UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-Q

(MarkOne)

|        |                                                                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLYREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the quarterly period ended September 30, 2004 |

OR

|        |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 for the transition period from                         to                         |

COMMISSION FILENUMBER: 0-32357

ALAMOSA HOLDINGS,INC.

(Exact name of registrant as specified initscharter)

|                                                               |  |                                     |  |  |  |  |
|---------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| DELAWARE                                                      |  | 75-2890997                          |
| (Stateor other jurisdiction of incorporation or organization) |  | (I.R.S. EmployerIdentification No.) |
|                                                               |

5225 SOUTH LOOP 289, SUITE120LUBBOCK, TEXAS 79424(Address of principalexecutive offices, including zip code)

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

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

YES       NO   

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

YES       NO   

As ofNovember 4, 2004, 114,781,044 shares of common stock, $0.01 par valueper share, were issued andoutstanding.

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ALAMOSAHOLDINGS, INC.

TABLE OFCONTENTS

|                |  |                                                                                                                       |    |        |        |        |  |  |  |  |
|----------------|--|-----------------------------------------------------------------------------------------------------------------------|----|--------|--------|--------|--|--|--|--|
|           |  |                                                                                                                  |    | PAGE   |
| **PARTI**      |  | **FINANCIALINFORMATION**                                                                                              |    |   |   |   |
| Item1.         |  | FinancialStatements                                                                                                   |    |   |   |   |
|           |  | Consolidated BalanceSheets at September 30, 2004 and December 31, 2003(unaudited)                                     |    |   | 3      |   |
|           |  | ConsolidatedStatements of Operations for the three months and nine months endedSeptember 30, 2004 and 2003(unaudited) |    |   | 4      |   |
|           |  | ConsolidatedStatements of Cash Flows for the nine months ended September30, 2004 and 2003(unaudited)                  |    |   | 5      |   |
|           |  | Notes to theConsolidated Financial Statements                                                                         |    |   | 6      |   |
| Item2.         |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations                                  |    |   | 19     |   |
| Item3.         |  | Quantitative and Qualitative Disclosures About MarketRisk                                                             |    |   | 29     |   |
| Item 4.        |  | Controls andProcedures                                                                                                |    |   | 30     |   |
| **PARTII**     |  | **OTHERINFORMATION**                                                                                                  |    |
| Item 1.        |  | LegalProceedings                                                                                                      |    |   | 31     |   |
| Item 2.        |  | UnregisteredSales of Equity Securities and Use ofProceeds                                                             |    |   | 32     |   |
| Item 3.        |  | Defaults UponSenior Securities                                                                                        |    |   | 32     |   |
| Item4.         |  | Submission of Matters to a Vote of SecurityHolders                                                                    |    |   | 32     |   |
| Item 5.        |  | OtherInformation                                                                                                      |    |   | 32     |   |
| Item6.         |  | Exhibits                                                                                                              |    |   | 32     |   |
| **SIGNATURES** |  |                                                                                                                  | 33 |   |
|                |

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PART I –FINANCIAL INFORMATIONITEM 1.    FINANCIAL STATEMENTS

ALAMOSA HOLDINGS, INC.CONSOLIDATED BALANCESHEETS(UNAUDITED)(dollars in thousands, except shareinformation)

|                                                                                                                                    |  |                   |           |                  |  |        |           |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                                               |  | September30, 2004 |           | December 31,2003 |
| ASSETS                                                                                                                             |  |              |      |             |  |   |      |    |
| Currentassets:                                                                                                                     |  |              |      |             |  |   |      |    |
| Cash and cashequivalents                                                                                                           |  | $                 | 109,269   |             |  | $      | 99,644    |    |
| Restrictedcash                                                                                                                     |  |              | —   |             |  |   | 1         |    |
| Short terminvestments                                                                                                              |  |              | 50,342    |             |  |   | —   |    |
| Customeraccounts receivable, net                                                                                                   |  |              | 45,164    |             |  |   | 28,034    |    |
| Receivablefrom Sprint                                                                                                              |  |              | 18,531    |             |  |   | 22,947    |    |
| Inventory                                                                                                                          |  |              | 6,778     |             |  |   | 7,309     |    |
| Prepaid expensesand other assets                                                                                                   |  |              | 10,816    |             |  |   | 9,763     |    |
| Deferredcustomer acquisition costs                                                                                                 |  |              | 6,884     |             |  |   | 8,060     |    |
| Deferred taxasset                                                                                                                  |  |              | 4,572     |             |  |   | 4,572     |    |
| Totalcurrent assets                                                                                                                |  |              | 252,356   |             |  |   | 180,330   |    |
| Property andequipment, net                                                                                                         |  |              | 431,363   |             |  |   | 434,840   |    |
| Debtissuance costs, net                                                                                                            |  |              | 9,286     |             |  |   | 14,366    |    |
| Earlyredemption option on preferred stock                                                                                          |  |              | 23,637    |             |  |   | 21,687    |    |
| Intangibleassets, net                                                                                                              |  |              | 424,283   |             |  |   | 448,354   |    |
| Othernoncurrent assets                                                                                                             |  |              | 4,700     |             |  |   | 6,393     |    |
| Totalassets                                                                                                                        |  | $                 | 1,145,625 |             |  | $      | 1,105,970 |    |
| LIABILITIES,REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS'EQUITY                                                         |  |              |      |             |  |   |      |    |
| Currentliabilities:                                                                                                                |  |              |      |             |  |   |      |    |
| Accountspayable                                                                                                                    |  | $                 | 25,880    |             |  | $      | 33,247    |    |
| Accruedexpenses                                                                                                                    |  |              | 43,272    |             |  |   | 37,325    |    |
| Payable toSprint                                                                                                                   |  |              | 26,729    |             |  |   | 26,616    |    |
| Interestpayable                                                                                                                    |  |              | 8,423     |             |  |   | 5,353     |    |
| Deferredrevenue                                                                                                                    |  |              | 23,284    |             |  |   | 22,742    |    |
| Currentinstallments of capital leases                                                                                              |  |              | 168       |             |  |   | 481       |    |
| Totalcurrent liabilities                                                                                                           |  |              | 127,756   |             |  |   | 125,764   |    |
| Longterm liabilities:                                                                                                              |  |              |      |             |  |   |      |    |
| Capitallease obligations                                                                                                           |  |              | 777       |             |  |   | 812       |    |
| Other noncurrentliabilities                                                                                                        |  |              | 6,225     |             |  |   | 8,693     |    |
| Deferred taxliability                                                                                                              |  |              | 15,963    |             |  |   | 15,966    |    |
| Senior secureddebt                                                                                                                 |  |              | —   |             |  |   | 200,000   |    |
| Seniornotes                                                                                                                        |  |              | 732,722   |             |  |   | 464,424   |    |
| Totallong term liabilities                                                                                                         |  |              | 755,687   |             |  |   | 689,895   |    |
| Totalliabilities                                                                                                                   |  |              | 883,443   |             |  |   | 815,659   |    |
| Commitmentsand contingencies (see Note 15)                                                                                         |  |              | —   |             |  |   | —   |    |
| Redeemableconvertible preferredstock:                                                                                              |  |              |      |             |  |   |      |    |
| Series B preferredstock, $.01 par value, 750,000 shares authorized; 479,849 and 679,495shares issued and outstanding, respectively |  |              | 161,438   |             |  |   | 228,606   |    |
| Series Cpreferred stock, $.01 par value; 500,000 shares authorized; no sharesissued                                                |  |              | —   |             |  |   | —   |    |
| Totalredeemable convertible preferred stock                                                                                        |  |              | 161,438   |             |  |   | 228,606   |    |
| Stockholders'equity:                                                                                                               |  |              |      |             |  |   |      |    |
| Preferred stock,$.01 par value; 8,750,000 shares authorized; no shares issued                                                      |  |              | —   |             |  |   | —   |    |
| Commonstock, $.01 par value; 290,000,000 shares authorized, 114,191,880 and95,401,557 shares issued and outstanding, respectively  |  |              | 1,142     |             |  |   | 954       |    |
| Additional paid-incapital                                                                                                          |  |              | 860,512   |             |  |   | 800,992   |    |
| Accumulateddeficit                                                                                                                 |  |              | (760,652  | )           |  |   | (739,566  | )  |
| Unearnedcompensation                                                                                                               |  |              | (258      | )           |  |   | (145      | )  |
| Accumulatedother comprehensive loss, net of tax                                                                                    |  |              | —   |             |  |   | (530      | )  |
| Totalstockholders' equity                                                                                                          |  |              | 100,744   |             |  |   | 61,705    |    |
| Totalliabilities and stockholders' equity                                                                                          |  | $                 | 1,145,625 |             |  | $      | 1,105,970 |    |
|                                                                                                                                    |

Theaccompanying notes are an integral part of the consolidated financialstatements.

3

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ALAMOSA HOLDINGS, INC.CONSOLIDATEDSTATEMENTS OF OPERATIONS (UNAUDITED)(dollars in thousands,except per shareamounts)

|                                                                                                                                                                                                                                             |  |                                         |             |                                       |  |        |            |         |  |        |             |         |  |        |            |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------------|-------------|---------------------------------------|--|--------|------------|---------|--|--------|-------------|---------|--|--------|------------|---------|--|--|
|                                                                                                                                                                                                                                        |  | Forthe three months ended September 30, |             | For the ninemonths ended September30, |
|                                                                                                                                                                                                                                        |  | 2004                                    |             | 2003                                  |  | 2004   |            | 2003    |
| Revenues:                                                                                                                                                                                                                                   |  |
| Subscriberrevenues                                                                                                                                                                                                                          |  | $                                       | 143,623     |                                  |  | $      | 116,665    |    |  | $      | 401,938     |    |  | $      | 335,239    |    |
| Roamingand wholesale revenues                                                                                                                                                                                                               |  |                                    | 59,106      |                                  |  |   | 41,126     |    |  |   | 153,964     |    |  |   | 107,956    |    |
| Servicerevenues                                                                                                                                                                                                                             |  |                                    | 202,729     |                                  |  |   | 157,791    |    |  |   | 555,902     |    |  |   | 443,195    |    |
| Productsales                                                                                                                                                                                                                                |  |                                    | 8,637       |                                  |  |   | 8,599      |    |  |   | 25,483      |    |  |   | 19,697     |    |
| Totalrevenue                                                                                                                                                                                                                                |  |                                    | 211,366     |                                  |  |   | 166,390    |    |  |   | 581,385     |    |  |   | 462,892    |    |
| Costsand expenses:                                                                                                                                                                                                                          |  |
| Cost of service and operations(excluding non-cash compensation of $2 and $4 for the three monthsended September 30, 2004 and 2003, respectively, and $6 and $12 for thenine months ended September 30, 2004 and 2003, respectively)         |  |                                    | 99,250      |                                  |  |   | 83,313     |    |  |   | 276,528     |    |  |   | 242,912    |    |
| Costof products sold                                                                                                                                                                                                                        |  |                                    | 20,265      |                                  |  |   | 14,913     |    |  |   | 56,427      |    |  |   | 40,156     |    |
| Sellingand marketing (excluding non-cash compensation of $2 and $4 for thethree months ended September 30, 2004 and 2003, respectively and $6 and$12 for the nine months ended September 30, 2004 and 2003,respectively)                    |  |                                    | 40,090      |                                  |  |   | 29,801     |    |  |   | 102,922     |    |  |   | 84,531     |    |
| Generaland administrative expenses (excluding non-cash compensation of $26 and$37 for the three months ended September 30, 2004 and 2003,respectively, and $69 and $261 for the nine months ended September 30,2004 and 2003, respectively) |  |                                    | 5,861       |                                  |  |   | 4,084      |    |  |   | 17,284      |    |  |   | 12,471     |    |
| Depreciationand amortization                                                                                                                                                                                                                |  |                                    | 25,886      |                                  |  |   | 28,235     |    |  |   | 78,793      |    |  |   | 82,536     |    |
| Impairmentof property and equipment                                                                                                                                                                                                         |  |                                    | 172         |                                  |  |   | 291        |    |  |   | 3,082       |    |  |   | 685        |    |
| Non-cashcompensation                                                                                                                                                                                                                        |  |                                    | 30          |                                  |  |   | 45         |    |  |   | 81          |    |  |   | 285        |    |
| Totalcosts and expenses                                                                                                                                                                                                                     |  |                                    | 191,554     |                                  |  |   | 160,682    |    |  |   | 535,117     |    |  |   | 463,576    |    |
| Income(loss) from operations                                                                                                                                                                                                                |  |                                    | 19,812      |                                  |  |   | 5,708      |    |  |   | 46,268      |    |  |   | (684       | )  |
| Losson debt extinguishment                                                                                                                                                                                                                  |  |                                    | —     |                                  |  |   | —    |    |  |   | (13,101     | )  |  |   | —    |    |
| Debtexchange expenses                                                                                                                                                                                                                       |  |                                    | —     |                                  |  |   | (2,332     | )  |  |   | —     |    |  |   | (3,528     | )  |
| Gainon derivative instrument                                                                                                                                                                                                                |  |                                    | 1,200       |                                  |  |   | —    |    |  |   | 1,946       |    |  |   | —    |    |
| Interestand other income                                                                                                                                                                                                                    |  |                                    | 362         |                                  |  |   | 187        |    |  |   | 751         |    |  |   | 821        |    |
| Interestexpense                                                                                                                                                                                                                             |  |                                    | (19,206     | )                                |  |   | (26,519    | )  |  |   | (56,393     | )  |  |   | (79,007    | )  |
| Income(loss) before income taxes                                                                                                                                                                                                            |  |                                    | 2,168       |                                  |  |   | (22,956    | )  |  |   | (20,529     | )  |  |   | (82,398    | )  |
| Incometax (expense) benefit                                                                                                                                                                                                                 |  |                                    | —     |                                  |  |   | 5,446      |    |  |   | (557        | )  |  |   | 15,694     |    |
| Netincome (loss)                                                                                                                                                                                                                            |  |                                    | 2,168       |                                  |  |   | (17,510    | )  |  |   | (21,086     | )  |  |   | (66,704    | )  |
| Preferredstock dividend                                                                                                                                                                                                                     |  |                                    | (2,282      | )                                |  |   | —    |    |  |   | (8,078      | )  |  |   | —    |    |
| Preferredstock conversion premium                                                                                                                                                                                                           |  |                                    | (160        | )                                |  |   | —    |    |  |   | (6,600      | )  |  |   | —    |    |
| Netloss attributable to common stockholders                                                                                                                                                                                                 |  | $                                       | (274        | )                                |  | $      | (17,510    | )  |  | $      | (35,764     | )  |  | $      | (66,704    | )  |
| Netloss per common share, basic and diluted                                                                                                                                                                                                 |  | $                                       | (0.00       | )                                |  | $      | (0.19      | )  |  | $      | (0.35       | )  |  | $      | (0.71      | )  |
| Weightedaverage common shares outstanding, basic and diluted                                                                                                                                                                                |  |                                    | 112,845,429 |                                  |  |   | 94,126,719 |    |  |   | 103,441,770 |    |  |   | 93,810,363 |    |
|                                                                                                                                                                                                                                             |

Theaccompanying notes are an integral part of the consolidated financialstatements.

4

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ALAMOSA HOLDINGS, INC.CONSOLIDATEDSTATEMENTS OF CASH FLOWS (UNAUDITED)(dollars inthousands)

|                                                                               |  |                                       |          |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------|--|---------------------------------------|----------|---------|--|--------|---------|---------|--|--|
|                                                                          |  | Forthe nine months ended September30, |
|                                                                          |  | 2004                                  |          | 2003    |
| Cashflows from operating activities:                                          |  |
| Net loss                                                                      |  | $                                     | (21,086  | )  |  | $      | (66,704 | )  |
| Adjustmentsto reconcile net loss to net cash provided by operatingactivities: |  |
| Non-cash compensation                                                         |  |                                  | 81       |    |  |   | 285     |    |
| Non-cash interestexpense (benefit) on derivative instruments                  |  |                                  | 6        |    |  |   | (468    | )  |
| Non-cash accretionof asset retirement obligations                             |  |                                  | 139      |    |  |   | 524     |    |
| Non-cash gain onderivative instruments                                        |  |                                  | (1,946   | )  |  |   | — |    |
| Provisionfor bad debts                                                        |  |                                  | 7,603    |    |  |   | 11,100  |    |
| Depreciationand amortization of property and equipment                        |  |                                  | 54,269   |    |  |   | 52,486  |    |
| Amortizationof intangible assets                                              |  |                                  | 24,524   |    |  |   | 30,050  |    |
| Amortizationof financing costs included in interest expense                   |  |                                  | 718      |    |  |   | 3,362   |    |
| Amortization ofdiscounted interest                                            |  |                                  | —  |    |  |   | 297     |    |
| Loss on debtextinguishment                                                    |  |                                  | 13,101   |    |  |   | — |    |
| Deferred taxbenefit                                                           |  |                                  | —  |    |  |   | (15,694 | )  |
| Interestaccreted on discount notes                                            |  |                                  | 18,351   |    |  |   | 26,483  |    |
| Impairment ofproperty and equipment                                           |  |                                  | 3,082    |    |  |   | 685     |    |
| Debt exchangeexpenses                                                         |  |                                  | —  |    |  |   | 3,528   |    |
| (Increase)decrease in:                                                        |  |
| Receivables                                                                   |  |                                  | (20,318  | )  |  |   | (3,950  | )  |
| Inventory                                                                     |  |                                  | 531      |    |  |   | 1,390   |    |
| Prepaid expensesand other assets                                              |  |                                  | 1,816    |    |  |   | (1,138  | )  |
| Increase(decrease) in:                                                        |  |
| Accounts payable and accruedexpenses                                          |  |                                  | 7,571    |    |  |   | (6,765  | )  |
| Netcash provided by operating activities                                      |  |                                  | 88,442   |    |  |   | 35,471  |    |
| Cashflows from investing activities:                                          |  |
| Proceeds fromsale of assets                                                   |  |                                  | 569      |    |  |   | 2,496   |    |
| Purchases ofproperty and equipment                                            |  |                                  | (63,765  | )  |  |   | (31,645 | )  |
| Purchaseof intangible asset                                                   |  |                                  | (453     | )  |  |   | — |    |
| Change inrestricted cash                                                      |  |                                  | 1        |    |  |   | 34,724  |    |
| Change in shortterm investments                                               |  |                                  | (50,342  | )  |  |   | — |    |
| Netcash provided by (used in) investing activities                            |  |                                  | (113,990 | )  |  |   | 5,575   |    |
| Cashflows from financing activities:                                          |  |
| Proceedsfrom issuance of senior notes                                         |  |                                  | 250,000  |    |  |   | — |    |
| Repaymentsof borrowings under senior secured debt                             |  |                                  | (200,000 | )  |  |   | — |    |
| Debtissuance costs                                                            |  |                                  | (8,206   | )  |  |   | — |    |
| Debtexchange expenses                                                         |  |                                  | —  |    |  |   | (3,528  | )  |
| Preferredstock dividends                                                      |  |                                  | (8,349   | )  |  |   | — |    |
| Preferredstock conversion premium                                             |  |                                  | (276     | )  |  |   | — |    |
| Stock optionsexercised                                                        |  |                                  | 1,441    |    |  |   | 6       |    |
| Sharesissued to employee stock purchase plan                                  |  |                                  | 978      |    |  |   | 349     |    |
| Payments on capitalleases                                                     |  |                                  | (415     | )  |  |   | (884    | )  |
| Netcash provided by (used in) financing activities                            |  |                                  | 35,173   |    |  |   | (4,057  | )  |
| Netincrease in cash and cash equivalents                                      |  |                                  | 9,625    |    |  |   | 36,989  |    |
| Cash and cashequivalents at beginning of period                               |  |                                  | 99,644   |    |  |   | 61,737  |    |
| Cashand cash equivalents at end of period                                     |  | $                                     | 109,269  |    |  | $      | 98,726  |    |
| Supplementaldisclosure of non-cash financing and investingactivities:         |  |
| Conversion of preferred stock                                                 |  | $                                     | 67,219   |    |  | $      | — |    |
| Preferredstock issued in debt exchange                                        |  | $                                     | 51       |    |  | $      | — |    |
| Assetretirement obligations capitalized                                       |  | $                                     | 143      |    |  | $      | 1,243   |    |
| Capitalizedlease obligations incurred                                         |  | $                                     | 67       |    |  | $      | 73      |    |
| Change in accountspayable for purchases of property and equipment             |  | $                                     | (9,532   | )  |  | $      | (7,065  | )  |
|                                                                               |

Theaccompanying notes are an integral part of the consolidated financialstatements.

5

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS (UNAUDITED)(dollars in thousands,except as noted)

1.    BASIS OFPRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

Theunaudited consolidated balance sheet at September 30, 2004, theunaudited consolidated statements of operations for the three monthsand nine months ended September 30, 2004 and 2003, the unauditedconsolidated statements of cash flows for the nine months endedSeptember 30, 2004 and 2003 and related footnotes have been prepared inaccordance with accounting principles generally accepted in the UnitedStates of America for interim financial information and Article 10 ofRegulation S-X. Accordingly, they do not include all of the informationand footnotes required annually by accounting principles generallyaccepted in the United States of America. The financial informationpresented should be read in conjunction with the audited consolidatedfinancial statements as of and for the year ended December 31, 2003. Inthe opinion of management, the interim data includes all adjustments(consisting of only normally recurring adjustments) necessary for afair statement of the results for the interim periods. Operatingresults for the three months and nine months ended September 30, 2004are not necessarily indicative of results that may be expected for theyear ending December 31, 2004.

Basic and diluted net loss pershare of common stock is computed by dividing net loss attributable tocommon stockholders for each period by the weighted-average outstandingnumber of common shares. No conversion of common stock equivalents hasbeen assumed in the calculations since the effect would beantidilutive. As a result, the number of weighted-average outstandingcommon shares as well as the amount of net loss per share are the samefor basic and diluted net loss per share calculations for all periodspresented. Common stock equivalents excluded from diluted net loss pershare calculations consisted of options to purchase 10,380,419 and8,333,254 shares of common stock at September 30, 2004 and 2003,respectively. Also excluded from diluted net loss per sharecalculations for all periods presented is the impact of the Series Bredeemable convertible preferred stock outstanding during the period asthe inclusion of the impact of the conversion of this preferred stockwould be antidilutive. The number of shares of Series B redeemableconvertible preferred stock outstanding was 479,849 at September 30,2004. No shares were outstanding at September 30, 2003 as these shareswere issued in November 2003.

In addition, 800,000 shares ofrestricted stock that were collectively awarded in October and Decemberof 2002 have been excluded from the weighted-average outstanding numberof common shares for the three months and nine months ended September30, 2003 and 400,000 shares of this restricted stock have been excludedfrom the weighted-average outstanding number of common shares for thethree months and nine months ended September 30, 2004. These shares areincluded in the weighted-average outstanding number of common sharesfor basic net income (loss) per share calculations as the restrictionslapse. For purposes of determining the diluted weighted-averageoutstanding number of common shares, the shares of restricted stock forwhich the restrictions have not lapsed are not included in the threeand nine months ended September 30, 2004 and 2003 as the effect wouldbe antidilutive.

Certain reclassifications have been made toprior period balances to conform to current period presentation.Changes in restricted cash have been reclassified from cash flows fromfinancing activities to cash flows from investing activities for allperiods presented.

2.    ORGANIZATION AND BUSINESSOPERATIONS

Alamosa Holdings, Inc. ("AlamosaHoldings") is a PCS Affiliate of Sprint with theexclusiveright to provide wireless personal communications serviceunder the Sprint brand name in a territory encompassing approximately15.8 million residents. Alamosa Holdings was formed in July 2000.Alamosa Holdings is a holding company and through its subsidiariesprovides wireless personal communications services, commonly referredto as PCS, in the Southwestern, Northwestern and 

6

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Midwestern United States. Alamosa (Delaware),Inc. ("Alamosa (Delaware)"), a subsidiary ofAlamosa Holdings, was formed in October 1999 under the name"Alamosa PCS Holdings, Inc." to operate as aholding company in anticipation of its initial public offering. OnFebruary 3, 2000, Alamosa (Delaware) completed its initial publicoffering. Immediately prior to the initial public offering, shares ofAlamosa (Delaware) were exchanged for Alamosa PCS LLC's("Alamosa LLC") membership interests, andAlamosa LLC became wholly owned by Alamosa (Delaware). Alamosa Holdingsand its subsidiaries are collectively referred to in these consolidatedfinancial statements as the "Company,""we," "us" or"our."

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

OnFebruary 14, 2001, Alamosa Holdings became the new public holdingcompany of Alamosa PCS Holdings, Inc. ("Alamosa PCSHoldings") and its subsidiaries pursuant to areorganization transaction in which a wholly owned subsidiary ofAlamosa Holdings was merged with and into Alamosa PCS Holdings. As aresult of this reorganization, Alamosa PCS Holdings became a whollyowned subsidiary of Alamosa Holdings, and each share of Alamosa PCSHoldings common stock was converted into one share of Alamosa Holdingscommon stock. Alamosa Holdings' common stock is quoted on Nasdaqunder the symbol "APCS."

3.    LIQUIDITY AND CAPITAL RESOURCES

Since inception,the Company has financed its operations through capital contributionsfrom owners, through debt financing and through proceeds generated frompublic offerings of common stock. The proceeds from these transactionshave been used to fund the build-out of the Company's portion ofthe PCS network of Sprint, subscriber acquisition costs and workingcapital.

While the Company has incurred substantial net lossessince inception and incurred negative cash flows from operatingactivities through 2002, the Company generated approximately $55million and $88 million of cash flows from operating activities for theyear ended December 31, 2003 and the nine months ended September 30,2004, respectively. In November 2003, the Company completed a debtexchange that provided for approximately $238 million of principal debtreduction.

As of September 30, 2004, the Company had $109million in cash and cash equivalents as well as $50 million in shortterm investments and believes that this cash on hand plus theadditional liquidity that it expects to generate from operations willbe sufficient to fund expected capital expenditures and to cover itsworking capital and debt service requirements (including dividends onpreferred stock) for at least the next 12 months.

TheCompany's future liquidity will be dependent on a number offactors influencing its projections of operating cash flows, includingthose related to subscriber growth, average revenue per user, averagemonthly churn and cost per gross addition. Should actual results differsignificantly from these assumptions, the Company's liquidityposition could be adversely affected and it could be in a position thatwould require it to raise additional capital which may or may not beavailable on terms acceptable to the Company, if at all, and could havea material adverse effect on the Company's ability to achieve itsintended business objectives.

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

4.    STOCK-BASED COMPENSATION

The Company has elected to follow Accounting Principles Board("APB") Opinion No. 25,"Accounting for Stock Issued to Employees"and related interpretations in accounting for its employee stockoptions. No stock-based employee compensation cost related to optiongrants is reflected in the consolidated statements of operations forthe three months and nine months ended September 30, 2004 or 2003, asall options granted by the Company had an exercise price equal to orgreater than the market value of the underlying common stock on thedate of grant. Non-cash compensation expense reflected in theconsolidated statements of operations for the three month and ninemonth periods ended September 30, 2004 and 2003 relate to the vestingof shares of restricted stock awarded to officers and directors andunrestricted shares of stock awarded to directors and are not relatedto the granting of stock options. The following table illustrates theeffect on net loss and net loss per share if the Company had appliedthe fair value recognition provisions of Statement of FinancialAccounting Standards ("SFAS") No. 123,"Accounting for Stock-Based Compensation," tostock-based employee compensation:

|                                                                                                                              |  |                                        |        |                                       |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|----------------------------------------|--------|---------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                         |  | For the three monthsendedSeptember 30, |        | For the nine monthsendedSeptember 30, |
|                                                                                                                         |  | 2004                                   |        | 2003                                  |  | 2004   |         | 2003    |
| Netincome (loss) – asreported                                                                                          |  | $                                      | 2,168  |                                  |  | $      | (17,510 | )  |  | $      | (21,086 | )  |  | $      | (66,704 | )  |
| Add:stock-based employee compensation included in reported net income(loss), net of relatedtax                               |  |                                   | 30     |                                  |  |   | 45      |    |  |   | 81      |    |  |   | 285     |    |
| Deduct:stock-based employee compensation expense determined under fair valuemethod for all awards, net of related taxeffects |  |                                   | (3,662 | )                                |  |   | 127     |    |  |   | (6,442  | )  |  |   | (3,457  | )  |
| Netloss – proforma                                                                                                     |  |                                   | (1,464 | )                                |  |   | (17,338 | )  |  |   | (27,447 | )  |  |   | (69,876 | )  |
| Preferredstockdividend                                                                                                       |  |                                   | (2,282 | )                                |  |   | — |    |  |   | (8,078  | )  |  |   | — |    |
| Preferredstock conversionpremium                                                                                             |  |                                   | (160   | )                                |  |   | — |    |  |   | (6,600  | )  |  |   | — |    |
| Netloss attributable to common stockholders – proforma                                                                 |  | $                                      | (3,906 | )                                |  | $      | (17,338 | )  |  | $      | (42,125 | )  |  | $      | (69,876 | )  |
| Netloss per share – as reportedBasic anddiluted                                                                        |  | $                                      | (0.00  | )                                |  | $      | (0.19   | )  |  | $      | (0.35   | )  |  | $      | (0.71   | )  |
| Netloss per share – pro formaBasic anddiluted                                                                          |  | $                                      | (0.03  | )                                |  | $      | (0.18   | )  |  | $      | (0.41   | )  |  | $      | (0.74   | )  |
|                                                                                                                              |

5.    SHORTTERM INVESTMENTS

During the first nine months of 2004, theBoard of Directors approved a change in the Company's investmentpolicy to extend the allowable weighted average maturity of investmentsfrom the 90 days allowed previously to 270 days. In connection withthis amendment, the Company established a short term investment accountin the second quarter of 2004 to invest excess liquidity and improveearnings on this excess liquidity. The investment account is managed bya third party in accordance with the board approved investment policyand consists primarily of short term corporate debt securities with aMoody's rating of Aa3 or higher or a Standard & Poor'srating of AA- or higher. The fair value of the Company's shortterm investments approximates carrying value due to the short termnature of these investments.

8

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

6.    ACCOUNTS RECEIVABLE

Customer accounts receivable – Customer accountsreceivable represents amounts owed to the Company by subscribers forPCS service. The amounts presented in the consolidated balance sheetsare net of an allowance for uncollectible accounts of $5.7 million and$6.0 million at September 30, 2004 and December 31, 2003,respectively.

Receivable from Sprint – Receivablefrom Sprint in the accompanying consolidated balance sheets consists ofthefollowing:

|                             |  |                   |         |                   |  |        |
|-----------------------------|--|-------------------|---------|-------------------|--|--------|
|                        |  | September 30,2004 |         | December 31, 2003 |
| Net roamingreceivable       |  | $                 | 15,331  |              |  | $      | 13,071 |   |
| Accruedservice revenue      |  |              | 2,982   |              |  |   | 2,584 |   |
| Servicefee refund           |  |              | — |              |  |   | 6,418 |   |
| Otheramounts due fromSprint |  |              | 218     |              |  |   | 874 |   |
|                        |  | $                 | 18,531  |              |  | $      | 22,947 |   |
|                             |

Netroaming receivable includes net travel revenue due from Sprint relativeto PCS subscribers based outside of the Company's licensedterritory who utilize the Company's portion of the PCS network ofSprint. The net roaming revenue receivable is net of amounts owed toSprint relative to the Company's subscribers who utilize the PCSnetwork of Sprint outside of the Company's licensed territory. Inaddition, net roaming receivable also includes amounts due from Sprint,which have been collected from other PCS providers and wholesalecustomers for their customers' usage of the Company'sportion of the PCS network of Sprint.

Accrued service revenuerepresents the Company's estimate of airtime usage and othercharges that have been earned but not billed at the end of theperiod.

Service fee refund due from Sprint at December 31, 2003related to a refund of fees paid to Sprint for services such as billingand customer care. Under the previous agreements with Sprint, thesefees were determined at the beginning of each year based on estimatedcosts and were adjusted based on actual costs incurred by Sprint inproviding the respective services. This process changed effectiveDecember 1, 2003 under the new agreements with Sprint as discussed inNote 14.

7.    PROPERTY AND EQUIPMENT

Property andequipment are stated net of accumulated depreciation and amortizationof $230.9 million and $188.1 million at September 30, 2004 and December31, 2003, respectively.

8.    ASSET RETIREMENTOBLIGATIONS

In June 2001, the Financial Accounting StandardsBoard ("FASB") issued SFAS No. 143,"Accounting for Asset RetirementObligations." SFAS No. 143 requires the fair value of aliability for an asset retirement obligation to be recognized in theperiod that it is incurred if a reasonable estimate of fair value canbe made. The associated asset retirement costs are capitalized as partof the carrying amount of the long-lived asset. SFAS No. 143 iseffective for fiscal years beginning after June 15, 2002. For theCompany's leased telecommunications facilities, primarilyconsisting of cell sites and switch site operating leases and operatingleases for retail and office space, the Company has adopted SFAS No.143 as of January 1, 2003.

As previously disclosed, uponadoption of SFAS No. 143, the Company had concluded that, for itsleased telecommunications facilities, a liability could not bereasonably estimated due to (1) the 

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Company's inability to reasonablyassess the probability of the likelihood that a lessor would enforcethe remediation requirements upon expiration of the lease term andtherefore its impact on future cash outflows, (2) the Company'sinability to estimate a potential range of settlement dates due to itsability to renew site leases after the initial lease expiration and (3)the Company's limited experience in abandoning cell sitelocations and actually incurring remediation costs.

It is theCompany's understanding that further clarification has beenprovided by the Securities and Exchange Commission regarding theaccounting for asset retirement obligations and specifically relatingto factors to consider in determining the estimated settlement datesand the probability of enforcement of the remediation obligation. Basedon this information, the Company revised certain of the estimates usedin its original analysis and calculated an asset retirement obligationfor its leased telecommunications facilities. The Company determinedthat the aforementioned asset retirement obligations did not have amaterial impact on its consolidated results of operations, financialposition or cash flows and recorded the asset retirement obligations inthe third quarter of 2003.

An initial asset retirementobligation of $1,213 was recorded and classified in other non-currentliabilities and a corresponding increase in property and equipment of$1,213 was recorded in the third quarter of 2003 relating toobligations that existed upon the adoption of SFAS No. 143. The Companyincurred additional asset retirement obligations during the year endedDecember 31, 2003 and the nine months ended September 30, 2004 of $35and $143, respectively, related to new leases entered into. Included incosts of services and operations in the Company's statement ofoperations for the year ended December 31, 2003 is a charge of $402related to the cumulative accretion of the asset retirement obligationsas of the adoption of SFAS No. 143 as well as an additional $163 inaccretion recorded for the year ended December 31, 2003. Included indepreciation and amortization expenses in the Company's statementof operations for the year ended December 31, 2003 is a charge of$364 related to the cumulative depreciation of the related assetsrecorded at the time of the adoption of SFAS No. 143 as well as anadditional $123 in depreciation recorded for the year ended December31, 2003.

For the nine months ended September 30, 2004, theCompany recorded $139 in accretion of asset retirement obligations and$96 in depreciation of the related assets. For purposes of determiningthe asset retirement obligations, the Company has assigned a100% probability of enforcement to the remediation obligationsand has assumed an average settlement period of 20 years.

9.    INTANGIBLE ASSETS

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

The value assigned to the Sprint agreements is beingamortized using the straight-line method over the remaining originalterms of the agreements that were in place at the time of acquisitionor approximately 17.6 years. The value assigned to the subscriber basesacquired was being amortized using the straight-line method over theestimated life of the acquired subscribers, or approximately threeyears and became fully amortized during 2004.

In September 2004the Company purchased the rights to additional territory from Sprint inconnection with an amendment of one of its management agreements. Thepurchase price of $467 consisted of $14 allocated to purchasedequipment and $453 allocated to the value of the Sprint agreementassociated with the territory acquired. The intangible asset related tothe Sprint agreement will be amortized over the remaining original termof the Sprint agreement at the time of purchase or approximately 14years.

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Intangible assets consistof:

|                                     |  |                   |          |                   |  |        |
|-------------------------------------|--|-------------------|----------|-------------------|--|--------|
|                                |  | September 30,2004 |          | December 31, 2003 |
| Sprint affiliate andotheragreements |  | $                 | 532,653  |              |  | $      | 532,200 |   |
| Accumulatedamortization             |  |              | (108,370 | )            |  |   | (85,692 | )  |
| Subtotal                            |  |              | 424,283  |              |  |   | 446,508 |   |
| Subscriberbaseacquired              |  |              | 29,500   |              |  |   | 29,500 |   |
| Accumulatedamortization             |  |              | (29,500  | )            |  |   | (27,654 | )  |
| Subtotal                            |  |              | —  |              |  |   | 1,846 |   |
| Intangibleassets,net                |  | $                 | 424,283  |              |  | $      | 448,354 |   |
|                                     |

Amortizationexpense relative to intangible assets was $7,562 and $10,017 for thethree months ended September 30, 2004 and 2003, respectively.Amortization expense relative to intangible assets was $24,524 and$30,050 for the nine months ended September 30, 2004 and 2003,respectively.

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

|                       |  |        |         |        |  |  |
|-----------------------|--|--------|---------|--------|--|--|
| Yearended December31, |  |
| 2004                  |  | $      | 32,090  |   |
| 2005                  |  |   | 30,266  |   |
| 2006                  |  |   | 30,266  |   |
| 2007                  |  |   | 30,266  |   |
| 2008                  |  |   | 30,266  |   |
| Thereafter            |  |   | 295,653 |   |
|                  |  | $      | 448,807 |   |
|                       |

10.    LONG-TERMDEBT

Long-term debt consists of the following:

|                                                |  |                   |         |                   |  |        |
|------------------------------------------------|--|-------------------|---------|-------------------|--|--------|
|                                           |  | September 30,2004 |         | December 31, 2003 |
| **SeniorNotes:**                               |  |              |    |              |  |   |   |   |
| 12 7/8%Senior Discount Notes, net ofdiscount   |  | $                 | 6,101   |              |  | $      | 5,556 |   |
| 12%Senior Discount Notes, net ofdiscount       |  |              | 211,801 |              |  |   | 193,995 |   |
| 121⁄2%SeniorNotes                         |  |              | 11,600  |              |  |   | 11,600 |   |
| 13 5/8%Senior Notes                            |  |              | 2,325   |              |  |   | 2,475 |   |
| 11%SeniorNotes                                 |  |              | 250,895 |              |  |   | 250,798 |   |
| 81⁄2%SeniorNotes                          |  |              | 250,000 |              |  |   | — |   |
| TotalSeniorNotes                               |  |              | 732,722 |              |  |   | 464,424 |   |
| **SeniorSecured CreditFacility**               |  |              | — |              |  |   | 200,000 |   |
| **TotalDebt**                                  |  |              | 732,722 |              |  |   | 664,424 |   |
| Lesscurrentmaturities                          |  |              | — |              |  |   | — |   |
| **Longterm debt, excluding currentmaturities** |  | $                 | 732,722 |              |  | $      | 664,424 |   |
|                                                |

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

SENIOR NOTES

12 7/8% Senior Discount Notes– The 12 7/8% Senior Discount Noteswere issued in February 2000, mature February 15, 2010, carry a couponrate of 12 7/8% and provide for interestdeferral through February 15, 2005. The 12 7/8%Senior Discount Notes will accrete to their $6,389 face amount byFebruary 8, 2005, after which, interest will be paid in cashsemiannually.

12% Senior Discount Notes –The 12% Senior Discount Notes were issued in November 2003,mature July 31, 2009, carry a coupon rate of 12% and provide forinterest deferral through July 31, 2005. The 12% Senior DiscountNotes will accrete to their $233 million face amount by July 31, 2005,after which, interest will be paid in cash semiannually.

121⁄2% Senior Notes – The121⁄2% Senior Notes were issued in January2001, mature February 1, 2011 and carry a coupon rate of121⁄2%, payable semiannually on February 1 andAugust 1.

Approximately $59.0 million of the proceeds of the121⁄2% Senior Notes Offering were used byAlamosa (Delaware) to establish a security account (with cash or U.S.government securities) to secure on a pro rata basis the paymentobligations under the 121⁄2% Senior Notes andthe 12 7/8% Senior Discount Notes. As ofDecember 31, 2003, all of the escrowed proceeds had been used inconnection with payment of cash interest.

13 5/8% Senior Notes – The13 5/8% Senior Notes were issued in August 2001,mature August 15, 2011 and carry a coupon rate of13 5/8% payable semiannually on February 15 andAugust 15. Approximately $39.1 million of the proceeds of the13 5/8% Senior Notes were used by Alamosa(Delaware) to establish a security account to secure on a pro ratabasis the payment obligations under all of the Company'sunsecured borrowings. As of December 31, 2003, all of the escrowedproceeds had been used in connection with payment of cash interest.

11% Senior Notes – The 11% Senior Noteswere issued in November 2003, mature July 31, 2010 and carry a couponrate of 11%, payable semiannually on January 31 and July 31.

81⁄2% Senior Notes – The81⁄2% Senior Notes were issued in January 2004,mature January 31, 2012 and carry a coupon rate of81⁄2% payable semiannually on January 31 andJuly 31. The proceeds of these notes were used to permanently repay theCompany's senior secured credit facility in January 2004 asdiscussed below and for general corporate purposes.

SENIORSECURED OBLIGATIONS

Senior Secured Credit Facility– On February 14, 2001, Alamosa Holdings, Alamosa (Delaware)and Alamosa Holdings, LLC, as borrower, entered into a $280 millionsenior secured credit facility (the "Senior Secured CreditFacility") with Citicorp USA, as administrative agent andcollateral agent; Toronto Dominion (Texas), Inc., as syndication agent;Export Development Corporation ("EDC") asco-documentation agent; First Union National Bank, as documentationagent; and a syndicate of banking and financial institutions. On March30, 2001, the Senior Secured Credit Facility was amended to increasethe facility to $333 million. The Senior Secured Credit Facility wasagain amended in August 2001 concurrent with the issuance of the13 5/8% Senior Notes to reduce the maximumborrowing to $225 million, consisting of a 7-year senior secured12-month delayed draw term loan facility of $200 million and a 7-yearsenior secured revolving credit facility in an aggregate principalamount of up to $25 million.

The weighted average interest rateon the outstanding borrowings under this facility at December 31, 2003was 4.69%. Alamosa Holdings, LLC was also required to payquarterly in arrears a commitment fee on the unfunded portion of thecommitment of each lender. The Company entered into derivative hedginginstruments to hedge a portion of the interest rate risk associatedwith borrowings under the Senior Secured Credit Facility, as discussedin Note 13.

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

At December 31, 2003, Alamosa Holdings,LLC had drawn $200 million under the term portion of the Senior SecuredCredit Facility. In connection with the issuance of the81⁄2% Senior Notes discussed above, a portionof the proceeds from that issuance was used to permanently repay theadvances outstanding under the Senior Secured Credit Facility and thefacility was terminated in January 2004.

11.    REDEEMABLECONVERTIBLE PARTICIPATING PREFERRED STOCK

In connection with adebt exchange completed in November 2003, the Company issued 679,495shares of Series B Preferred Stock to noteholders who tendered theirnotes in the exchange. Holders of the Series B Preferred Stock areentitled to receive cumulative dividends at an annual rate of71⁄2% of the $250 per share liquidationpreference. Dividends are payable quarterly in arrears on the lastcalendar day of each January, April, July and October. Until July 31,2008, the Company has the option to pay dividends in (1) cash, (2)shares of Alamosa Holdings Series C Preferred Stock, (3) shares ofAlamosa Holdings common stock or (4) a combination thereof. After July31, 2008, all dividends are payable in cash only. Holders of the SeriesB Preferred Stock are entitled to participate in any dividends declaredon Alamosa Holdings common stock based on the number of common sharesthe Series B Preferred Stock could be converted into immediately priorto the declaration of the common stock dividend. The Series C PreferredStock has essentially the same terms as the Series B Preferred Stockwith the exception of the conversion rate, as discussed below.

Each share of Series B Preferred Stock and Series C Preferred Stockis convertible at the holder's option and at any time into sharesof Alamosa Holdings common stock. The Series B Preferred Stock isconvertible at $3.40 per share and the Series C Preferred Stock isconvertible at $4.25 per share.

Beginning on the thirdanniversary of the date of original issuance of the Series B or SeriesC Preferred Stock, the Company has the option to redeem outstandingpreferred shares for cash. The initial redemption price is 125 percentof the $250 per share liquidation preference, reduced by 5 percentannually thereafter until 2011 after which time the redemption priceremains at 100 percent. All outstanding Series B and Series C PreferredStock must be redeemed by the Company on July 31, 2013.

Inaccordance with the provisions of SFAS No. 149, "Amendmentof Statement 133 on Derivative Instruments and HedgingActivities," this option to redeem outstanding preferredshares for cash represents a derivative instrument that must bebifurcated and accounted for separately as the early redemption couldpotentially double a holders' return on the preferred shares. Asa result, an asset was recorded in connection with this earlyredemption option in November 2003 in the amount of $18.8 million whichrepresented the fair value of the option upon the issuance of thepreferred shares as determined by an independent valuationprofessional. This derivative is adjusted to fair value at the end ofeach reporting period with any change in fair value being reflected inearnings for the period. As of September 30, 2004 and December 31,2003, the fair value of this option was $23.6 million and $21.7million, respectively.

The Series B Preferred Stock was recordedat fair value as of the date of issuance or approximately $325 pershare, less a portion of the costs incurred in connection with the debtexchange of approximately $4.4 million plus the value assigned to theearly redemption option discussed previously. The costs allocated tothe Series B Preferred Stock were determined based on the relative fairvalue of the Series  B Preferred Stock to the total fair value ofconsideration given to the tendering noteholders. In determining the$325 per share fair value of Series B Preferred Stock, the Companyengaged the services of an independent valuation professional who usedcustomary methodologies common in the valuation of such instruments toarrive at the fair value.

During the nine months ended September30, 2004, the Company paid $8,349 in cash dividends on the Series BPreferred Stock.

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

On May 14, 2004, the Company completed aprivate exchange transaction with a holder of the13 5/8% Senior Notes. Pursuant to thetransaction, the holder delivered to the Company an aggregate of $150principal amount of the 13 5/8% Senior Notes inexchange for a newly issued $97 in principal amount of the 11%Senior Notes and 150 shares of Series B Preferred Stock.

Duringthe nine months ended September 30, 2004, holders of 199,646 shares ofSeries B Preferred Stock exercised their conversion option or exchangedshares of Series B Preferred Stock with the Company and were granted15,561,188 shares of Alamosa Holdings common stock in the aggregatevalued at $4.58 per share at the time of conversion or exchange. Inconnection with the conversions or exchanges during the nine monthsended September 30, 2004, the Company paid premiums to certain holdersof 197,700 shares of preferred stock in connection with privateexchange transactions to induce such conversions. Cash premiums totaled$276 and premiums in the form of additional shares of common stockamounted to 870,310 shares valued at $6,324.

12.    INCOMETAXES

The Company's effective income tax rate is based onannual income (loss), statutory tax rates, tax planning opportunities,expected future taxable income, and expected reversals of taxabletemporary differences. The annual rate is then applied to theCompany's quarterly operating results. The income tax benefit in2003 was recognized based on an assessment of the combined expectedfuture taxable income of the Company and expected reversals of thetemporary differences from acquisitions completed in 2001. In addition,the Company establishes a valuation allowance for the deferred taxasset when it is more likely than not that the deferred tax asset willnot be realized. Due to the Company's limited operating historyand lack of positive taxable earnings, a valuation allowance wasestablished during 2003 as deferred tax assets were expected to exceeddeferred tax liabilities. The establishment of this valuation allowancein the nine months ended September 30, 2003 resulted in an effectivetax rate of 19.0 percent. For the nine months ended September 30, 2004,the expected tax benefit related to net operating losses generated wasfully offset by an increase in the valuation allowance. The effectivetax rate for the nine months ended September 30, 2004 is negative 2.7percent, due to the fact that the Company has estimated that it willhave a current alternative minimum tax("AMT") liability for the year endingDecember 31, 2004.

13.    HEDGING ACTIVITIES ANDCOMPREHENSIVE INCOME

The Company follows the provisions of SFASNo. 133, "Accounting for Derivatives and HedgingActivities" in its accounting for derivative financialinstruments and hedging activities. The statement requires the Companyto record all derivatives on the balance sheet at fair value.Derivatives that are not hedges must be adjusted to fair value throughearnings. If the derivative is a hedge, depending on the nature of thehedge, changes in the fair value of the derivatives are eitherrecognized in earnings or are recognized in other comprehensive incomeuntil the hedged item is recognized in earnings.

As of December31, 2003, the Company had recorded $1,275 in "othernoncurrent liabilities" related to the fair value ofderivative instruments used for hedging purposes, including $856representing derivative instruments that qualified for hedge accountingunder SFAS No. 133. These instruments were settled for cash in January2004 in connection with the termination of the Senior Secured CreditFacility. During the nine month period ended September 30, 2004, theCompany recognized losses of $6 (net of income tax benefit of $3) inother comprehensive income related to the change in fair value of thesederivative instruments from January 1, 2004 through the settlement ofthe instruments. The balance of other comprehensive income related tothese derivative instruments was recognized in the first quarter of2004 when the derivatives were terminated. The net other comprehensiveloss balance of $536 is included in the loss on debt extinguishmentrecorded in the consolidated statement of operations for the ninemonths ended September 30, 2004.

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

During the nine month period endedSeptember 30, 2003, the Company recognized a gain of $707 (net ofincome tax expense of $439) in other comprehensive income related tothe change in fair values of derivative instruments.

Totalcomprehensive income (loss) for the three months and nine months endedSeptember 30, 2004 and 2003 is illustratedbelow:

|                                                                                                                          |  |                                        |         |                                      |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------|--|----------------------------------------|---------|--------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                     |  | For the three monthsendedSeptember 30, |         | For the nine monthsendedSeptember30, |
|                                                                                                                     |  | 2004                                   |         | 2003                                 |  | 2004   |         | 2003    |
| Netincome(loss)                                                                                                          |  | $                                      | 2,168   |                                 |  | $      | (17,510 | )  |  | $      | (21,086 | )  |  | $      | (66,704 | )  |
| Changein fair values of derivative instruments, net of income tax expense(benefit) of $0, $244, $0 and $439,respectively |  |                                   | — |                                 |  |   | 226     |    |  |   | — |    |  |   | 707     |    |
| Comprehensiveincome(loss)                                                                                                |  | $                                      | 2,168   |                                 |  | $      | (17,284 | )  |  | $      | (21,086 | )  |  | $      | (65,997 | )  |
|                                                                                                                          |

14.    SPRINTAGREEMENTS

In accordance with the Company's affiliationagreements with Sprint, Sprint provides the Company various servicesincluding billing, customer care, collections and inventory logistics.In addition, Sprint bills the Company for various pass-through itemssuch as commissions and rebates to national retail merchants, handsetsubsidies on handsets activated in the Company's territory butnot sold by the Company and long distance charges.

In 2003, theCompany executed amendments to its affiliation agreements with Sprint.The amendments, among other things, established fixed per subscribercosts for services that the Company purchases from Sprint throughDecember 31, 2006 in the form of two new fees. The amendments created anew combined service bureau fee, which consolidates numerous fees thatwere previously settled separately, for back office services such asbilling and customer care. The combined service bureau fee wasinitially set at $7.70 per average subscriber per month throughDecember 31, 2006 and will be recorded in costs of services andoperations in the consolidated statement of operations. The amendmentsalso created a new per-activation fee, which consolidates numerous feesthat were previously settled separately, for marketing services, suchas subscriber activation and handset logistics. The per-activation feewas initially calculated as a percentage of certain of SprintPCS' selling and marketing expenses and was to be applied to theactual number of gross subscriber activations the Company experienceson a monthly basis through December 31, 2006. The per-activation feewill be recorded in selling and marketing expenses in the consolidatedstatement of operations. In March 2004, the Company exercised itsrights under a most favored nations clause in the Sprint agreements toimplement the terms of an agreement entered into between Sprint andanother PCS Affiliate of Sprint. As a result, the Company entered intonew amendments that increased the per-activation fee and decreased theprice to the Company on purchases of handsets and accessories.Additionally, the March 2004 amendments increased the reciprocalroaming rate for data services from $0.0014 per Kb to $0.0020 per Kband extended the fixed reciprocal rates for voice and data roamingthrough December 31, 2006. In June 2004, the Company further amendedits agreements with Sprint to (1) reduce the combined service bureaufee from $7.70 to $7.00 per average subscriber per month and (2) changethe per-activation fee from a percentage of certain of SprintPCS' selling and marketing expenses to a fixed rate of $23.00 peractivation.

In addition to the new fees, the amendments changedthe methodology used for settling cash received from subscribers.Historically, actual weekly cash receipts were passed through to the

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Company by Sprint based on a calculation ofan estimate of the portion of that cash related to the Company'sactivity. Under the new methodology, the Company receives its portionof billed revenue (net of an 8% affiliation fee) less actualwritten off accounts in the month subsequent to billing regardless ofwhen Sprint collects the cash from the subscriber. The provisions ofthe amendments became effective on December 1, 2003 and the Company hasthe right to evaluate subsequent amendments to the affiliationagreements of other similarly situated PCS Affiliates of Sprint andadopt the provisions of those amendments if the Company elects to doso.

Expenses reflected in the consolidated statements ofoperations related to the Sprint affiliation agreementsare:

|                                    |  |                                        |         |                                      |  |        |        |        |  |        |         |        |  |        |         |        |  |  |
|------------------------------------|--|----------------------------------------|---------|--------------------------------------|--|--------|--------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                               |  | For the three monthsendedSeptember 30, |         | For the nine monthsendedSeptember30, |
|                               |  | 2004                                   |         | 2003                                 |  | 2004   |        | 2003   |
| Costof service and otheroperations |  | $                                      | 72,445  |                                 |  | $      | 61,229 |   |  | $      | 201,591 |   |  | $      | 169,943 |   |
| Costof productssold                |  |                                   | 20,265  |                                 |  |   | 14,913 |   |  |   | 56,427  |   |  |   | 40,156  |   |
| Sellingandmarketing                |  |                                   | 16,858  |                                 |  |   | 11,199 |   |  |   | 38,067  |   |  |   | 36,155  |   |
| Total                              |  | $                                      | 109,568 |                                 |  | $      | 87,341 |   |  | $      | 296,085 |   |  | $      | 246,254 |   |
|                                    |

Inconnection with the billing services provided to the Company by Sprint,the Company relies on Sprint to provide information as to monthlybilling activity relative to all subscriber revenues. In addition,Sprint provides the information utilized for the settlement of allroaming revenue.

The Company relies upon Sprint as a serviceprovider to provide accurate information for the settlement of revenueand expense items. The Company makes estimates used in connection withthe preparation of financial statements based on the financial andstatistical information provided by Sprint. The Company assesses theaccuracy of this information through analytic review and reliance onthe service auditor report on Sprint's internal control processesprepared by Sprint's external service auditor. Inaccurate orincomplete data from Sprint in connection with the services provided tothe Company by Sprint could have a material effect on theCompany's financial position, results of operation or cashflows.

15.    COMMITMENTS AND CONTINGENCIES

Litigation – On January 23, 2001, the Company'sboard of directors, in a unanimous decision, terminated the employmentof Jerry Brantley, then President and COO of the Company. On April 29,2002, Mr. Brantley initiated litigation against the Company and theChairman of the Company, David E. Sharbutt, in the District Court ofLubbock County, Texas, 22nd Judicial District, allegingwrongful termination. In the litigation, Mr. Brantley claimed, amongother things, that the Company's termination of his employmentwas without cause under his employment agreement rather than atermination for non-performance. As such, Mr. Brantley's claimsought money damages for (i) severance pay equal to one year'ssalary at the time of his termination, (ii) the value of certainunexercised stock options he owned at the time of his termination,(iii) an allegedly unpaid bonus and (iv) exemplary damages, as well asrecovery of attorneys' fees and costs. On September 27, 2002, theCourt entered an Agreed Order Compelling Arbitration. A panel of threearbitrators was selected. Mr. Brantley's claims against theCompany and David Sharbutt, including claims asserted in the LubbockCounty lawsuit and in the arbitration, were resolved pursuant to asettlement agreement dated February 6, 2004. The settlement does notmaterially impact the Company's consolidated financial statementsor our operations.

In November and December 2003 and January2004, multiple lawsuits were filed against the Company and David E.Sharbutt, its Chairman and Chief Executive Officer as well as KendallW. 

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Cowan, its Chief Financial officer. StevenRichardson, the Company's Chief Operating Officer, was also anamed defendant in one of the lawsuits. Each claim is a purported classaction filed on behalf of a putative class of persons who and/orentities that purchased Alamosa Holdings' securities betweenJanuary 9, 2001 and June 13, 2002, inclusive, and seeks recovery ofcompensatory damages, fees and costs. Each lawsuit was filed in theUnited States District Court for the Northern District of Texas, ineither the Lubbock Division or the Dallas Division. On February 27,2004, the lawsuits were consolidated into one action pending in theUnited States District Court for the Northern District of Texas,Lubbock Division. On March 4, 2004, the Court appointed theMassachusetts State Guaranteed Annuity Fund to serve as lead plaintiffand approved its selection of lead counsel for the consolidatedaction.

On May 18, 2004, the lead plaintiff filed a consolidatedcomplaint. The consolidated complaint names three of the originaldefendants (the Company, David Sharbutt and Kendall Cowan), drops oneof the original defendants (Steven Richardson) and names two newdefendants who are outside directors (Michael Roberts and StevenRoberts). The putative class period remains the same. The consolidatedcomplaint alleges violations of Sections 10(b) and 20(a) of theExchange Act, Rule 10b-5 promulgated thereunder, and Sections 11 and 15of the Securities Act. The consolidated complaint seeks recovery ofcompensatory damages, fees, costs, recission or rescissory damages inconnection with the Sections 11 and 15 claims, and injunctive reliefand/or disgorgement in connection with defendants' insidertrading proceeds. At the end of the putative class period on June 13,2002, the Company announced that its projection of net subscriberadditions for the second quarter of 2002 would be less than previouslyprojected. The consolidated complaint alleges, among other things, thatthe Company made false and misleading statements about subscriberadditions during the putative class period. The consolidated complaintalso alleges that the Company's financial statements were falseand misleading because the Company improperly recognized revenue andfailed to record adequate allowances for uncollectible receivables. Thedefendants' motion to dismiss is currently pending before theCourt.

The Company believes that it and the other defendantshave meritorious defenses to these claims and intend to vigorouslydefend these actions. No discovery has been taken at this time, and theultimate outcome is not currently predictable. There can be noassurance that the litigation will be resolved in the Company'sfavor and an adverse resolution could adversely affect theCompany's financial condition.

On July 8 and 15, 2004, twoshareholder derivative suits, each asserting identical allegations,were filed in State District Court in Dallas County, Texas on behalf ofthe Company against certain of its officers and directors: David E.Sharbutt, the Company's Chairman and Chief Executive Officer,Kendall W. Cowan, the Company's Chief Financial Officer, as wellas other current and former members of the Company's board ofdirectors, including Scotty Hart, Michael V. Roberts, Ray M. Clapp,Jr., Schuyler B. Marshall, Thomas F. Riley, Jr. Steven C. Roberts,Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suits also namethe Company as a nominal defendant. On August 27, 2004, the lawsuitswere consolidated into one action pending in State District Court inDallas County, Texas. Based on allegations substantially similar to thefederal shareholder action, the suits assert claims fordefendants' alleged violations of state law, including breachesof fiduciary duty, abuse of control, gross mismanagement, waste ofcorporate assets and unjust enrichment that allegedly occurred betweenJanuary 2001 and June 2002. The suits seek recovery of damages, fees,costs, equitable and/or injunctive remedies, and disgorgement of allprofits, benefits and other compensation.

On November 26, 2003,Core Group PC filed a claim against Alamosa PCS and four other PCSAffiliates of Sprint in the United States District Court for theDistrict of Kansas alleging copyright infringement related to thedesigns used in Sprint retail stores. The complainant sought money

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

damages and an injunction against AlamosaPCS' continued use of the alleged copyrighted designs. This claimwas dismissed on June 4, 2004 with no adverse impact to theCompany.

The Company is involved in various claims and legalactions arising in the ordinary course of business. The ultimatedisposition of these matters are not expected to have a materialadverse impact on the Company's financial position, results ofoperations or liquidity.

16.    EFFECTS OF RECENTLY ISSUEDACCOUNTING PRONOUNCEMENTS

In April 2004, the EITF issuedAbstract No. 03-06, "Participating Securities and theTwo-Class Method Under FASB Statement No. 128, Earnings PerShare." EITF 03-06 addresses a number of questionsregarding the computation of earnings per share by companies that haveissued securities other than common stock that contractually entitlethe holder to participate in dividends and earnings of the company whenand if, it declares dividends on its common stock. The Abstract alsoprovides further guidance in applying the two-class method ofcalculating earnings per share, clarifying what constitutes aparticipating security and how to apply the two-class method ofcomputing earnings per share once it is determined that a security isparticipating, including how to allocate undistributed earnings to sucha security. EITF 03-06 is effective for fiscal periods beginning afterMarch 31, 2004 and was adopted by the Company in the second quarter of2004. The Series B redeemable convertible preferred stock issued by theCompany in November 2003 has participation features that requires theCompany to apply the two-class method of calculating earnings pershare. The adoption of this Abstract will have the effect of dilutingbasic earnings per share in periods when the Company reports net incomeavailable to common stockholders and will not impact earnings per sharein periods when the Company reports a net loss attributable to commonstockholders.

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|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| ITEM2.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS |

Forward-LookingStatements

This quarterly report on Form 10-Q includes"forward-looking statements" within themeaning of Section 27A of the Securities Act of 1933, as amended (the"Securities Act"), and Section 21E of theSecurities Exchange Act of 1934, as amended (the "ExchangeAct"), which can be identified by the use offorward-looking terminology such as "may,""might," "could,""would," "believe,""expect," "intend,""plan," "seek,""anticipate,""estimate,""project" or"continue" or the negative thereof or othervariations thereon or comparable terminology. All statements other thanstatements of historical fact included in this quarterly report on Form10-Q regarding our financial position and liquidity may be deemed to beforward-looking statements. These forward-looking statementsinclude:

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | forecasts of population growthin our territory; |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | statements regardingour anticipated revenues, expense levels, liquidity, capital resourcesand operating losses; and |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | statementsregarding expectations or projections about markets in ourterritories. |

Although we believe that the expectations reflectedin such forward-looking statements are reasonable, we can give noassurance 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 actualresults to differ materially from our expectations, are furtherdisclosed in our annual report on Form 10-K for the year ended December31, 2003 under the sections "Item 1.Business" and "Item 7. Management'sDiscussion and Analysis of Financial Condition and Results ofOperations." Important factors that could cause actualresults to differ materially from those in the forward-lookingstatements include, but are not limitedto:

|              |                                               |
|--------------|-----------------------------------------------|
| •  | our dependence on our affiliationwith Sprint; |

|              |                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the ability of Sprint toalter the terms of our affiliation agreements with it, including feespaid or charged to us and other programrequirements; |

|              |                                   |
|--------------|-----------------------------------|
| •  | our anticipation offuture losses; |

|              |                                                                                              |
|--------------|----------------------------------------------------------------------------------------------|
| •  | our dependence on backoffice services, such as billing and customer care, provided bySprint; |

|              |                                                         |
|--------------|---------------------------------------------------------|
| •  | inaccuracies in financialinformation provided bySprint; |

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | potential fluctuations in ouroperating results; |

|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| •  | our ability topredict future customer growth, as well as other key operatingmetrics; |

|              |                                   |
|--------------|-----------------------------------|
| •  | changes or advances intechnology; |

|              |                                                               |
|--------------|---------------------------------------------------------------|
| •  | the ability to leveragethird generation products andservices; |

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | competition in the industryand markets in which weoperate; |

|              |                           |
|--------------|---------------------------|
| •  | subscriber creditquality; |

|              |                                                     |
|--------------|-----------------------------------------------------|
| •  | our ability to attract andretain skilled personnel; |

|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| •  | our potentialneed for additional capital or the need for refinancing existingindebtedness; |

|              |                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | our potential inabilityto expand our services and related products in the event of substantialincreases in demand for these services and relatedproducts; |

|              |                                                                         |
|--------------|-------------------------------------------------------------------------|
| •  | our inability to predict theoutcomes of potentially materiallitigation; |

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | the potential impact ofwireless local number portability, orWLNP; |

|              |                                  |
|--------------|----------------------------------|
| •  | changes in governmentregulation; |

|              |                     |
|--------------|---------------------|
| •  | futureacquisitions; |

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|              |                                              |
|--------------|----------------------------------------------|
| •  | general economicand business conditions; and |

|              |                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | effects ofmergers and consolidations within the telecommunications industry andunexpected announcements or developments from others in thetelecommunications industry. |

All subsequent written and oralforward-looking statements attributable to us or persons acting on ourbehalf are expressly qualified in their entirety by the cautionarystatements set forth above.

Definitions of OperatingMetrics

We discuss the following operating metrics relating toour business in this section:

|              |                                                                                                                                                                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | ARPU, oraverage monthly revenue per user, is a measure used to determine themonthly subscriber revenue earned for subscribers based in ourterritory. This measure is calculated by dividing subscriber revenuesin our consolidated statement of operations by our average dailysubscribers during the period divided by the number of months in theperiod. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Average monthly churn is usedto measure the rate at which subscribers based in our territorydeactivate service on a voluntary or involuntary basis. We calculateaverage monthly churn based on the number of subscribers deactivatedduring the period (net of transfers out of our service area and thosewho deactivated within 30 days of activation) as a percentage of ouraverage daily subscriber base during the period divided by the numberof months during the period. |

|              |                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | LicensedPOPs represent the number of residents (usually expressed in millions)in our territory in which we have an exclusive right to providewireless mobility communications services under the Sprint brand name.The number of residents located in our territory does not represent thenumber of wireless subscribers that we serve or expect to serve in ourterritory. |

|              |                                                                                                                                                                                                                                                                                                         |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Covered POPs represent thenumber of residents (usually expressed in millions) covered by ourportion of the PCS network of Sprint in our territory. The number ofresidents covered by our network does not represent the number ofwireless subscribers that we serve or expect to serve in ourterritory. |

General

As a PCS Affiliate of Sprint, wehave the exclusive right to provide wireless mobility communicationsservices under the Sprint brand name in our licensed territory. We ownand are responsible for building, operating and managing the portion ofthe PCS network of Sprint located in our territory. We offer nationalplans designed by Sprint as well as local plans tailored to our marketdemographics. Our portion of the PCS network of Sprint is designed tooffer a seamless connection with the 100% digital PCS nationwidewireless network of Sprint. We market Sprint PCS products and servicesthrough a number of distribution outlets located in our territory,including our own retail stores, major national distributors and localthird party distributors. At September 30, 2004, we had total licensedPOPs of over 15.8 million, covered POPs of approximately 12.3 millionand total subscribers of approximately 866,000.

We recognizerevenues from our subscribers for the provision of wirelesstelecommunications services, proceeds from the sales of handsets andaccessories through channels controlled by us and fees from Sprint andother wireless service providers and resellers when their customersroam onto our portion of the PCS network of Sprint. Sprint retains8% of all service revenue collected from our subscribers (notincluding products sales and roaming charges billed to our subscribers)and all fees collected from other wireless service providers andresellers when their customers use our portion of the PCS network ofSprint. We report the amount retained by Sprint as an operatingexpense. In addition, Sprint bills our subscribers for taxes, handsetinsurance, equipment and Universal Service Fund charges and othersurcharges which we do not record. Sprint collects these amounts fromthe subscribers and remits them to the appropriate tax authority.

As part of our affiliation agreements with Sprint, we havecontracted with Sprint to provide back office services such as customeractivation, handset logistics, billing, customer care and network

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monitoring services. We initially elected todelegate the performance of these services to Sprint to take advantageof their economies of scale, to accelerate our build-out and marketlaunches and to lower our initial capital requirements. We continue tocontract with Sprint for these services today and are obligated tocontinue using Sprint to provide these services through December 31,2006. The cost for these services is primarily on a per-subscriber orper-transaction basis and is recorded as an operating expense.

Critical Accounting Policies

The fundamental objective offinancial reporting is to provide useful information that allows areader to comprehend the business activities of an entity. To aid inthat understanding, we have identified our "criticalaccounting policies." These policies have the potential tohave a more significant impact on our consolidated financialstatements, either because of the significance of the financialstatement item to which they relate or because they require judgmentand estimation due to the uncertainty involved in measuring, at aspecific point in time, events which are continuous in nature.

Allowance for doubtful accounts – Estimates are usedin determining our allowance for doubtful accounts and are based on ourhistorical collection experience, current trends, credit policy, apercentage of our accounts receivable by aging category andexpectations of future bad debts based on current collectionactivities. In determining the allowance, we consider historicalwrite-offs of our receivables as well as historical changes in ourcredit policies. We also look at current trends in the credit qualityof our customer base.

Revenue recognition – Werecord equipment revenue for the sale of handsets and accessories tocustomers in our retail stores and to local resellers in ourterritories. We do not record equipment revenue on handsets andaccessories purchased by our customers from national resellers ordirectly from Sprint. Our customers pay an activation fee when theyinitiate service. In the past, we deferred this activation fee in allcases and recorded the activation fee revenue over the estimatedaverage life of our customers which ranges from 12 to 36 monthsdepending on credit class and based on our past experience. EffectiveJuly 1, 2003, we adopted the accounting provisions of Emerging IssuesTask Force ("EITF") Abstract No. 00-21,"Accounting for Revenue Arrangements with MultipleDeliverables." Accordingly, beginning July 1, 2003, weallocate amounts charged to customers at the point of sale between thesale of handsets and other equipment and the sale of wirelesstelecommunications services in those transactions taking place indistribution channels that we directly control. Activation fees chargedin transactions outside of our directly controlled distributionchannels continue to be deferred and amortized over the average life ofthe subscriber base.

We recognize revenue from our customers asthey use the service. Additionally, we provide a reduction of recordedrevenue for billing adjustments and billing corrections.

Thecost of handsets sold generally exceeds the retail sales price, as itis common in our industry to subsidize the price of handsets forcompetitive reasons. For handsets sold through channels controlled bySprint that are activated by a subscriber in our territory, wereimburse Sprint for the amount of subsidy incurred by them inconnection with the sale of these handsets. This reimbursement paid toSprint is reflected in our selling and marketing expenses in theconsolidated statements of operations.

Accounting forgoodwill and intangible assets – In connection with ouracquisitions of Roberts, WOW and Southwest PCS in the first quarter of2001, we recorded certain intangible assets including both identifiableintangibles and goodwill. Identifiable intangibles consisted of theSprint agreements and the respective subscriber bases in place at thetime of acquisition. The intangible assets related to the Sprintagreements are being amortized on a straight line basis over theremaining original term of the underlying Sprint agreements orapproximately 17.6 years. The subscriber base intangible asset wasamortized on a straight line basis over the estimated life of theacquired subscribers or approximately 3 years. The subscriber baseintangible asset became fully amortized in the first quarter of 2004.We purchased the rights to additional territory from Sprint inSeptember 2004 which resulted 

21

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in the recognition of an intangible assetrelated to the rights under the Sprint agreement. This intangible assetis being amortized over the remaining original term of the relatedSprint agreement or approximately 14 years.

We adopted theprovisions of SFAS No. 142, "Goodwill and Other IntangibleAssets," on January 1, 2002. SFAS No. 142 primarilyaddresses the accounting for goodwill and intangible assets subsequentto their initial recognition. The provisions of SFAS No. 142 (i)prohibit the amortization of goodwill and indefinite-lived intangibleassets, (ii) require that goodwill and indefinite-lived intangibleassets be tested annually for impairment (and in interim periods ifcertain events occur indicating that the carrying value of goodwill andindefinite-lived intangible assets may be impaired), (iii) require thatreporting units be identified for the purpose of assessing potentialfuture impairments of goodwill and (iv) remove the forty-yearlimitation on the amortization period of intangible assets that havefinite lives. As of December 31, 2001, we had recorded $15.9 million inaccumulated amortization of goodwill. Upon the adoption of SFAS No.142, the amortization of goodwill was discontinued. In connection withour annual impairment testing related to goodwill as of July 31, 2002,we determined that goodwill was impaired and recorded an impairmentcharge in the third quarter of 2002 to reduce the carrying value ofgoodwill to zero.

Long-lived asset recovery –Long-lived assets, consisting primarily of property, equipment andfinite-lived intangibles, comprised approximately 75 percent of ourtotal assets at September 30, 2004. Changes in technology or in ourintended use of these assets may cause the estimated period of use orthe value of these assets to change. In addition, changes in generalindustry conditions could cause the value of certain of these assets tochange. We monitor the appropriateness of the estimated useful lives ofthese assets. Whenever events or changes in circumstances indicate thatthe carrying amounts of these assets may not be recoverable, we reviewthe respective assets for impairment. The impairment of goodwillrecorded in 2002 and the trends in the wireless telecommunicationsindustry that drove our decision to launch a debt exchange offer inSeptember 2003 were deemed to be "triggeringevents" requiring impairment testing of our otherlong-lived assets under SFAS No. 144, "Accounting for theImpairment or Disposal of Long-Lived Assets." Inperforming this test, assets are grouped according to identifiable cashflow streams and the undiscounted cash flow over the life of the assetgroup is compared to the carrying value of the asset group. We havedetermined that we have one asset grouping related to cash flowsgenerated by our subscriber base, which includes all of our assets. Thelife of this asset group for purposes of these impairment tests wasassumed to be ten years. No impairment was indicated as a result ofthese tests. Estimates and assumptions used in both estimating theuseful life and evaluating potential impairment issues require asignificant amount of judgment.

Income taxes – Weutilize an asset and liability approach to accounting for income taxes,wherein deferred taxes are provided for book and tax basis differencesfor assets and liabilities. In the event differences exist between thebook and tax basis of our assets and liabilities that result indeferred assets, an evaluation of the probability of being able torealize the future benefits indicated by such assets is made. Avaluation allowance is provided for the portion of deferred tax assetsfor which there is sufficient uncertainty regarding our ability torecognize the benefits of those assets in future years.

The netdeferred tax asset was fully reserved through December 31, 2000 becauseof uncertainty regarding our ability to recognize the benefit of theasset in future years. In connection with the acquisitions in 2001, asignificant deferred tax liability was recorded related to intangibles.The reversal of the timing differences which gave rise to the deferredtax liability will allow us to benefit from the deferred tax asset. Assuch, the valuation allowance against the deferred tax asset wasreduced in 2001 to account for the expected benefit to be realized.Prior to February 1, 2000, our predecessor operated as a limitedliability company ("LLC") under which lossesfor income tax purposes were utilized by the LLC members on theirincome tax returns. Subsequent to January 31, 2000, we became a C-corpfor federal income tax purposes and therefore subsequent losses becamenet operating loss carryforwards to us. We continue to evaluate thelikelihood of realizing the benefits of deferred tax items. During2003, we reinstated a valuation allowance to reflect the deferred taxassets at the amounts expected to be realized.

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Reliance on the timeliness andaccuracy of data received from Sprint –  We placesignificant reliance on Sprint as a service provider in terms of thetimeliness and accuracy of financial and statistical data related tocustomers based in our service territory that we receive on a periodicbasis from Sprint. We make significant estimates in terms of revenue,cost of service, selling and marketing costs and the adequacy of ourallowance for uncollectible accounts based on this data we receive fromSprint. We obtain assurance as to the accuracy of this data throughanalytic review and reliance on the service auditor report onSprint's internal control processes prepared by Sprint'sexternal service auditor. Inaccurate or incomplete data from Sprintcould have a material adverse effect on our results of operations andcash flow.

Consolidated Results of Operations (dollars inthousands)

**For the three and nine month periods endedSeptember 30, 2004 compared to the three and nine month periods endedSeptember 30, 2003**

Subscriber growth and key performanceindicators – We had total subscribers of approximately866,000 at September 30, 2004 compared to approximately 693,000 atSeptember 30, 2003. This growth of approximately 173,000 subscribers or25 percent year over year compares to 17 percent growth from September30, 2002 to September 30, 2003.

Average monthly churn for thethird quarter of 2004 was approximately 2.4 percent compared toapproximately 2.9 percent for the third quarter of 2003. This level ofchurn in the third quarter of 2004 was slightly higher than that in thesecond quarter of 2004 when we experienced average monthly churn of 2.1percent. Increases in churn negatively impact our operations as weincur significant up front costs in acquiring customers.

Service Revenues – Service revenues consist ofrevenues from our subscribers and roaming and wholesale revenue earnedwhen subscribers from other carriers or resellers of PCS service useour portion of the PCS network of Sprint.

Subscriber revenueconsists of payments received from our subscribers for monthly serviceunder their service plans. Subscriber revenue also includesamortization of deferred activation fees and charges for the use ofvarious features including PCS Vision, the wireless web and voiceactivated dialing. Subscriber revenues were $143,623 for the quarterended September 30, 2004 compared to $116,665 for the quarter endedSeptember 30, 2003. This increase of 23 percent was primarily due tothe 25 percent increase in our subscriber base discussed above.Subscriber revenues were $401,938 for the nine months ended September30, 2004 compared to $335,239 for the nine months ended September 30,2003. This increase of 20 percent was also primarily due to theincrease in the subscriber base discussed above. Base ARPU (which doesnot include roaming revenue) remained consistent in the third quarterof 2004 at $57 compared to $57 in the third quarter of 2003. Base ARPUin the first nine months of 2004 was $56 which was consistent with baseARPU of $56 in the first nine months of 2003.

Roaming andwholesale revenue is comprised of revenue from Sprint and other PCSsubscribers based outside of our territory that roam onto our portionof the PCS network of Sprint as well as revenue from resellers of PCSservice whose subscribers use our portion of the PCS network ofSprint.

Roaming revenue was $49,475 for the quarter endedSeptember 30, 2004 compared to $40,128 for the quarter ended September30, 2003. This increase of 23 percent was primarily due to a 29 percentincrease in inbound roaming minutes to 604 million for the quarterended September 30, 2004 compared to 468 million for the quarter endedSeptember 30, 2003. Roaming revenue was $135,887 for the nine monthsended September 30, 2004 compared to $105,523 for the nine months endedSeptember 30, 2003. This increase of 29 percent was primarily due to a37 percent increase in inbound roaming minutes to 1,654 million for thenine months ended September 30, 2004 compared to 1,203 million for thenine months ended September 30, 2003. The percentage increase inrevenue in both the three and nine month periods ended September 30,2004 was less than the respective percentage increases in minutes dueto declining rates from carriers other than Sprint. We have areciprocal 

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roaming rate arrangement with Sprint pursuantto which per-minute charges for inbound and outbound roaming related toSprint subscribers are identical. This rate has been 5.8 cents perminute since January 1, 2003. The November 2003 amendments to ouraffiliation agreements with Sprint (as amended in March 2004) thatbecame effective on December 1, 2003 after the completion of our debtexchange, fixed our reciprocal roaming rate with Sprint at 5.8 centsper minute until December 31, 2006. We are currently a net receiver ofroaming with Sprint, meaning that the minute volume from other Sprintsubscribers roaming onto our network is greater than the minute volumefrom our subscribers roaming onto other portions of the PCS network ofSprint. The ratio of inbound to outbound Sprint roaming minutes was 1.1to 1 for the nine months ended September 30, 2004. We have experienceda significant increase in the volume of inbound roaming traffic fromPCS providers other than Sprint. This traffic is settled at ratesseparately negotiated by Sprint on our behalf with the other PCSproviders and has declined in some cases during 2004 compared to2003.

Wholesale revenue was $9,631 for the quarter endedSeptember 30, 2004 compared to $998 for the quarter ended September 30,2003. This increase of 865 percent was due to the addition of revenuerelated to subscribers of another PCS carrier with whom Sprint enteredinto an agreement to allow those subscribers to use the PCS network ofSprint on a wholesale basis. As a result, all minutes of use for thosesubscribers in their home areas as well as when roaming are on the PCSnetwork of Sprint. Wholesale revenue was $18,077 for the nine monthsended September 30, 2004 compared to $2,433 for the nine months endedSeptember 30, 2003. This increase of 643 percent was also due to theaddition of wholesale subscribers discussed above.

Productsales and cost of products sold – We record revenue from thesale of handsets and accessories, net of an allowance for returns, asproduct sales. Product sales revenue and cost of products sold arerecorded for all products that are sold through our retail stores aswell as those sold to our local indirect agents. The cost of handsetssold generally exceeds the retail sales price as we subsidize the priceof handsets for competitive reasons. Sprint's handset returnpolicy allows customers to return their handsets for a full refundwithin 14 days of purchase. When handsets are returned to us, we may beable to reissue the handsets to customers at little additional cost tous. However, when handsets are returned to Sprint for refurbishing, wemay receive a credit from Sprint, which is less than the amount weoriginally paid for the handset.

Product sales revenue for thethird quarter of 2004 was $8,637 compared to $8,599 for the thirdquarter of 2003. Cost of products sold for the third quarter of 2004was $20,265 compared to $14,913 for the third quarter of 2003. As such,the subsidy on handsets sold through our retail and local indirectchannels was $11,628 in the third quarter of 2004 and $6,314 in thethird quarter of 2003. Product sales revenue for the first nine monthsof 2004 was $25,483 compared to $19,697 for the first nine months of2003. Cost of products sold for the first nine months of 2004 was$56,427 compared to $40,156 for the first nine months of 2003. Thesubsidy on handsets sold through our retail and local indirect channelswas $30,944 in the first nine months of 2004 and $20,459 in the firstnine months of 2003. The increase in subsidies of $4,793 and $9,964 inthe three and nine months ended September 30, 2004, respectively isprimarily due to an increase in the number of activations through ourretail and local indirect channels of approximately 29,000 and 55,700,respectively. In addition to the increase in the number of activations,we also experienced an increase in subsidies through the retail andindirect channels relating to existing subscribers upgrading theirhandsets in 2004.

Cost of service and operations (excludingnon-cash compensation) – Cost of service and operationsincludes the costs of operating our portion of the PCS network ofSprint. These costs include items such as tower operating leases andmaintenance as well as backhaul costs, which are costs associated withtransporting wireless calls across our portion of the PCS network ofSprint to another carrier's network. In addition, cost of serviceand operations includes outbound roaming costs, long distance charges,the fees we pay to Sprint for our 8 percent affiliation fee, backoffice services such as billing and customer care, as well as ourprovision for estimated uncollectible accounts. Expenses of $99,250 inthe third quarter of 2004 were approximately 19 percent higher than the$83,313 incurred in the third quarter of 2003. Expenses of $276,528 inthe first nine months of 2004 were approximately 14 percent higher thanthe $242,912 incurred in the first nine months of 2003. The increase inexpenses in the third quarter and first nine months of 2004 was due tothe increased volume of traffic carried on 

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our network. Total minutes of use on ournetwork were 2.5 billion minutes in the third quarter of 2004 comparedto 1.6 billion minutes in the third quarter of 2003 for an increase intraffic of 56 percent. Total minutes of use on our network were 6.6billion minutes in the first nine months of 2004 compared to 4.4billion minutes in the first nine months of 2003 for an increase intraffic of 50 percent. The increase in costs was lower relative to theincrease in traffic due to the leverage we experience in spreading ourfixed network operating costs over a larger volume of activity.

Selling and marketing expenses (excluding non-cash compensation)– Selling and marketing expenses include advertising,promotion, sales commissions and expenses related to our distributionchannels including our retail store expenses. In addition, we reimburseSprint for the subsidy on handsets sold through national retail storesdue to the fact that these retailers purchase their handsets fromSprint. This subsidy is recorded as a selling and marketing expense.Total selling and marketing expenses of $40,090 in the third quarter of2004 were 35 percent higher than the $29,801 incurred in the thirdquarter of 2003. Total selling and marketing expenses of $102,922 inthe first nine months of 2004 were 22 percent higher than the $84,531incurred in the first nine months of 2003. The increase experiencedduring the three months and nine months ended September 30, 2004 isattributable to an increase in variable costs resulting from increasesin gross activations in the third quarter and first nine months of 2004as compared to the third quarter and first nine months of 2003.

General and administrative expenses (excluding non-cashcompensation) – General and administrative expenses includecorporate costs and expenses such as administration and finance.General and administrative expenses of $5,681 in the third quarter of2004 were 44 percent higher than the $4,084 incurred in the thirdquarter of 2003. General and administrative expenses of $17,284 in thefirst nine months of 2004 were 39 percent higher than the $12,471incurred in the first nine months of 2003. General and administrativeexpenses include corporate costs and expenses such as administrationand finance. The increase in the first nine months of 2004 has been theresult of increased professional fees being driven by various effortsundertaken in preparing for the reporting requirements under theSarbanes-Oxley Act of 2002, additional legal fees incurred in defenseof class action lawsuits brought late in 2003 and additional personnelcosts.

Depreciation and amortization –Depreciation and amortization includes depreciation of ourproperty and equipment as well as amortization of intangibles.Depreciation is calculated on the straight line method over theestimated useful lives of the underlying assets and totaled $18,324 inthe third quarter of 2004, which was consistent with the $18,217recorded in the third quarter of 2003. Depreciation totaled $54,269 inthe first nine months of 2004 which was 3 percent higher than the$52,486 recorded in the first nine months of 2003. The increase in thefirst nine months of 2004 is due to the increase in depreciable costsas a result of our capital expenditures in the last three months of2003 and the first nine months of 2004.

Amortization expenserelates to identifiable intangible assets we have recorded related tothe agreements with Sprint and the customer base acquired in connectionwith purchase transactions. Amortization expense of $7,562 in the thirdquarter of 2004 was 25 percent less than the $10,017 in the thirdquarter of 2003. Amortization expense of $24,524 in the first ninemonths of 2004 was 18 percent less than the $30,050 in the first ninemonths of 2003. The decrease in both the third quarter and first ninemonths of 2004 is due to the fact that the intangible asset related tothe subscriber base acquired became fully amortized in the firstquarter of 2004.

Impairment of property and equipment– We recorded impairments of property and equipment in thethird quarter and first nine months of 2004 of $172 and $3,082,respectively, compared to $291 and $685, in the third quarter and firstnine months of 2003. Impairments recorded in both periods primarilyrelate to the abandonment of certain network equipment that had becometechnologically obsolete.

Non-cash compensation –Non-cash compensation expense of $30 in the third quarter of 2004was 33 percent less than the $45 in the third quarter of 2003. Theexpense relates to vesting of restricted stock that had been awarded tocertain of our officers and directors.

Non-cash compensationexpense of $81 in the first nine months of 2004 was 72 percent lessthan the $285 in the first nine months of 2003. The 2004 expenseincludes $6 in compensation to directors 

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in the form of the issuance of 9,000unrestricted shares of our common stock. The 2003 expense includes $161in compensation to directors in the form of the issuance of 105,000unrestricted shares of our common stock. The remaining expense for thefirst nine months of 2004 and 2003 relates to vesting of restrictedstock that had been awarded to certain of our officers anddirectors.

Operating income (loss) – Ouroperating income for the third quarter of 2004 was $19,812 compared to$5,708 for the third quarter of 2003, representing an improvement of$14,104. Our operating income for the first nine months of 2004 was$46,268 compared to a loss of $684 for the first nine months of 2003,representing an improvement of $46,952. The improvement in operatingincome is primarily attributable to the leverage we have achieved inspreading our fixed costs over a larger base of subscribers.

Loss on debt extinguishment – The loss on debtextinguishment of $13,101 recorded in the first nine months of 2004relates to the repayment and termination of our senior secured creditfacility in January 2004. The loss is comprised of $12,565 in netdeferred loan fees related to the terminated credit facility plus therecognition of $536 in other comprehensive loss related to derivativeinstruments used for hedging interest rate risk on outstandingborrowings under the credit facility.

Debt exchange expenses– Debt exchange expenses recorded in the third quarter andfirst nine months of 2003 of $2,332 and $3,528, respectively, consistof professional fees and transaction costs associated with the debtexchange that was completed in November 2003 that were allocated to thenew notes issued in the exchange and were expensed in accordance withthe accounting provisions of SFAS No. 15, "Accounting byDebtors and Creditors for Troubled Debt Restructuring."Because the debt exchange was considered a troubled debt restructuringunder the provisions of SFAS No. 15, transaction costs associated withthe granting of an equity interest to the holders of the notes wererecorded as a reduction in the fair value of the Series B RedeemableConvertible Preferred Stock issued in the debt exchange. The remainingtransaction costs were expensed. We had no such debt exchange expensesin 2004.

Gain on derivative instrument – TheSeries B Redeemable Convertible Preferred Stock that was issued inNovember 2003 contains an early call option which allows us torepurchase the preferred stock at a premium beginning in the fourthyear after the shares were issued. Based on the provisions of SFAS No.149, "Amendment of Statement 133 on Derivative Instrumentsand Hedging Activities," the derivative instrument relatedto this early call option has been separated from the value of thepreferred stock and recorded separately in our consolidated balancesheet. Changes in the fair value of this option are reflected inearnings each period. The gains in the third quarter and first ninemonths of 2004 of $1,200 and $1,946, respectively, represent the netincrease in the fair value of this option after taking into account theconversion of 199,796 shares of preferred stock during the first ninemonths of 2004.

Interest and other income –Interest and other income represents amounts earned on theinvestment of excess cash including restricted cash. Income of $362 inthe third quarter of 2004 was 94 percent higher than the $187 earned inthe third quarter of 2003. Income of $751 in the first nine months of2004 was 9 percent less than the $821 earned in the first nine monthsof 2003. The increase in interest and other income earned in the thirdquarter is primarily due to the fact that during 2004, the Board ofDirectors approved a change in the Company's investment policy toextend the allowable weighted average maturity of investments from the90 days allowed previously to 270 days. The decrease in interest andother income earned in the first nine months is due to a decrease inrestricted cash of approximately $10 million during the first quarterof 2003 offset by the improvement in yield on excess liquidity duringthe second and third quarters of 2004 as discussed above.

Interest expense – Interest expense for the thirdquarter of 2004 and 2003 included non-cash interest of $6,525 and$10,123, respectively, related to the accretion of senior discountnotes, the amortization of debt issuance costs and changes in the fairvalue of hedge instruments that do not qualify for hedge accountingtreatment. The decrease in total interest expense to $19,206 in thethird quarter of 2004 from $26,519 in the third quarter of 2003 is dueto the decreased level of debt after the debt exchange completed inNovember 2003 coupled with a lower interest rate on senior notes issuedin November 2003 and January 2004.

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Interest expense for the first nine monthsof 2004 and 2003 included non-cash interest of $19,075 and $29,674,respectively. The decrease in total interest expense to $56,393 in thefirst nine months of 2004 from $79,007 in the first nine months of 2003is also due to the decreased level of debt after the debt exchangecompleted in November 2003 coupled with a lower interest rate on seniornotes issued in November 2003 and January 2004.

IncomeTaxes

We account for income taxes in accordance with SFAS No.109 "Accounting for Income Taxes." As ofDecember 31, 2000, the net deferred tax asset consisted primarily oftemporary differences related to the treatment of organizational costs,unearned compensation, interest expense and net operating loss carryforwards. The net deferred tax asset was fully offset by a valuationallowance as of December 31, 2000 because there was sufficientuncertainty as to whether we would recognize the benefit of thosedeferred taxes in future periods. In connection with the acquisitionscompleted in the first quarter of 2001, we recorded significantdeferred tax liabilities due to differences in the book and tax basisof the net assets acquired, particularly intangible assets.

Thereversal of the timing differences which gave rise to these deferredtax liabilities allowed us to realize the benefit of timing differenceswhich gave rise to the deferred tax asset. As a result, we released thevaluation allowance during the second quarter of 2001. Prior to 2001,all deferred tax benefit had been fully offset by an increase in thevaluation allowance such that there was no financial statement impactwith respect to income taxes. With the reduction of the valuationallowance in 2001, we began to reflect a deferred tax benefit in ourconsolidated statement of operations. During 2003, we reinstated avaluation allowance to reflect the deferred tax assets at the amountsexpected to be realized. During 2004, we have recorded a 100 percentvaluation allowance against all current net operating losses generatedfor tax purposes. The current income tax expense related to ourexpected AMT liability recorded in the first nine months of 2004 was$557.

Cash Flows

Operating activities –Operating cash flows increased $52,971 in the first nine months of2004 compared to the first nine months of 2003. This increase isprimarily due to our increased income before non-cash items of$52,908.

Investing activities – Our investingcash flows were negative $113,990 in the first nine months of 2004compared to positive $5,575 in the first nine months of 2003. Thedecrease of $119,565 is due primarily to three items. First, our cashcapital expenditures for the first nine months of 2004 were $32,120higher than that in the first nine months of 2003 due to the payment ofobligations incurred in the fourth quarter of 2003. Secondly, the firstnine months of 2003 included a decrease in restricted cash of $34,724which is reflected as a positive cash flow from investing activities inthat quarter. Restricted cash only decreased by $1 in the first ninemonths of 2004. Additionally, in the first nine months of 2004, weestablished a short term investment account in an effort to improveyields on excess liquidity. The amount invested in the first ninemonths of 2004 was $50,342.

Financing activities –Our financing cash flows increased in the first nine months of2004 to a positive $35,173 from a negative $4,057 in the first ninemonths of 2003. Our financing cash flows in the first nine months of2003 primarily consisted of repayments on capital leases reduced byproceeds for shares issued to employees in connection with our employeestock purchase plan. In the first quarter of 2004, we received netproceeds from an offering of senior notes of approximately $242 millionwhich were used to permanently repay $200 million in borrowingsoutstanding under our senior secured credit facility. We paid cashdividends on preferred stock in the first nine months of 2004 of $8,349and received proceeds from issuances of stock to our employee stockpurchase plan as well as exercises of stock options totaling$2,419.

Liquidity and Capital Resources

Sinceinception, we have financed our operations through capitalcontributions from our owners, debt financing and proceeds generatedfrom public offerings of our common stock. The proceeds from

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these transactions have been used to fundthe build-out of our portion of the PCS network of Sprint, subscriberacquisition costs and working capital.

While we have incurredsignificant net losses since inception and incurred negative cash flowsfrom operating activities through 2002, we generated approximately $55million and $88 million of cash flows from operating activities for theyear ended December 31, 2003 and the nine months ended September 30,2004, respectively. In November 2003, we completed a debt exchange thatprovided for approximately $238 million of principal debtreduction.

As of September 30, 2004, we had $109 million of cashon hand as well as $50 million in short term investments which webelieve will be sufficient to fund expected capital expenditures and tocover our working capital and debt service requirements (includingdividends on preferred stock) for at least the next 12 months.

Our future liquidity will be dependent on a number of factorsinfluencing our projections of operating cash flows, including thoserelated to subscriber growth, ARPU, average monthly churn and cost pergross addition. Should actual results differ significantly from theseassumptions, our liquidity position could be adversely affected and wecould be in a position that would require us to raise additionalcapital, 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 toachieve our intended business objectives.

Future Trends ThatMay Affect Operating Results, Liquidity and Capital Resources

During 2002 and 2003, we experienced overall declining netsubscriber growth compared to previous periods. This trend isattributable to increased competition and slowing aggregate subscribergrowth in the wireless telecommunications industry. Although we haveexperienced improvement in subscriber growth in the third quarter andfirst nine months of 2004, we are continuing to incur net losses as wecontinue to add subscribers, which requires a significant up-frontinvestment to acquire those subscribers. If net subscriber growth doesnot continue to improve, it will lengthen the amount of time it willtake for us to reach a sufficient number of subscribers to achieveprofitability.

We may experience a higher average monthly churnrate than we are currently anticipating. Our average monthly churn forthe third quarter of 2004 was 2.4 percent compared to 2.7 percent forthe year ended December 31, 2003 and 3.4 percent for the year endedDecember 31, 2002. The rate of churn experienced in 2002 was thehighest that we have experienced on an annual basis since the inceptionof the Company. Although churn has declined over the past two years, weexpect that in the near term churn may increase as a result of theimplementation of the FCC's WLNP mandate in all of our marketsduring the third quarter of 2004. Through the third quarter of 2004, wehave not experienced a material impact to churn related to WLNP withrespect to the markets in which we operate. If average monthly churnincreases over the long-term, we would lose the cash flows attributableto those customers and have greater than projected losses.

Wemay incur significant handset subsidy costs for existing customers whoupgrade to a new handset. As our customer base matures andtechnological advances in our services take place, more existingcustomers will begin to upgrade to new handsets to take advantage ofthese services. We have limited historical experience regarding therate at which existing customers upgrade their handsets and if morecustomers upgrade than we are currently anticipating, it could have amaterial adverse impact on our earnings and cash flows.

We maynot be able to access the credit or equity markets for additionalcapital if the liquidity discussed above is not sufficient for the cashneeds of our business. We continually evaluate options for additionalsources of capital to supplement our liquidity position and maintainmaximum financial flexibility. If the need for additional capitalarises due to our actual results differing significantly from ourbusiness plan or for any other reason, we may be unable to raiseadditional capital.

Recently Issued AccountingPronouncements

In April 2004, the EITF issued Abstract No.03-06, "Participating Securities and the Two-Class MethodUnder FASB Statement No. 128, Earnings Per Share." EITF03-06 addresses a number of 

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questions regarding the computation ofearnings per share by companies that have issued securities other thancommon stock that contractually entitle the holder to participate individends and earnings of the company when and if, it declaresdividends on its common stock. The Abstract also provides furtherguidance in applying the two-class method of calculating earnings pershare, clarifying what constitutes a participating security and how toapply the two-class method of computing earnings per share once it isdetermined that a security is participating, including how to allocateundistributed earnings to such a security. EITF 03-06 is effective forfiscal periods beginning after March 31, 2004 and was adopted by us inthe second quarter of 2004. The Series B redeemable convertiblepreferred stock issued by Alamosa Holdings in November 2003 hasparticipation features that requires us to apply the two-class methodof calculating earnings per share. The adoption of this Abstract willhave the effect of diluting basic earnings per share in periods when wereport net income available to common stockholders and will not impactearnings per share in periods when we report a net loss attributable tocommon stockholders.

ITEM 3.    QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

We do not engage in commodityfutures trading activities and do not enter into derivative financialinstrument transactions for trading or other speculative purposes. Wealso do not engage in transactions in foreign currencies that couldexpose us to market risk.

We have been subject to some interestrate risk on our senior secured borrowings and could be subject tointerest rate risk on any future floating rate financing.

General hedging policies – We have entered intointerest rate swap and collar agreements to manage our exposure tointerest rate changes in the past. We seek to minimize counterpartycredit risk through stringent credit approval and review processes, theselection of only the most creditworthy counterparties, continualreview and monitoring of all counterparties, and through legal reviewof contracts. We also control exposure to market risk by regularlymonitoring changes in interest rate positions under normal and stressconditions to ensure that they do not exceed established limits. Ourderivative transactions are used for hedging purposes only and complywith Board-approved policies. Senior management receives frequentstatus updates of all outstanding derivative positions.

Interest rate risk management – Our interest raterisk management program focuses on minimizing exposure to interest ratemovements by setting an optimal mixture of floating and fixed-ratedebt. We utilize interest rate swaps and collars to adjust our riskprofile relative to any floating rate debt. We have no floating ratedebt outstanding at September 30, 2004.

The following tablepresents the estimated future outstanding long-term debt at the end ofeach year and future required annual principal payments for each yearthen ended associated with the senior discount notes, senior notes andcapital leases based on our projected level of long-termindebtedness:

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|                                 |  |                          |         |         |  |        |         |         |  |        |         |            |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------|--|--------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                            |  | Years Ending December31, |         |
|                            |  | 2004                     |         | 2005    |  | 2006   |         | 2007    |  | 2008   |         | Thereafter |
|                            |  | (Dollars InMillions)     |         |
| Fixed Rate Instruments          |  |
| 12 7/8% senior discountnotes(2) |  | $                        | 6       |    |  | $      | 6       |    |  | $      | 6       |       |  | $      | 6       |    |  | $      | 6       |    |  | $      | — |    |
| Fixedinterestrate               |  |                     | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %     |  |   | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %  |
| Principalpayments               |  |                     | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 6       |    |
| 12%senior discountnotes(2)      |  | $                        | 218     |    |  | $      | 233     |    |  | $      | 233     |       |  | $      | 233     |    |  | $      | 233     |    |  | $      | — |    |
| Fixedinterestrate               |  |                     | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %     |  |   | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %  |
| Principalpayments               |  |                     | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 233     |    |
| 121⁄2%seniornotes          |  |                     | 12      |    |  |   | 12      |    |  |   | 12      |       |  |   | 12      |    |  |   | 12      |    |  |   | — |    |
| Fixedinterestrate               |  |                     | 12.500  | %  |  |   | 12.500  | %  |  |   | 12.500  | %     |  |   | 12.500  | %  |  |   | 12.500  | %  |  |   | 12.500  | %  |
| Principalpayments               |  |                     | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 12      |    |
| 13 5/8%seniornotes              |  |                     | 2       |    |  |   | 2       |    |  |   | 2       |       |  |   | 2       |    |  |   | 2       |    |  |   | — |    |
| Fixedinterestrate               |  |                     | 13.625  | %  |  |   | 13.625  | %  |  |   | 13.625  | %     |  |   | 13.625  | %  |  |   | 13.625  | %  |  |   | 13.625  | %  |
| Principalpayments               |  |                     | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 2       |    |
| 11%seniornotes                  |  |                     | 251     |    |  |   | 251     |    |  |   | 251     |       |  |   | 251     |    |  |   | 251     |    |  |   | — |    |
| Fixedinterestrate               |  |                     | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Principalpayments               |  |                     | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 251     |    |
| 81⁄2%seniornotes           |  |                     | 250     |    |  |   | 250     |    |  |   | 250     |       |  |   | 250     |    |  |   | 250     |    |  |   | — |    |
| Fixedinterestrate               |  |                     | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %     |  |   | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %  |
| Principalpayments               |  |                     | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 250     |    |
| Capitalleases                   |  |
| Total minimum leasepayments(1)  |  | $                        | 1.208   |    |  | $      | 1.038   |    |  | $      | 0.888   |       |  | $      | 0.744   |    |  | $      | 0.599   |    |  | $      | — |    |
| AverageInterestRate             |  |                     | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %     |  |   | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %  |
| Annualleasepayments             |  |                     | 0.596   |    |  |   | 0.170   |    |  |   | 0.150   |       |  |   | 0.144   |    |  |   | 0.145   |    |  |   | 0.599   |    |
|                                 |

|     |                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Theseamounts represent the estimated minimum annual payments due under ourestimated capital lease obligations for the periodspresented. |

|     |                                                                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Interest will accrete onthe 12 7/8% senior discount notes throughFebruary 2005 and on the 12% senior discount notes through July31, 2005 at which time the notes will begin to require cash payments ofinterest. |

Our primary market risk exposure relates to:

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | the interest rate risk on long-term andshort-term borrowings; and |

|              |                                                                                                |
|--------------|------------------------------------------------------------------------------------------------|
| •  | our abilityto refinance our senior discount notes and senior notes at maturity atmarket rates. |

As a condition to the senior secured creditfacility, we were required to maintain one or more interest rateprotection agreements in an amount equal to a portion of the total debtunder the credit facility. As of June 30, 2004, we had terminated allinterest rate protection agreements. We do not hold or issue financialor derivative financial instruments for trading or speculativepurposes. While we cannot predict our ability to refinance existingdebt or the impact that interest rate movements will have on ourexisting debt, we continue to evaluate our financial position on anongoing basis.

ITEM 4.    CONTROLS AND PROCEDURES

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Evaluation of Disclosure Controls and Procedures.Each of our Chief Executive Officer and Chief Financial Officer hasevaluated the effectiveness of our disclosure controls and procedures(as such term is defined in Rules 13a-15(e) or 15d-15(e) under theExchange Act), as of the end of the period covered by this quarterlyreport, based on the evaluation of these controls and proceduresrequired by Rules 13a-15(b) or 15d-15(b) under the Exchange Act. Basedon such evaluation, such officers have concluded that, as of the end ofthe period covered by this quarterly report, our disclosure controlsand procedures are effective in alerting them on a timely basis tomaterial information relating to us (including our consolidatedsubsidiaries) required to be included in our reports filed or submittedunder the Exchange Act. |

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|           |                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Changes in InternalControl Over Financial Reporting. There have not been any changes inour internal controls over financial reporting (as such term is definedin Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during thefiscal quarter to which this report relates that have materiallyaffected, or are reasonably likely to materially affect, our internalcontrols over financial reporting. |

We place reliance on Sprintto adequately design its internal controls with respect to theprocesses established to provide financial information and otherinformation to us and the other PCS Affiliates of Sprint. To addressthis issue, Sprint engages its independent auditors to perform aperiodic evaluation of these controls and to provide a"Report on Controls Placed in Operation and Tests ofOperating Effectiveness for Affiliates" under guidanceprovided in Statement of Auditing Standards No. 70. This report isprovided semi-annually to us.

PART II – OTHERINFORMATION

ITEM 1.    LEGAL PROCEEDINGS

On January23, 2001, our board of directors, in a unanimous decision, terminatedthe employment of Jerry Brantley, then President and COO of theCompany. On April 29, 2002, Mr. Brantley initiated litigation againstus and our Chairman, David E. Sharbutt in the District Court of LubbockCounty, Texas, 22nd Judicial District, alleging wrongfultermination. In the litigation, Mr. Brantley claimed, among otherthings, that our termination of his employment was without cause underhis employment agreement rather than a termination for non-performance.As such, Mr. Brantley's claim sought money damages for (i)severance pay equal to one year's salary at the time of histermination, (ii) the value of certain unexercised stock options heowned at the time of his termination, (iii) an allegedly unpaid bonusand (iv) exemplary damages, as well as recovery of attorneys'fees and costs. On September 27, 2002, the Court entered an AgreedOrder Compelling Arbitration. A panel of three arbitrators wasselected. Mr. Brantley's claims against us and David Sharbutt,including claims asserted in the Lubbock County lawsuit and in thearbitration, were resolved pursuant to a settlement agreement datedFebruary 6, 2004. The settlement does not materially impact ourconsolidated financial statements or our operations.

In Novemberand December 2003 and January 2004, multiple lawsuits were filedagainst us and David E. Sharbutt, our Chairman and Chief ExecutiveOfficer as well as Kendall W. Cowan, our Chief Financial officer.Steven Richardson, our Chief Operating Officer, was also a nameddefendant in one of the lawsuits. Each claim is a purported classaction filed on behalf of a putative class of persons who and/orentities that purchased Alamosa Holdings' securities betweenJanuary 9, 2001 and June 13, 2002, inclusive, and seeks recovery ofcompensatory damages, fees and costs. Each lawsuit was filed in theUnited States District Court for the Northern District of Texas, ineither the Lubbock Division or the Dallas Division. On February 27,2004, the lawsuits were consolidated into one action pending in theUnited States District Court for the Northern District of Texas,Lubbock Division. On March 4, 2004, the Court appointed theMassachusetts State Guaranteed Annuity Fund to serve as lead plaintiffand approved its selection of lead counsel for the consolidatedaction.

On May 18, 2004, the lead plaintiff filed a consolidatedcomplaint. The consolidated complaint names three of the originaldefendants (the Company, David Sharbutt and Kendall Cowan), drops oneof the original defendants (Steven Richardson) and names two newdefendants who are outside directors (Michael Roberts and StevenRoberts). The putative class period remains the same. The consolidatedcomplaint alleges violations of Sections 10(b) and 20(a) of theExchange Act, Rule 10b-5 promulgated thereunder, and Sections 11 and 15of the Securities Act. The consolidated complaint seeks recovery ofcompensatory damages, fees, costs, recission or rescissory damages inconnection with the Sections 11 and 15 claims, and injunctive reliefand/or disgorgement in connection with defendants' insidertrading proceeds. At the end of the putative class period on June 13,2002, we announced that our projection of net subscriber additions forthe second quarter of 2002 would be less than previously projected. Theconsolidated complaint alleges, among other things, that we made falseand misleading statements about subscriber additions during theputative class period. The consolidated complaint also alleges that ourfinancial statements were false and misleading because we improperlyrecognized revenue and failed to record adequate allowances foruncollectible receivables. Our motion to dismiss is currently pendingbefore the Court.

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We believe that we and the otherdefendants have meritorious defenses to these claims and intend tovigorously defend these actions. No discovery has been taken at thistime, and the ultimate outcome is not currently predictable. There canbe no assurance that the litigation will be resolved in our favor andan adverse resolution could adversely affect our financialcondition.

On July 8 and 15, 2004, two shareholder derivativesuits, each asserting identical allegations, were filed in StateDistrict Court in Dallas County, Texas on behalf of us against certainof our officers and directors: David E. Sharbutt, our Chairman andChief Executive Officer, Kendall W. Cowan, our Chief Financial Officer,as well as other current and former members of our board of directors,including Scotty Hart, Michael V. Roberts, Ray M. Clapp, Jr., SchuylerB. Marshall, Thomas F. Riley, Jr. Steven C. Roberts, Jimmy R. White,Thomas B. Hyde and Tom M. Phelps. The suits also name us as a nominaldefendant. On August 27, 2004, the lawsuits were consolidated into oneaction pending in State District Court in Dallas County, Texas. Basedon allegations substantially similar to the federal shareholder action,the suits assert claims for defendants' alleged violations ofstate law, including breaches of fiduciary duty, abuse of control,gross mismanagement, waste of corporate assets and unjust enrichmentthat allegedly occurred between January 2001 and June 2002. The suitsseek recovery of damages, fees, costs, equitable and/or injunctiveremedies, and disgorgement of all profits, benefits and othercompensation.

On November 26, 2003, Core Group PC filed a claimagainst Alamosa PCS and four other PCS Affiliates of Sprint in theUnited States District Court for the District of Kansas allegingcopyright infringement related to the designs used in Sprint retailstores. The complainant sought money damages and an injunction againstAlamosa PCS' continued use of the alleged copyrighted designs.This claim was dismissed on June 4, 2004 with no adverse impact tous.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES ANDUSE OF PROCEEDS.

On August 11, 2004, we completed a privateexchange transaction pursuant to which a holder of Series B PreferredStock delivered to us 4,700 shares of Series B Preferred Stock inexchange for 345,588 newly issued shares of Alamosa Holdings commonstock and approximately $160,000 in cash. The common stock issued inthis transaction was issued in reliance on Section 3(a)(9) of theSecurities Act.

In addition, during the three months and ninemonths ended September 30, 2004, an aggregate of 36 and 2,096 shares,respectively, of Series B Preferred Stock were tendered for conversionpursuant to the terms thereof in exchange for 2,647 and 154,112 shares,respectively of Alamosa Holdings common stock. The shares of commonstock issued upon conversion of Series B Preferred Stock were issued intransactions exempt from the registration requirements of theSecurities Act pursuant to Section 3(a)(9) thereunder.

ITEM3.    DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.    OTHER INFORMATION.

None.

ITEM 6.    EXHIBITS.

See the Exhibit Index following thesignature page hereto for a list of the exhibits filed pursuant to Item601 of Regulation S-K:

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SIGNATURES

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

|        |  |                                                                                                           |  |  |  |  |
|--------|--|-----------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | ALAMOSAHOLDINGS, INC.(Registrant)                                                                         |
|   |  | /s/ David E.Sharbutt                                                                                      |
|   |  | David E.SharbuttChairman of the Board of Directors andChief ExecutiveOfficer(Principal Executive Officer) |
|   |  | /s/ Kendall W.Cowan                                                                                       |
|   |  | Kendall W.Cowan Chief Financial Officer(Principal Financial andAccounting Officer)                        |
|        |

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EXHIBITINDEX

|               |      |              |  |                                                                                                                                                                                                                                                                        |  |  |
|---------------|------|--------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|
| ExhibitNumber |      | ExhibitTitle |
|          | 3.1  |         |  | Amendedand Restated Certificate of Incorporation of Alamosa Holdings, Inc.,filed as Exhibit 1.1 to the Registration Statement on Form 8-A, datedFebruary 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc.,which exhibit is incorporated herein byreference. |
|          | 3.2  |         |  | Amended and Restated Bylawsof Alamosa Holdings, Inc., filed as Exhibit 1.2 to the RegistrationStatement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357)of Alamosa Holdings, Inc., which exhibit is incorporated herein byreference.                      |
|          | 3.3  |         |  | Certificate of theDesignations, Powers, Preferences and Rights of Series B ConvertiblePreferred Stock, filed as Exhibit 3.1 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003, which exhibitis incorporated herein byreference.  |
|          | 3.4  |         |  | Certificate of theDesignations, Powers, Preferences and Rights of Series C ConvertiblePreferred Stock, filed as Exhibit 3.2 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003, which exhibitis incorporated herein by reference. |
|          | 31.1 | *       |  | Certification of CEO Pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         |
|          | 31.2 | *       |  | Certification of CFO Pursuant to Section 302 ofthe 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-OxleyAct of 2002.                                                                                                                                           |
|          | 32.2 | *       |  | Certification of CFOPursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906of the Sarbanes-Oxley Act of2002.                                                                                                                                            |
|               |

|  |
|--|
|  |  |
|  |

|   |                                  |
|---|----------------------------------|
| + | Exhibit is amanagement contract. |

|   |                           |
|---|---------------------------|
| * | Exhibit is filedherewith. |

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