92,940,014
                                                          ===========     ==========   ===========      =============
</TABLE>


         The accompanying notes are an integral part of the consolidated
                             financial statements.



                                       4
<PAGE>


                             ALAMOSA HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                         FOR THE NINE MONTHS ENDED
                                                                                               SEPTEMBER 30,
                                                                                    ------------------------------------
                                                                                         2003                 2002
                                                                                    ----------------     ---------------
<S>                                                                                 <C>                  <C>
Cash flows from operating activities:
Net loss                                                                            $      (66,704)      $     (377,716)
Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
   Non-cash compensation                                                                       285                   --
   Provision for bad debts                                                                  11,100               32,765
   Non-cash interest expense (benefit) on derivative instruments                              (468)                 503
   Accretion of asset retirement obligations                                                   524                   --
   Depreciation and amortization of property and equipment                                  52,486               47,702
   Amortization of intangible assets                                                        30,050               30,402
   Amortization of financing costs included in interest expense                              3,362                3,148
   Amortization of discounted interest                                                         297                  297
   Deferred tax benefit                                                                    (15,694)             (52,463)
   Interest accreted on discount notes                                                      26,483               23,365
   Impairment of property and equipment                                                        685                1,332
   Impairment of goodwill                                                                       --              291,635
   (Increase) decrease in:
     Receivables                                                                            (3,950)             (40,170)
     Inventory                                                                               1,390                 (915)
     Prepaid expenses and other assets                                                      (1,138)              (2,825)
   Increase (decrease) in:
     Accounts payable and accrued expenses                                                  (6,765)               1,357
                                                                                    ----------------     ---------------
     Net cash provided by (used in) operating activities                                    31,943              (41,583)
                                                                                    ----------------     ---------------
Cash flows from investing activities:
   Proceeds from sale of assets                                                              2,496                  409
   Purchases of property and equipment                                                     (31,645)             (79,776)
   Net change in short term investments                                                         --                1,300
   Change in restricted cash                                                                34,724               59,705
   Other                                                                                        --                  189
                                                                                    ----------------     ---------------
     Net cash provided by (used in) investing activities                                     5,575              (18,173)
                                                                                    ----------------     ---------------
Cash flows from financing activities:
   Borrowings under senior secured debt                                                         --               12,838
   Debt issuance costs                                                                          --               (1,350)
   Stock options exercised                                                                       6                    1
   Shares issued to employee stock purchase plan                                               349                  576
   Payments on capital leases                                                                 (884)                (570)
                                                                                    ----------------     ---------------
     Net cash provided by (used in) financing activities                                      (529)              11,495
                                                                                    ----------------     ---------------
Net increase (decrease) in cash and cash equivalents                                        36,989              (48,261)
Cash and cash equivalents at beginning of period                                            61,737              104,672
                                                                                    ----------------     ---------------
Cash and cash equivalents at end of period                                          $       98,726       $       56,411
                                                                                    ================     ===============
Supplemental disclosure of non-cash financing and investing activities:
   Capitalized lease obligations incurred                                           $           73       $          613
   Asset retirement obligations capitalized                                         $        1,243       $           --
   Change in accounts payable for purchases of
     property and equipment                                                         $       (7,065)      $      (24,368)
</TABLE>


         The accompanying notes are an integral part of the consolidated
                             financial statements.



                                       5
<PAGE>


                             ALAMOSA HOLDINGS, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


1.       BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

         The unaudited consolidated balance sheet at September 30, 2003, the
         unaudited consolidated statements of operations for the three months
         and nine months ended September 30, 2003 and 2002, the unaudited
         consolidated statements of cash flows for the nine months ended
         September 30, 2003 and 2002 and related footnotes have been prepared in
         accordance with accounting principles generally accepted in the United
         States of America for interim financial information and Article 10 of
         Regulation S-X. Accordingly, they do not include all of the information
         and footnotes required by accounting principles generally accepted in
         the United States of America. The financial information presented
         should be read in conjunction with the audited consolidated financial
         statements as of and for the year ended December 31, 2002. In the
         opinion of management, the interim data includes all adjustments
         (consisting of only normally recurring adjustments) necessary for a
         fair statement of the results for the interim periods. Operating
         results for the three months and nine months ended September 30, 2003
         are not necessarily indicative of results that may be expected for the
         year ending December 31, 2003.

         Basic and diluted net loss per share of common stock is computed by
         dividing net loss for each period by the weighted-average outstanding
         number of common shares. No conversion of common stock equivalents has
         been assumed in the calculations since the effect would be
         antidilutive. As a result, the number of weighted-average outstanding
         common shares as well as the amount of net loss per share are the same
         for basic and diluted net loss per share calculations for all periods
         presented. Common stock equivalents excluded from diluted net loss per
         share calculations consisted of options to purchase 8,333,254 and
         6,031,830 shares of common stock at September 30, 2003 and 2002,
         respectively. In addition, 800,000 shares of restricted stock that were
         collectively awarded in October and December of 2002 have been excluded
         from the weighted-average outstanding number of common shares for the
         three and nine months ended September 30, 2003. These shares will be
         included in the weighted-average outstanding number of common shares as
         the restrictions lapse.

         Certain reclassifications have been made to prior period balances to
         conform to current period presentation. Changes in restricted cash have
         been reclassified from cash flows from financing activities to cash
         flows from investing activities for all periods presented.

2.       ORGANIZATION AND BUSINESS OPERATIONS

         Alamosa Holdings, Inc. ("Alamosa Holdings") is a PCS Affiliate of
         Sprint with the exclusive right to provide wireless personal
         communications service under the Sprint brand name in a territory
         encompassing approximately 15.8 million residents. Alamosa Holdings was
         formed in July 2000. Alamosa Holdings is a holding company and through
         its subsidiaries provides wireless personal communications services,
         commonly referred to as PCS, in the Southwestern, Northwestern and
         Midwestern United States. Alamosa (Delaware), Inc. ("Alamosa
         (Delaware)"), a subsidiary of Alamosa Holdings, was formed in October
         1999 under the name "Alamosa PCS Holdings, Inc." to operate as a
         holding company in anticipation of its initial public offering. On
         February 3, 2000, Alamosa (Delaware) completed its initial public
         offering. Immediately prior to the initial public offering, shares of
         Alamosa (Delaware) were exchanged for Alamosa PCS LLC's ("Alamosa LLC")
         membership interests, and Alamosa LLC became wholly owned by Alamosa
         (Delaware). Alamosa Holdings and its subsidiaries are collectively
         referred to in these financial statements as the "Company," "we," "us"
         or "our."

         On December 14, 2000, Alamosa (Delaware) formed a new holding company
         pursuant to Section 251(g) of the Delaware General Corporation Law. In
         that transaction, each share of Alamosa (Delaware) was converted into
         one share of the new holding company, and the former public company,
         which was renamed "Alamosa (Delaware), Inc." became a wholly owned
         subsidiary of the new holding company, which was renamed "Alamosa PCS
         Holdings, Inc."




                                       6
<PAGE>


                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

         On February 14, 2001, Alamosa Holdings became the new public holding
         company of Alamosa PCS Holdings, Inc. ("Alamosa PCS Holdings") and its
         subsidiaries pursuant to a reorganization transaction in which a wholly
         owned subsidiary of Alamosa Holdings was merged with and into Alamosa
         PCS Holdings. As a result of this reorganization, Alamosa PCS Holdings
         became a wholly owned subsidiary of Alamosa Holdings, and each share of
         Alamosa PCS Holdings common stock was converted into one share of
         Alamosa Holdings common stock. Alamosa Holdings' common stock is quoted
         on the Over-the-Counter Bulletin Board under the symbol "ALMO."

3.       LIQUIDITY AND CAPITAL RESOURCES

         Since inception, the Company has financed its operations through
         capital contributions from owners, through debt financing and through
         proceeds generated from public offerings of common stock. The Company
         has incurred substantial net losses and negative cash flow from
         operations since inception. Expenses are expected to exceed revenues
         until the Company establishes a sufficient subscriber base. Management
         expects operating losses to continue for the foreseeable future.
         However, management expects operating losses to decrease in the future
         as the Company obtains more subscribers.

         At September 30, 2003, the Company had $98,726 in cash and cash
         equivalents plus an additional $1 in restricted cash held in escrow for
         debt service requirements. The Company also had $25,000 remaining on
         the revolving portion of the Senior Secured Credit Facility, subject to
         the restrictions discussed below.

         On September 26, 2002 the Company entered into the sixth amendment to
         the amended and restated credit agreement relating to the Senior
         Secured Credit Facility, which, among other things, modified certain
         financial and statistical covenants, as discussed in Note 8. As a
         result of the amendment, the Company is required to maintain a minimum
         cash balance of $10,000.

         The September 26, 2002 amendment also placed restrictions on the
         ability to draw on the $25,000 revolving portion of the Senior Secured
         Credit Facility. The first $10,000 can be drawn if cash balances fall
         below $15,000 and the Company substantiates through tangible evidence
         the need for such advances. The remaining $15,000 is available only at
         such time as the Company's leverage ratio is less than or equal to 5.5
         to 1. At September 30, 2003, the Company's leverage ratio was 7.21 to
         1.

         Although management does not currently anticipate the need to raise
         additional capital in the upcoming year, the Company's funding status
         is dependent on a number of factors influencing projections of earnings
         and operating cash flows, including average monthly revenue per user
         ("ARPU"), cash cost per user ("CCPU"), customer churn and cost per
         gross addition ("CPGA"). Should actual results differ significantly
         from these assumptions, the Company's liquidity position could be
         adversely affected and the Company could be in a position that would
         require it to raise additional capital which may or may not be
         available on terms acceptable to the Company, if at all, and could have
         a material adverse effect on the Company's ability to achieve its
         intended business objectives.

4.       STOCK-BASED COMPENSATION

         The Company has elected to follow Accounting Principles Board Opinion
         ("APB") No. 25, "Accounting for Stock Issued to Employees" and related
         interpretations in accounting for its employee stock options. No
         stock-based employee compensation cost is reflected in the consolidated
         statements of operations for the three months or nine months ended
         September 30, 2003 or 2002, as all options granted by the Company had
         an exercise price equal to or greater than the market value of the
         underlying common stock on the date of grant. Non-cash compensation
         expense reflected in the consolidated statements of operations for the
         three and nine month periods ended September 30, 2003 relate to shares
         of restricted stock awarded to officers and are not related to the
         granting of stock options. The following table illustrates the effect
         on net loss and net loss per share if the Company had applied the fair
         value recognition provisions of Statement of Financial Accounting
         Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation,"
         to stock-based employee compensation.


                                       7
<PAGE>

                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


<TABLE>
<CAPTION>
                                                 FOR THE THREE MONTHS ENDED               FOR THE NINE MONTHS ENDED
                                                       SEPTEMBER 30,                            SEPTEMBER 30,
                                            -------------------------------------    ------------------------------------
                                                  2003                2002                2003                2002
                                            -----------------    ----------------    ---------------     ----------------
                                               (unaudited)         (unaudited)        (unaudited)          (unaudited)
        <S>                                 <C>                  <C>                 <C>                 <C>
        Net loss - as reported              $       (17,510)     $    (320,847)      $       (66,704)    $       (377,716)
        Less stock-based employee
           compensation expense
           determined under fair value
           method for all awards, net of
           related tax effects                          172             (1,305)               (3,172)              (3,531)
                                            -----------------    ----------------    ---------------     ----------------
        Net loss - pro forma                $       (17,338)     $    (322,152)      $       (69,876)    $       (381,247)
                                            =================    ================    ===============     ================
        Net loss per share - as reported
           Basic and diluted                $         (0.19)     $        (3.45)     $        (0.71)     $        (4.06)
                                            =================    ================    ===============     ================
        Net loss per share - pro forma
           Basic and diluted                $         (0.18)     $        (3.46)     $        (0.74)     $        (4.10)
                                            =================    ================    ===============     ================
</TABLE>

5.       ACCOUNTS RECEIVABLE

         CUSTOMER ACCOUNTS RECEIVABLE - Customer accounts receivable represents
         amounts owed to the Company by subscribers for PCS service. The amounts
         presented in the consolidated balance sheets are net of an allowance
         for uncollectible accounts of $7.5 million and $8.5 million at
         September 30, 2003 and December 31, 2002, respectively.

         RECEIVABLE FROM SPRINT - Receivable from Sprint in the accompanying
         consolidated balance sheets consists of the following:

<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30, 2003          DECEMBER 31, 2002
                                                                      ------------------------    -----------------------
                                                                            (unaudited)
        <S>                                                           <C>                         <C>
        Net roaming receivable                                        $                8,172      $                5,808
        Access and interconnect revenue receivable (payable)                             (25)                       (188)
        Accrued service revenue                                                        2,882                       3,345
        Customer payments due from Sprint                                             14,351                      21,136
        Other amounts due from Sprint                                                    638                       2,475
                                                                      ------------------------    -----------------------

                                                                      $               26,018      $               32,576
                                                                      ========================    =======================
</TABLE>

         Net roaming receivable includes net travel revenue due from Sprint
         relative to PCS subscribers based outside of the Company's licensed
         territory who utilize the Company's portion of the PCS network of
         Sprint. The travel revenue receivable is net of amounts owed to Sprint
         relative to the Company's subscribers who utilize the PCS network of
         Sprint outside of the Company's licensed territory. In addition, net
         roaming receivable also includes amounts due from Sprint which have
         been collected from other PCS providers for their customers' usage of
         the Company's portion of the PCS network of Sprint.

         Access and interconnect revenue receivable represents net amounts due
         from Sprint for calls originated by a local exchange carrier ("LEC") or
         an interexchange carrier ("IXC") that terminate on the Company's
         network.



                                       8
<PAGE>


                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         Under the Company's affiliation agreements with Sprint, Sprint collects
         this revenue from other carriers and remits 92% of those collections to
         the Company. The $25 and $188 amounts owed to Sprint at September 30,
         2003 and December 31, 2002, respectively, are the result of rate
         adjustments on previously collected amounts.

         Accrued service revenue receivable represents the Company's estimate of
         airtime usage and other charges that have been earned but not billed at
         the end of the period.

         Customer payments due from Sprint relate to amounts that have been
         collected by Sprint at the end of the period which were not remitted to
         the Company until the subsequent period. Customer payments are
         processed daily by Sprint and the Company receives its share of such
         collections on a weekly basis under the terms of the affiliation
         agreements.

         Included in the December 31, 2002 balance of customer payments due from
         Sprint is $12,209 in amounts that were due to the Company related to
         payments that Sprint had collected from customers from April 2000 to
         December 2002 that had not been passed on to the Company due to the
         methodology that had been previously used by Sprint to allocate cash
         received from customers. These amounts were collected in January and
         February 2003.

         Included in the September 30, 2003 balance of customer payments due
         from Sprint is $3,601 in amounts that were due to the Company related
         to payments that Sprint had collected from customers from April 2000 to
         September 2003 that had not been passed on to the Company due to the
         methodology that had been used by Sprint to allocate cash received from
         customers.

6.       PROPERTY AND EQUIPMENT

         Property and equipment are stated net of accumulated depreciation of
         $173.7 million and $122.9 million at September 30, 2003 and December
         31, 2002, respectively.

7.       INTANGIBLE ASSETS

         In connection with acquisitions completed during 2001, the Company
         allocated portions of the respective purchase prices to identifiable
         intangible assets consisting of (i) the value of the Sprint agreements
         in place at the acquired companies and (ii) the value of the subscriber
         base in place at the acquired companies.

         The value assigned to the Sprint agreements is being amortized using
         the straight-line method over the remaining original terms of the
         agreements that were in place at the time of acquisition or
         approximately 17.6 years. The value assigned to the subscriber bases
         acquired is being amortized using the straight-line method over the
         estimated life of the acquired subscribers, or approximately three
         years.

<TABLE>
<CAPTION>
         Intangible assets consist of:
                                                                         SEPTEMBER 30, 2003         DECEMBER 31, 2002
                                                                        ----------------------    -----------------------
                                                                             (unaudited)
         <S>                                                            <C>                       <C>
         Sprint affiliate and other agreements                          $             532,200     $              532,200
         Accumulated amortization                                                     (78,133)                   (55,458)
                                                                        ----------------------    -----------------------
            Subtotal                                                                  454,067                    476,742
                                                                        ----------------------    -----------------------
         Subscriber base acquired                                                      29,500                     29,500
         Accumulated amortization                                                     (25,196)                   (17,821)
                                                                        ----------------------    -----------------------
            Subtotal                                                                    4,304                     11,679
                                                                        ----------------------    -----------------------
         Intangible assets, net                                         $             458,371     $              488,421
                                                                        ======================    =======================
</TABLE>


                                       9
<PAGE>

                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         Amortization expense relative to intangible assets was $10,017 and
         $10,267 for the three months ended September 30, 2003 and 2002,
         respectively, and was $30,050 and $30,402 for the nine months ended
         September 30, 2003 and 2002, respectively. Amortization expense
         relative to intangible assets will be $10,017 for the remainder of
         2003.

         Aggregate amortization expense relative to intangible assets for the
         periods shown will be as follows:

                      YEAR ENDED DECEMBER 31,
                      -----------------------
                                2003                $        40,067
                                2004                         32,079
                                2005                         30,234
                                2006                         30,234
                                2007                         30,234
                             Thereafter                     325,573
                                                    ---------------
                                                    $       488,421
                                                    ===============

         The current trends in the wireless telecommunications industry that
         drove the Company's decision to launch an exchange offer for its
         publicly traded debt as discussed in Note 9 were deemed to be a
         "triggering event" requiring impairment testing of the Company's
         long-lived assets, including intangibles, under SFAS No. 144,
         "Accounting for the Impairment or Disposal of Long-lived Assets." In
         performing this test, assets are grouped according to identifiable cash
         flow streams and the undiscounted cash flow over the life of the asset
         group is compared to the carrying value of the asset group. No
         impairment was indicated as a result of this test.

8.       LONG-TERM DEBT

         Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                         SEPTEMBER 30, 2003         DECEMBER 31, 2002
                                                                        ----------------------    -----------------------
                                                                             (unaudited)
        <S>                                                             <C>                       <C>
        12 7/8% senior discount notes                                   $            295,345      $              268,862
        12 1/2% senior notes                                                         250,000                     250,000
        13 5/8% senior notes                                                         150,000                     150,000
        Senior secured debt                                                          200,000                     200,000
                                                                        ----------------------    -----------------------
            Total debt                                                               895,345                     868,862
        Less current maturities                                                      (15,000)                         --
                                                                        ----------------------    -----------------------
        Long-term debt, excluding current maturities                    $            880,345      $              868,862
                                                                        ======================    =======================
</TABLE>


         SENIOR UNSECURED OBLIGATIONS
         ----------------------------

         SENIOR DISCOUNT NOTES - On December 23, 1999, Alamosa (Delaware) filed
         a registration statement with the U.S. Securities and Exchange
         Commission for the issuance of $350 million face amount of Senior
         Discount Notes (the "12 7/8% Notes Offering"). The 12 7/8% Notes
         Offering was completed on February 8, 2000 and generated net proceeds
         of approximately $181 million after underwriters' commissions and
         expenses of approximate $6.1 million. The 12 7/8% senior discount notes
         ("12 7/8% Senior Discount Notes") mature in ten years (February 15,
         2010), carry a coupon rate of 12 7/8%, and provide for interest
         deferral for the first five years. The 12 7/8% Senior Discount Notes
         will accrete to their $350 million face amount by February 8, 2005,
         after which, interest will be paid in cash semiannually. The proceeds
         of the 12 7/8% Senior Discount Notes Offering were used to prepay the
         existing credit facility, to pay costs to build out additional areas
         within the Company's existing territories, to fund operating working
         capital needs and for other general corporate purposes.



                                       10
<PAGE>

                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         12 1/2% SENIOR NOTES - On January 31, 2001, Alamosa (Delaware)
         consummated the offering (the "12 1/2% Notes Offering") of $250 million
         aggregate principal amount of senior notes (the "12 1/2% Senior
         Notes"). The 12 1/2% Senior Notes mature in ten years (February 1,
         2011), carry a coupon rate of 12 1/2% and are payable semiannually on
         February 1 and August 1, beginning on August 1, 2001. The net proceeds
         from the sale of the 12 1/2% Senior Notes were approximately $241
         million, after deducting the commissions and estimated offering
         expenses.

         Approximately $59.0 million of the proceeds of the 12 1/2% Senior Notes
         Offering was used by Alamosa (Delaware) to establish a security account
         (with cash or U.S. government securities) to secure on a pro rata basis
         the payment obligations under the 12 1/2% Senior Notes and the 12 7/8%
         Senior Discount Notes, and the balance was used for general corporate
         purposes of Alamosa (Delaware), including accelerating coverage within
         the existing territories of Alamosa (Delaware); the build-out of
         additional areas within its existing territories; expanding its
         existing territories; and pursuing additional telecommunications
         business opportunities or acquiring other telecommunications businesses
         or assets. As of September 30, 2003, the security account balance
         related to the 12 1/2% Senior Notes Offering was $1.

         13 5/8% SENIOR NOTES - On August 15, 2001, Alamosa (Delaware) issued
         $150 million face amount of Senior Notes (the "13 5/8% Senior Notes").
         The 13 5/8% Senior Notes mature in ten years (August 15, 2011) and
         carry a coupon rate of 13 5/8% payable semiannually on February 15 and
         August 15, beginning on February 15, 2002. The net proceeds from the
         sale of the 13 5/8% Senior Notes were approximately $141.5 million,
         after deducting the commissions and estimated offering expenses.
         Approximately $66 million of the proceeds were used to pay down a
         portion of the Senior Secured Credit Facility discussed below.
         Approximately $39.1 million of the proceeds of the 13 5/8% Senior Notes
         issuance was used by Alamosa (Delaware) to establish a security account
         to secure on a pro rata basis the payment obligations under all of the
         Company's unsecured borrowings. The balance was used for general
         corporate purposes. As of September 30, 2003, the security account
         balance related to the 13 5/8% Senior Notes was $0.

         SENIOR SECURED OBLIGATIONS
         --------------------------

         SENIOR SECURED CREDIT FACILITY - On February 14, 2001, the Company,
         Alamosa (Delaware) and Alamosa Holdings, LLC, as borrower, entered into
         a $280 million senior secured credit facility (the "Senior Secured
         Credit Facility") with Citicorp USA, as administrative agent and
         collateral agent; Toronto Dominion (Texas), Inc., as syndication agent;
         Export Development Corporation ("EDC") as co-documentation agent; First
         Union National Bank, as documentation agent; and a syndicate of banking
         and financial institutions. On March 30, 2001, the Senior Secured
         Credit Facility was amended to increase the facility to $333 million.
         The Senior Secured Credit Facility was again amended in August 2001
         concurrent with the issuance of the 13 5/8% Senior Notes to reduce the
         maximum borrowing to $225 million, consisting of a 7-year senior
         secured 12-month delayed draw term loan facility of $200 million and a
         7-year senior secured revolving credit facility in an aggregate
         principal amount of up to $25 million.

         On September 26, 2002, the Company further amended the Senior Secured
         Credit Facility to, among other things, modify certain financial and
         statistical covenants. Under the Senior Secured Credit Facility,
         interest will accrue, at Alamosa Holdings, LLC's option: (i) at the
         London Interbank Offered Rate adjusted for any statutory reserves
         ("LIBOR"), or (ii) the base rate which is generally the higher of the
         administrative agent's base rate, the federal funds effective rate plus
         0.50% or the administrative agent's base CD rate plus 0.50%, in each
         case plus an interest margin which was initially 4.00% for LIBOR
         borrowings and 3.00% for base rate borrowings. The applicable interest
         margins are subject to reductions under a pricing grid based on ratios
         of Alamosa Holdings, LLC's total debt to its earnings before interest,
         taxes, depreciation and amortization ("EBITDA"). The interest rate
         margins will increase by an additional 200 basis points in the event
         Alamosa Holdings, LLC fails to pay principal, interest or other amounts
         as they become due and payable under the Senior Secured Credit
         Facility. At September 30, 2003 the interest margin was 4.00% for LIBOR
         borrowings and 3.00% for base rate borrowings.


                                       11
<PAGE>

                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         The weighted average interest rate on the outstanding borrowings under
         this facility at September 30, 2003 is 5.19%. Alamosa Holdings, LLC is
         also required to pay quarterly in arrears a commitment fee on the
         unfunded portion of the commitment of each lender. The commitment fee
         accrues at a rate per annum equal to (i) 1.50% on each day when the
         utilization (determined by dividing the total amount of loans plus
         outstanding letters of credit under the Senior Secured Credit Facility
         by the total commitment amount under the Senior Secured Credit
         Facility) of the Senior Secured Credit Facility is less than or equal
         to 33.33%, (ii) 1.25% on each day when utilization is greater than
         33.33% but less than or equal to 66.66% and (iii) 1.00% on each day
         when utilization is greater than 66.66%. The Company has entered into
         derivative hedging instruments to hedge a portion of the interest rate
         risk associated with borrowings under the Senior Secured Credit
         Facility, as discussed in Note 11.

         Alamosa Holdings, LLC is also required to pay a separate annual
         administration fee and a fee on the aggregate face amount of
         outstanding letters of credit, if any, under the revolving credit
         facility.

         At September 30, 2003, Alamosa Holdings, LLC had drawn $200 million
         under the term portion of the Senior Secured Credit Facility. Any
         amount outstanding at the end of the 12-month period will amortize
         quarterly beginning May 14, 2004. The first such quarterly principal
         reduction of $7.5 million will be due in May 2004 and is presented as a
         current liability in the accompanying balance sheet. The September 26,
         2002 amendment placed restrictions on the ability to draw the $25
         million revolving portion. The first $10 million can be drawn if cash
         balances fall below $15 million and the Company substantiates through
         tangible evidence the need for such advances. The remaining $15 million
         is available only at such time as the Company's leverage ratio is less
         than or equal to 5.5 to 1. No advances have been drawn on the revolving
         portion of the Senior Secured Credit Facility. Any balance outstanding
         under the revolving portion of the Senior Secured Credit Facility will
         begin reducing quarterly in amounts to be agreed, beginning May 14,
         2004.

         Pursuant to the Senior Secured Credit Facility, the Company is subject
         to financial and statistical covenants, including covenants with
         respect to the ratio of EBITDA to total cash interest expense. Stage I
         covenants were applicable through March 31, 2003 and provided for:

            o   minimum numbers of subscribers;

            o   providing coverage to a minimum number of residents;

            o   minimum service revenue;

            o   minimum EBITDA;

            o   ratio of senior debt to total capital;

            o   ratio of total debt to total capital; and

            o   maximum capital expenditures.

         As of March 31, 2003, the Company became subject to the following Stage
         II covenants:

            o   ratio of senior debt to EBITDA; and

            o   ratio of total debt to EBITDA.

         Beginning April 1, 2003, the Company became subject to the following
         additional Stage II covenants:

            o   ratio of EBITDA to consolidated cash interest expense;

            o   ratio of EBITDA to total fixed charges (the sum of debt service,
                capital expenditures and taxes); and

            o   ratio of EBITDA to pro forma debt service.

9.       DEBT RESTRUCTURING

         In an effort to proactively manage its capital structure and align it
         with recent operating trends in the wireless telecommunications
         industry, the Company launched an offer to exchange its publicly traded
         debt on September 12, 2003. The offer, as amended on October 15, 2003
         (as so amended, the "Exchange Offer"), sought to exchange all of the
         Company's existing 12 7/8% Senior Discount Notes, 12 1/2% Senior Notes
         and 13 5/8%




                                       12
<PAGE>


                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         Senior Notes for a combination of new notes and convertible Alamosa
         Holdings preferred stock. The Exchange Offer was successful and
         expired on November 10, 2003.

         Holders of the 12 7/8% Senior Discount Notes due 2010 (the "Discount
         Notes") who tendered their Discount Notes will receive for each $1,000
         accreted amount of the Discount Notes tendered, as of the expiration of
         the Exchange Offer, (1) $650 in original issue amount of new 12% Senior
         Discount Notes due 2009 (the "New Discount Notes") and (2) one share of
         Series B Convertible Preferred Stock of Alamosa Holdings with a
         liquidation preference of $250 per share (the "Preferred Stock").

         Holders of the 12 1/2% Senior Notes due 2011 and the 13 5/8% Senior
         Notes due 2011 (collectively, the "Old Cash Pay Notes" and, together
         with the Discount Notes, the "Old Notes") who tendered their Old Cash
         Pay Notes will receive, for each $1,000 principal amount of the Old
         Cash Pay Notes tendered, (1) $650 in principal amount of new 11% Senior
         Notes due 2010 (the "New Cash Pay Notes" and, together with the New
         Discount Notes, the "New Notes") and (2) one share of Preferred Stock.

         Fractional shares of Preferred Stock will not be issued under the
         Exchange Offer and New Notes will be issued only in denominations that
         are integral multiples of $1,000. With respect to any holder of Old
         Notes who would otherwise receive a fractional share of Preferred Stock
         or New Notes in an amount that is not an integral multiple of $1,000,
         the Company will round down to the nearest whole share of Preferred
         Stock or $1,000 of New Notes, as applicable, and substitute a cash
         payment equal to the liquidation preference allocable to the fractional
         share of Preferred Stock or the amount by which the amount of New Notes
         is reduced.

         The New Discount Notes will accrete at 12 percent, compounded
         semi-annually through July 31, 2005. Cash interest on the accreted
         value will then be paid semi-annually at 12 percent beginning on
         January 31, 2006 until maturity on July 31, 2009. The New Cash Pay
         Notes will require cash payment of interest semi-annually beginning
         January 31, 2004 until maturity on July 31, 2010.

         Holders of Preferred Stock will be entitled to receive cumulative
         dividends at an annual rate of 7.5 percent of the $250 per share
         liquidation preference. Dividends will be payable quarterly in arrears
         on the last calendar day of each January, April, July and October.
         Until July 31, 2008, Alamosa Holdings will have the option to pay
         Preferred Stock dividends in (i) cash, (ii) shares of Alamosa Holdings
         Series C Convertible Preferred Stock ("Dividend Preferred Stock" and,
         together with the Preferred Stock, the "Preferred Shares"), (iii)
         shares of Alamosa Holdings common stock or (iv) a combination thereof.
         After July 31, 2008, all Preferred Stock dividends will be payable in
         cash only. The Dividend Preferred Stock will have essentially the same
         terms as the Preferred Stock with the exception of the conversion rate,
         as discussed below.

         Each share of Preferred Stock and Dividend Preferred Stock will be
         convertible at the holder's option and at any time into shares of
         Alamosa Holdings common stock. The Preferred Stock will be convertible
         at $3.40 per share and the Dividend Preferred Stock will be convertible
         at $4.25 per share.

         Beginning on the third anniversary of the date of original issuance of
         the Preferred Stock, Alamosa Holdings has the option to redeem
         outstanding Preferred Shares for cash. The initial redemption price
         will be 125 percent of the $250 per share liquidation preference,
         reduced by 5 percent annually thereafter until 2011 after which time
         the redemption price will remain at 100 percent. All outstanding
         Preferred Shares must be redeemed by Alamosa Holdings on July 31, 2013.

         Upon the expiration of the Exchange Offer on November 10, 2003, the
         Company had received tenders from existing noteholders amounting to
         approximately $343.6 million or 98 percent of the Discount Notes,
         $238.4 million or 95 percent of the 12 1/2% Senior Notes and $147.5
         million or 98 percent of the 13 5/8% Senior Notes. The consummation of
         the Exchange Offer will be accounted for under the provisions of SFAS
         No. 15, "Accounting by Debtors and Creditors for Troubled Debt
         Restructurings." In accordance with the provisions of SFAS No. 15, the
         New Notes and Preferred Stock will be recorded at fair value. The
         excess of the carrying value of the existing debt tendered by
         noteholders over the fair value of the New Notes and Preferred Stock
         will reduce interest expense over the life of the New Notes due to the
         fact that the total cash flows associated with the New Notes exceeds
         the carrying value of the Old Notes.


         In contemplation of the Exchange Offer, Alamosa (Delaware), on
         September 11, 2003, amended the terms of the respective indentures
         governing its existing 12 7/8% Senior Discount Notes, 12 1/2% Senior
         Notes and 13 5/8% Senior Notes to add Alamosa Holdings as a guarantor
         under the indentures. The Company further amended the indentures
         governing these notes on October 29, 2003, after receiving the
         requisite consents from the holders of the notes, to eliminate
         substantially all covenant protection under such indentures.


                                       13
<PAGE>

                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         Concurrently with the closing of the Exchange Offer, the Company
         entered into amendments to certain of its agreements with Sprint (the
         "Sprint Amendments") and to the credit facility governing the Senior
         Secured Credit Facility (the "Bank Amendment"). The Company entered
         into the Sprint Amendments to (i) simplify the manner in which
         financial settlements are determined and settled between the Company
         and Sprint, (ii) settle outstanding disputed charges between the
         Company and Sprint and (iii) provide clarity with respect to access to
         information between the Company and Sprint. The Company entered into
         the Bank Amendment to, among other things, modify the financial
         maintenance ratios in the credit agreement and obtain the requisite
         consent to the execution of Sprint Amendments, the consummation of
         the Exchange Offer, and the issuance of the New Notes and Preferred
         Stock.

10.      INCOME TAXES

         The income tax benefit represents the anticipated recognition of the
         Company's deductible net operating loss carry forwards. This benefit is
         being recognized based on an assessment of the combined expected future
         taxable income of the Company and expected reversals of the temporary
         differences from acquisitions closed in 2001. Due to the Company's
         limited operating history and lack of positive taxable earnings, a
         valuation allowance has been established during 2003 as the deferred
         tax asset is expected to exceed the deferred tax liabilities. The
         establishment of this valuation allowance in the nine months ended
         September 30, 2003 has resulted in an effective tax rate of 19.0
         percent. The effective tax rate was 12.2 percent for the nine months
         ended September 30, 2002 due to the goodwill impairment charge of
         $291,635 which was not deductible for income tax purposes.

11.      HEDGING ACTIVITIES AND COMPREHENSIVE INCOME

         The Company follows the provisions of SFAS No. 133, "Accounting for
         Derivatives and Hedging Activities" in its accounting for hedging
         activities. The statement requires the Company to record all
         derivatives on the balance sheet at fair value. Derivatives that are
         not hedges must be adjusted to fair value through earnings. If the
         derivative is a hedge, depending on the nature of the hedge, changes in
         the fair value of the derivatives are either recognized in earnings or
         are recognized in other comprehensive income until the hedged item is
         recognized in earnings. Approximately $1,961 in cash settlements under
         derivative instruments classified as hedges is included in interest
         expense for the nine months ended September 30, 2003.

         As of September 30, 2003, the Company has recorded $2,003 in "other
         noncurrent liabilities" relative to the fair value of derivative
         instruments, including $1,359 representing derivative instruments that
         qualify for hedge accounting under SFAS No. 133. During the nine month
         period ended September 30, 2003, the Company recognized gains of $707
         (net of income tax expense of $439) in other comprehensive income.
         During the nine month period ended September 30, 2002, the Company
         recognized losses of $704 (net of income tax benefit of $431) in other
         comprehensive income. Other comprehensive income appears as a separate
         component of Stockholders' Equity, as "Accumulated other comprehensive
         income," as illustrated below:

<TABLE>
<CAPTION>
                                                 FOR THE THREE MONTHS ENDED               FOR THE NINE MONTHS ENDED
                                                       SEPTEMBER 30,                            SEPTEMBER 30,
                                            -------------------------------------    -------------------------------------
                                                 2003                 2002                2003                 2002
                                            ----------------    -----------------    ----------------    -----------------
                                              (unaudited)          (unaudited)         (unaudited)          (unaudited)
        <S>                                <C>                 <C>                  <C>                 <C>
         Net loss                           $       (17,510)    $      (320,847)     $       (66,704)    $      (377,716)
         Change in fair values of
            derivative instruments,
            net of income tax expense
            (benefit) of $244, $(279),
            $439 and $(431),
            respectively                                226                (456)                 707                (704)
                                            ----------------    -----------------    ----------------    -----------------
         Comprehensive loss                 $       (17,284)    $      (321,303)     $       (65,997)    $      (378,420)
                                            ================    =================    ================    =================
</TABLE>


                                       14
<PAGE>

                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


12.      COMMITMENTS AND CONTINGENCIES

         ACCESS REVENUE REFUND - On July 3, 2002, the Federal Communications
         Commission issued a ruling on a dispute between AT&T, as an
         interexchange carrier ("IXC"), and Sprint Spectrum L.P., a Commercial
         Mobile Radio Service ("wireless carrier"). This ruling addressed the
         wireless carrier charging terminating access fees to the IXC for calls
         terminated on a wireless network, indicating such fees could be
         assessed; however, the IXC would only be obligated to pay such fees if
         a contract was in place providing for the payment of access charges.
         As a result of this ruling, Sprint has requested that the Company
         refund approximately $1.4 million of a total $5.6 million in amounts
         that had been previously paid to the Company by Sprint relating to
         terminating access fees. Although the Company has contested the refund
         of these amounts, a liability has been recorded relative to this
         contingency in the consolidated financial statements at September 30,
         2003.

         LITIGATION - The Company has been named as a defendant in a number of
         purported securities class actions in the United States District Court
         for the Southern District of New York, arising out of its initial
         public offering (the "IPO"). Various underwriters of the IPO also are
         named as defendants in the actions. The action against the Company is
         one of more than 300 related class actions which have been consolidated
         and are pending in the same court. The complainants seek to recover
         damages and allege, among other things, that the registration statement
         and prospectus filed with the U.S. Securities and Exchange Commission
         for purposes of the IPO were false and misleading because they failed
         to disclose that the underwriters allegedly (i) solicited and received
         commissions from certain investors in exchange for allocating to them
         shares of common stock in connection with the IPO, and (ii) entered
         into agreements with their customers to allocate such stock to those
         customers in exchange for the customers agreeing to purchase additional
         Company shares in the aftermarket at pre-determined prices. On February
         19, 2003, the Court granted motions by the Company and 115 other
         issuers to dismiss the claims under Rule 10b-5 of the Exchange Act
         which had been asserted against them. The Court denied the motions by
         the Company and virtually all of the other issuers to dismiss the
         claims asserted against them under Section 11 of the Securities Act.
         The Company maintains insurance coverage which may mitigate its
         exposure to loss in the event that this claim is not resolved in the
         Company's favor.

         The issuers in the IPO cases, including the Company, have reached an
         agreement in principle with the plaintiffs to settle the claims
         asserted by the plaintiffs against them. Under the terms of the
         proposed settlement, the insurance carriers for the issuers will pay
         the plaintiffs the difference between $1 billion and all amounts which
         the plaintiffs recover from the underwriter defendants by way of
         settlement or judgment. Accordingly, no payment on behalf of the
         issuers under the proposed settlement will be made by the issuers
         themselves. The claims against the issuers will be dismissed, and the
         issuers and their officers and directors will receive releases from the
         plaintiffs. Under the terms of the proposed settlement, the issuers
         will also assign to plaintiffs certain claims which they may have
         against the underwriters arising out of the IPOs, and the issuers will
         also agree not to assert certain other claims which they may have
         against the underwriters, without plaintiffs' consent. The proposed
         settlement is subject to the approval of the Court.

         On January 23, 2001, the Company's board of directors, in a unanimous
         decision, terminated the employment of Jerry Brantley, then President
         and COO of the Company. On April 29, 2002, Mr. Brantley initiated
         litigation against the Company and the Chairman of the Company, David
         E. Sharbutt in the District Court of Lubbock County, Texas, 22nd
         Judicial District, alleging wrongful termination, among other things.
         On September 27, 2002, the Court entered an Agreed Order Compelling
         Arbitration. A panel of three arbitrators has been selected. The
         Company believes that there is no basis for Mr. Brantley's claim and
         intends to vigorously defend the lawsuit.

         On January 8, 2003, a claim was made against the Company by Southwest
         Antenna and Tower, Inc. ("SWAT") in the Second Judicial District Court,
         County of Bernalillo, State of New Mexico, for monies due on an open
         account. SWAT sought to recover approximately $2.0 million from the
         Company relating to work performed by SWAT during 2000 for Roberts
         Wireless Communications, LLC, which was acquired by the Company in the
         first quarter of 2001. This claim was settled for $0.875 million during
         the second quarter of 2003.



                                       15
<PAGE>


                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         In addition to the above, the Company is involved in various claims and
         legal actions arising in the ordinary course of business. The ultimate
         disposition of these matters is not expected to have a material adverse
         impact on the Company's financial position, results of operations or
         liquidity.

13.      EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board (the "FASB")
         issued SFAS No. 143, "Accounting for Asset Retirement Obligations."
         SFAS No. 143 requires the fair value of a liability for an asset
         retirement obligation to be recognized in the period that it is
         incurred if a reasonable estimate of fair value can be made. The
         associated asset retirement costs are capitalized as part of the
         carrying amount of the long-lived asset. SFAS No. 143 is effective for
         fiscal years beginning after June 15, 2002. For the Company's leased
         telecommunication facilities, primarily consisting of cell sites and
         switch site operating leases and operating leases for retail and office
         space, the Company has adopted SFAS No. 143 as of January 1, 2003.

         As previously disclosed, upon adoption of SFAS No. 143, the Company had
         concluded that, for its leased telecommunication facilities, a
         liability could not be reasonably estimated due to (1) the Company's
         inability to reasonably assess the probability of the likelihood that a
         lessor would enforce the remediation requirements upon expiration of
         the lease term and therefore its impact on future cash outflows, (2)
         the Company's inability to estimate a potential range of settlement
         dates due to its ability to renew site leases after the initial lease
         expiration and (3) the Company's limited experience in abandoning cell
         site locations and actually incurring remediation costs.

         It is the Company's understanding that further clarification has been
         provided by the Securities and Exchange Commission ("SEC") regarding
         the accounting for asset retirement obligations and specifically
         relating to factors to consider in determining the estimated settlement
         dates and the probability of enforcement of the remediation obligation.
         Based on this information, the Company has revised certain of the
         estimates used in its original analysis and calculated an asset
         retirement obligation for its leased telecommunication facilities. The
         Company determined that the aforementioned asset retirement obligations
         did not have a material impact on its consolidated results of
         operations, financial position or cash flows for the three and nine
         month periods ended September 30, 2003, as well as for each of the
         three month periods ended March 31 and June 30, 2003. As such, the
         Company has recorded the asset retirement obligations in the three
         month period ended September 30, 2003.

         As a result, an initial asset retirement obligation of $1,243 has been
         recorded and classified in other non-current liabilities as of
         September 30, 2003. In addition, the Company also recorded a
         corresponding increase in property and equipment of $1,243 as of
         September 30, 2003. The effect on the Company's statement of operations
         for the three and nine month periods ended September 30, 2003 related
         to accretion of the asset retirement obligation and depreciation of the
         corresponding asset through September 30, 2003. Included in costs of
         services and operations in the consolidated statement of operations for
         the three and nine month periods ended September 30, 2003 is a charge
         of $524 related to the accretion of the asset retirement obligations.
         Included in depreciation and amortization in the consolidated statement
         of operations for the three and nine month periods ended September 30,
         2003 is a charge of $456 related to the depreciation of the assets
         recorded in connection with the asset retirement obligations. For
         purposes of determining the aforementioned asset retirement
         obligations, the Company has assigned a 100% probability of enforcement
         to the remediation obligations and has assumed an average settlement
         period of 20 years.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
         Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections as of April 2002," which rescinded or amended
         various existing standards. One change addressed by this standard
         pertains to treatment of extinguishments of debt as an extraordinary
         item. SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses
         from Extinguishment of Debt" and states that an extinguishment of debt
         cannot be classified as an extraordinary item unless it meets the
         unusual or infrequent criteria outlined in Accounting Principles Board
         Opinion No. 30 "Reporting the Results of Operations -- Reporting the
         Effects of Disposal of a Segment of a Business, and Extraordinary,



                                       16
<PAGE>


                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         Unusual and Infrequently Occurring Events and Transactions." The
         provisions of this statement are effective for fiscal years beginning
         after May 15, 2002 and extinguishments of debt that were previously
         classified as an extraordinary item in prior periods that do not meet
         the criteria in Opinion 30 for classification as an extraordinary item
         shall be reclassified. The adoption of SFAS No. 145 in the quarter
         ending March 31, 2003 has resulted in a reclassification of the loss on
         extinguishment of debt that the Company previously reported as an
         extraordinary item for the year ended December 31, 2001.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities," which requires companies
         to recognize costs associated with exit or disposal activities when
         they are incurred rather than at the date of a commitment to an exit or
         disposal plan. The provisions of this statement are effective for exit
         or disposal activities initiated after December 31, 2002, and the
         adoption of this statement did not have a material impact on the
         Company's results of operations, financial position or cash flows.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
         Stock-Based Compensation-Transition and Disclosure," which is an
         amendment of SFAS No. 123, "Accounting for Stock-Based Compensation."
         This statement provides alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, this statement amends
         the disclosure requirements of SFAS No. 123 to require prominent
         disclosures in both annual and interim financial statements about the
         method of accounting for stock-based employee compensation and the
         effect of the method used on reported results. The provisions of this
         statement are effective for fiscal years ending after and interim
         periods beginning after December 15, 2002. As the Company continues to
         account for stock-based employee compensation using the intrinsic value
         method under APB Opinion No. 25, the Company, as required, has only
         adopted the revised disclosure requirements of SFAS No. 148 as of
         December 31, 2002, as discussed in Note 4.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
         133 on Derivative Instruments and Hedging Activities," which amends and
         clarifies financial accounting and reporting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts and for hedging activities under SFAS No. 133, "Accounting
         for Derivative Instruments and Hedging Activities." This statement is
         effective for contracts entered into or modified after June 30, 2003
         and for hedging relationships designated after June 30, 2003 and did
         not have a material impact on the Company's results of operations,
         financial position or cash flows.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity." This statement requires that an issuer classify a financial
         instrument that is within its scope as a liability (or an asset in some
         circumstances) and is effective for financial instruments entered into
         or modified after May 31, 2003, and otherwise is effective at the
         beginning of the first interim period beginning after June 15, 2003,
         except for mandatorily redeemable financial instruments of nonpublic
         entities. The adoption of this statement did not have a material impact
         on the Company's results of operations, financial position or cash
         flows.

         The Emerging Issues Task Force ("EITF") of the FASB issued EITF
         Abstract No. 00-21, "Revenue Arrangements with Multiple Deliverables,"
         in May 2003. This abstract addresses certain aspects of the accounting
         by a vendor for arrangements under which it will perform multiple
         revenue-generating activities. Specifically, it addresses how
         consideration should be measured and allocated to the separate units of
         accounting in the arrangement. The guidance in this abstract became
         effective for revenue arrangements entered into in fiscal periods
         beginning after June 15, 2003, and the Company has adopted the
         provisions of this abstract as of July 1, 2003.

         The Company has elected to apply the accounting provisions of this
         abstract on a prospective basis beginning July 1, 2003. Under the
         accounting provisions of this abstract, the Company will allocate
         amounts charged to customers between the sale of handsets and other
         equipment and the sale of wireless telecommunication services in those
         transactions in distribution channels controlled by the Company. In
         many cases, this will result in all amounts collected from the customer
         upon activation of the handset being allocated to the sale of the
         handset. As a result of this treatment, activation fees included in the
         consideration at the time of sale will be



                                       17
<PAGE>

                             ALAMOSA HOLDINGS, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         recorded as handset revenue. Prior to the adoption of the provisions of
         this abstract the Company had deferred all activation fee revenue as
         well as activation costs in a like amount and amortized these revenues
         and costs over the average life of the Company's subscribers. The
         existing deferred revenue and costs at July 1, 2003 will continue to be
         amortized along with that portion of activation fees generated by
         customers outside of distribution channels controlled by the Company.
         The impact of the adoption of these accounting provisions was not
         material to the Company.

         In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
         45"), "Guarantor's Accounting and Disclosure Requirements for
         Guarantees, Including Indirect Guarantees of Indebtedness of Others."
         FIN 45 requires that upon issuance of a guarantee, a guarantor must
         recognize a liability for the fair value of an obligation assumed under
         a guarantee. FIN 45 also requires additional disclosures by a guarantor
         in its interim and annual financial statements about the obligations
         associated with guarantees issued. The recognition provisions of FIN 45
         are effective for guarantees issued after December 31, 2002, while the
         disclosure requirements were effective for financial statements for
         periods ending after December 15, 2002. At December 31, 2002, the
         Company had not entered into any material arrangement that would be
         subject to the disclosure requirements of FIN 45. The adoption of FIN
         45 did not have a material impact on the Company's consolidated
         financial statements.

         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"
         or the "Interpretation"), "Consolidation of Variable Interest Entities,
         an interpretation of ARB No. 51." The primary objectives of FIN 46 are
         to provide guidance on the identification of entities for which control
         is achieved through means other than through voting rights ("variable
         interest entities" or "VIEs") and how to determine when and which
         business enterprise should consolidate the VIE (the "primary
         beneficiary"). This new model for consolidation applies to an entity
         which either (1) the equity investors (if any) do not have a
         controlling financial interest or (2) the equity investment at risk is
         insufficient to finance that entity's activities without receiving
         additional subordinated financial support from other parties. In
         addition, FIN 46 requires that both the primary beneficiary and all
         other enterprises with a significant variable interest in a VIE make
         additional disclosures. For public entities with VIEs created before
         February 1, 2003, the implementation and disclosure requirements of FIN
         46 are effective no later than the beginning of the first interim or
         annual reporting period beginning after June 15, 2003. For VIEs created
         after January 31, 2003, the requirements are effective immediately. The
         adoption of FIN 46 did not have a material impact on the Company's
         consolidated financial statements.



                                       18
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         This quarterly report on Form 10-Q includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which can be identified by the use of
forward-looking terminology such as "may," "might," "could," "would," "believe,"
"expect," "intend," "plan," "seek," "anticipate," "estimate," "project" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. All statements other than statements of historical fact included in
this quarterly report on Form 10-Q regarding our financial position and
liquidity are forward-looking statements. These forward-looking statements also
include:

         o  forecasts of growth in the number of consumers using wireless
            personal communications services and in estimated populations;

         o  statements regarding our anticipated revenues, expense levels,
            liquidity, capital resources and operating losses; and

         o  statements regarding expectations or projections about markets in
            our territories.

         Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct. Important factors with respect to
any such forward-looking statements, including certain risks and uncertainties
that could cause actual results to differ materially from our expectations
("Cautionary Statements"), are further disclosed in our annual report on Form
10-K for the year ended December 31, 2002 under the sections "Item 1. Business"
and "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations." Important factors that could cause actual results to
differ materially from those in the forward-looking statements included herein
include, but are not limited to:

         o  our dependence on our affiliation with Sprint;

         o  the ability of Sprint to alter fees paid or charged to us under our
            affiliation agreements;

         o  our limited operating history and anticipation of future losses;

         o  our dependence on back office services provided by Sprint;

         o  potential fluctuations in our operating results;

         o  changes or advances in technology;

         o  competition in the industry and markets in which we operate;

         o  our ability to attract and retain skilled personnel;

         o  our potential need for additional capital or the need for
            refinancing existing indebtedness;

         o  our potential inability to expand our services and related products
            in the event of substantial increases in demand for these services
            and related products;

         o  changes in government regulation;

         o  future acquisitions;

         o  general economic and business conditions; and



                                       19
<PAGE>


         o  effects of mergers and consolidations within the telecommunications
            industry and unexpected announcements or developments from others in
            the telecommunications industry.

         All subsequent written and oral forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety
by the Cautionary Statements.

DEFINITIONS OF OPERATING AND NON-GAAP FINANCIAL MEASURES

         We provide readers financial measures generated using generally
accepted accounting principles ("GAAP") and using adjustments to GAAP
("Non-GAAP"). These financial measures reflect industry conventions or standard
measures of liquidity, profitability or performance commonly used by the
investment community for comparability purposes. The Non-GAAP financial measures
used in this document include the following:

         o  Earnings before interest, taxes, depreciation and amortization
            ("EBITDA") is defined as net income (loss) plus net interest
            expense, depreciation expense, amortization expense and other
            non-cash expense items. EBITDA is a measure used by the investment
            community for comparability as well as in our debt covenants for
            compliance purposes and is not intended to represent the results of
            our operations in accordance with GAAP.

         o  Free cash flow is defined as EBITDA less net cash requirements for
            capital expenditures and debt service requirements.

The financial measures and other operating metrics used in this document include
the following:

         o  Average monthly revenue per user ("ARPU") is a measure used to
            determine the monthly subscriber revenue earned for subscribers
            based in our territory. This measure is determined based on
            subscriber revenues in our consolidated statement of operations and
            our average subscribers during the period.

         o  Cash cost per user ("CCPU") is a measure of the costs to operate our
            business on a per user basis consisting of costs of service and
            operations and general and administrative expenses in our
            consolidated statement of operations, plus handset subsidies on
            equipment sold to existing subscribers. These costs are allocated
            across average subscribers during the period to calculate this
            measure.

         o  Customer churn is used to measure the rate at which subscribers
            based in our territory deactivate service on a voluntary or
            involuntary basis. We calculate churn based on the number of
            subscribers deactivated (net of transfers out of our service area
            and those who deactivated within 30 days of activation) as a
            percentage of our average subscriber base during the period.

         o  Cost per gross addition ("CPGA") is used to measure the costs
            incurred to add new subscribers in our territory. This measure
            includes handset subsidies on new subscriber activations,
            commissions, rebates and other selling and marketing costs and is
            calculated based on product sales revenue, cost of products sold and
            selling and marketing expenses in our consolidated statement of
            operations net of handset subsidies on equipment sold to existing
            subscribers allocated over the total number of subscribers activated
            in our territory during the period.

         o  Covered POPs represent the number of residents (usually expressed in
            millions) covered by our network in our markets. The number of
            residents covered by our network does not represent the number of
            wireless subscribers that we expect to serve in our territories.

GENERAL

         Since our inception in 1998, we have incurred substantial costs in
connection with negotiating our contracts with Sprint, obtaining our debt
financing, completing our public equity offerings, engineering our wireless PCS
network, developing our business infrastructure and building out our portion of
the PCS network of Sprint. Prior to the launch of



                                       20
<PAGE>

our first market in June 1999, we did not have any markets in operation and we
had no customers. At September 30, 2003, we had approximately 693,000
subscribers. As of September 30, 2003, our accumulated deficit is $731 million,
and we have incurred a significant amount of capital expenditures in connection
with constructing our portion of the PCS network of Sprint and developing our
business infrastructure, including the establishment of our retail distribution
channels. While we anticipate losses to continue, we expect revenue to continue
to increase as our subscriber base increases.

         On July 17, 1998, we entered into our original affiliation agreements
with Sprint. We subsequently amended our original agreements in 1999 to add
additional territories to our licensed area. In the first quarter of 2001, we
completed the acquisitions of three additional PCS Affiliates of Sprint,
bringing our total licensed POPs to approximately 15.8 million at September 30,
2003.

         As a PCS Affiliate of Sprint, we have the exclusive right to provide
wireless, mobility communications network services under the Sprint brand name
in our licensed territory. We are responsible for building, owning and managing
the portion of the PCS network of Sprint located in our territory. We offer
national plans designed by Sprint and intend to offer local plans tailored to
our market demographics. Our portion of the PCS network of Sprint is designed to
offer a seamless connection with the 100% digital PCS nationwide wireless
network of Sprint. We market wireless products and services through a number of
distribution outlets located in our territories, including our own retail
stores, major national distributors and local third party distributors.

         We recognize revenues from our subscribers, proceeds from the sales of
handsets and accessories through channels controlled by us and fees from Sprint
and other wireless service providers when their customers roam onto our portion
of the PCS network of Sprint. Sprint retains 8% of all collected service revenue
from our subscribers (not including products sales) and fees collected from
other wireless service providers when their customers roam onto our portion of
the PCS network of Sprint. We report the amount retained by Sprint as an
operating expense. In addition, Sprint bills our subscribers for taxes, handset
insurance, equipment and Universal Service Fund charges which we do not record.
Sprint collects these amounts from the subscribers and remits them to the
appropriate entity.

         As part of our affiliation agreements with Sprint, we have the option
of contracting with Sprint to provide back office services such as customer
activation, handset logistics, billing, customer care and network monitoring
services. We have elected to delegate the performance of these services to
Sprint to take advantage of their economies of scale, to accelerate our
build-out and market launches and to lower our initial capital requirements. The
cost for these services is primarily on a per subscriber and per transaction
basis and is recorded as an operating expense.

CRITICAL ACCOUNTING POLICIES

         The fundamental objective of financial reporting is to provide useful
information that allows a reader to comprehend the business activities of an
entity. To aid in that understanding, we have identified our "critical
accounting policies." These policies have the potential to have a more
significant impact on our consolidated financial statements, either because of
the significance of the financial statement item to which they relate or because
they require judgment and estimation due to the uncertainty involved in
measuring, at a specific point in time, events which are continuous in nature.

         ALLOWANCE FOR DOUBTFUL ACCOUNTS - Estimates are used in determining our
allowance for bad debts and are based on our historical collection experience,
current trends, credit policy, a percentage of our accounts receivable by aging
category and expectations of future bad debts based on current collection
activities. In determining the allowance, we consider historical write-offs of
our receivables and our history is somewhat limited due to the number of changes
that have historically been made to credit policies. We also look at current
trends in the credit quality of our customer base, as well as changes in the
credit policies. Under PCS service plans from Sprint, customers who do not meet
certain credit criteria can nevertheless select any plan offered, subject to an
account spending limit, referred to as "ASL," to control credit exposure.
Account spending limits range from $125 to $200 and generally require deposits
in the amount of the limit that could be credited against future billings. In
May 2001, the deposit requirement was eliminated on certain, but not all, credit
classes ("NDASL"). As a result, a significant amount of our customer additions
during 2001 were under the NDASL program. The NDASL program was replaced by the
"Clear Pay" program in November 2001, which reinstated the deposit requirement
for certain of the lowest credit class customers and features increased back
office controls with respect to collection efforts. We reinstated the deposit
for customers in other credit classes on the Clear


                                       21
<PAGE>

Pay program as of February 24, 2002, and we believe that this program, referred
to as Clear Pay II, has reduced our bad debt exposure.

         REVENUE RECOGNITION - We record equipment revenue for the sale of
handsets and accessories to customers in our retail stores and to local
resellers in our territories. We do not record equipment revenue on handsets and
accessories purchased by our customers from national resellers or directly from
Sprint. Our customers pay an activation fee when they initiate service. In the
past, we have deferred this activation fee in all cases and recorded the
activation fee revenue over the estimated average life of our customers, which
ranges from 12 to 36 months depending on credit class and based on our past
experience. We recognize revenue from our customers as they use the service.
Additionally, we provide a reduction of recorded revenue for billing adjustments
and billing corrections.

         We recognize revenue for product sales in connection with our sales of
handsets and accessories through our retail stores and our local indirect
retailers. The cost of handsets sold generally exceeds the retail sales price as
we subsidize the price of handsets for competitive reasons. For handsets sold
through channels controlled by Sprint that are activated by a subscriber in our
territory, we reimburse Sprint for the amount of subsidy incurred by them in
connection with the sale of these handsets.

         Effective July 1, 2003, we have adopted the accounting provisions of
Emerging Issues Task Force ("EITF") Abstract No. 00-21, "Accounting for Revenue
Arrangements with Multiple Deliverables." Beginning July 1, 2003, we allocate
amounts charged to customers between the sale of handsets and other equipment
and the sale of wireless telecommunication services in those transactions taking
place in distribution channels that we directly control. Activation fees charged
in transactions outside of our directly controlled distribution channels
continue to be deferred and amortized over the life of the subscriber.

         LONG-LIVED ASSET RECOVERY - Long-lived assets, consisting primarily of
property, equipment and intangibles, comprise approximately 80 percent of our
total assets at September 30, 2003. Changes in technology or in our intended use
of these assets may cause the estimated period of use or the value of these
assets to change. In addition, changes in general industry conditions, such as
increased competition, lower ARPU, etc., could cause the value of certain of
these assets to change. We monitor the appropriateness of the estimated useful
lives of these assets. Whenever events or changes in circumstances indicate that
the carrying amounts of these assets may not be recoverable, we review the
respective assets for impairment. The current trends in the wireless
telecommunications industry that drove our decision to launch the Exchange Offer
for our publicly traded debt in September 2003 was deemed to be a "triggering
event" requiring impairment testing of our long-lived assets under Statement of
Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." In performing this test, assets are grouped
according to identifiable cash flow streams, and the undiscounted cash flow over
the life of the asset group is compared to the carrying value of the asset
group. We have determined that we have one asset grouping relatied to cash flows
generated by our subscriber base which includes all assets of the Company. The
life of this asset group for purposes of this impairment test was assumed to be
ten years. No impairment was indicated as a result of this test. Estimates and
assumptions used in both estimating the useful life and evaluating potential
impairment issues require a significant amount of judgment.

         INCOME TAXES - We utilize an asset and liability approach to accounting
for income taxes, wherein deferred taxes are provided for book and tax basis
differences for assets and liabilities. In the event differences exist between
book and tax basis of our assets and liabilities that result in deferred assets,
an evaluation of the probability of being able to realize the future benefits
indicated by such assets is made. A valuation allowance is provided for the
portion of deferred tax assets for which there is sufficient uncertainty
regarding our ability to recognize the benefits of those assets in future years.

         Deferred taxes are provided for those items reported in different
periods for income tax and financial reporting purposes. The net deferred tax
asset was fully reserved through December 31, 2000 because of uncertainty
regarding our ability to recognize the benefit of the asset in future years. In
connection with the acquisitions completed by the Company in 2001, a significant
deferred tax liability was recorded relative to intangibles. The reversal of the
timing differences which gave rise to the deferred tax liability will allow us
to benefit from the deferred tax asset. As such, the valuation allowance against
the deferred tax asset was reduced in 2001 to account for the expected benefit
to be realized. Prior to February 1, 2000, our predecessor operated as a limited
liability company ("LLC") under which losses for income tax purposes were
utilized by the LLC members on their income tax returns. Subsequent to January
31, 2000,


                                       22
<PAGE>

we became a C-corp for federal income tax purposes and, therefore, subsequent
losses became net operating loss carryforwards to us. We continue to evaluate
the likelihood of realizing the benefits of deferred tax items. Should events or
circumstances indicate that it is warranted, a valuation allowance will again be
established. During the first quarter of 2003 we reinstated a valuation
allowance due to the fact that the timing differences that give rise to the
deferred tax asset are expected to exceed the timing differences that give rise
to the deferred tax liabilities and there is uncertainty as to whether we will
recognize the benefit of those deferred taxes in future periods.

         RELIANCE ON THE TIMELINESS AND ACCURACY OF DATA RECEIVED FROM SPRINT -
We place significant reliance on Sprint as a service provider in terms of the
timeliness and accuracy of financial and statistical data related to customers
based in our service territory that we receive on a periodic basis from Sprint.
We make significant estimates in terms of cash flow, revenue, cost of service,
selling and marketing costs and the adequacy of our allowance for uncollectible
accounts based on this data we receive from Sprint. We obtain assurance as to
the accuracy of this data through analytic review and reliance on the service
auditor report on Sprint's internal control processes prepared by Sprint's
external service auditor. Inaccurate or incomplete data from Sprint could have a
material adverse effect on our results of operations and cash flow.

CONSOLIDATED RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

FOR THE THREE AND NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 COMPARED TO THE
THREE AND NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002

         SUBSCRIBER GROWTH AND KEY PERFORMANCE INDICATORS - We had total
subscribers of approximately 693,000 at September 30, 2003 compared to
approximately 591,000 at September 30, 2002. This growth of approximately
102,000 subscribers or 17 percent year over year compares to 46 percent growth
from September 30, 2001 to September 30, 2002. The decline in the rate of growth
from 2002 to 2003 is due to the fact that markets were being launched during
2001 when our coverage area increased from 4.5 million to 11.2 million covered
POPs. During 2002 our coverage area increased from 11.2 million to 11.8 million
covered POPs as we had substantially completed the build-out of our network by
the end of 2001. During the first nine months of 2003 our coverage area
increased to 11.9 million covered POPs.

         Monthly churn for the third quarter of 2003 was approximately 2.9
percent compared to approximately 3.8 percent for the third quarter of 2002.
This level of churn in the third quarter of 2003 was higher than that in the
second quarter of 2003 when we experienced monthly churn of 2.5 percent.
Increases in churn negatively impact our operations as we incur significant up
front costs in acquiring customers. Churn increased significantly during 2002 as
the result of a significantly higher level of involuntary deactivations of
subscribers for non-payment. This was driven by the addition of a significant
number of sub-prime credit quality subscribers in 2001 under the Clear Pay/NDASL
program. We reinstated deposit requirements for sub-prime credit quality
subscribers in our markets in February 2002 and began to see the impact of this
change in the form of decreasing churn beginning in the fourth quarter of 2002
when churn declined to 3.4 percent from 3.8 percent in the third quarter of
2002. This trend has continued through the first nine months of 2003.

         Our CPGA includes handset subsidies on new subscriber activations and
selling and marketing costs and was approximately $409 per gross addition in the
third quarter of 2003, which was approximately 7 percent less than the $442 per
gross addition in the third quarter of 2002. Our CPGA increased $34 in the third
quarter of 2003 over the $375 per gross addition we experienced in the second
quarter of 2003. As overall subscriber growth on a national basis has declined,
competition among the wireless communications providers has become more intense.
As a result of this competition for both new subscribers and existing
subscribers from other carriers, promotional efforts have increased in terms of
handset rebates and other promotional activities, which increases the up front
costs in acquiring customers.

         SERVICE REVENUES - Service revenues consist of revenue from subscribers
and roaming revenue earned when customers from other carriers roam onto our
portion of the PCS network of Sprint. Subscriber revenue consists of payments
received from our subscribers for monthly service under their service plans.
Subscriber revenue also includes activation fees and charges for the use of
various features including PCS Vision, the wireless web, voice activated
dialing, etc.

         Subscriber revenues were $116,665 for the quarter ended September 30,
2003 compared to $103,642 for the quarter ended September 30, 2002. This
increase of 13 percent was primarily due to the 17 percent increase in our



                                       23
<PAGE>

subscriber base discussed above. Subscriber revenues were $335,239 for the nine
months ended September 30, 2003 compared to $289,720 for the nine months ended
September 30, 2002. This increase of 16 percent was also primarily due to the
increase in the subscriber base. ARPU decreased in the third quarter of 2003 to
$57 compared to $60 in the third quarter of 2002. ARPU decreased in the first
nine months of 2003 to $56 compared to $59 in the first nine months of 2002.
This decrease is attributable to lower monthly recurring charges for plans with
larger buckets of minutes being offered as a result of the increased level of
competition in the marketplace. The larger buckets of minutes result in fewer
minutes over plan and less revenue from those overage minutes.

         Roaming revenue is comprised of revenue from Sprint and other PCS
subscribers based outside of our territories that roam onto our portion of the
PCS network of Sprint. We have a reciprocal roaming rate arrangement with Sprint
where per minute charges for inbound and outbound roaming relative to Sprint
subscribers are identical. This rate was 10 cents per minute during 2002. During
2003 this reciprocal rate decreased to 5.8 cents per minute. The decline in
rates was offset by increases in roaming minutes due to the fact that we added
additional base stations after the second quarter of 2002, which allowed us to
capture additional roaming traffic as well as the growth in the customer bases
of Sprint and other PCS providers. Sprint has indicated that the reciprocal rate
for 2003 of 5.8 cents per minute represents a fair and reasonable return on the
cost of the underlying network based on an agreement in principle reached with
Sprint in 2001. This rate went into effect on January 1, 2003. The toll rate for
long distance charges associated with Sprint roaming is expected to remain at
approximately 2 cents per minute. We have also experienced a significant
increase in the volume of inbound roaming traffic from PCS providers other than
Sprint, which traffic is settled at rates separately negotiated by Sprint on our
behalf with the other PCS providers. We had approximately 468 million minutes of
inbound roaming traffic in the third quarter of 2003 compared to approximately
307 million minutes of inbound roaming traffic in the third quarter of 2002. The
increase in minutes offset by the decrease in rates accounted for the 5 percent
overall increase in roaming revenue to $41,126 in the third quarter of 2003 from
$39,129 in the third quarter of 2002. We had approximately 1,203 million minutes
of inbound roaming traffic in the first nine months of 2003 compared to
approximately 783 million minutes of inbound roaming traffic in the first nine
months of 2002. The increase in minutes offset by the decrease in rates
accounted for the 9 percent overall increase in roaming revenue to $107,956 in
the first nine months of 2003 from $99,154 in the first nine months of 2002.

         PRODUCT SALES AND COST OF PRODUCTS SOLD - We record revenue from the
sale of handsets and accessories, net of an allowance for returns, as product
sales. Product sales revenue and costs of products sold are recorded for all
products that are sold through our retail stores, as well as those sold to our
local indirect agents. The cost of handsets sold generally exceeds the retail
sales price as we subsidize the price of handsets for competitive reasons.
Sprint's handset return policy allows customers to return their handsets for a
full refund within 14 days of purchase. When handsets are returned to us, we may
be able to reissue the handsets to customers at little additional cost to us.
However, when handsets are returned to Sprint for refurbishing, we may receive a
credit from Sprint, which is less than the amount we originally paid for the
handset.

         Product sales revenue for the third quarter of 2003 was $8,599 compared
to $4,675 for the third quarter of 2002. Cost of products sold for the third
quarter of 2003 was $14,913 compared to $12,904 for the third quarter of 2002.
As such, the subsidy on handsets sold through our retail and local indirect
channels was $6,314 in the third quarter of 2003 and $8,229 in the third quarter
of 2002. On a per activation basis (excluding handsets sold to existing
subscribers), the subsidy was approximately $111 per activation in the third
quarter of 2003 and approximately $134 per activation in the third quarter of
2002. Product sales revenue for the first nine months of 2003 was $19,697
compared to $17,730 for the first nine months of 2002. Cost of products sold for
the first nine months of 2003 was $40,156 compared to $36,134 for the first nine
months of 2002. As such, the subsidy on handsets sold through our retail and
local indirect channels was $20,459 in the first nine months of 2003 and $18,404
in the first nine months of 2002. On a per activation basis (excluding handsets
sold to existing subscribers), the subsidy was approximately $114 per activation
in the first nine months of 2003 and approximately $111 per activation in the
first nine months of 2002. The decrease in subsidy per activation in the third
quarter of 2003 compared to the third quarter of 2002 is primarily due to the
addition of activation fee revenue that was allocated to handset sales in
accordance with the provisions of EITF 00-21, as discussed previously.

         COST OF SERVICE AND OPERATIONS (EXCLUDING NON-CASH COMPENSATION) - Cost
of service and operations includes the costs of operating our portion of the PCS
network of Sprint. These costs include items such as outbound roaming fees, long
distance charges, tower leases and maintenance, as well as backhaul costs. In
addition, it includes the fees we pay to Sprint for our 8 percent affiliation
fee, back office services such as billing and customer care, as well as our
provision for estimated uncollectible accounts. Expenses of $83,313 in the third
quarter of 2003 were approximately 10



                                       24
<PAGE>

percent less than the $92,560 incurred in the third quarter of 2002. Expenses of
$242,912 in the first nine months of 2003 were approximately 5 percent less than
the $256,378 incurred in the first nine months of 2002. Network operating costs
remained relatively stable as our network build-out is substantially complete
and we are beginning to realize the benefits of our capital investment as we
continue to add subscribers to the network. The improvements noted in overall
cost of service and operations were primarily driven by reduced bad debt expense
in 2003 compared to 2002 as we begin to see the benefit of reinstating deposits
requirements in 2002. Total minutes of use on our network were 1.6 billion
minutes in the third quarter of 2003 compared to 1.1 billion minutes in the
third quarter of 2002 for an increase in traffic of 45 percent. Total minutes of
use on our network were 4.4 billion minutes in the first nine months of 2003
compared to 3.0 billion minutes in the first nine months of 2002, for an
increase in traffic of 47 percent.

         SELLING AND MARKETING EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
Selling and marketing expenses include advertising, promotion, sales commissions
and expenses related to our distribution channels including our retail store
expenses. In addition, we reimburse Sprint for the subsidy on handsets sold
through national retail stores due to the fact that these retailers purchase
their handsets from Sprint. This subsidy is recorded as a selling and marketing
expense. The amount of handset subsidy included in selling and marketing
expenses was $3,269 and $4,618 in the third quarter of 2003 and 2002,
respectively. The amount of handset subsidy included in selling and marketing
was $11,441 and $12,483 in the first nine months of 2003 and 2002, respectively.
Total selling and marketing expenses of $29,801 in the third quarter of 2003
were 8 percent less than the $32,503 incurred in the third quarter of 2002.
Total selling and marketing expenses of $84,531 in the first nine months of 2003
were 4 percent less than the $88,360 incurred in the first nine months of 2002.
The decreases experienced during 2003 are attributable to decreases in variable
costs due to the fact that we had less gross activations in 2003 than in 2002 as
subscriber growth is slowing.

         GENERAL AND ADMINISTRATIVE EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
General and administrative expenses include corporate costs and expenses such as
administration and finance. General and administrative expenses of $6,416 in the
third quarter of 2003 were 56 percent higher than the $4,102 incurred in the
third quarter of 2002. General and administrative expenses of $15,999 in the
first nine months of 2003 were 47 percent higher than the $10,890 incurred in
the first nine months of 2002. The increase in 2003 has been the result of
approximately $3 million in expenses incurred with respect to the proposed debt
restructuring launched in September 2003 as well as increased professional fees
related to various efforts in preparing for the reporting requirements under the
Sarbanes-Oxley Act of 2002.

         DEPRECIATION AND AMORTIZATION - Depreciation and amortization includes
depreciation of our property, plant and equipment as well as amortization of
intangibles. Depreciation is calculated on the straight line method over the
estimated useful lives of the underlying assets and totaled $18,217 in the third
quarter of 2003, which was 10 percent higher than the $16,630 recorded in the
third quarter of 2002. Depreciation totaled $52,486 in the first nine months of
2003, which was 10 percent higher than the $47,702 recorded in the first nine
months of 2002. The increase in 2003 is due to the increase in depreciable costs
as a result of our capital expenditures in the last half of 2002 and the first
half of 2003.

         Amortization expense relates to intangible assets recorded in
connection with the acquisitions closed in the first quarter of 2001. We
recorded two identifiable intangibles in connection with each of the
acquisitions, consisting of values assigned to the agreements with Sprint and
the customer base acquired. Amortization expense of $10,017 in the third quarter
of 2003 was consistent with the $10,267 in the third quarter of 2002.
Amortization expense of $30,050 in the first nine months of 2003 was consistent
with the $30,402 in the first nine months of 2002.

         IMPAIRMENT OF GOODWILL - In accordance with the provisions of SFAS No.
142 we performed our first annual assessment of goodwill for impairment as of
July 31, 2002. The results of this assessment indicated that goodwill was
impaired and we recorded an impairment charge of $291,635 in the third quarter
of 2002. This impairment charge reduced the carrying value of goodwill to zero
such that no additional impairment testing was necessary in 2003.

         IMPAIRMENT OF PROPERTY AND EQUIPMENT - We recorded impairments of
property and equipment in the third quarter and first nine months of 2003 of
$291 and $685, respectively, compared to $0 and $1,332 in the third quarter and
first nine months of 2002. The decrease in 2003 is attributable to a switch site
location that was abandoned in 2002, resulting in a charge of $1,332 in the
second quarter of 2002.


                                       25
<PAGE>

         NON-CASH COMPENSATION - Non-cash compensation expense of $45 in the
third quarter of 2003 related to shares of restricted stock that were awarded to
our officers in October and December of 2002. Certain of our officers received a
total of 800,000 shares of restricted stock at a discount to market price that
will vest over a three-year period. Compensation expense relative to the
difference between the market price of the stock and the price the officers paid
for the stock will be recognized over the vesting period during which the
restrictions lapse. Non-cash compensation expense of $285 in the first nine
months of 2003 includes $161 in compensation to directors in the form of the
issuance of 105,000 shares of our common stock in the second quarter of 2003 in
addition to the vesting of restricted stock. We had no non-cash compensation
expense in the third quarter or first nine months of 2002.

         OPERATING INCOME (LOSS) - Our operating income for the third quarter of
2003 was $3,376 compared to a loss of $313,173 for the third quarter of 2002,
representing an improvement of $316,549. Our operating loss for the first nine
months of 2003 was $4,212 compared to $356,229 for the first nine months of
2002, representing an improvement of $352,017. The improvement in operating
income for the third quarter of 2003 of $316,549 and for the first nine months
of 2003 of $352,017 is primarily due to the fact that we recorded a goodwill
impairment charge of $291,635 in the third quarter of 2002. The remaining
improvement is primarily attributable to the leverage we are beginning to
experience in spreading our fixed costs over a larger base of subscribers.

         INTEREST AND OTHER INCOME - Interest and other income represents
amounts earned on the investment of excess equity and debt offering proceeds.
Income of $187 in the third quarter of 2003 was 72 percent less than the $678
earned in the third quarter of 2002. Income of $821 in the first nine months of
2003 was 72 percent less than the $2,882 earned in the first nine months of
2002. The decrease in interest earned is due to the fact that excess cash and
investments were liquidated during 2002 in connection with funding our capital
expenditures and operating cash flow losses, as well as making interest payments
from restricted cash.

         INTEREST EXPENSE - Interest expense for the third quarter and first
nine months of 2003 includes non-cash interest accreted on our 12 7/8% Senior
Discount Notes of $9,106 and $26,483, respectively, as well as interest accrued
on the two senior notes issued during 2001 and interest on our senior secured
debt. Total interest expense of $26,519 in the third quarter of 2003 is
consistent with the expense of $26,158 in the third quarter of 2002. Total
interest expense of $79,007 in the first nine months of 2003 is 3 percent higher
than total interest expense of $76,832 in the first nine months of 2002,
primarily due to the increased level of advances under senior secured
borrowings.

INCOME TAXES

         We account for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." As of December 31, 2000, the net deferred tax
asset consisted primarily of temporary differences related to the treatment of
organizational costs, unearned compensation, interest expense and net operating
loss carry forwards. The net deferred tax asset was fully offset by a valuation
allowance as of December 31, 2000 because there was sufficient uncertainty as to
whether we would recognize the benefit of those deferred taxes in future
periods. In connection with the mergers completed in the first quarter of 2001,
we recorded significant deferred tax liabilities due to differences in the book
and tax basis of the net assets acquired, particularly due to the intangible
assets recorded in connection with the acquisitions.

         The reversal of the timing differences which gave rise to these
deferred tax liabilities will allow us to realize the benefit of timing
differences which gave rise to the deferred tax asset. As a result, we released
the valuation allowance during the second quarter of 2001. Prior to 2001, all
deferred tax benefit had been fully offset by an increase in the valuation
allowance such that there was no financial statement impact with respect to
income taxes. With the reduction of the valuation allowance in 2001, we began to
reflect a net deferred tax benefit in our consolidated statement of operations.
During the first quarter of 2003 we reinstated a valuation allowance due to the
fact that the timing differences that give rise to the deferred tax asset are
expected to exceed the timing differences that give rise to the deferred tax
liabilities and there is uncertainty as to whether we will recognize the benefit
of those deferred taxes in future periods.



                                       26
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         OPERATING ACTIVITIES - Operating cash flows were $31,943 in the first
nine months of 2003 and negative $41,583 in the first nine months of 2002. The
increase in operating cash flows of $73,526 is primarily related to a decrease
in net loss before non-cash items of $41,436 coupled with working capital
changes of $32,090 primarily related to receivables.

         INVESTING ACTIVITIES - Our investing cash flows were $5,575 in the
first nine months of 2003 compared to negative $18,173 in the first nine months
of 2002. Our cash capital expenditures for the first nine months of 2003 totaled
$31,645 while our cash capital expenditures for the first nine months of 2002
totaled $79,776. Additionally, the decrease in restricted cash was $34,724 in
the first nine months of 2003 compared to $59,705 in the first nine months of
2002.

         FINANCING ACTIVITIES - Our financing cash flows decreased in the first
nine months of 2003 to a negative $529 from $11,495 in the first nine months of
2002. In 2002 we received $12,838 in proceeds representing the remaining
borrowings under the term portion of our Senior Secured Credit Facility.

CAPITAL REQUIREMENTS

         Our capital expenditure requirements for 2003 are expected to be
approximately $40 to $50 million. Operating cash flow is expected to continue to
increase in 2003 as we continue to realize the benefits of the subscriber growth
that we have experienced over the past three years. We expect to generate free
cash flow in 2003 and believe we have sufficient liquidity as discussed below.

LIQUIDITY

         Since inception, we have financed our operations through capital
contributions from our owners, through debt financing and through proceeds
generated from public offerings of our common stock. We have incurred
substantial net losses and negative cash flow from operations since inception.
Expenses are expected to exceed revenues until we establish a sufficient
subscriber base. We expect operating losses to continue for the foreseeable
future. However, we expect operating losses to decrease in the future as we
obtain more subscribers.

         EDC CREDIT FACILITY - We entered into a credit agreement with Nortel
effective June 10, 1999, which was amended and restated on February 8, 2000. On
June 23, 2000, Nortel assigned the entirety of its loans and commitments to
Export Development Corporation ("EDC"), and Alamosa and EDC entered into the
credit facility with EDC (the "EDC Credit Facility"). The EDC Credit Facility
was paid in full in the first quarter of 2001 with proceeds from the Senior
Secured Credit Facility described below.

         COMMON STOCK - On October 29, 1999, we filed a registration statement
with the U.S. Securities and Exchange Commission for the sale of 10,714,000
shares of our common stock (the "Initial Offering"). The Initial Offering became
effective and the shares were issued on February 3, 2000 at the initial price of
$17.00 per share. Subsequently, the underwriters exercised their over-allotment
option for an additional 1,607,100 shares. We received net proceeds of
approximately $193.8 million after commissions of $13.3 million and expenses of
approximately $1.5 million. The proceeds of the Initial Offering were used for
the build out of our portion of the PCS network of Sprint, to fund operating
capital needs and for other corporate purposes.

         On November 13, 2001, we completed an underwritten secondary offering
of our common stock pursuant to which certain of our stockholders sold an
aggregate of 4,800,000 shares at a public offering price of $14.75 per share. We
did not receive any proceeds from the sale of these shares, but the underwriters
were granted an option to purchase up to 720,000 additional shares of common
stock to cover over-allotments. This option was exercised on November 16, 2001,
and we received net proceeds from the sale of these shares after offering costs
of approximately $9.1 million, which was used for general corporate purposes.

         SENIOR NOTES - On February 8, 2000, Alamosa (Delaware) issued $350.0
million face amount of senior discount notes (the "12 7/8% Senior Discount
Notes"). The 12 7/8% Senior Discount Notes mature in ten years (February 15,
2010), carry a coupon rate of 12 7/8%, and provide for interest deferral for the
first five years. The 12 7/8% Senior Discount Notes will accrete to their $350
million face amount by February 8, 2005, after which interest will be paid in
cash semiannually.


                                       27
<PAGE>

         On January 31, 2001, Alamosa (Delaware) issued $250.0 million face
amount of senior notes (the "12 1/2% Senior Notes"). The 12 1/2% Senior Notes
mature in ten years (February 1, 2011), carry a coupon rate of 12 1/2% payable
semiannually on February 1 and August 1, beginning on August 1, 2001.

         On August 15, 2001, Alamosa (Delaware) issued $150.0 million face
amount of senior notes (the "13 5/8% Senior Notes"). The 13 5/8% Senior Notes
mature in ten years (August 15, 2011), carry a coupon rate of 13 5/8% payable
semiannually on February 15 and August 15, beginning on February 15, 2002.

         SENIOR SECURED CREDIT FACILITY - On February 14, 2001, we entered into
a $280.0 million Senior Secured Credit Facility with Citicorp USA, as
administrative agent and collateral agent; Toronto Dominion (Texas), Inc., as
syndication agent; First Union National Bank, as documentation agent; EDC as
co-documentation agent; and a syndicate of banking and financial institutions.
The Senior Secured Credit Facility was closed and initial funding of $150
million was made on February 14, 2001 in connection with the completion of the
acquisitions of two PCS Affiliates of Sprint. A portion of the proceeds of the
Senior Secured Credit Facility were used (i) to pay the cash portion of the
merger consideration for the acquisitions, (ii) to refinance existing
indebtedness under our credit facility with EDC and under the existing credit
facilities of the acquired companies, and (iii) to pay transaction costs. This
facility was amended in March 2001 to increase the maximum borrowings to $333
million as a result of the acquisition of another PCS Affiliate of Sprint. The
facility was again amended in August 2001 to, among other things, modify
financial covenants and reduce the maximum borrowing to $225, million of which
$200 million is outstanding at September 30, 2003. The remaining proceeds were
used for general corporate purposes, including funding capital expenditures,
subscriber acquisition and marketing costs, purchase of spectrum and working
capital needs.

         On September 26, 2002 we entered into the sixth amendment to the
amended and restated credit agreement relating to the Senior Secured Credit
Facility which, among other things, modified certain financial and statistical
covenants. As a result of the amendment, we are required to maintain a minimum
cash balance of $10 million.

         The September 26, 2002 amendment also placed restrictions on the
ability to draw on the $25 million revolving portion of the Senior Secured
Credit Facility. The first $10 million can be drawn if cash balances fall below
$15 million and we substantiate through tangible evidence the need for such
advances. The remaining $15 million is available only at such time as the
Company's leverage ratio is less than or equal to 5.5 to 1. At September 30,
2003, our leverage ratio was 7.21 to 1.

         The terms of this credit facility contain numerous financial and other
covenants, the violation of which could be deemed an event of default by the
lenders. Should we be deemed to be in default, the lenders can declare the
entire outstanding borrowings immediately due and payable or exercise other
rights and remedies. Such an event would likely have a material adverse impact
on us.

         DEBT RESTRUCTURING - In an effort to proactively manage its capital
structure and align it with recent operating trends in the wireless
telecommunications industry, the Company launched an offer to exchange its
publicly traded debt on September 12, 2003. The offer, as amended on October 15,
2003 (as so amended, the "Exchange Offer"), sought to exchange all of the
Company's existing 12 7/8% Senior Discount Notes, 12 1/2% Senior Notes and 13
5/8% Senior Notes for a combination of new notes and convertible Alamosa
Holdings preferred stock. The Exchange Offer was successful and expired
on November 10, 2003.

         Holders of the 12 7/8% Senior Discount Notes due 2010 (the "Discount
Notes") who tendered their Discount Notes will receive for each $1,000 accreted
amount of the Discount Notes tendered, as of the expiration of the Exchange
Offer, (1) $650 in original issue amount of new 12% Senior Discount Notes due
2009 (the "New Discount Notes") and (2) one share of Series B Convertible
Preferred Stock of Alamosa Holdings with a liquidation preference of $250 per
share (the "Preferred Stock").

         Holders of the 12 1/2% Senior Notes due 2011 and the 13 5/8% Senior
Notes due 2011 (collectively, the "Old Cash Pay Notes" and, together with the
Discount Notes, the "Old Notes") who tendered their Old Cash Pay Notes will
receive, for each $1,000 principal amount of the Old Cash Pay Notes tendered,
(1) $650 in principal amount of new 11% Senior Notes due 2010 (the "New Cash Pay
Notes" and, together with the New Discount Notes, the "New Notes") and (2) one
share of Preferred Stock.

         Fractional shares of Preferred Stock will not be issued under the
Exchange Offer and New Notes will be issued only in denominations that are
integral multiples of $1,000. With respect to any holder of Old Notes who would
otherwise receive a fractional share of Preferred Stock or New Notes in an
amount that is not an integral multiple of $1,000, the Company will round down
to the nearest whole share of Preferred Stock or $1,000 of New Notes, as
applicable, and substitute a cash payment equal to the liquidation preference
allocable to the fractional share of Preferred Stock or the amount by which the
amount of New Notes is reduced.

         The New Discount Notes will accrete at 12 percent, compounded
semi-annually through July 31, 2005. Cash interest on the accreted value will
then be paid semi-annually at 12 percent beginning on January 31, 2006 until
maturity on July 31, 2009. The New Cash Pay Notes will require cash payment of
interest semi-annually beginning January 31, 2004 until maturity on July 31,
2010.

                                       28
<PAGE>


         Holders of Preferred Stock will be entitled to receive cumulative
dividends at an annual rate of 7.5 percent of the $250 per share liquidation
preference. Dividends will be payable quarterly in arrears on the last calendar
day of each January, April, July and October. Until July 31, 2008, Alamosa
Holdings will have the option to pay Preferred Stock dividends in (i) cash, (ii)
shares of Alamosa Holdings Series C Convertible Preferred Stock ("Dividend
Preferred Stock" and, together with the Preferred Stock, the "Preferred
Shares"), (iii) shares of Alamosa Holdings common stock or (iv) a combination
thereof. After July 31, 2008, all Preferred Stock dividends will be payable in
cash only. The Dividend Preferred Stock will have essentially the same terms as
the Preferred Stock with the exception of the conversion rate, as discussed
below.

         Each share of Preferred Stock and Dividend Preferred Stock will be
convertible at the holder's option and at any time into shares of Alamosa
Holdings common stock. The Preferred Stock will be convertible at $3.40 per
share and the Dividend Preferred Stock will be convertible at $4.25 per share.

         Beginning on the third anniversary of the date of original issuance of
the Preferred Stock, Alamosa Holdings has the option to redeem outstanding
Preferred Shares for cash. The initial redemption price will be 125 percent of
the $250 per share liquidation preference, reduced by 5 percent annually
thereafter until 2011 after which time the redemption price will remain at 100
percent. All outstanding Preferred Shares must be redeemed by Alamosa Holdings
on July 31, 2013.

         Upon the expiration of the Exchange Offer on November 10, 2003, the
Company had received tenders from existing noteholders amounting to
approximately $343.6 million or 98 percent of the Discount Notes, $238.4 million
or 95 percent of the 12 1/2% Senior Notes and $147.5 million or 98 percent of
the 13 5/8% Senior Notes. The consummation of the Exchange Offer will be
accounted for under the provisions of SFAS No. 15, "Accounting by Debtors and
Creditors for Troubled Debt Restructurings." In accordance with the provisions
of SFAS No. 15, the New Notes and Preferred Stock will be recorded at fair
value. The excess of the carrying value of the existing debt tendered by
noteholders over the fair value of the New Notes and Preferred Stock will reduce
interest expense over the life of the New Notes due to the fact that the total
cash flows associated with the New Notes exceeds the carrying value of the Old
Notes.

         In contemplation of the Exchange Offer, Alamosa (Delaware), on
September 11, 2003, amended the terms of the respective indentures governing
its existing 12 7/8% Senior Discount Notes, 12 1/2% Senior Notes and 13 5/8%
Senior Notes to add Alamosa Holdings as a guarantor under the indentures. The
Company further amended the indentures governing these notes on October 29,
2003, after receiving the requisite consents from the holders of the notes, to
eliminate substantially all covenant protection under such indentures.

         Concurrently with the closing of the Exchange Offer, the Company
entered into amendments to certain of its agreements with Sprint (the "Sprint
Amendments") and to the credit facility governing the Senior Secured Credit
Facility (the "Bank Amendment"). The Company entered into the Sprint Amendments
to (i) simplify the manner in which financial settlements are determined and
settled between the Company and Sprint, (ii) settle outstanding disputed charges
between the Company and Sprint and (iii) provide clarity with respect to access
to information between the Company and Sprint. The Company entered into the Bank
Amendment to, among other things, modify the financial maintenance ratios in the
credit agreement and obtain the requisite consent to the execution of Sprint
Amendments.

         The successful restructuring of our debt as described above, coupled
with the economic benefits to us of the Sprint Amendments will provide for over
$240 million of principal debt reduction and over $260 million in cumulative
cash interest expense savings and expected economic benefits resulting from the
modifications to the Sprint agreements. Additionally, the amended covenants
under our Senior Secured Credit Facility will allow us the flexibility to pursue
attractive business opportunities and focus on adding quality customers to our
network.

         At September 30, 2003, we had $98,726 in cash and cash equivalents plus
an additional $1 in restricted cash held in escrow for debt service
requirements. We also had $25,000 remaining on the revolving portion of the
Senior Secured Credit Facility, subject to the restrictions discussed
previously. We believe that this $123,727 in cash and available borrowings is
sufficient to fund our working capital, capital expenditure and debt service
requirements through the point where such requirements will be funded through
free cash flow.

         Although, we do not anticipate the need to raise additional capital in
the upcoming year, our funding status is dependent on a number of factors
influencing our projections of operating cash flows, including those related to
subscriber growth, ARPU, churn and CPGA. Should actual results differ
significantly from these assumptions, our


                                       29
<PAGE>

liquidity position could be adversely affected and we could be in a position
that would require us to raise additional capital, which may or may not be
available on terms acceptable to us, if at all, and could have a material
adverse effect on our ability to achieve our intended business objectives.

         In addition, should the recent trends in our metrics which drove our
decision to pursue the exchange offer discussed previously continue to affect
our results, we may be unable to satisfy all of the covenants under the Senior
Secured Credit Facility. In such an event, we may need to obtain further
amendments to the amended and restated credit agreement relative to the Senior
Secured Credit Facility or seek other sources of financing, which may not be
available to us. If we are not able to get the amendment and fail to satisfy one
or more of the financial or other covenants under the Senior Secured Credit
Facility, it could result in an event of default on our debt.

         INFLATION - We believe that inflation has not had a significant impact
in the past and is not likely to have a significant impact in the foreseeable
future on our results of operations.

FUTURE TRENDS THAT MAY AFFECT OPERATING RESULTS, LIQUIDITY AND CAPITAL RESOURCES

         We may not be able to sustain our planned growth or obtain sufficient
revenue to achieve and sustain profitability. Recently, we have experienced
slowing net customer growth. Net customer growth was approximately 48,000 net
subscribers in the first quarter of 2002, 20,000 net subscribers in the second
quarter of 2002, 20,000 net subscribers in the third quarter of 2002 and
improved to 31,000 net subscribers in the fourth quarter of 2002 due to seasonal
activity. We added 16,000 net subscribers in the third quarter of 2003, which
was less than the 24,000 net subscribers added in the second quarter of 2003.
The trend of slowing subscriber growth experienced during 2002 is attributable
to increased churn and competition, slowing wireless subscriber growth and
weakened consumer confidence. The improvement in the early months of 2003 is
primarily attributable to decreased churn resulting from measures put in place
in 2002 to slow the addition of subscribers with sub-prime credit
characteristics, however the trend is beginning to deteriorate as evidenced by
the decline in net subscriber additions in the third quarter of 2003 compared to
the second quarter of 2003. We are currently experiencing net losses as we
continue to add subscribers, which requires a significant up-front investment in
acquiring those subscribers. If the current trend of slowing net customer growth
does not improve, it will lengthen the amount of time it will take for us to
reach a sufficient number of customers to achieve free cash flow, which in turn
will have a negative impact on liquidity and capital resources. Our business
plan reflects continuing growth in subscribers and free cash flow in 2003 as the
cash flow generated by the growing subscriber base exceeds costs incurred to
acquire new customers.

         We may continue to experience higher costs to acquire customers. For
the third quarter of 2003, our CPGA was $409 per activation compared to $375 per
activation in the second quarter of 2003. The fixed costs in our sales and
marketing organization are being allocated among a smaller number of activations
due to the slowdown in subscriber growth. In addition, handset subsidies have
been increasing due to more aggressive promotional efforts. With a higher CPGA,
customers must remain on our network for a longer period of time at a stable
ARPU to recover those acquisitions costs.

         We may continue to experience a higher churn rate. Our average customer
monthly churn (net of deactivations that take place within 30 days of the
activation date) for 2002 was 3.4 percent. This rate of churn is the highest
that we have experienced on an annual basis since the inception of the Company
and compares to 2.7 percent in 2001. We expect that in the near term churn will
remain higher than historical levels as a result of a greater percentage of
sub-prime versus prime credit class customers imbedded in the subscriber base in
our territory as a result of various programs that were run during 2001 and the
first two months of 2002 which encouraged sub-prime credit individuals to
subscribe to our service. We have experienced a significantly higher rate of
involuntary deactivations due to non-payment relating to these customers. During
the third quarter of 2003 we experienced an increase in our churn rate to 2.9
percent compared to 2.5 percent in the second quarter of 2003. If churn
increases over the long-term, we would lose the cash flow attributable to these
customers and have greater than projected losses.

         We may experience a significantly lower reciprocal roaming rate with
Sprint in 2003 and thereafter. Under our original agreements with Sprint, Sprint
had the right to change the reciprocal roaming rate. On April 27, 2001, we
entered into an agreement with Sprint which reduced the reciprocal roaming rate
from 20 cents per minute to 15 cents per minute beginning June 1, 2001, and to
12 cents per minute on October 1, 2001. For 2002, the rate was 10 cents per



                                       30
<PAGE>

minute. On January 1, 2003, the reciprocal rate was reduced to 5.8 cents per
minute, which Sprint has indicated represents a fair and reasonable return on
the cost of the underlying network based on an agreement in principle reached
with Sprint in 2001. The modifications to our affiliation agreements with Sprint
that became effective upon the successful restructuring of our debt fixes this
rate at 5.8 cents per minute until December 31, 2005. We are currently a net
receiver of roaming with Sprint, meaning that other PCS customers roam onto our
network at a higher rate than our customers roam onto other portions of the PCS
network of Sprint. The ratio of inbound to outbound Sprint PCS travel minutes
was 1.1 to 1 for the third quarter of 2003, and we expect this margin to trend
close to 1 to 1 over time.

         Our ability to borrow funds under the revolving portion of the Senior
Secured Credit Facility may be limited due to our failure to maintain or comply
with the restrictive financial and operating covenants contained in the
agreements covering our Senior Secured Credit Facility. We amended our credit
agreement on September 26, 2002 and modified certain of the financial and
operating covenants and are in compliance with the lending agreement at
September 30, 2003. We believe we will meet the requirements of these covenants
in future periods; however, if we do not, our ability to access the remaining
$25,000 in the form of the revolving portion of the Senior Secured Credit
Facility could be limited, which could have a material adverse impact on our
liquidity.

         We may incur significant handset subsidy costs for existing customers
who upgrade to a new handset. As our customer base matures and technological
advances in our services take place, more existing customers will begin to
upgrade to new handsets to take advantage of these services. We have limited
historical experience regarding the rate at which existing customers upgrade
their handsets and if more customers upgrade than we are currently anticipating,
it could have a material adverse impact on our earnings and cash flows.

         We may not be able to access the credit or equity markets for
additional capital if the liquidity discussed above is not sufficient for the
cash needs of our business. We continually evaluate options for additional
sources of capital to supplement our liquidity position and maintain maximum
financial flexibility. If the need for additional capital arises due to our
actual results differing significantly from our business plan or for any other
reason, we may be unable to raise additional capital.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires the fair value of a liability for
an asset retirement obligation to be recognized in the period that it is
incurred if a reasonable estimate of fair value can be made. The associated
asset retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. For our leased telecommunication facilities, primarily consisting
of cell sites and switch site operating leases and operating leases for retail
and office space, we have adopted SFAS No. 143 as of January 1, 2003.

         As previously disclosed, upon adoption of SFAS No. 143, we had
concluded that, for our leased telecommunication facilities, a liability could
not be reasonably estimated due to (1) our inability to reasonably assess the
probability of the likelihood that a lessor would enforce the remediation
requirements upon expiration of the lease term and therefore its impact on
future cash outflows, (2) our inability to estimate a potential range of
settlement dates due to our ability to renew site leases after the initial lease
expiration and (3) our limited experience in abandoning cell site locations and
actually incurring remediation costs.

         It is our understanding that further clarification has been provided by
the Securities and Exchange Commission ("SEC") regarding the accounting for
asset retirement obligations and specifically relating to factors to consider in
determining the estimated settlement dates and the probability of enforcement of
the remediation obligation. Based on this information, we have revised certain
of the estimates used in our original analysis and calculated an asset
retirement obligation for our leased telecommunication facilities. We determined
that the aforementioned asset retirement obligations did not have a material
impact on our consolidated results of operations, financial position or cash
flows for the three and nine month periods ended September 30, 2003, as well as
for each of the three month periods ended March 31 and June 30, 2003. As such,
we have recorded the asset retirement obligations in the three month period
ended September 30, 2003.

         As a result, an initial asset retirement obligation of $1,243 has been
recorded and classified in other non-current liabilities as of September 30,
2003. In addition, we also recorded a corresponding increase in property and
equipment



                                       31
<PAGE>

of $1,243 as of September 30, 2003. The effect on our statement of operations
for the three and nine month periods ended September 30, 2003 related to
accretion of the asset retirement obligation and depreciation of the
corresponding asset through September 30, 2003. Included in costs of services
and operations in the consolidated statement of operations for the three and
nine month periods ended September 30, 2003 is a charge of $524 related to the
accretion of the asset retirement obligations. Included in depreciation and
amortization in the consolidated statement of operations for the three and nine
month periods ended September 30, 2003 is a charge of $456 related to the
depreciation of the assets recorded in connection with the asset retirement
obligations. For purposes of determining the aforementioned asset retirement
obligations, we have assigned a 100% probability of enforcement to the
remediation obligations and have assumed an average settlement period of 20
years.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections as of April 2002," which rescinded or amended various existing
standards. One change addressed by this standard pertains to treatment of
extinguishments of debt as an extraordinary item. SFAS No. 145 rescinds SFAS No.
4, "Reporting Gains and Losses from Extinguishment of Debt" and states that an
extinguishment of debt cannot be classified as an extraordinary item unless it
meets the unusual or infrequent criteria outlined in Accounting Principles Board
Opinion No. 30 "Reporting the Results of Operations -- Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." The provisions of this statement are
effective for fiscal years beginning after May 15, 2002 and extinguishments of
debt that were previously classified as an extraordinary item in prior periods
that do not meet the criteria in Opinion 30 for classification as an
extraordinary item shall be reclassified. The adoption of SFAS No. 145 in the
quarter ending March 31, 2003 has resulted in a reclassification of the loss on
extinguishment of debt that we previously reported as an extraordinary item for
the year ended December 31, 2001.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
The provisions of this statement are effective for exit or disposal activities
initiated after December 31, 2002, and the adoption of this statement did not
have a material impact on our results of operations, financial position or cash
flows.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure," which is an amendment of
SFAS No. 123, "Accounting for Stock-Based Compensation." This statement provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The provisions of this statement are effective
for fiscal years ending after and interim periods beginning after December 15,
2002. As we continue to account for stock-based employee compensation using the
intrinsic value method under APB Opinion No. 25, we, as required, have only
adopted the revised disclosure requirements of SFAS No. 148 as of December 31,
2002.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities," which amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This Statement is effective for contracts entered into
or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003 and did not have a material impact on our results of operations,
financial position or cash flows.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
statement requires that an issuer classify a financial instrument that is within
its scope as a liability (or an asset in some circumstances) and is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003, except for mandatorily redeemable financial instruments of
nonpublic entities. The adoption of this statement did not have a material
impact on our results of operations, financial position or cash flows.

         The Emerging Issues Task Force ("EITF") of the FASB issued EITF
Abstract No. 00-21, "Revenue Arrangements with Multiple Deliverables," in May
2003. This abstract addresses certain aspects of the accounting by a vendor for
arrangements under which it will perform multiple revenue-generating activities.
Specifically, it addresses


                                       32
<PAGE>

how consideration should be measured and allocated to the separate units of
accounting in the arrangement. The guidance in this abstract became effective
for revenue arrangements entered into in fiscal periods beginning after June 15,
2003, and we have adopted of the provisions of this abstract as of July 1, 2003.

         We have elected to apply the accounting provisions of this abstract on
a prospective basis beginning July 1, 2003. Under the accounting provisions of
this abstract, we will allocate amounts charged to customers between the sale of
handsets and other equipment and the sale of wireless telecommunication services
in those transactions in distribution channels controlled by us. In many cases,
this will result in all amounts collected from the customer upon activation of
the handset being allocated to the sale of the handset. As a result of this
treatment, activation fees included in the consideration at the time of sale
will be recorded as handset revenue. Prior to the adoption of the provisions of
this abstract, we had deferred all activation fee revenue as well as activation
costs in a like amount and amortized these revenues and costs over the average
life of our subscribers. The existing deferred revenue and costs at July 1, 2003
will continue to be amortized along with that portion of activation fees
generated by customers outside of distribution channels controlled by us. The
impact of the adoption of these accounting provisions was not material to us.

         In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires that
upon issuance of a guarantee, a guarantor must recognize a liability for the
fair value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for guarantees issued after
December 31, 2002, while the disclosure requirements were effective for
financial statements for periods ending after December 15, 2002. At December 31,
2002, we had not entered into any material arrangement that would be subject to
the disclosure requirements of FIN 45. The adoption of FIN 45 did not have a
material impact on our consolidated financial statements.

         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"
or the "Interpretation"), "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51." The primary objectives of FIN 46 are to provide
guidance on the identification of entities for which control is achieved through
means other than through voting rights ("variable interest entities" or "VIEs")
and how to determine when and which business enterprise should consolidate the
VIE (the "primary beneficiary"). This new model for consolidation applies to an
entity which either (1) the equity investors (if any) do not have a controlling
financial interest or (2) the equity investment at risk is insufficient to
finance that entity's activities without receiving additional subordinated
financial support from other parties. In addition, FIN 46 requires that both the
primary beneficiary and all other enterprises with a significant variable
interest in a VIE make additional disclosures. For public entities with VIEs
created before February 1, 2003, the implementation and disclosure requirements
of FIN 46 are effective no later than the beginning of the first interim or
annual reporting period beginning after June 15, 2003. For VIEs created after
January 31, 2003, the requirements are effective immediately. The adoption of
FIN 46 did not have a material impact on our consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We do not engage in commodity futures trading activities and do not
enter into derivative financial instrument transactions for trading or other
speculative purposes. We also do not engage in transactions in foreign
currencies that could expose us to market risk.

         We are subject to some interest rate risk on our senior Secured Credit
Facility and any future floating rate financing.

         GENERAL HEDGING POLICIES - We enter into interest rate swap and collar
agreements to manage our exposure to interest rate changes on our variable rate
term portion of our Senior Secured Credit Facility. We seek to minimize
counterparty credit risk through stringent credit approval and review processes,
the selection of only the most creditworthy counterparties, continual review and
monitoring of all counterparties, and through legal review of contracts. We also
control exposure to market risk by regularly monitoring changes in interest rate
positions under normal and stress conditions to ensure that they do not exceed
established limits. Our derivative transactions are used for hedging purposes
only and comply with Board-approved policies. Senior management receives
frequent status updates of all outstanding derivative positions.



                                       33
<PAGE>

         INTEREST RATE RISK MANAGEMENT - Our interest rate risk management
program focuses on minimizing exposure to interest rate movements by setting an
optimal mixture of floating and fixed-rate debt. We utilize interest rate swaps
and collars to adjust our risk profile relative to our floating rate Senior
Secured Credit Facility. We have hedges in place on approximately 42 percent of
the outstanding advances under our Senior Secured Credit Facility at September
30, 2003.

         The following table presents the estimated future outstanding long-term
debt at the end of each year and future required annual principal payments for
each year then ended associated with the senior discount notes, capital leases
and the credit facility financing based on our projected level of long-term
indebtedness. This table reflects information as of December 31, 2002 and has
not been adjusted to reflect the closing of the Exchange Offer on November 10,
2003:

<TABLE>
<CAPTION>
                                                                     YEARS ENDING DECEMBER 31,
                                          ----------------------------------------------------------------------------------
                                             2003         2004          2005           2006           2007        THEREAFTER
                                          ----------    ---------    ----------     -----------    ----------     ----------
                                                                      (DOLLARS IN MILLIONS)
<S>                                       <C>           <C>          <C>            <C>            <C>            <C>
Fixed Rate Instruments.................
     12 7/8% senior discount notes (4).   $     305     $    345     $     350      $     350      $     350      $      --
       Fixed interest rate.............      12.875%      12.875%       12.875%        12.875%        12.875%        12.875%
       Principal payments..............          --           --            --             --             --            350
     12 1/2% senior notes..............         250          250           250            250            250             --
       Fixed interest rate.............      12.500%      12.500%       12.500%        12.500%        12.500%        12.500%
       Principal payments..............          --           --            --             --             --            250
     13 5/8% senior notes..............         150          150           150            150            150             --
       Fixed interest rate.............      13.625%      13.625%       13.625%        13.625%        13.625%        13.625%
       Principal payments..............          --           --            --             --             --            150
Capital leases.........................
     Annual minimum lease payments (1).   $   1.332     $   .596     $    .170      $    .150      $    .144      $    .744
     Average Interest Rate.............      12.000%      12.000%       12.000%        12.000%        12.000%        12.000%
Variable Rate Instruments:
     Senior Secured Credit Facility (2)   $     200     $    178     $     133      $      83      $      18      $      --
     Average Interest Rate (3).........        7.25%       7.25%          7.25%          7.25%          7.25%          7.25%
       Principal payments..............          --           22            45             50             65             18
</TABLE>

(1)      These amounts represent the estimated minimum annual payments due under
         our estimated capital lease obligations for the periods presented.

(2)      The amounts represent estimated year-end balances under the credit
         facility based on a projection of the funds borrowed under that
         facility pursuant to our current plan of network build-out.

(3)      Interest rate on the Senior Secured Credit Facility advances equal, at
         our option, either (i) the London Interbank Offered Rate adjusted for
         any statutory reserves ("LIBOR"), or (ii) the base rate which is
         generally the higher of the administrative agent's base rate, the
         federal funds effective rate plus 0.50% or the administrative agent's
         base CD rate plus 0.50%, in each case plus an interest margin which is
         initially 4.00% for LIBOR borrowings and 3.00% for base rate borrowings
         as of September 30, 2003. The applicable interest margins are subject
         to reductions under a pricing grid based on ratios of our total debt to
         our earnings before interest, taxes, depreciation and amortization
         ("EBITDA"). The interest rate margins will increase by an additional
         200 basis points in the event we fail to pay principal, interest or
         other amounts as they become due and payable under the Senior Secured
         Credit Facility.

(4)      Interest will accrete on the senior discount notes through February
         2005, at which time the notes will begin to require cash payments of
         interest with the first semi-annual cash interest payment due in August
         2005.

         We are also required to pay quarterly in arrears a commitment fee on
the unfunded portion of the commitment of each lender. The commitment fee
accrues at a rate per annum equal to (i) 1.50% on each day when the utilization
(determined by dividing the total amount of loans plus outstanding letters of
credit under the Senior Secured Credit Facility by the total commitment amount
under the Senior Secured Credit Facility) of the Senior Secured Credit Facility
is less than or equal to 33.33%, (ii) 1.25% on each day when utilization is
greater than 33.33% but less than or equal to 66.66% and (iii) 1.00% on each day
when utilization is greater than 66.66%. We have entered into derivative hedging
instruments to hedge a portion of the interest rate risk associated with
borrowings under the Senior Secured Credit Facility. For purposes of this table,
we have used an assumed average interest rate of 7.25%.



                                       34
<PAGE>


         Our primary market risk exposure relates to:

         o  the interest rate risk on long-term and short-term borrowings;

         o  our ability to refinance our senior discount notes at maturity at
            market rates; and

         o  the impact of interest rate movements on our ability to meet
            interest expense requirements and meet financial covenants.

         As a condition to the Senior Secured Credit Facility, we must maintain
one or more interest rate protection agreements in an amount equal to a portion
of the total debt under the credit facility. We do not hold or issue financial
or derivative financial instruments for trading or speculative purposes. While
we cannot predict our ability to refinance existing debt or the impact that
interest rate movements will have on our existing debt, we continue to evaluate
our financial position on an ongoing basis.

         At September 30, 2003, we had entered into the following interest rate
swaps:

<TABLE>
<CAPTION>
        INSTRUMENT                           NOTIONAL              TERM            FAIR VALUE
        ---------------                    ------------         -----------     -----------------
        <S>                                <C>                   <C>            <C>
        4.9475% Interest rate swap         $    21,690            3 years       $          (633)
        4.9350% Interest rate swap         $    28,340            3 years                  (726)
                                                                                -----------------
                                                                                $        (1,359)
                                                                                =================
</TABLE>


         These swaps are designated as cash flow hedges such that the fair value
is recorded as a liability in the September 30, 2003 consolidated balance sheet
with changes in fair value (net of tax) shown as a component of other
comprehensive income.

         We also entered into an interest rate collar with the following terms:

<TABLE>
<CAPTION>
         NOTIONAL     MATURITY     CAP STRIKE PRICE      FLOOR STRIKE PRICE     FAIR VALUE
         --------     --------     ----------------      ------------------     ----------
         <S>          <C>          <C>                   <C>                    <C>
         $28,340       5/15/04            7.00%                 4.12%             $ (644)
</TABLE>

         This collar does not receive hedge accounting treatment such that the
fair value is reflected as a liability in the September 30, 2003 consolidated
balance sheet and the change in fair value has been reflected as an adjustment
to interest expense.

         In addition to the swaps and collar discussed above, we purchased an
interest rate cap in February 2002 with a notional amount of $5,000 and a strike
price of 7.00%. This cap does not receive hedge accounting treatment and has no
value at September 30, 2003.

         These fair value estimates are subjective in nature and involve
uncertainties and matters of considerable judgment and therefore, cannot be
determined with precision. Changes in assumptions could significantly affect
these estimates.

ITEM 4. CONTROLS AND PROCEDURES

         (a) Disclosure Controls and Procedures. The Company's management, with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this report. Based on such evaluation, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Company's disclosure controls and
procedures are effective in recording, processing, summarizing and reporting, on
a timely basis, information required to be disclosed by the Company in the
reports that it files or submits under the


                                       35
<PAGE>

Exchange Act.

         (b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         We have been named as a defendant in a number of purported securities
class actions in the United States District Court for the Southern District of
New York, arising out of our initial public offering (the "IPO"). Various
underwriters of the IPO also are named as defendants in the actions. The action
against us is one of more than 300 related class actions which have been
consolidated and are pending in the same court. The complainants seek to recover
damages and allege, among other things, that the registration statement and
prospectus filed with the U.S. Securities and Exchange Commission for purposes
of the IPO were false and misleading because they failed to disclose that the
underwriters allegedly (i) solicited and received commissions from certain
investors in exchange for allocating to them shares of common stock in
connection with the IPO, and (ii) entered into agreements with their customers
to allocate such stock to those customers in exchange for the customers agreeing
to purchase additional Company shares in the aftermarket at pre-determined
prices. On February 19, 2003, the Court granted motions by us and 115 other
issuers to dismiss the claims under Rule 10b-5 of the Exchange Act which had
been asserted against them. The Court denied the motions by us and virtually all
of the other issuers to dismiss the claims asserted against them under Section
11 of the Securities Act. We maintain insurance coverage which may mitigate our
exposure to loss in the event that this claim is not resolved in our favor.

         The issuers in the IPO cases, including us, have reached an agreement
in principle with the plaintiffs to settle the claims asserted by the plaintiffs
against them. Under the terms of the proposed settlement, the insurance carriers
for the issuers will pay the plaintiffs the difference between $1 billion and
all amounts which the plaintiffs recover from the underwriter defendants by way
of settlement or judgment. Accordingly, no payment on behalf of the issuers
under the proposed settlement will be made by the issuers themselves. The claims
against the issuers will be dismissed, and the issuers and their officers and
directors will receive releases from the plaintiffs. Under the terms of the
proposed settlement, the issuers will also assign to plaintiffs certain claims
which they may have against the underwriters arising out of the IPOs, and the
issuers will also agree not to assert certain other claims which they may have
against the underwriters, without plaintiffs' consent. The proposed settlement
is subject to the approval of the Court.

         On January 23, 2001, the Company's board of directors, in a unanimous
decision, terminated the employment of Jerry Brantley, then President and COO of
the Company. On April 29, 2002, Mr. Brantley initiated litigation against us and
our Chairman, David E. Sharbutt in the District Court of Lubbock County, Texas,
22nd Judicial District, alleging wrongful termination, among other things. On
September 27, 2002, the Court entered an Agreed Order Compelling Arbitration. A
panel of three arbitrators has been selected. We believe that there is no basis
for Mr. Brantley's claim and intend to vigorously defend the lawsuit.

         On January 8, 2003, a claim was made against us by Southwest Antenna
and Tower, Inc. ("SWAT") in the Second Judicial District Court, County of
Bernalillo, State of New Mexico, for monies due on an open account. SWAT sought
to recover approximately $2.0 million from the Company relating to work
performed by SWAT during 2000 for Roberts Wireless Communications, LLC, which
was acquired by us in the first quarter of 2001. This claim was settled for
$0.875 million during the second quarter of 2003.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         None.



                                       36
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5. OTHER INFORMATION.

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

   (a)   The following set forth those exhibits filed pursuant to Item 601 of
         Regulation S-K:

         EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number     Exhibit Title
--------------     -------------
    <S>           <C>

     3.1            Certificate of the Designations, Powers, Preferences and
                    Rights of Series B Convertible Preferred Stock of Alamosa
                    Holdings, Inc.

     3.2            Certificate of the Designations, Powers, Preferences and
                    Rights of Series C Convertible Preferred Stock of Alamosa
                    Holdings, Inc.

     4.1            Indenture for 11% Senior Notes due 2010, dated as of
                    November 10, 2003, by and among Alamosa (Delaware), Inc.,
                    the Subsidiary Guarantors party thereto and Wells Fargo Bank
                    Minnesota, N.A., as trustee.

     4.2            Indenture for 12% Senior Discount Notes due 2009, dated as
                    of November 10, 2003, by and among Alamosa (Delaware), Inc.,
                    the Subsidiary Guarantors party thereto and Wells Fargo Bank
                    Minnesota, N.A., as trustee.

     4.3            Global Note relating to the 11% Senior Note due 2010.

     4.4            Global Note relating to the 12% Senior Discount Note due
                    2009.

     4.5            Fourth Supplemental Indenture for 12 7/8% Senior Discount
                    Notes due 2010, dated as of September 11, 2003, by and among
                    Alamosa (Delaware), Inc., Alamosa Holdings, Inc., the
                    Subsidiary Guarantors party thereto and Wells Fargo Bank
                    Minnesota, N.A., as trustee.

     4.6            Fifth Supplemental Indenture for 12 7/8% Senior Discount
                    Notes due 2010, dated as of October 29, 2003, by and among
                    Alamosa (Delaware), Inc., Alamosa Holdings, Inc., the
                    Subsidiary Guarantors party thereto and Wells Fargo Bank
                    Minnesota, N.A., as trustee.

     4.7            Third Supplemental Indenture for 12 1/2% Senior Notes due
                    2011, dated as of September 11, 2003, by and among Alamosa
                    (Delaware), Inc., Alamosa Holdings, Inc., the Subsidiary
                    Guarantors party thereto and Wells Fargo Bank Minnesota,
                    N.A., as trustee.

     4.8            Fourth Supplemental Indenture for 12 1/2% Senior Notes due
                    2011, dated as of October 29, 2003, by and among Alamosa
                    (Delaware), Inc., Alamosa Holdings, Inc., the Subsidiary
                    Guarantors party thereto and Wells Fargo Bank Minnesota,
                    N.A., as trustee.

     4.9            First Supplemental Indenture for 13 5/8% Senior Notes due
                    2011, dated as of September 11, 2003, by and among Alamosa
                    (Delaware), Inc., Alamosa Holdings, Inc., the Subsidiary
                    Guarantors party thereto and Wells Fargo Bank Minnesota,
                    N.A., as trustee.


                                       37

<PAGE>

     4.10           Second Supplemental Indenture for 13 5/8% Senior Notes due
                    2011, dated as of October 29, 2003, by and among Alamosa
                    (Delaware), Inc., Alamosa Holdings, Inc., the Subsidiary
                    Guarantors party thereto and Wells Fargo Bank Minnesota,
                    N.A., as trustee.

     10.1           Eighth Amendment and Waiver, dated as of October 27, 2003,
                    to the Amended and Restated Credit Agreement, among Alamosa
                    Holdings, Inc., Alamosa (Delaware), Inc., Alamosa Holdings,
                    LLC, the Lenders party thereto and Citicorp USA, Inc., as
                    Administrative Agent and Collateral Agent.

     10.2           Addendum VI to Sprint PCS Management Agreement and Sprint
                    PCS Services Agreement, dated as of September 12, 2003, by
                    and among Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                    Communications Company L.P. and Washington Oregon Wireless,
                    LLC.

     10.3           Addendum X to Sprint PCS Management Agreement and Sprint PCS
                    Services Agreement, dated as of September 12, 2003, by and
                    among Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                    Communications Company L.P. and Texas Telecommunications LP.

     10.4           Addendum V to Sprint PCS Management Agreement and Sprint PCS
                    Services Agreement, dated as of September 12, 2003, by and
                    among Sprint Spectrum L.P., SprintCom, Inc., WirelessCo,
                    L.P., Sprint Communications Company L.P. and Southwest PCS,
                    L.P.

     10.5           Addendum IX to Sprint PCS Management Agreement and Sprint
                    PCS Services Agreement, dated as of September 12, 2003, by
                    and among Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                    Communications Company L.P. and Alamosa Wisconsin Limited
                    Partnership.

     10.6           Addendum X to Sprint PCS Management Agreement and Sprint PCS
                    Services Agreement, dated as of September 12, 2003, by and
                    among Sprint Spectrum L.P., WirelessCo, L.P., Sprint
                    Communications Company L.P. and Alamosa Missouri, LLC.

     10.7           Settlement Agreement and Mutual Release, dated as of
                    September 12, 2003, by and among Sprint Spectrum L.P.,
                    SprintCom, Inc., Sprint Communications Company L.P.,
                    WirelessCo, L.P., Alamosa Holdings, Inc., Alamosa
                    (Delaware), Inc., Alamosa Missouri, LLC, Southwest PCS,
                    L.P., Washington Oregon Wireless LLC, Alamosa Wisconsin
                    Limited Partnership and Texas Telecommunications, LP.

     10.8           Amendment to the Amended and Restated Alamosa Holdings, Inc.
                    Employee Stock Purchase Plan.

     31.1           Certification of CEO Pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.

     31.2           Certification of CFO Pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002.

     32.1           Certification of CEO Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.

     32.2           Certification of CFO Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.
</TABLE>

   (b)   The following sets forth the current reports on Form 8-K that have been
         filed during the quarterly period for which this report is filed:

         Current Report on Form 8-K filed on August 8, 2003 (Item 12).

         Current Report on Form 8-K filed on September 12, 2003 (Items 5, 7 and
         9).

         Current Report on Form 8-K filed on September 22, 2003 (Item 9).


                                       38
<PAGE>


SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           ALAMOSA HOLDINGS, INC.
                                           Registrant

                                           /s/ David E. Sharbutt
                                           -----------------------------------
                                           David E. Sharbutt
                                           Chairman of the Board of Directors
                                           and Chief Executive Officer
                                           (Principal Executive Officer)

                                           /s/ Kendall W. Cowan
                                           -----------------------------------
                                           Kendall W. Cowan
                                           Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)




                                       39
<PAGE>


     EXHIBIT INDEX

     Exhibit Number           Exhibit Title
     --------------           -------------

     3.1                      Certificate of the Designations, Powers,
                              Preferences and Rights of Series B Convertible
                              Preferred Stock of Alamosa Holdings, Inc.

     3.2                      Certificate of the Designations, Powers,
                              Preferences and Rights of Series C Convertible
                              Preferred Stock of Alamosa Holdings, Inc.

     4.1                      Indenture for 11% Senior Notes due 2010, dated as
                              of November 10, 2003, by and among Alamosa
                              (Delaware), Inc., the Subsidiary Guarantors party
                              thereto and Wells Fargo Bank Minnesota, N.A., as
                              trustee.

     4.2                      Indenture for 12% Senior Discount Notes due 2009,
                              dated as of November 10, 2003, by and among
                              Alamosa (Delaware), Inc., the Subsidiary
                              Guarantors party thereto and Wells Fargo Bank
                              Minnesota, N.A., as trustee.

     4.3                      Global Note relating to the 11% Senior Note due
                              2010.

     4.4                      Global Note relating to the 12% Senior Discount
                              Note due 2009.

     4.5                      Fourth Supplemental Indenture for 12 7/8% Senior
                              Discount Notes due 2010, dated as of September 11,
                              2003, by and among Alamosa (Delaware), Inc.,
                              Alamosa Holdings, Inc., the Subsidiary Guarantors
                              party thereto and Wells Fargo Bank Minnesota,
                              N.A., as trustee.

     4.6                      Fifth Supplemental Indenture for 12 7/8% Senior
                              Discount Notes due 2010, dated as of October 29,
                              2003, by and among Alamosa (Delaware), Inc.,
                              Alamosa Holdings, Inc., the Subsidiary Guarantors
                              party thereto and Wells Fargo Bank Minnesota,
                              N.A., as trustee.

     4.7                      Third Supplemental Indenture for 12 1/2% Senior
                              Notes due 2011, dated as of September 11, 2003, by
                              and among Alamosa (Delaware), Inc., Alamosa
                              Holdings, Inc., the Subsidiary Guarantors party
                              thereto and Wells Fargo Bank Minnesota, N.A., as
                              trustee.

     4.8                      Fourth Supplemental Indenture for 12 1/2% Senior
                              Notes due 2011, dated as of October 29, 2003, by
                              and among Alamosa (Delaware), Inc., Alamosa
                              Holdings, Inc., the Subsidiary Guarantors party
                              thereto and Wells Fargo Bank Minnesota, N.A., as
                              trustee.

     4.9                      First Supplemental Indenture for 13 5/8% Senior
                              Notes due 2011, dated as of September 11, 2003, by
                              and among Alamosa (Delaware), Inc., Alamosa
                              Holdings, Inc., the Subsidiary Guarantors party
                              thereto and Wells Fargo Bank Minnesota, N.A., as
                              trustee.

                                       40
<PAGE>


     4.10                     Second Supplemental Indenture for 13 5/8% Senior
                              Notes due 2011, dated as of October 29, 2003, by
                              and among Alamosa (Delaware), Inc., Alamosa
                              Holdings, Inc., the Subsidiary Guarantors party
                              thereto and Wells Fargo Bank Minnesota, N.A., as
                              trustee.

     10.1                     Eighth Amendment and Waiver, dated as of October
                              27, 2003, to the Amended and Restated Credit
                              Agreement, among Alamosa Holdings, Inc., Alamosa
                              (Delaware), Inc., Alamosa Holdings, LLC, the
                              Lenders party thereto and Citicorp USA, Inc., as
                              Administrative Agent and Collateral Agent.

     10.2                     Addendum VI to Sprint PCS Management Agreement and
                              Sprint PCS Services Agreement, dated as of
                              September 12, 2003, by and among Sprint Spectrum
                              L.P., WirelessCo, L.P., Sprint Communications
                              Company L.P. and Washington Oregon Wireless, LLC.

     10.3                     Addendum X to Sprint PCS Management Agreement and
                              Sprint PCS Services Agreement, dated as of
                              September 12, 2003, by and among Sprint Spectrum
                              L.P., WirelessCo, L.P., Sprint Communications
                              Company L.P. and Texas Telecommunications LP.

     10.4                     Addendum V to Sprint PCS Management Agreement and
                              Sprint PCS Services Agreement, dated as of
                              September 12, 2003, by and among Sprint Spectrum
                              L.P., SprintCom, Inc., WirelessCo, L.P., Sprint
                              Communications Company L.P. and Southwest PCS,
                              L.P.

     10.5                     Addendum IX to Sprint PCS Management Agreement and
                              Sprint PCS Services Agreement, dated as of
                              September 12, 2003, by and among Sprint Spectrum
                              L.P., WirelessCo, L.P., Sprint Communications
                              Company L.P. and Alamosa Wisconsin Limited
                              Partnership.

     10.6                     Addendum X to Sprint PCS Management Agreement and
                              Sprint PCS Services Agreement, dated as of
                              September 12, 2003, by and among Sprint Spectrum
                              L.P., WirelessCo, L.P., Sprint Communications
                              Company L.P. and Alamosa Missouri, LLC.

     10.7                     Settlement Agreement and Mutual Release, dated as
                              of September 12, 2003, by and among Sprint
                              Spectrum L.P., SprintCom, Inc., Sprint
                              Communications Company L.P., WirelessCo, L.P.,
                              Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,
                              Alamosa Missouri, LLC, Southwest PCS, L.P.,
                              Washington Oregon Wireless LLC, Alamosa Wisconsin
                              Limited Partnership and Texas Telecommunications,
                              LP.

     10.8                     Amendment to the Amended and Restated Alamosa
                              Holdings, Inc. Employee Stock Purchase Plan.

     31.1                     Certification of CEO Pursuant to Section 302 of
                              the Sarbanes-Oxley Act of 2002.

                                       41
<PAGE>

     31.2                     Certification of CFO Pursuant to Section 302 of
                              the Sarbanes-Oxley Act of 2002.

     32.1                     Certification of CEO Pursuant to 18 U.S.C. Section
                              1350, as Adopted Pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.

     32.2                     Certification of CFO Pursuant to 18 U.S.C. Section
                              1350, as Adopted Pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.




                                       42