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

FORM 10-Q

(Mark One)

|        |                                                                                                                              |
|--------|------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterlyperiod ended June 30, 2004 |

OR

|        |                                                                                                                                                                                                                                                                                                                                                   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for thetransition period from                    to                   |

COMMISSION FILE NUMBER: 0-32357

ALAMOSAHOLDINGS, INC.(Exact name of registrant as specified in itscharter)

|                                                               |  |                                      |  |  |  |  |
|---------------------------------------------------------------|--|--------------------------------------|--|--|--|--|
| DELAWARE                                                      |  | 75-2890997                           |
| (State orother jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.) |
|                                                               |

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

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

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe 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 of August 4, 2004, 112,664,093 shares of common stock,$0.01 par value per share, were issued andoutstanding.

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ALAMOSAHOLDINGS, INC.

TABLE OFCONTENTS

|                |  |                                                                                                                 |    |        |        |        |        |        |  |  |
|----------------|--|-----------------------------------------------------------------------------------------------------------------|----|--------|--------|--------|--------|--------|--|--|
|           |  |                                                                                                            |    | PAGE   |
| **PARTI**      |  | **FINANCIALINFORMATION**                                                                                        |    |   |   |   |
| Item1.         |  | FinancialStatements                                                                                             |    |   |   |   |
|           |  | Consolidated BalanceSheets at June 30, 2004 and December 31, 2003(unaudited)                                    |    |   | 3      |   |
|           |  | ConsolidatedStatements of Operations for the three months and six months ended June30, 2004 and 2003(unaudited) |    |   | 4      |   |
|           |  | ConsolidatedStatements of Cash Flows for the six months ended June 30, 2004 and2003 (unaudited)                 |    |   | 5      |   |
|           |  | Notes to theConsolidated Financial Statements                                                                   |    |   | 6      |   |
| Item2.         |  | Management's Discussionand Analysis of Financial Condition and Results ofOperations                             |    |   | 19     |   |
| Item 3.        |  | Quantitativeand Qualitative Disclosures About MarketRisk                                                        |    |   | 29     |   |
| Item 4.        |  | Controls andProcedures                                                                                          |    |   | 30     |   |
| **PARTII**     |  | **OTHERINFORMATION**                                                                                            |    |   |   |   |
| Item 1.        |  | LegalProceedings                                                                                                |    |   | 31     |   |
| Item 2.        |  | Changes inSecurities and Use of Proceeds                                                                        |    |   | 32     |   |
| Item3.         |  | Defaults Upon SeniorSecurities                                                                                  |    |   | 33     |   |
| Item 4.        |  | Submission ofMatters to a Vote of SecurityHolders                                                               |    |   | 33     |   |
| Item 5.        |  | OtherInformation                                                                                                |    |   | 33     |   |
| Item 6.        |  | Exhibits andReports on Form8-K                                                                                  |    |   | 33     |   |
| **SIGNATURES** |  |                                                                                                            | 34 |   |        |   |   |   |
|                |

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PART I —FINANCIAL INFORMATION

ITEM 1.    FINANCIALSTATEMENTS

ALAMOSA HOLDINGS, INC. CONSOLIDATEDBALANCE SHEETS (UNAUDITED)

(dollarsin thousands, except shareinformation)

|                                                                                                                                   |  |              |           |                  |  |        |           |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------|--|--------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                                              |  | June30, 2004 |           | December 31,2003 |
| ASSETS                                                                                                                            |  |
| Currentassets:                                                                                                                    |  |         |      |             |  |   |      |    |
| Cash andcashequivalents                                                                                                           |  | $            | 105,568   |             |  | $      | 99,644    |    |
| Restrictedcash                                                                                                                    |  |         | —   |             |  |   | 1         |    |
| Short terminvestments                                                                                                             |  |         | 50,119    |             |  |   | —   |    |
| Customeraccounts receivable,net                                                                                                   |  |         | 44,022    |             |  |   | 28,034    |    |
| Receivable fromSprint                                                                                                             |  |         | 15,424    |             |  |   | 22,947    |    |
| Inventory                                                                                                                         |  |         | 7,292     |             |  |   | 7,309     |    |
| Prepaidexpenses and otherassets                                                                                                   |  |         | 10,264    |             |  |   | 9,763     |    |
| Deferredcustomer acquisitioncosts                                                                                                 |  |         | 7,259     |             |  |   | 8,060     |    |
| Deferred taxasset                                                                                                                 |  |         | 4,572     |             |  |   | 4,572     |    |
| Totalcurrentassets                                                                                                                |  |         | 244,520   |             |  |   | 180,330   |    |
| Property andequipment, net                                                                                                        |  |         | 427,196   |             |  |   | 434,840   |    |
| Debtissuance costs,net                                                                                                            |  |         | 9,409     |             |  |   | 14,366    |    |
| Early redemptionoption on preferredstock                                                                                          |  |         | 22,437    |             |  |   | 21,687    |    |
| Intangibleassets, net                                                                                                             |  |         | 431,392   |             |  |   | 448,354   |    |
| Othernoncurrentassets                                                                                                             |  |         | 5,060     |             |  |   | 6,393     |    |
| Totalassets                                                                                                                       |  | $            | 1,140,014 |             |  | $      | 1,105,970 |    |
| LIABILITIES,REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS'EQUITY                                                        |  |         |      |             |  |
| Currentliabilities:                                                                                                               |  |         |      |             |  |
| Accountspayable                                                                                                                   |  | $            | 22,833    |             |  | $      | 33,247    |    |
| Accruedexpenses                                                                                                                   |  |         | 39,739    |             |  |   | 37,325    |    |
| Payable toSprint                                                                                                                  |  |         | 21,511    |             |  |   | 26,616    |    |
| Interestpayable                                                                                                                   |  |         | 21,726    |             |  |   | 5,353     |    |
| Deferredrevenue                                                                                                                   |  |         | 23,107    |             |  |   | 22,742    |    |
| Currentinstallments of capitalleases                                                                                              |  |         | 223       |             |  |   | 481       |    |
| Totalcurrentliabilities                                                                                                           |  |         | 129,139   |             |  |   | 125,764   |    |
| Longterm liabilities:                                                                                                             |  |         |      |             |  |
| Capital leaseobligations                                                                                                          |  |         | 807       |             |  |   | 812       |    |
| Other noncurrentliabilities                                                                                                       |  |         | 6,460     |             |  |   | 8,693     |    |
| Deferred taxliability                                                                                                             |  |         | 15,963    |             |  |   | 15,966    |    |
| Seniorsecured debt                                                                                                                |  |         | —   |             |  |   | 200,000   |    |
| Seniornotes                                                                                                                       |  |         | 726,427   |             |  |   | 464,424   |    |
| Totallong termliabilities                                                                                                         |  |         | 749,657   |             |  |   | 689,895   |    |
| Totalliabilities                                                                                                                  |  |         | 878,796   |             |  |   | 815,659   |    |
| Commitmentsand contingencies (see Note15)                                                                                         |  |         | —   |             |  |   | —   |    |
| Redeemableconvertible preferred stock:                                                                                            |  |         |      |             |  |
| Series Bpreferred stock, $.01 par value, 750,000 shares authorized;484,585 and 679,495 shares issued and outstanding,respectively |  |         | 163,031   |             |  |   | 228,606   |    |
| SeriesC preferred stock, $.01 par value; 500,000 shares authorized; no sharesissued                                               |  |         | —   |             |  |   | —   |    |
| Totalredeemable convertible preferredstock                                                                                        |  |         | 163,031   |             |  |   | 228,606   |    |
| Stockholders'equity:                                                                                                              |  |         |      |             |  |
| Preferred stock, $.01 par value;8,750,000 shares authorized; no sharesissued                                                      |  |         | —   |             |  |   | —   |    |
| Common stock,$.01 par value; 290,000,000 shares authorized, 112,605,519 and95,401,557 shares issued and outstanding,respectively  |  |         | 1,126     |             |  |   | 954       |    |
| Additionalpaid-incapital                                                                                                          |  |         | 860,100   |             |  |   | 800,992   |    |
| Accumulateddeficit                                                                                                                |  |         | (762,820  | )           |  |   | (739,566  | )  |
| Unearnedcompensation                                                                                                              |  |         | (219      | )           |  |   | (145      | )  |
| Accumulatedother comprehensive loss, net oftax                                                                                    |  |         | —   |             |  |   | (530      | )  |
| Totalstockholders'equity                                                                                                          |  |         | 98,187    |             |  |   | 61,705    |    |
| Totalliabilities and stockholders'equity                                                                                          |  | $            | 1,140,014 |             |  | $      | 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 endedJune 30, |             | For the six monthsendedJune30, |
|                                                                                                                                                                                                                              |  | 2004                              |             | 2003                           |  | 2004   |            | 2003    |
| Revenues:                                                                                                                                                                                                                         |  |
| Subscriberrevenues                                                                                                                                                                                                                |  | $                                 | 133,569     |                           |  | $      | 114,550    |    |  | $      | 258,315    |    |  | $      | 218,574    |    |
| Roamingand wholesalerevenues                                                                                                                                                                                                      |  |                              | 51,705      |                           |  |   | 35,040     |    |  |   | 94,858     |    |  |   | 66,830     |    |
| Servicerevenues                                                                                                                                                                                                                   |  |                              | 185,274     |                           |  |   | 149,590    |    |  |   | 353,173    |    |  |   | 285,404    |    |
| Productsales                                                                                                                                                                                                                      |  |                              | 8,055       |                           |  |   | 5,804      |    |  |   | 16,846     |    |  |   | 11,098     |    |
| Totalrevenue                                                                                                                                                                                                                      |  |                              | 193,329     |                           |  |   | 155,394    |    |  |   | 370,019    |    |  |   | 296,502    |    |
| Costsand expenses:                                                                                                                                                                                                                |  |
| Cost of service and operations(excluding non-cash compensation of $2 and $4 for the three monthsended June 30, 2004 and 2003, respectively, and $4 and $8 for the sixmonths ended June 30, 2004 and 2003,respectively)            |  |                              | 91,062      |                           |  |   | 80,282     |    |  |   | 177,278    |    |  |   | 159,599    |    |
| Costof productssold                                                                                                                                                                                                               |  |                              | 16,379      |                           |  |   | 12,399     |    |  |   | 36,162     |    |  |   | 25,243     |    |
| Sellingand marketing (excluding non-cash compensation of $2 and $4 for thethree months ended June 30, 2004 and 2003, respectively and $4 and $8for the six months ended June 30, 2004 and 2003,respectively)                      |  |                              | 31,839      |                           |  |   | 26,584     |    |  |   | 62,832     |    |  |   | 54,730     |    |
| Generaland administrative expenses (excluding non-cash compensation of $21 and$191 for the three months ended June 30, 2004 and 2003, respectively,and $43 and $224 for the six months ended June 30, 2004 and 2003,respectively) |  |                              | 5,706       |                           |  |   | 5,918      |    |  |   | 11,423     |    |  |   | 9,583      |    |
| Depreciationandamortization                                                                                                                                                                                                       |  |                              | 25,523      |                           |  |   | 27,419     |    |  |   | 52,907     |    |  |   | 54,301     |    |
| Impairmentof property andequipment                                                                                                                                                                                                |  |                              | 2,604       |                           |  |   | 34         |    |  |   | 2,910      |    |  |   | 394        |    |
| Non-cashcompensation                                                                                                                                                                                                              |  |                              | 25          |                           |  |   | 199        |    |  |   | 51         |    |  |   | 240        |    |
| Totalcosts andexpenses                                                                                                                                                                                                            |  |                              | 173,138     |                           |  |   | 152,835    |    |  |   | 343,563    |    |  |   | 304,090    |    |
| Income(loss) fromoperations                                                                                                                                                                                                       |  |                              | 20,191      |                           |  |   | 2,559      |    |  |   | 26,456     |    |  |   | (7,588     | )  |
| Losson debtextinguishment                                                                                                                                                                                                         |  |                              | —     |                           |  |   | —    |    |  |   | (13,101    | )  |  |   | —    |    |
| Gain(loss) on derivativeinstrument                                                                                                                                                                                                |  |                              | (11,926     | )                         |  |   | —    |    |  |   | 746        |    |  |   | —    |    |
| Interestand otherincome                                                                                                                                                                                                           |  |                              | 221         |                           |  |   | 249        |    |  |   | 389        |    |  |   | 634        |    |
| Interestexpense                                                                                                                                                                                                                   |  |                              | (18,952     | )                         |  |   | (25,951    | )  |  |   | (37,187    | )  |  |   | (52,488    | )  |
| Lossbefore incometaxes                                                                                                                                                                                                            |  |                              | (10,466     | )                         |  |   | (23,143    | )  |  |   | (22,697    | )  |  |   | (59,442    | )  |
| Incometax (expense)benefit                                                                                                                                                                                                        |  |                              | (240        | )                         |  |   | 4,480      |    |  |   | (557       | )  |  |   | 10,248     |    |
| Netloss                                                                                                                                                                                                                           |  |                              | (10,706     | )                         |  |   | (18,663    | )  |  |   | (23,254    | )  |  |   | (49,194    | )  |
| Preferredstockdividend                                                                                                                                                                                                            |  |                              | (2,576      | )                         |  |   | —    |    |  |   | (5,796     | )  |  |   | —    |    |
| Preferredstock conversionpremium                                                                                                                                                                                                  |  |                              | (6,441      | )                         |  |   | —    |    |  |   | (6,441     | )  |  |   | —    |    |
| Netloss attributable to commonstockholders                                                                                                                                                                                        |  | $                                 | (19,723     | )                         |  | $      | (18,663    | )  |  | $      | (35,491    | )  |  | $      | (49,194    | )  |
| Netloss per common share, basic anddiluted                                                                                                                                                                                        |  | $                                 | (0.19       | )                         |  | $      | (0.20      | )  |  | $      | (0.36      | )  |  | $      | (0.53      | )  |
| Weightedaverage common shares outstanding, basic anddiluted                                                                                                                                                                       |  |                              | 101,885,776 |                           |  |   | 93,747,117 |    |  |   | 98,688,272 |    |  |   | 93,626,690 |    |
|                                                                                                                                                                                                                                   |

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 six months ended June30, |
|                                                                          |  | 2004                            |          | 2003    |
| Cashflows from operating activities:                                          |  |
| Netloss                                                                       |  | $                               | (23,254  | )  |  | $      | (49,194 | )  |
| Adjustmentsto reconcile net loss to net cash provided by operatingactivities: |  |
| Non-cashcompensation                                                          |  |                            | 51       |    |  |   | 240     |    |
| Non-cashinterest expense (benefit) on derivativeinstruments                   |  |                            | 6        |    |  |   | (261    | )  |
| Non-cashaccretion of asset retirementobligations                              |  |                            | 91       |    |  |   | — |    |
| Non-cash gainon derivativeinstruments                                         |  |                            | (746     | )  |  |   | — |    |
| Provisionfor baddebts                                                         |  |                            | 4,114    |    |  |   | 10,000  |    |
| Depreciation andamortization of property andequipment                         |  |                            | 35,945   |    |  |   | 34,268  |    |
| Amortizationof intangibleassets                                               |  |                            | 16,962   |    |  |   | 20,033  |    |
| Amortization offinancing costs included in interestexpense                    |  |                            | 488      |    |  |   | 2,237   |    |
| Amortization ofdiscounted interest                                            |  |                            | —  |    |  |   | 198     |    |
| Losson debtextinguishment                                                     |  |                            | 13,101   |    |  |   | — |    |
| Deferredtaxbenefit                                                            |  |                            | —  |    |  |   | (10,248 | )  |
| Interestaccreted on discountnotes                                             |  |                            | 12,056   |    |  |   | 17,377  |    |
| Impairment ofproperty andequipment                                            |  |                            | 2,910    |    |  |   | 394     |    |
| (Increase)decreasein:                                                         |  |
| Receivables                                                                   |  |                            | (12,579  | )  |  |   | (1,543  | )  |
| Inventory                                                                     |  |                            | 17       |    |  |   | 1,989   |    |
| Prepaidexpenses and otherassets                                               |  |                            | 1,633    |    |  |   | (1,378  | )  |
| Increase(decrease) in:                                                        |  |
| Accounts payable and accruedexpenses                                          |  |                            | 10,891   |    |  |   | (4,608  | )  |
| Netcash provided by operatingactivities                                       |  |                            | 61,686   |    |  |   | 19,504  |    |
| Cashflows from investing activities:                                          |  |
| Proceeds from saleof assets                                                   |  |                            | 380      |    |  |   | 2,454   |    |
| Purchases ofproperty andequipment                                             |  |                            | (42,636  | )  |  |   | (19,196 | )  |
| Changein restricted cash                                                      |  |                            | 1        |    |  |   | 24,977  |    |
| Changein short terminvestments                                                |  |                            | (50,119  | )  |  |   | — |    |
| Netcash provided by (used in) investingactivities                             |  |                            | (92,374  | )  |  |   | 8,235   |    |
| Cashflows from financing activities:                                          |  |
| Proceeds fromissuance of seniornotes                                          |  |                            | 250,000  |    |  |   | — |    |
| Repayments ofborrowings under senior secureddebt                              |  |                            | (200,000 | )  |  |   | — |    |
| Debt issuancecosts                                                            |  |                            | (8,100   | )  |  |   | — |    |
| Preferredstockdividends                                                       |  |                            | (6,053   | )  |  |   | — |    |
| Preferredstock conversionpremium                                              |  |                            | (116     | )  |  |   | — |    |
| Stock optionsexercised                                                        |  |                            | 719      |    |  |   | — |    |
| Shares issuedto employee stock purchaseplan                                   |  |                            | 492      |    |  |   | 127     |    |
| Payments on capitalleases                                                     |  |                            | (330     | )  |  |   | (699    | )  |
| Netcash provided by (used in) financingactivities                             |  |                            | 36,612   |    |  |   | (572    | )  |
| Netincrease in cash and cashequivalents                                       |  |                            | 5,924    |    |  |   | 27,167  |    |
| Cashand cash equivalents at beginning ofperiod                                |  |                            | 99,644   |    |  |   | 61,737  |    |
| Cashand cash equivalents at end ofperiod                                      |  | $                               | 105,568  |    |  | $      | 88,904  |    |
| Supplementaldisclosure of non-cash financing and investingactivities:         |  |
| Conversion of preferredstock                                                  |  | $                               | 65,626   |    |  | $      | — |    |
| Preferredstock issued in debtexchange                                         |  |                            | 51       |    |  |   | — |    |
| Asset retirementobligationscapitalized                                        |  |                            | 75       |    |  |   | — |    |
| Capitalizedlease obligationsincurred                                          |  |                            | 67       |    |  |   | 73      |    |
| Change in accountspayable for purchases of property andequipment              |  |                            | (11,186  | )  |  |   | (6,790  | )  |
|                                                                               |

Theaccompanying notes are an integral part of the consolidated financialstatements.

5

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

|          |                                                                |
|----------|----------------------------------------------------------------|
| 1.  | BASIS OFPRESENTATION OF UNAUDITED INTERIM FINANCIALINFORMATION |

The unaudited consolidatedbalance sheet at June 30, 2004, the unaudited consolidated statementsof operations for the three months and six months ended June 30, 2004and 2003, the unaudited consolidated statements of cash flows for thesix months ended June 30, 2004 and 2003 and related footnotes have beenprepared in accordance with accounting principles generally accepted inthe United States of America for interim financial information andArticle 10 of Regulation S-X. Accordingly, they do not include all ofthe information and footnotes required annually by accountingprinciples generally accepted in the United States of America. Thefinancial information presented should be read in conjunction with theaudited consolidated financial statements as of and for the year endedDecember 31, 2003. In the opinion of management, the interim dataincludes all adjustments (consisting of only normally recurringadjustments) necessary for a fair statement of the results for theinterim periods. Operating results for the three months and six monthsended June 30, 2004 are not necessarily indicative of results that maybe expected for the year ending December 31, 2004.

Basic anddiluted net loss per share of common stock is computed by dividing netloss attributable to common stockholders for each period by theweighted-average outstanding number of common shares. No conversion ofcommon stock equivalents has been assumed in the calculations since theeffect would be antidilutive. As a result, the number ofweighted-average outstanding common shares as well as the amount of netloss per share are the same for basic and diluted net loss per sharecalculations for all periods presented. Common stock equivalentsexcluded from diluted net loss per share calculations consisted ofoptions to purchase 9,972,684 and 8,440,710 shares of common stock atJune 30, 2004 and 2003, respectively. Also excluded from diluted netloss per share calculations for all periods presented is the impact ofthe Series B redeemable convertible preferred stock outstanding duringthe period as the inclusion of the impact of the conversion of thispreferred stock would be antidilutive. The number of shares of Series Bredeemable convertible preferred stock outstanding was 484,585 at June30, 2004. No shares were outstanding at June 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 six months ended June 30,2003 and 400,000 shares of this restricted stock have been excludedfrom the weighted-average outstanding number of common shares for thethree months and six months ended June 30, 2004. These shares areincluded in the weighted-average outstanding number of common shares asthe restrictions lapse.

Certain reclassifications have been madeto prior 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 ANDBUSINESS OPERATIONS |

Alamosa Holdings, Inc.("Alamosa Holdings") is a PCS Affiliate ofSprint with the exclusive right to provide wireless personalcommunications service under the Sprint brand name in a territoryencompassing approximately 15.8 million residents. Alamosa Holdings wasformed in July 2000. Alamosa Holdings is a holding company and throughits subsidiaries provides wireless personal communications services,commonly referred to as PCS, in the Southwestern, Northwestern andMidwestern 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 

6

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

offering, shares of Alamosa (Delaware) wereexchanged for Alamosa PCS LLC's ("AlamosaLLC") membership interests, and Alamosa LLC became whollyowned by Alamosa (Delaware). Alamosa Holdings and its subsidiaries arecollectively referred to in these consolidated financial statements asthe "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 |

Sinceinception, the Company has financed its operations through capitalcontributions from owners, through debt financing and through proceedsgenerated from public offerings of common stock. The proceeds fromthese transactions have been used to fund the build-out of theCompany's portion of the PCS network of Sprint, subscriberacquisition costs and working capital.

While the Company hasincurred substantial net losses since inception and negative cash flowsfrom operating activities through 2002, the Company generatedapproximately $55 million and $62 million of cash flows from operatingactivities for the year ended December 31, 2003 and the six monthsended June 30, 2004, respectively. In November 2003, the Companycompleted a debt exchange that provided for approximately $238 millionof principal debt reduction.

As of June 30, 2004, the Companyhad $106 million in cash and cash equivalents as well as $50 million inshort term 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.

|          |                         |
|----------|-------------------------|
| 4.  | STOCK-BASEDCOMPENSATION |

The Company has elected to follow AccountingPrinciples 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 six months ended June 30, 2004 or 2003, as alloptions granted by the Company had an exercise price equal to or

7

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

greater than the market value of theunderlying common stock on the date of grant. Non-cash compensationexpense reflected in the consolidated statements of operations for thethree month and six month periods ended June 30, 2004 and 2003 relateto the vesting of shares of restricted stock awarded to officers andshares of stock awarded to directors and are not related to thegranting of stock options. The following table illustrates the effecton net loss and net loss per share if the Company had applied the fairvalue recognition provisions of Statement of Financial AccountingStandards ("SFAS") No. 123,"Accounting for Stock-Based Compensation," tostock-based employee compensation:

|                                                                                                                              |  |                                   |         |                                |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------|---------|--------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                         |  | Forthe three months endedJune 30, |         | For the six monthsendedJune30, |
|                                                                                                                         |  | 2004                              |         | 2003                           |  | 2004   |         | 2003    |
| Netloss – asreported                                                                                                   |  | $                                 | (10,706 | )                         |  | $      | (18,663 | )  |  | $      | (23,254 | )  |  | $      | (49,194 | )  |
| Add:stock-based employee compensation included in reported net loss, net ofrelatedtax                                        |  |                              | 25      |                           |  |   | 199     |    |  |   | 51      |    |  |   | 240     |    |
| Deduct:stock-based employee compensation expense determined under fair valuemethod for all awards, net of related taxeffects |  |                              | (1,595  | )                         |  |   | (2,116  | )  |  |   | (2,780  | )  |  |   | (3,588  | )  |
| Netloss – proforma                                                                                                     |  |                              | (12,276 | )                         |  |   | (20,580 | )  |  |   | (25,983 | )  |  |   | (52,542 | )  |
| Preferredstockdividend                                                                                                       |  |                              | (2,576  | )                         |  |   | — |    |  |   | (5,796  | )  |  |   | — |    |
| Preferredstock conversionpremium                                                                                             |  |                              | (6,441  | )                         |  |   | — |    |  |   | (6,441  | )  |  |   | — |    |
| Netloss attributable to common stockholders – proforma                                                                 |  | $                                 | (21,293 | )                         |  | $      | (20,580 | )  |  | $      | (38,220 | )  |  | $      | (52,542 | )  |
| Netloss per share – as reportedBasic anddiluted                                                                        |  | $                                 | (0.19   | )                         |  | $      | (0.20   | )  |  | $      | (0.36   | )  |  | $      | (0.53   | )  |
| Netloss per share – pro formaBasic anddiluted                                                                          |  | $                                 | (0.21   | )                         |  | $      | (0.22   | )  |  | $      | (0.39   | )  |  | $      | (0.56   | )  |
|                                                                                                                              |

|          |                       |
|----------|-----------------------|
| 5.  | SHORTTERM INVESTMENTS |

During the first six months of 2004, the Boardof Directors approved a change in the Company's investment policyto extend the allowable weighted average maturity of investments fromthe 90 days allowed previously to 270 days. In connection with thisamendment, the Company established a short term investment account inthe second quarter of 2004 to invest excess liquidity and improveearnings on this excess liquidity. All investments are classified asheld-to-maturity, mature in less than one year and consist primarily ofshort term corporate debt securities with a Moody's rating of Aa3or higher or a Standard & Poor's rating of AA- or higher. Thefair value of the Company's held-to-maturity investmentsapproximates carrying value due to the short term nature of theseinvestments.

|          |                     |
|----------|---------------------|
| 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 $5.9 million and$6.0 million at June 30, 2004 and December 31, 2003, respectively.

8

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

Receivable from Sprint –Receivable from Sprint in the accompanying consolidated balancesheets consists of thefollowing:

|                             |  |              |         |                   |  |        |        |        |  |  |
|-----------------------------|--|--------------|---------|-------------------|--|--------|--------|--------|--|--|
|                        |  | June30, 2004 |         | December 31, 2003 |
| Net roamingreceivable       |  | $            | 12,590  |              |  | $      | 13,071 |   |
| Accruedservice revenue      |  |         | 2,686   |              |  |   | 2,584  |   |
| Servicefee refund           |  |         | — |              |  |   | 6,418  |   |
| Otheramounts due fromSprint |  |         | 148     |              |  |   | 874    |   |
|                        |  | $            | 15,424  |              |  | $      | 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 for theircustomers' usage of the Company's portion of the PCSnetwork of Sprint.

Accrued service revenue represents theCompany's estimate of airtime usage and other charges that havebeen earned but not billed at the end of the period.

Service feerefund due from Sprint at December 31, 2003 related to a refund of feespaid to Sprint for services such as billing and customer care. Underthe previous agreements with Sprint, these fees were determined at thebeginning of each year based on estimated costs and were adjusted basedon actual costs incurred by Sprint in providing the respectiveservices. This process changed effective December 1, 2003 under the newagreements with Sprint as discussed in Note 14.

|          |                        |
|----------|------------------------|
| 7.  | PROPERTY AND EQUIPMENT |

Property andequipment are stated net of accumulated depreciation and amortizationof $212.8 million and $188.1 million at June 30, 2004 and December 31,2003, 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 Company's inability toreasonably assess the probability of the likelihood that a lessor wouldenforce the remediation requirements upon expiration of the lease termand therefore its impact on future cash outflows, (2) theCompany's inability to estimate a potential range of settlementdates due to its ability to renew site leases after the initial leaseexpiration and (3) the Company's limited experience in abandoningcell site locations and actually incurring remediation costs.

Itis the Company's understanding that further clarification hasbeen provided by the Securities and Exchange Commission regarding theaccounting for asset retirement obligations and specifically

9

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

relating to factors to consider indetermining the estimated settlement dates and the probability ofenforcement of the remediation obligation. Based on this information,the Company revised certain of the estimates used in its originalanalysis and calculated an asset retirement obligation for its leasedtelecommunications facilities. The Company determined that theaforementioned asset retirement obligations did not have a materialimpact on its consolidated results of operations, financial position orcash flows and recorded the asset retirement obligations in the thirdquarter of 2003.

An initial asset retirement obligation of$1,213 was recorded and classified in other non-current liabilities anda corresponding increase in property and equipment of $1,213 wasrecorded in the third quarter of 2003 relating to obligations thatexisted upon the adoption of SFAS No. 143. The Company incurredadditional asset retirement obligations during the year ended December31, 2003 and the six months ended June 30, 2004 of $35 and $75,respectively, related to new leases entered into. Included in costs ofservices and operations in the Company's statement of operationsfor the year ended December 31, 2003 is a charge of $402 related to thecumulative accretion of the asset retirement obligations as of theadoption of SFAS No. 143 as well as an additional $163 in accretionrecorded for the year ended December 31, 2003. Included in depreciationand amortization expenses in the Company's statement ofoperations for the year ended December 31, 2003 is a charge of $364related to the cumulative depreciation of the related assets recordedat the time of the adoption of SFAS No. 143 as well as an additional$123 in depreciation recorded for the year ended December 31, 2003. Forthe six months ended June 30, 2004, the Company recorded $91 inaccretion of asset retirement obligations and $63 in depreciation ofthe related assets. For purposes of determining the asset retirementobligations, the Company has assigned a 100% probability ofenforcement to the remediation obligations and has assumed an averagesettlement period of 20 years.

|          |                  |
|----------|------------------|
| 9.  | INTANGIBLEASSETS |

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

Thevalue assigned to the Sprint agreements is being amortized using thestraight-line method over the remaining original terms of theagreements that were in place at the time of acquisition orapproximately 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.

Intangible assetsconsistof:

|                                     |  |              |          |                   |  |        |         |         |  |  |
|-------------------------------------|--|--------------|----------|-------------------|--|--------|---------|---------|--|--|
|                                |  | June30, 2004 |          | December 31, 2003 |
| Sprint affiliateand otheragreements |  | $            | 532,200  |              |  | $      | 532,200 |    |
| Accumulatedamortization             |  |         | (100,808 | )            |  |   | (85,692 | )  |
| Subtotal                            |  |         | 431,392  |              |  |   | 446,508 |    |
| Subscriberbaseacquired              |  |         | 29,500   |              |  |   | 29,500  |    |
| Accumulatedamortization             |  |         | (29,500  | )            |  |   | (27,654 | )  |
| Subtotal                            |  |         | —  |              |  |   | 1,846   |    |
| Intangibleassets,net                |  | $            | 431,392  |              |  | $      | 448,354 |    |
|                                     |

Amortizationexpense relative to intangible assets was $16,962 and $20,033 for thesix months ended June 30, 2004 and 2003, respectively.

10

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

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

|                       |  |        |         |        |  |  |
|-----------------------|--|--------|---------|--------|--|--|
| Yearended December31, |  |
| 2004                  |  | $      | 32,079  |   |
| 2005                  |  |   | 30,234  |   |
| 2006                  |  |   | 30,234  |   |
| 2007                  |  |   | 30,234  |   |
| 2008                  |  |   | 30,234  |   |
| Thereafter            |  |   | 295,339 |   |
|                  |  | $      | 448,354 |   |
|                       |

|           |               |
|-----------|---------------|
| 10.  | LONG-TERMDEBT |

Long-term debt consists of thefollowing:

|                                                |  |              |         |                   |  |        |         |        |  |  |
|------------------------------------------------|--|--------------|---------|-------------------|--|--------|---------|--------|--|--|
|                                           |  | June30, 2004 |         | December 31, 2003 |
| **SeniorNotes:**                               |  |
| 12 7/8%Senior Discount Notes, net ofdiscount   |  | $            | 5,915   |              |  | $      | 5,556   |   |
| 12%Senior Discount Notes, net ofdiscount       |  |         | 205,692 |              |  |   | 193,995 |   |
| 121⁄2%SeniorNotes                         |  |         | 11,600  |              |  |   | 11,600  |   |
| 13 5/8%SeniorNotes                             |  |         | 2,325   |              |  |   | 2,475   |   |
| 11%SeniorNotes                                 |  |         | 250,895 |              |  |   | 250,798 |   |
| 81⁄2%SeniorNotes                          |  |         | 250,000 |              |  |   | — |   |
| TotalSeniorNotes                               |  |         | 726,427 |              |  |   | 464,424 |   |
| **SeniorSecured CreditFacility**               |  |         | — |              |  |   | 200,000 |   |
| **TotalDebt**                                  |  |         | 726,427 |              |  |   | 664,424 |   |
| Lesscurrentmaturities                          |  |         | — |              |  |   | — |   |
| **Longterm debt, excluding currentmaturities** |  | $            | 726,427 |              |  | $      | 664,424 |   |
|                                                |

SENIORNOTES

12 7/8% Senior DiscountNotes – The 12 7/8% Senior DiscountNotes were issued in February 2000, mature February 15, 2010, carry acoupon rate 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.

11

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

13 5/8% SeniorNotes – The 13 5/8% Senior Notes wereissued in August 2001, mature August 15, 2011 and carry a coupon rateof 13 5/8% payable semiannually on February 15and August 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.

At December 31, 2003, Alamosa Holdings, LLC haddrawn $200 million under the term portion of the Senior Secured CreditFacility. 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.  | REDEEMABLE CONVERTIBLE PARTICIPATINGPREFERRED STOCK |

In connection with a debt exchange completed inNovember 2003, the Company issued 679,495 shares of Series B PreferredStock to noteholders who tendered their notes in the exchange. Holdersof the Series B Preferred Stock are entitled to receive cumulativedividends at an annual rate of 71⁄2% of the$250 per share liquidation preference. Dividends are payable quarterlyin arrears on the last calendar day of each January, April, July andOctober. Until July 31, 2008, the Company has the option to paydividends in (1) cash, (2) shares of Alamosa Holdings Series CPreferred Stock, (3) shares of Alamosa Holdings common stock or (4) acombination thereof. After July 31, 2008, all dividends are payable incash only. Holders of the Series B Preferred Stock are entitled toparticipate in any dividends declared on Alamosa Holdings common stockbased on the number of 

12

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

common shares the Series B Preferred Stockcould be converted into immediately prior to the declaration of thecommon stock dividend. The Series C Preferred Stock has essentially thesame terms as the Series B Preferred Stock with the exception of theconversion rate, as discussed below.

Each share of Series BPreferred Stock and Series C Preferred Stock is convertible at theholder's option and at any time into shares of Alamosa Holdingscommon stock. The Series B Preferred Stock is convertible at $3.40 pershare and the Series C Preferred Stock is convertible at $4.25 pershare.

Beginning on the third anniversary of the date oforiginal issuance of the Series B or Series C Preferred Stock, theCompany has the option to redeem outstanding preferred shares for cash.The initial redemption price is 125 percent of the $250 per shareliquidation preference, reduced by 5  percent annually thereafteruntil 2011 after which time the redemption price remains at 100percent. All outstanding Series B and Series C Preferred Stock must beredeemed by the Company on July 31, 2013.

In accordance with theprovisions of SFAS No. 149, "Amendment of Statement 133 onDerivative Instruments and Hedging Activities," thisoption to redeem outstanding preferred shares for cash represents aderivative instrument that must be bifurcated and accounted forseparately as the early redemption could potentially double aholders' return on the preferred shares. As a result, an assetwas recorded in connection with this early redemption option inNovember 2003 in the amount of $18.8 million which represented the fairvalue of the option upon the issuance of the preferred shares asdetermined by an independent valuation professional. This derivative isadjusted to fair value at the end of each reporting period with anychange in fair value being reflected in earnings for the period. As ofJune 30, 2004 and December 31, 2003, the fair value of this option was$22.4 million and $21.7 million, respectively.

The Series BPreferred Stock was recorded at fair value as of the date of issuanceor approximately $325 per share, less a portion of the costs incurredin connection with the debt exchange of approximately $4.4 million plusthe value assigned to the early redemption option discussed previously.The costs allocated to the Series B Preferred Stock were determinedbased on the relative fair value of the Series B Preferred Stock to thetotal fair value of consideration given to the tendering noteholders.In determining the $325 per share fair value of Series B PreferredStock, the Company engaged the services of an independent valuationprofessional who used customary methodologies common in the valuationof such instruments to arrive at the fair value.

During the sixmonths ended June 30, 2004, the Company paid $6,053 in cash dividendson the Series B Preferred Stock.

On May 14, 2004, the Companycompleted a private 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. Thetransaction was retroactively effective as of the debt exchange inNovember 2003.

During the six months ended June 30, 2004,holders of 195,060 shares of Series B Preferred Stock exercised theirconversion option or exchanged shares of Series B Preferred Stock withthe Company and were granted 15,212,953 shares of Alamosa Holdingscommon stock in the aggregate valued at $4.58 per share at the time ofconversion or exchange. In connection with the conversions or exchangesduring the six months ended June 30, 2004, the Company paid premiums tocertain holders of 193,000 shares of preferred stock in connection withprivate exchange transactions to induce such conversions. Cash premiumstotaled $116 and premiums in the form of additional shares of commonstock amounted to 870,310 shares valued at $6,325.

13

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

|           |              |
|-----------|--------------|
| 12.  | INCOME TAXES |

The Company's effective income tax rate is based on annualincome (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 is 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 six months ended June 30, 2003 resulted in an effective tax rateof 17 percent. For the six months ended June 30, 2004, the expected taxbenefit related to net operating losses generated was fully offset byan increase in the valuation allowance. The effective tax rate for thesix months ended June 30, 2004 is negative 2.4 percent, due to the factthat the Company has estimated that it will have a current alternativeminimum tax ("AMT") liability for the yearending December 31, 2004.

|           |                                            |
|-----------|--------------------------------------------|
| 13.  | HEDGINGACTIVITIES AND COMPREHENSIVE INCOME |

The Company follows theprovisions of SFAS No. 133, "Accounting for Derivativesand Hedging Activities" in its accounting for derivativefinancial instruments and hedging activities. The statement requiresthe Company to record all derivatives on the balance sheet at fairvalue. Derivatives that are not hedges must be adjusted to fair valuethrough earnings. If the derivative is a hedge, depending on the natureof the hedge, 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 six month period ended June 30, 2004, the Companyrecognized losses of $6 (net of income tax benefit of $3) in othercomprehensive 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 six monthsended June 30, 2004.

During the six month period ended June 30,2003, the Company recognized a gain of $481 (net of income tax expenseof $195) in other comprehensive income related to the change in fairvalues of derivative instruments.

Total comprehensive loss forthe three months and six months ended June 30, 2004 and 2003 isillustrated below:

14

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

|                                                                                                                         |  |                                   |         |                                |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------|---------|--------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                    |  | Forthe three months endedJune 30, |         | For the six monthsendedJune30, |
|                                                                                                                    |  | 2004                              |         | 2003                           |  | 2004   |         | 2003    |
| Netloss                                                                                                                 |  | $                                 | (10,706 | )                         |  | $      | (18,663 | )  |  | $      | (23,254 | )  |  | $      | (49,194 | )  |
| Changein fair values of derivative instruments, net of income tax expense(benefit) of $0, $80, $0 and $195,respectively |  |                              | — |                           |  |   | 293     |    |  |   | — |    |  |   | 481     |    |
| Comprehensiveloss                                                                                                       |  | $                                 | (10,706 | )                         |  | $      | (18,370 | )  |  | $      | (23,254 | )  |  | $      | (48,713 | )  |
|                                                                                                                         |

|           |                  |
|-----------|------------------|
| 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 to national retail merchants, handset subsidies onhandsets activated in the Company's territory but not sold by theCompany and long distance charges.

In 2003, the Company executedamendments to its affiliation agreements with Sprint. The amendments,among other things, established fixed per subscriber costs for servicesthat the Company purchases from Sprint through December 31, 2006 in theform of two new fees. The amendments created a new combined servicebureau fee, which consolidates numerous fees that were previouslysettled separately, for back office services such as billing andcustomer care. The combined service bureau fee was set at $7.70 peraverage subscriber per month through December 31, 2006 and will berecorded in costs of services and operations in the consolidatedstatement of operations. The amendments also created a newper-activation fee, which consolidates numerous fees that werepreviously settled separately, for marketing services, such assubscriber activation and handset logistics. The per-activation fee wasinitially calculated as a percentage of certain of Sprint PCS'selling and marketing expenses and was to be applied to the actualnumber of gross subscriber activations the Company experiences on amonthly basis through December 31, 2006. The per-activation fee will berecorded 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 3G services from $0.0014 per Kb to $0.0020 per Kb andextended the fixed reciprocal rates for voice and 3G 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 theCompany by Sprint based on a calculation of an estimate of the portionof that cash related to the Company's activity. Under the newmethodology, the Company receives its portion of billed revenue (net ofan 8% affiliation fee) less actual written off accounts in themonth subsequent to billing regardless of when Sprint collects the cashfrom the subscriber. The provisions of the amendments became effectiveon December 1, 2003 and the Company has the right to evaluatesubsequent amendments to the affiliation agreements of other similarlysituated PCS Affiliates of Sprint and adopt the provisions of thoseamendments if the Company elects to do so.

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

Expenses reflected in the consolidatedstatements of operations related to the Sprint affiliation agreementsare:

|                                    |  |                                   |        |                                |  |        |        |        |  |        |         |        |  |        |         |        |  |  |
|------------------------------------|--|-----------------------------------|--------|--------------------------------|--|--------|--------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                               |  | Forthe three months endedJune 30, |        | For the six monthsendedJune30, |
|                               |  | 2004                              |        | 2003                           |  | 2004   |        | 2003   |
| Costof service and otheroperations |  | $                                 | 66,509 |                           |  | $      | 56,146 |   |  | $      | 129,146 |   |  | $      | 108,714 |   |
| Costof productssold                |  |                              | 16,379 |                           |  |   | 12,399 |   |  |   | 36,162  |   |  |   | 25,243  |   |
| Sellingandmarketing                |  |                              | 10,815 |                           |  |   | 12,047 |   |  |   | 21,209  |   |  |   | 24,956  |   |
| Total                              |  | $                                 | 93,703 |                           |  | $      | 80,592 |   |  | $      | 186,517 |   |  | $      | 158,913 |   |
|                                    |

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. Cowan, its Chief Financial officer. Steven Richardson, theCompany's Chief Operating Officer, was also a named defendant inone of the lawsuits. Each claim is a purported class action filed onbehalf of a putative class of persons who and/or entities thatpurchased Alamosa Holdings' securities between January 9, 2001and June 13, 2002, inclusive, and seeks recovery of compensatorydamages, fees and costs. Each lawsuit was filed in the United StatesDistrict Court for the Northern District of Texas, in either theLubbock Division or the Dallas Division. On February 27, 2004, thelawsuits were consolidated into one action pending in the United StatesDistrict Court for the Northern 

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

District of Texas, Lubbock Division. OnMarch 4, 2004, the Court appointed the Massachusetts State GuaranteedAnnuity Fund to serve as lead plaintiff and approved its selection oflead counsel for the consolidated action.

On May 18, 2004, thelead plaintiff filed a consolidated complaint. The consolidatedcomplaint names three of the original defendants (the Company, DavidSharbutt and Kendall Cowan), drops one of the original defendants(Steven Richardson) and names two new defendants who are outsidedirectors (Michael Roberts and Steven Roberts). The putative classperiod remains the same. The consolidated complaint alleges violationsof Sections 10(b) and 20(a) of the Exchange Act, Rule 10b-5 promulgatedthereunder, and Sections 11 and 15 of the Securities Act. Theconsolidated complaint seeks recovery of compensatory damages, fees,costs, recission or rescissory damages in connection with the Sections11 and 15 claims, and injunctive relief and/or disgorgement inconnection with defendants' insider trading proceeds. At the endof the putative class period on June 13, 2002, the Company announcedthat its projection of net subscriber additions for the second quarterof 2002 would be less than previously projected. The consolidatedcomplaint alleges, among other things, that the Company made false andmisleading statements about subscriber additions during the putativeclass period. The consolidated complaint also alleges that theCompany's financial statements were false and misleading becausethe Company improperly recognized revenue and failed to record adequateallowances for uncollectible receivables. The defendants' motionto dismiss the consolidated complaint was filed on July 26, 2004.

The Company believes that the defendants have meritorious defensesto these claims and intend to vigorously defend these actions. Nodiscovery has been taken at this time, and the ultimate outcome is notcurrently predictable. There can be no assurance that the litigationwill be resolved in the Company's favor and an adverse resolutioncould adversely affect the Company's financial condition.

On July 8 and 15, 2004, two shareholder derivative suits, eachasserting identical allegations, were filed in State District Court inDallas County, Texas on behalf of the Company against certain of itsofficers and directors: David E. Sharbutt, the Company's Chairmanand Chief Executive Officer, Kendall W. Cowan, the Company'sChief Financial Officer, as well as other current and former members ofthe Company's board of directors, including Scotty Hart, MichaelV. 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 name the Company as a nominal defendant. 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 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.

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ALAMOSAHOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED) (UNAUDITED)(dollars in thousands, except asnoted)

|           |                                                     |
|-----------|-----------------------------------------------------|
| 16.  | EFFECTS OFRECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |

In April 2004, theEITF issued Abstract No. 03-06, "Participating Securitiesand the Two-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 of net income and will not impactearnings per share in periods when the Company reports a netloss.

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|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| ITEM2.  | MANAGEMENT'S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |

Forward-Looking Statements

This quarterly report on Form10-Q includes "forward-looking statements"within the meaning of Section 27A of the Securities Act of 1933, asamended (the "Securities Act"), and Section21E of the Securities Exchange Act of 1934, as amended (the"Exchange Act"), which can be identified bythe use of forward-looking terminology such as"may," "might,""could," "would,""believe,""expect," "intend,""plan," "seek,""anticipate,""estimate,""project" or"continue" or the negative thereof or 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 populationgrowth in our territory; |

|              |                                                                                                                    |
|--------------|--------------------------------------------------------------------------------------------------------------------|
| •  | statementsregarding our anticipated revenues, expense levels, liquidity, capitalresources and operating losses;and |

|              |                                                                                   |
|--------------|-----------------------------------------------------------------------------------|
| •  | statements regarding expectationsor projections about markets in our territories. |

Although webelieve that the expectations reflected in such forward-lookingstatements are reasonable, we can give no assurance that suchexpectations will prove to have been correct. Important factors withrespect to any such forward-looking statements, including certain risksand uncertainties that could cause actual results to differ materiallyfrom our expectations, are further disclosed in our annual report onForm 10-K for the year ended December 31, 2003 under the sections"Item 1. Business" and "Item 7.Management's Discussion and Analysis of Financial Condition andResults of Operations." Important factors that could causeactual results 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; |

|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| •  | ourpotential need for additional capital or the need for refinancingexisting indebtedness; |

|              |                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | our potentialinability to expand our services and related products in the event ofsubstantial increases 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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|              |                                             |
|--------------|---------------------------------------------|
| •  | generaleconomic and business conditions;and |

|              |                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | effects of mergers andconsolidations within the telecommunications industry and unexpectedannouncements or developments from others in the telecommunicationsindustry. |

All subsequent written and oral forward-lookingstatements attributable to us or persons acting on our behalf areexpressly qualified in their entirety by the cautionary statements setforth above.

Definitions of Operating Metrics

Wediscuss the following operating metrics relating to our business inthis section:

|              |                                                                                                                                                                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | ARPU, or average monthlyrevenue per user, is a measure used to determine the monthly subscriberrevenue earned for subscribers based in our territory. This measure iscalculated by dividing subscriber revenues in our consolidatedstatement of operations by our average daily subscribers during theperiod 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 June 30, 2004, we had total licensed POPsof over 15.8 million, covered POPs of approximately 12.1 million andtotal subscribers of approximately 813,000.

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 entity.

Aspart of our affiliation agreements with Sprint, we have contracted withSprint to receive back office services such as customer activation,handset logistics, billing, customer care and network 

20

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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 of2004.

We adopted the provisions of SFAS No. 142,"Goodwill and Other Intangible Assets," onJanuary 1, 2002. SFAS No. 142 primarily addresses the accounting forgoodwill and intangible assets 

21

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subsequent to their initial recognition. Theprovisions of SFAS No. 142 (i) prohibit the amortization of goodwilland indefinite-lived intangible assets, (ii) require that goodwill andindefinite-lived intangible assets be tested annually for impairment(and in interim periods if certain events occur indicating that thecarrying value of goodwill and indefinite-lived intangible assets maybe impaired), (iii) require that reporting units be identified for thepurpose of assessing potential future impairments of goodwill and (iv)remove the forty-year limitation on the amortization period ofintangible assets that have finite lives. As of December 31, 2001, wehad recorded $15.9 million in accumulated amortization of goodwill.Upon the adoption of SFAS No. 142, the amortization of goodwill wasdiscontinued. In connection with our annual impairment testing relatedto goodwill as of July 31, 2002, we determined that goodwill wasimpaired and recorded an impairment charge in the third quarter of 2002to reduce the carrying value of goodwill to zero.

Long-livedasset recovery – Long-lived assets, consisting primarily ofproperty, equipment and finite-lived intangibles, comprisedapproximately 76 percent of our total assets at June 30, 2004. Changesin technology or in our intended use of these assets may cause theestimated period of use or the value of these assets to change. Inaddition, changes in general industry conditions could cause the valueof certain of these assets to change. We monitor the appropriateness ofthe estimated useful lives of these assets. Whenever events or changesin circumstances indicate that the carrying amounts of these assets maynot be recoverable, we review the respective assets for impairment. Theimpairment of goodwill recorded in 2002 and the trends in the wirelesstelecommunications industry that drove our decision to launch a debtexchange offer in September 2003 were deemed to be"triggering events" requiring impairmenttesting of our other long-lived assets under SFAS No. 144,"Accounting for the Impairment or Disposal of Long-LivedAssets." In performing this test, assets are groupedaccording to identifiable cash flow streams and the undiscounted cashflow over the life of the asset group is compared to the carrying valueof the asset group. We have determined that we have one asset groupingrelated to cash flows generated by our subscriber base, which includesall of our assets. The life of this asset group for purposes of theseimpairment tests was assumed to be ten years. No impairment wasindicated as a result of these tests. Estimates and assumptions used inboth estimating the useful life and evaluating potential impairmentissues require a significant amount of judgment.

Incometaxes – We utilize an asset and liability approach toaccounting for income taxes, wherein deferred taxes are provided forbook and tax basis differences for assets and liabilities. In the eventdifferences exist between the book and tax basis of our assets andliabilities that result in deferred assets, an evaluation of theprobability of being able to realize the future benefits indicated bysuch assets is made. A valuation allowance is provided for the portionof deferred tax assets for which there is sufficient uncertaintyregarding our ability to recognize the benefits of those assets infuture years.

The net deferred tax asset was fully reservedthrough December 31, 2000 because of uncertainty regarding our abilityto recognize the benefit of the asset in future years. In connectionwith the acquisitions in 2001, a significant deferred tax liability wasrecorded related to intangibles. The reversal of the timing differenceswhich gave rise to the deferred tax liability will allow us to benefitfrom the deferred tax asset. As such, the valuation allowance againstthe deferred tax asset was reduced in 2001 to account for the expectedbenefit to be realized. Prior to February 1, 2000, our predecessoroperated as a limited liability company("LLC") under which losses for income taxpurposes were utilized by the LLC members on their income tax returns.Subsequent to January 31, 2000, we became a C-corp for federal incometax purposes and therefore subsequent losses became net operating losscarryforwards to us. We continue to evaluate the likelihood ofrealizing the benefits of deferred tax items. During 2003, wereinstated a valuation allowance to reflect the deferred tax assets atthe amounts expected to be realized.

Reliance on thetimeliness and accuracy of data received from Sprint – Weplace significant reliance on Sprint as a service provider in terms ofthe timeliness and accuracy of financial and statistical data relatedto customers based in our service territory that we receive on aperiodic basis from Sprint. We make significant estimates in terms ofcash flows, revenue, cost of service, selling and marketing costs andthe adequacy of our allowance for uncollectible accounts based on thisdata we receive from 

22

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Sprint. We obtain assurance as to theaccuracy of this data through analytic review and reliance on theservice auditor report on Sprint's internal control processesprepared by Sprint's external service auditor. Inaccurate orincomplete data from Sprint could have a material adverse effect on ourresults of operations and cash flow.

Consolidated Results ofOperations (dollars in thousands)

For the three andsix month periods ended June 30, 2004 compared to the three and sixmonth periods ended June 30, 2003

Subscriber growth and keyperformance indicators – We had total subscribers ofapproximately 813,000 at June 30, 2004 compared to approximately677,000 at June 30, 2003. This growth of approximately 136,000subscribers or 20 percent year over year compares to 19 percent growthfrom June 30, 2002 to June 30, 2003.

Average monthly churn forthe second quarter of 2004 was approximately 2.1 percent compared toapproximately 2.5 percent for the second quarter of 2003. This level ofchurn in the second quarter of 2004 was slightly less than that in thefirst quarter of 2004 when we experienced average monthly churn of 2.4percent. 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 includes activationfees and charges for the use of various features including PCS Vision,the wireless web and voice activated dialing. Subscriber revenues were$133,569 for the quarter ended June 30, 2004 compared to $114,550 forthe quarter ended June 30, 2003. This increase of 17 percent wasprimarily due to the 20 percent increase in our subscriber basediscussed above. Subscriber revenues were $258,315 for the six monthsended June 30, 2004 compared to $218,574 for the six months ended June20, 2003. This increase of 18 percent was also primarily due to theincrease in the subscriber base discussed above. Base ARPU (which doesnot include roaming revenue) decreased slightly in the second quarterof 2004 to $56 compared to $57 in the second quarter of 2003. Base ARPUin the first six months of 2004 was $56 which was consistent with baseARPU of $56 in the first six 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 $45,774 for the quarter ended June30, 2004 compared to $34,259 for the quarter ended June 30, 2003. Thisincrease of 34 percent was primarily due to a 40 percent increase ininbound roaming minutes to 553 million for the quarter ended June 30,2004 compared to 395 million for the quarter ended June 30, 2003.Roaming revenue was $86,412 for the six months ended June 30, 2004compared to $65,396 for the six months ended June 30, 2003. Thisincrease of 32 percent was primarily due to a 43 percent increase ininbound roaming minutes to 1,050 million for the six months ended June30, 2004 compared to 735 million for the six months ended June 30,2003. The percentage increase in revenue in both the three and sixmonth periods ended June 30, 2004 was less than the respectivepercentage increases in minutes due to declining rates from carriersother than Sprint. We have a reciprocal roaming rate arrangement withSprint where per-minute charges for inbound and outbound roamingrelated to Sprint subscribers are identical. This rate has been 5.8cents per minute since January 1, 2003. The November 2003 amendments toour affiliation 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 other Sprint subscribers

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roam onto our network at a higher rate thanour subscribers roam onto other portions of the PCS network of Sprint.The ratio of inbound to outbound Sprint roaming minutes was 1.13 to 1for the six months ended June 30, 2004 and we expect this margin totrend close to 1 to 1 over time. The toll rate for long distancecharges associated with Sprint roaming is expected to decline graduallyfrom its current rate of between approximately 1.5 and 2 cents perminute. We have experienced a significant increase in the volume ofinbound roaming traffic from PCS providers other than Sprint. Thistraffic is settled at rates separately negotiated by Sprint on ourbehalf with the other PCS providers and has declined in some casesduring 2004 compared to 2003.

Wholesale revenue was $5,931 forthe quarter ended June 30, 2004 compared to $781 for the quarter endedJune 30, 2003. This increase of 659 percent was due to the addition ofrevenue related to subscribers of another PCS carrier with whom Sprintentered into an agreement to allow those subscribers to use the PCSnetwork of Sprint on a wholesale basis meaning all minutes of use forthose subscribers in their home areas are on the PCS network of Sprint.Wholesale revenue was $8,446 for the six months ended June 30, 2004compared to $1,434 for the six months ended June 30, 2003. Thisincrease of 489 percent was also due to the addition of wholesalesubscribers discussed above.

Product sales and cost ofproducts sold – We record revenue from the sale of handsetsand accessories, net of an allowance for returns, as product sales.Product sales revenue and cost of products sold are recorded for allproducts that are sold through our retail stores as well as those soldto our local indirect agents. The cost of handsets sold generallyexceeds the retail sales price as we subsidize the price of handsetsfor competitive reasons. Sprint's handset return policy allowscustomers to return their handsets for a full refund within 14 days ofpurchase. When handsets are returned to us, we may be able to reissuethe handsets to customers at little additional cost to us. However,when handsets are returned to Sprint for refurbishing, we may receive acredit from Sprint, which is less than the amount we originally paidfor the handset.

Product sales revenue for the second quarter of2004 was $8,055 compared to $5,804 for the second quarter of 2003. Costof products sold for the second quarter of 2004 was $16,379 compared to$12,399 for the second quarter of 2003. As such, the subsidy onhandsets sold through our retail and local indirect channels was $8,324in the second quarter of 2004 and $6,595 in the second quarter of 2003.Product sales revenue for the first six months of 2004 was $16,846compared to $11,098 for the first six months of 2003. Cost of productssold for the first six months of 2004 was $36,162 compared to $25,243for the first six months of 2003. As such, the subsidy on handsets soldthrough our retail and local indirect channels was $19,316 in the firstsix months of 2004 and $14,145 in the first six months of 2003. Theincrease in subsidies of $1,729 and $5,171 in the three and six monthsended June 30, 2004, respectively is primarily due to an increase inthe number of activations through our retail and local indirectchannels of approximately 14,000 and 27,000, respectively. In additionto the increase in the number of activations, we also experienced anincrease in subsidies through the retail and indirect channels relatingto existing subscribers upgrading their handsets in 2004.

Cost of service and operations (excluding non-cash compensation)– Cost of service and operations includes the costs ofoperating our portion of the PCS network of Sprint. These costs includeitems such as tower leases and maintenance as well as backhaul costs,which are costs associated with transporting wireless calls across ourportion of the PCS network of Sprint to another carrier'snetwork. In addition, cost of service and operations includes outboundroaming costs, long distance charges, the fees we pay to Sprint for our8 percent affiliation fee, back office services such as billing andcustomer care, as well as our provision for estimated uncollectibleaccounts. Expenses of $91,062 in the second quarter of 2004 wereapproximately 13 percent higher than the $80,282 incurred in the secondquarter of 2003. Expenses of $177,278 in the first six months of 2004were approximately 11 percent higher than the $159,599 incurred in thefirst six months of 2003. The increase in expenses in the secondquarter and first six months of 2004 was due to the increased volume oftraffic carried on our network. Total minutes of use on our networkwere 2.2 billion minutes in the second quarter of 2004 compared to 1.5billion minutes in the second quarter of 2003 for an increase intraffic of 47 percent. Total minutes of use on our network were 4.2billion minutes in the first six months of 2004 compared to 2.8 billionminutes in the first six months of 2003 for an increase in traffic of50 percent. 

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The increase in costs was less than 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 $31,839 in the second quarterof 2004 were 20 percent higher than the $26,584 incurred in the secondquarter of 2003. Total selling and marketing expenses of $62,832 in thefirst six months of 2004 were 15 percent higher than the $54,730incurred in the first six months of 2003. The increase experiencedduring the three months and six months ended June 30, 2004 isattributable to an increase in variable costs due to the fact that wehad more gross activations in the second quarter and first six monthsof 2004 than in the second quarter and first six 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 $5,706 in the second quarter of2004 were 4 percent less than the $5,918 incurred in the second quarterof 2003. General and administrative expenses of $11,423 in the firstsix months of 2004 were 19 percent higher than the $9,583 incurred inthe first six months of 2003. General and administrative expensesinclude corporate costs and expenses such as administration andfinance. The increase in the first six 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 $17,965 inthe second quarter of 2004, which was 3 percent less than the $17,403recorded in the second quarter of 2003. Depreciation totaled $35,945 inthe first six months of 2004 which was 5 percent higher than the$34,268 recorded in the first six months of 2003. The increase in thefirst six months of 2004 is due to the increase in depreciable costs asa result of our capital expenditures in the last six months of 2003 andthe first six months of 2004. The slight decrease in the second quarterof 2004 compared to the second quarter of 2003 was due to a significantamount of asset disposals related to the replacement of certainobsolete equipment as discussed below.

Amortization expenserelates to intangible assets recorded in connection with theacquisitions closed in 2001. We recorded two identifiable intangiblesin connection with each of the acquisitions, consisting of valuesassigned to the agreements with Sprint and the customer base acquired.Amortization expense of $7,558 in the second quarter of 2004 was 25percent less than the $10,016 in the second quarter of 2003.Amortization expense of $16,962 in the first six months of 2004 was 15percent less than the $20,033 in the first six months of 2003. Thedecrease in both the second quarter and first six months of 2004 is dueto the fact that the intangible asset related to the subscriber baseacquired became fully amortized in the first quarter of 2004.

Impairment of property and equipment – We recordedimpairments of property and equipment in the second quarter and firstsix months of 2004 of $2,604 and $2,910, respectively, compared to $34and $394, in the second quarter and first six months of 2003.Impairments recorded in both periods primarily relate to theabandonment of certain network equipment that had becometechnologically obsolete.

Non-cash compensation –Non-cash compensation expense of $25 in the second quarter of 2004was 87 percent less than the $199 in the second quarter of 2003. The2003 expense includes $161 in compensation to directors in the form ofthe issuance of 105,000 unrestricted shares of our common stock. Theremaining expense for 2003 and the entire expense for 2004 relates tothe vesting of restricted stock that had been awarded to certain of ourofficers and directors.

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Non-cash compensation expense of $51 inthe first six months of 2004 was 79 percent less than the $240 in thefirst six months of 2003. The 2004 expense includes $6 in compensationto directors in the form of the issuance of 9,000 unrestricted sharesof our common stock. The 2003 expense includes $161 in compensation todirectors in the form of the issuance of 105,000 unrestricted shares ofour common stock. The remaining expense for the first six months of2004 and 2003 relates to the vesting of restricted stock that had beenawarded to certain of our officers and directors.

Operatingincome (loss) – Our operating income for the second quarterof 2004 was $20,191 compared to $2,559 for the second quarter of 2003,representing an improvement of $17,632. Our operating income for thefirst six months of 2004 was $26,456 compared to a loss of $7,588 forthe first six months of 2003, representing an improvement of $34,044.The improvement in operating income is primarily attributable to theleverage we are experiencing in spreading our fixed costs over a largerbase of subscribers.

Loss on debt extinguishment –The loss on debt extinguishment of $13,101 recorded in the firstsix months of 2004 relates to the repayment and termination of oursenior secured credit facility in January 2004. The loss is comprisedof $12,565 in net deferred loan fees related to the terminated creditfacility plus the recognition of $536 in other comprehensive lossrelated to derivative instruments used for hedging interest rate riskon outstanding borrowings under the credit facility.

Gain(loss) on derivative instrument – The Series B RedeemableConvertible Preferred Stock that was issued in November 2003 containsan early call option which allows us to repurchase the preferred stockat a premium beginning in the fourth year after the shares were issued.Based on the provision of SFAS No. 149, "Amendment ofStatement 133 on Derivative Instruments and HedgingActivities," the derivative instrument related to thisearly call option has been separated from the value of the preferredstock and recorded separately in our consolidated balance sheet.Changes in the fair value of this option are reflected in earnings eachperiod. The loss in the second quarter of 2004 of $11,926 was primarilydriven by the conversion of 195,000 shares of preferred stock duringthe second quarter. The gain of $746 for the first six months of 2004represents the net increase in the fair value of this option afterconsideration of the conversion of 195,060 shares of preferred stockduring the first six months of 2004.

Interest and otherincome – Interest and other income represents amounts earnedon the investment of excess cash including restricted cash. Income of$221 in the second quarter of 2004 was 11 percent less than the $249earned in the second quarter of 2003. Income of $389 in the first sixmonths of 2004 was 39 percent less than the $634 earned in the firstsix months of 2003. The decrease in interest earned in the secondquarter is primarily due to declining interest rates in the market. Thedecrease in interest earned in the first six months is also due todeclining rates in the market as well as the decrease in restrictedcash of approximately $10 million during the first quarter of 2003.

Interest expense – Interest expense for the secondquarter of 2004 and 2003 included non-cash interest of $6,278 and$8,825, 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 $18,952 in thesecond quarter of 2004 from $25,951 in the second quarter of 2003 isdue to 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.

Interest expense for thefirst six months of 2004 and 2003 included non-cash interest of $12,550and $19,551, respectively. The decrease in total interest expense to$37,187 in the first six months of 2004 from $52,488 in the first sixmonths of 2003 is also due to the decreased level of debt after thedebt exchange completed in November 2003 coupled with a lower interestrate on senior notes issued in November 2003 and January 2004.

Income Taxes

We account for income taxes in accordance withSFAS No. 109 "Accounting for Income Taxes."As of December 31, 2000, the net deferred tax asset consisted primarilyof temporary differences 

26

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related to the treatment of organizationalcosts, unearned compensation, interest expense and net operating losscarry forwards. The net deferred tax asset was fully offset by avaluation allowance as of December 31, 2000 because there wassufficient uncertainty as to whether we would recognize the benefit ofthose deferred taxes in future periods. In connection with theacquisitions completed in the first quarter of 2001, we recordedsignificant deferred tax liabilities due to differences in the book andtax basis of the net assets acquired particularly due to the intangibleassets recorded in connection with the acquisitions.

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 the second quarter of 2004, we recordeda 100 percent valuation allowance against all current net operatinglosses generated for tax purposes and recorded $240 in current incometax expense related to our expected alternative minimum tax("AMT") liability for 2004. The currentincome tax expense related to our expected AMT liability recorded inthe first six months of 2004 was $557.

Cash Flows

Operating activities – Operating cash flows increased$42,182 in the first six months of 2004 compared to the first sixmonths of 2003. This increase is primarily due to our increased incomebefore non-cash items of $36,680 coupled with working capital changesof $5,502.

Investing activities – Our investingcash flows were negative $92,374 in the first six months of 2004compared to positive $8,235 in the first six months of 2003. Thedecrease of $100,609 is due primarily to three items. First, our cashcapital expenditures for the first six months of 2004 were $23,440higher than that in the first six months of 2003 due to the payment ofobligations incurred in the fourth quarter of 2003. Secondly, the firstsix months of 2004 included a decrease in restricted cash of $24,977which is reflected as a positive cash flow from investing activities inthat quarter. Restricted cash only decreased by $1 in the first sixmonths of 2004. Additionally, in the first six months of 2004, weestablished a short term investment account in an effort to improveyields on excess liquidity. The amount invested in the first six monthsof 2004 was $50,119.

Financing activities – Ourfinancing cash flows increased in the first six months of 2004 to apositive $36,612 from a negative $572 in the first six months of 2003.Our financing cash flows in the first six months of 2003 primarilyconsisted of repayments on capital leases reduced by proceeds forshares issued to employees in connection with our employee stockpurchase plan. In the first quarter of 2004, we received net proceedsfrom an offering of senior notes of approximately $242 million whichwere used to permanently repay $200 million in borrowings outstandingunder our senior secured credit facility. We paid cash dividends onpreferred stock in the first six months of 2004 of $6,053 and receivedproceeds from issuances of stock to our employee stock purchase plan aswell as exercises of stock options totaling $1,211.

Liquidityand Capital Resources

Since inception, we have financed ouroperations through capital contributions from our owners, debtfinancing and proceeds generated from public offerings of our commonstock. The proceeds from these transactions have been used to fund thebuild-out of our portion of the PCS network of Sprint, subscriberacquisition costs and working capital.

While we have incurredsignificant net losses since inception and negative cash flows fromoperating activities through 2002, we generated approximately $55million and $62 million of cash flows from operating activities for theyear ended December 31, 2003 and the six months ended June 30, 2004,respectively. In November 2003, we completed a debt exchange thatprovided for approximately $238 million of principal debtreduction.

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As of June 30, 2004, we had $106 millionof cash on hand as well as $50 million in short term investments whichwe believe will be sufficient to fund expected capital expenditures andto cover 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 didexperience improvement in subscriber growth in the second quarter andfirst six months of 2004, we are currently experiencing net losses aswe continue 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. Our average monthly churn for the second quarter of 2004 was 2.1percent compared to 2.7 percent for the year ended December 31, 2003and 3.4 percent for the year ended December 31, 2002. The rate of churnexperienced in 2002 was the highest that we have experienced on anannual basis since the inception of the Company. We expect that in thenear term churn may increase as a result of the implementation of theFCC's WLNP mandate in all of our markets during the secondquarter of 2004. Through the second quarter of 2004, we have notexperienced a material impact to churn related to WLNP with respect tothe markets in which we operate. If average monthly churn increasesover the long-term, we would lose the cash flows attributable to thosecustomers and have greater than projected losses.

We may incursignificant handset subsidy costs for existing customers who upgrade toa new handset. As our customer base matures and technological advancesin our services take place, more existing customers will begin toupgrade to new handsets to take advantage of these services. We havelimited historical experience regarding the rate at which existingcustomers upgrade their handsets and if more customers upgrade than weare currently anticipating, it could have a material adverse impact onour earnings and cash flows.

We may not be able to access thecredit or equity markets for additional capital if the liquiditydiscussed above is not sufficient for the cash needs of our business.We continually evaluate options for additional sources of capital tosupplement our liquidity position and maintain maximum financialflexibility. If the need for additional capital arises due to ouractual results differing significantly from our business plan or forany other reason, we may be unable to raise additional capital.

Recently Issued Accounting Pronouncements

In April 2004,the EITF issued Abstract No. 03-06, "ParticipatingSecurities and the Two-Class Method Under FASB Statement No. 128,Earnings Per Share." EITF 03-06 addresses a number ofquestions regarding the computation of earnings per share by companiesthat have issued securities other than common stock that contractuallyentitle the holder to participate in dividends and earnings of thecompany when and if, it declares dividends on its common stock. TheAbstract also provides further guidance in applying the two-classmethod of calculating 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 us in the second quarter of 2004. TheSeries B redeemable convertible preferred 

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stock issued by Alamosa Holdings in November2003 has participation features that requires us to apply the two-classmethod of calculating earnings per share. The adoption of this Abstractwill have the effect of diluting basic earnings per share in periods ofnet income and will not impact earnings per share in periods when wereport a net loss.

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|--------------|-----------------------------------------------------------|
| ITEM3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK |

We do not engage in commodity futurestrading 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 June 30, 2004.

The following table presentsthe estimated future outstanding long-term debt at the end of each yearand future required annual principal payments for each year then endedassociated with the senior discount notes, senior notes and capitalleases based on our projected level of long-termindebtedness:

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|                                              |  |                         |         |         |  |        |         |         |  |        |         |            |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------|--|-------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                         |  | YearsEnding December31, |
|                                         |  | 2004                    |         | 2005    |  | 2006   |         | 2007    |  | 2008   |         | Thereafter |
|                                         |  | (Dollars InMillions)    |
| Fixed RateInstruments                        |  |
| 12 7/8%senior discount notes (2)             |  | $                       | 6       |    |  | $      | 6       |    |  | $      | 6       |       |  | $      | 6       |    |  | $      | 6       |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %     |  |   | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %  |
| Principalpayments                            |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 6       |    |
| 12%senior discount notes (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     |    |
| CapitalleasesTotal minimum lease payments(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 willaccrete on the 12 7/8% senior discount notesthrough February 2005 and on the 12% senior discount notesthrough July 31, 2005 at which time the notes will begin to requirecash payments of interest. |

Our primary market riskexposure relates to:

|              |                                                               |
|--------------|---------------------------------------------------------------|
| •  | the interestrate risk on long-term and short-term borrowings; |

|              |                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------|
| •  | our ability to refinance our seniordiscount notes and senior notes at maturity at market rates;and |

|              |                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------|
| •  | the impact of interest ratemovements on our ability to meet interest expense requirements and meetfinancial covenants. |

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.

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| ITEM 4.  | CONTROLS ANDPROCEDURES |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Evaluation ofDisclosure Controls and Procedures. Each of our Chief Executive Officerand Chief Financial Officer has evaluated the effectiveness of ourdisclosure controls and procedures (as such term is defined in Rules13a-15(e) or 15d-15(e) under the Exchange Act), as of the end of theperiod covered by this quarterly report, based on the evaluation ofthese controls and procedures required by Rules 13a-15(b) or 15d-15(b)under the Exchange Act. Based on such evaluation, such officers haveconcluded that, as of the end of the period covered by this quarterly |

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|        |                                                                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | report, our disclosure controls andprocedures are effective in alerting them on a timely basis to materialinformation relating to us (including our consolidated subsidiaries)required to be included in our reports filed or submitted under theExchange Act. |

|           |                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (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 onSprint to 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 January 23, 2001, our board of directors, in a unanimousdecision, terminated the employment of Jerry Brantley, then Presidentand COO of the Company. On April 29, 2002, Mr. Brantley initiatedlitigation against us and our Chairman, David E. Sharbutt in theDistrict Court of Lubbock County, Texas, 22nd JudicialDistrict, alleging wrongful termination. In the litigation, Mr.Brantley claimed, among other things, that our termination of hisemployment was without cause under his employment agreement rather thana termination 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 us andDavid Sharbutt, including claims asserted in the Lubbock County lawsuitand in the arbitration, were resolved pursuant to a settlementagreement dated February 6, 2004. The settlement does not materiallyimpact our consolidated financial statements or our operations.

In November and December 2003 and January 2004, multiple lawsuitswere filed against us and David E. Sharbutt, our Chairman and ChiefExecutive Officer as well as Kendall W. Cowan, our Chief Financialofficer. Steven Richardson, our 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, we announced that our projection of net subscriber additions forthe second quarter of 2002 would be less 

31

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than previously projected. The consolidatedcomplaint alleges, among other things, that we made false andmisleading statements about subscriber additions during the putativeclass 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 the consolidatedcomplaint was filed on July 26, 2004.

We believe that thedefendants 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. Based on allegations substantially similar to the federalshareholder action, the suits assert claims for defendants'alleged violations of state law, including breaches of fiduciary duty,abuse of control, gross mismanagement, waste of corporate assets andunjust enrichment that allegedly occurred between January 2001 and June2002. The suits seek recovery of damages, fees, costs, equitable and/orinjunctive remedies, and disgorgement of all profits, benefits andother compensation.

On November 26, 2003, Core Group PC filed aclaim against Alamosa PCS and four other PCS Affiliates of Sprint inthe United 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.    CHANGES IN SECURITIES AND USE OFPROCEEDS.

On May 14, 2004, we completed a private exchangetransaction with a holder of the 13 5/8% SeniorNotes. Pursuant to the transaction, the holder delivered to us anaggregate of $150,000 principal amount of the13 5/8% Senior Notes in exchange for a newlyissued $97,000 in principal amount of the 11% Senior Notes and150 shares of Series B Preferred Stock. The transaction wasretroactively effective as of the debt exchange in November 2003. Thenewly issued securities were issued in reliance on Section 3(a)(9) ofthe Securities Act. Each share of Series B Preferred Stock isconvertible at the holder's option and at any time into shares ofAlamosa Holdings common stock. The Series B Preferred Stock isconvertible at $3.40 per share.

On June 1, 2004, we completed aprivate exchange transaction pursuant to which a holder of Series BPreferred Stock delivered to us 100,000 shares of Series B PreferredStock in exchange for 7,811,000 newly issued shares of Alamosa Holdingscommon stock. On June 9, 2004, we completed a private exchangetransaction pursuant to which a holder of Series B Preferred Stockdelivered to us 50,000 shares of Series B Preferred Stock in exchangefor 3,905,500 newly issued shares of Alamosa Holdings common stock. OnJune 14, 2004, we completed a private exchange transaction pursuant towhich a holder of Series B Preferred Stock delivered to us 40,000shares of Series B Preferred Stock in exchange for 3,124,400 newlyissued shares of Alamosa Holdings common stock. On June 18, 2004, wecompleted a private exchange transaction pursuant to which a holder ofSeries B Preferred Stock delivered to us 3,000 shares of Series BPreferred Stock in exchange for 220,588 newly issued shares of AlamosaHoldings common stock and approximately $116,000 in cash. The commonstock issued in each of these transactions was issued in reliance onSection 3(a)(9) of the Securities Act.

In addition, during thethree months and six months ended June 30, 2004, an aggregate of 2,000and 2,060 shares, respectively, of Series B Preferred Stock weretendered for conversion pursuant to the terms thereof in exchange for147,054 and 151,465 shares, respectively of Alamosa Holdings commonstock. The shares of common stock issued upon conversion of Series BPreferred Stock were issued in transactions exempt from theregistration requirements of the Securities Act pursuant to Section3(a)(9) thereunder.

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ITEM 3.    DEFAULTS UPON SENIORSECURITIES.

None.

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

At the AnnualMeeting of Stockholders held on June 2, 2004 the stockholders votedon:

|          |                                                                                                                                    |
|----------|------------------------------------------------------------------------------------------------------------------------------------|
| 1)  | the election of threedirectors for a term of three years expiring in 2007 and until theirsuccessors are duly elected andqualified: |

|                 |  |                          |            |                             |  |        |         |          |  |        |         |        |  |        |       |        |  |  |
|-----------------|--|--------------------------|------------|-----------------------------|--|--------|---------|----------|--|--------|---------|--------|--|--------|-------|--------|--|--|
|            |  | Commonstock shareholders |            | Preferred stockshareholders |
|            |  | For                      |            | Withheld                    |  | For    |         | Withheld |
| RayM. Clapp,Jr. |  |                     | 86,241,390 |                        |  |   | 306,850 |     |  |   | 557,091 |   |  |   | 2,797 |   |
| JohnF. Otto,Jr. |  |                     | 86,327,867 |                        |  |   | 220,373 |     |  |   | 557,091 |   |  |   | 2,797 |   |
| JimmyR.White    |  |                     | 86,402,938 |                        |  |   | 145,302 |     |  |   | 557,091 |   |  |   | 2,797 |   |
|                 |

|          |                                                                                                                                                                                           |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2)  | aproposal to approve an amendment and restatement of the Company'sAmended and Restated Employee Stock Purchase Plan to authorize forissuance an additional 200,000 shares of CommonStock: |

|                         |  |           |  |         |  |                 |  |  |  |  |  |  |  |  |
|-------------------------|--|-----------|--|---------|--|-----------------|--|--|--|--|--|--|--|--|
| Commonstockshareholders |
| For                     |  | Against   |  | Abstain |  | BrokerNon-Votes |
| 59,774,146              |  | 1,524,717 |  | 27,022  |  | 25,222,355      |
|                         |

|                            |  |         |  |         |  |                 |  |  |  |  |  |  |  |  |
|----------------------------|--|---------|--|---------|--|-----------------|--|--|--|--|--|--|--|--|
| Preferredstockshareholders |
| For                        |  | Against |  | Abstain |  | BrokerNon-Votes |
| 217,239                    |  | 16,757  |  | -0-     |  | 325,892         |
|                            |

|          |                                                                                                                                     |
|----------|-------------------------------------------------------------------------------------------------------------------------------------|
| 3)  | aproposal to ratify the selection of PricewaterhouseCoopers LLP as ourindependent accountants for the year ending December 31,2004: |

|                         |  |         |  |         |  |                 |  |  |  |  |  |  |  |  |
|-------------------------|--|---------|--|---------|--|-----------------|--|--|--|--|--|--|--|--|
| Commonstockshareholders |
| For                     |  | Against |  | Abstain |  | BrokerNon-Votes |
| 86,502,846              |  | 40,757  |  | 4,637   |  | -0-             |
|                         |

|                            |  |         |  |         |  |                 |  |  |  |  |  |  |  |  |
|----------------------------|--|---------|--|---------|--|-----------------|--|--|--|--|--|--|--|--|
| Preferredstockshareholders |
| For                        |  | Against |  | Abstain |  | BrokerNon-Votes |
| 557,966                    |  | 1,922   |  | -0-     |  | -0-             |
|                            |

ITEM5.    OTHER INFORMATION.

None.

ITEM6.    EXHIBITS AND REPORTS ON FORM8-K.

|           |                                                                                                                                  |
|-----------|----------------------------------------------------------------------------------------------------------------------------------|
| (a)  | See the Exhibit Index followingthe signature page hereto for a list of the exhibits filed pursuant toItem 601 of Regulation S-K: |

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

None.

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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.

|  | ALAMOSA HOLDINGS, INC. (Registrant) |
|--|-------------------------------------|

|  | /s/ David E.Sharbutt                                         David E. SharbuttChairman of the Board of Directors and ChiefExecutive Officer (Principal ExecutiveOfficer) |
|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | /s/ Kendall W.Cowan                                        KendallW. CowanChief 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.                                                                                                                                                                                      |
| 10.1+         |  | Second Amended and Restated Alamosa Holdings,Inc. Employee Stock Purchase Plan filed as Exhibit 10.39 to AmendmentNo. 1 to the Registration Statement of Form S-4, dated July 14, 2004(Registration No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein by reference.                                                                                                                                                         |
| 10.2          |  | Addendum VIII to Sprint PCS Management Agreementand Sprint PCS Services Agreement, dated June 14, 2004, by and amongSprint Spectrum L.P., WirelessCo, L.P., Sprint Communications CompanyL.P. and Washington Oregon Wireless, LLC, filed as Exhibit 10.65 toAmendment No. 1 to the Registration Statement on Form S-4, datedJuly  14, 2004 (Registration No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.     |
| 10.3          |  | Addendum XII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Texas Telecommunications LP, filed asExhibit  10.66 to Amendment No. 1 to the Registration Statementon Form S-4, dated July  14, 2004 (Registration No. 333-114592),of Alamosa (Delaware), Inc., which exhibit is incorporated herein byreference.         |
| 10.4          |  | Addendum VII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., SprintCom, Inc., WirelessCo,L.P., Sprint Communications Company L.P. and Southwest PCS, L.P., filedas Exhibit 10.67 to Amendment No. 1 to the Registration Statement onForm S-4, dated July  14, 2004 (Registration No. 333-114592), ofAlamosa (Delaware), Inc., which exhibit is incorporated herein byreference. |
| 10.5          |  | Addendum XI to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Alamosa Wisconsin Limited Partnership,filed as Exhibit 10.68 to Amendment No. 1 to the Registration Statementon Form S-4, dated July  14, 2004 (Registration No. 333-114592),of Alamosa (Delaware), Inc., which exhibit is incorporated herein byreference. |
|               |

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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |
|---------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | ExhibitTitle                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.6          |  | AddendumXII to Sprint PCS Management Agreement and Sprint PCS ServicesAgreement, dated June 14, 2004 by and among Sprint Spectrum L.P.,WirelessCo, L.P., Sprint Communications Company L.P. and AlamosaMissouri, LLC, filed as Exhibit 10.69 to Amendment No. 1 to theRegistration Statement on Form S-4, dated July 14, 2004 (RegistrationNo. 333-114592), of Alamosa (Delaware), Inc., which exhibit isincorporated 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 theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                              |
| 32.2*         |  | Certification of CFO Pursuant to 18 U.S.C.Section 1350, as Adopted Pursuant to Section  906 of theSarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                                               |
|               |

|  |
|--|
|  |  |
|  |

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

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

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