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

FORM 10-Q

(Mark One)

|           |                                                                                                                              |
|-----------|------------------------------------------------------------------------------------------------------------------------------|
| [X]  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period endedJune 30, 2005 |

OR

|                                  |                                                                                                                                                                                                                                                                           |
|----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [    ]  | TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transitionperiod from              to             |

COMMISSIONFILE NUMBER: 0-32357

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

|                                                               |  |                                     |  |  |  |  |
|---------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| DELAWARE                                                      |  | 75-2890997                          |
| (State or other jurisdiction of incorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
|                                                               |

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

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

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

YES [X]    NO [    ]

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

YES[X]    NO [    ]

As of August 5, 2005,162,787,435 shares of common stock, $0.01 par value per share, wereissued and outstanding.

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ALAMOSA HOLDINGS,INC.

TABLE OFCONTENTS

|                |  |                                                                                                                 |    |        |        |        |  |  |  |  |
|----------------|--|-----------------------------------------------------------------------------------------------------------------|----|--------|--------|--------|--|--|--|--|
|           |  |                                                                                                            |    | PAGE   |
| PARTI          |  | FINANCIALINFORMATION                                                                                            |    |   |   |   |
| Item1.         |  | FinancialStatements                                                                                             |    |   |   |   |
|           |  | Consolidated BalanceSheets at June 30, 2005 and December 31, 2004(unaudited)                                    |    |   | 3      |   |
|           |  | ConsolidatedStatements of Operations for the three months and six months ended June30, 2005 and 2004(unaudited) |    |   | 4      |   |
|           |  | ConsolidatedStatements of Cash Flows for the six months ended June 30, 2005 and2004 (unaudited)                 |    |   | 5      |   |
|           |  | Notes to theConsolidated Financial Statements                                                                   |    |   | 6      |   |
| Item2.         |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations                            |    |   | 25     |   |
| Item3.         |  | Quantitative and Qualitative Disclosures About MarketRisk                                                       |    |   | 36     |   |
| Item 4.        |  | Controls andProcedures                                                                                          |    |   | 38     |   |
| PARTII         |  | OTHER INFORMATION                                                                                               |    |   |   |   |
| Item1.         |  | Legal Proceedings                                                                                               |    |   | 38     |   |
| Item2.         |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                      |    |   | 38     |   |
| Item 3.        |  | Defaults UponSenior Securities                                                                                  |    |   | 38     |   |
| Item4.         |  | Submission of Matters to a Vote of SecurityHolders                                                              |    |   | 39     |   |
| Item 5.        |  | OtherInformation                                                                                                |    |   | 39     |   |
| Item6.         |  | Exhibits                                                                                                        |    |   | 39     |   |
| **SIGNATURES** |  |                                                                                                            | 40 |   |
|                |

2

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PART I –FINANCIAL INFORMATION

ITEM 1.    FINANCIALSTATEMENTS

ALAMOSA HOLDINGS, INC. CONSOLIDATEDBALANCE SHEETS (UNAUDITED)(dollars in thousands, exceptshareinformation)

|                                                                                                                                   |  |              |           |                  |  |        |           |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------|--|--------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                                              |  | June30, 2005 |           | December 31,2004 |
| ASSETS                                                                                                                            |  |         |      |             |  |   |      |    |
| Currentassets:                                                                                                                    |  |         |      |             |  |   |      |    |
| Cash andcashequivalents                                                                                                           |  | $            | 69,298    |             |  | $      | 129,917   |    |
| Shortterminvestments                                                                                                              |  |         | 90,642    |             |  |   | 50,418    |    |
| Customeraccounts receivable,net                                                                                                   |  |         | 85,399    |             |  |   | 44,687    |    |
| Receivable fromSprint                                                                                                             |  |         | 20,677    |             |  |   | 24,809    |    |
| Interestreceivable                                                                                                                |  |         | 228       |             |  |   | 216       |    |
| Inventory                                                                                                                         |  |         | 13,845    |             |  |   | 9,136     |    |
| Prepaidexpenses and otherassets                                                                                                   |  |         | 19,476    |             |  |   | 13,170    |    |
| Deferredcustomer acquisitioncosts                                                                                                 |  |         | 5,614     |             |  |   | 6,337     |    |
| Deferred taxasset                                                                                                                 |  |         | 4,450     |             |  |   | 4,230     |    |
| Totalcurrentassets                                                                                                                |  |         | 309,629   |             |  |   | 282,920   |    |
| Propertyand equipment,net                                                                                                         |  |         | 539,684   |             |  |   | 441,808   |    |
| Debt issuancecosts, net                                                                                                           |  |         | 8,561     |             |  |   | 9,086     |    |
| Earlyredemption option on preferredstock                                                                                          |  |         | 7,451     |             |  |   | 21,387    |    |
| Goodwill                                                                                                                          |  |         | 245,087   |             |  |   | —   |    |
| Intangibleassets, net                                                                                                             |  |         | 793,839   |             |  |   | 416,716   |    |
| Othernoncurrentassets                                                                                                             |  |         | 5,671     |             |  |   | 4,188     |    |
| Totalassets                                                                                                                       |  | $            | 1,909,922 |             |  | $      | 1,176,105 |    |
| LIABILITIES,MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK ANDSTOCKHOLDERS'EQUITY                                             |  |         |      |             |  |   |      |    |
| Currentliabilities:                                                                                                               |  |         |      |             |  |   |      |    |
| Accountspayable                                                                                                                   |  | $            | 29,207    |             |  | $      | 24,692    |    |
| Accruedexpenses                                                                                                                   |  |         | 55,007    |             |  |   | 43,916    |    |
| Payable toSprint                                                                                                                  |  |         | 35,902    |             |  |   | 35,852    |    |
| Interestpayable                                                                                                                   |  |         | 23,589    |             |  |   | 21,076    |    |
| Deferredrevenue                                                                                                                   |  |         | 25,844    |             |  |   | 22,549    |    |
| Currentinstallments of capitalleases                                                                                              |  |         | 110       |             |  |   | 110       |    |
| Totalcurrentliabilities                                                                                                           |  |         | 169,659   |             |  |   | 148,195   |    |
| Longterm liabilities:                                                                                                             |  |         |      |             |  |   |      |    |
| Capital leaseobligations                                                                                                          |  |         | 695       |             |  |   | 749       |    |
| Other noncurrentliabilities                                                                                                       |  |         | 9,413     |             |  |   | 5,835     |    |
| Deferred taxliability                                                                                                             |  |         | 33,844    |             |  |   | 16,362    |    |
| Seniornotes                                                                                                                       |  |         | 1,092,872 |             |  |   | 739,141   |    |
| Totallong termliabilities                                                                                                         |  |         | 1,136,824 |             |  |   | 762,087   |    |
| Totalliabilities                                                                                                                  |  |         | 1,306,483 |             |  |   | 910,282   |    |
| Commitmentsand contingencies (see Note15)                                                                                         |  |         | —   |             |  |   | —   |    |
| Mandatorilyredeemable convertible preferredstock:                                                                                 |  |         |      |             |  |   |      |    |
| Series B preferred stock,$.01 par value; 750,000 shares authorized; 225,363 and 478,987shares issued and outstanding,respectively |  |         | 75,820    |             |  |   | 161,148   |    |
| Series Cpreferred stock, $.01 par value; 500,000 shares authorized; no sharesissued                                               |  |         | —   |             |  |   | —   |    |
| Totalmandatorily redeemable convertible preferredstock                                                                            |  |         | 75,820    |             |  |   | 161,148   |    |
| Stockholders'equity:                                                                                                              |  |         |      |             |  |   |      |    |
| Preferred stock, $.01 parvalue; 8,750,000 shares authorized; no sharesissued                                                      |  |         | —   |             |  |   | —   |    |
| Common stock,$.01 par value; 290,000,000 shares authorized; 162,659,994 and114,895,245 shares issued and outstanding,respectively |  |         | 1,627     |             |  |   | 1,149     |    |
| Additionalpaid-incapital                                                                                                          |  |         | 1,285,186 |             |  |   | 860,425   |    |
| Accumulateddeficit                                                                                                                |  |         | (757,080  | )           |  |   | (756,834  | )  |
| Unearnedcompensation                                                                                                              |  |         | (2,114    | )           |  |   | (65       | )  |
| Totalstockholders'equity                                                                                                          |  |         | 527,619   |             |  |   | 104,675   |    |
| Totalliabilities and stockholders'equity                                                                                          |  | $            | 1,909,922 |             |  | $      | 1,176,105 |    |
|                                                                                                                                   |

Theaccompanying notes are an integral part of the consolidated financialstatements.

3

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

|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                   |             |                                |  |        |             |         |  |        |             |         |  |        |            |         |  |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------|-------------|--------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|------------|---------|--|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Forthe three months endedJune 30, |             | For the six monthsendedJune30, |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 2005                              |             | 2004                           |  | 2005   |             | 2004    |
| Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                              |        |                           |  |   |        |    |  |   |        |    |  |   |       |    |  |   |   |   |  |   |   |   |
| Subscriberrevenues                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | $                                 | 237,692     |                           |  | $      | 133,569     |    |  | $      | 427,672     |    |  | $      | 258,315    |    |
| Roamingand wholesalerevenues                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                              | 89,967      |                           |  |   | 51,705      |    |  |   | 158,144     |    |  |   | 94,858     |    |
| Servicerevenues                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                              | 327,659     |                           |  |   | 185,274     |    |  |   | 585,816     |    |  |   | 353,173    |    |
| Productsales                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                              | 11,720      |                           |  |   | 8,055       |    |  |   | 21,335      |    |  |   | 16,846     |    |
| Totalrevenue                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                              | 339,379     |                           |  |   | 193,329     |    |  |   | 607,151     |    |  |   | 370,019    |    |
| Costsandexpenses:                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                              |        |                           |  |   |        |    |  |   |        |    |  |   |       |    |
| Costof service and operations (excluding depreciation shown separatelybelow of $25,250 and $16,962 for the three months ended June 30, 2005and 2004, respectively, and $46,658 and $33,936 for the six monthsended June 30, 2005 and 2004, respectively, and excluding non-cashcompensation of $(6) and $2 for the three months ended June 30, 2005and 2004, respectively, and $69 and $4 for the six months ended June30, 2005 and 2004,respectively) |  |                              | 162,596     |                           |  |   | 91,062      |    |  |   | 284,871     |    |  |   | 177,278    |    |
| Costof productssold                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                              | 29,953      |                           |  |   | 16,379      |    |  |   | 58,532      |    |  |   | 36,162     |    |
| Sellingand marketing (excluding non-cash compensation of $(3) and $2 for thethree months ended June 30, 2005 and 2004, respectively, and $42 and $4for the six months ended June 30, 2005 and 2004,respectively)                                                                                                                                                                                                                                       |  |                              | 46,011      |                           |  |   | 31,839      |    |  |   | 91,288      |    |  |   | 62,832     |    |
| Generaland administrative expenses (excluding non-cash compensation of $725and $21 for the three months ended June 30, 2005 and 2004,respectively, and $1,376 and $43 for the six months ended June 30, 2005and 2004,respectively)                                                                                                                                                                                                                     |  |                              | 9,135       |                           |  |   | 5,706       |    |  |   | 18,315      |    |  |   | 11,423     |    |
| Mergerrelatedexpenses                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                              | —     |                           |  |   | —     |    |  |   | 1,280       |    |  |   | —    |    |
| Depreciationandamortization                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                              | 55,905      |                           |  |   | 25,523      |    |  |   | 96,559      |    |  |   | 52,907     |    |
| Losson disposal of property andequipment                                                                                                                                                                                                                                                                                                                                                                                                               |  |                              | 131         |                           |  |   | 2,604       |    |  |   | 107         |    |  |   | 2,910      |    |
| Non-cashcompensation                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                              | 716         |                           |  |   | 25          |    |  |   | 1,487       |    |  |   | 51         |    |
| Totalcosts andexpenses                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                              | 304,447     |                           |  |   | 173,138     |    |  |   | 552,439     |    |  |   | 343,563    |    |
| Incomefromoperations                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                              | 34,932      |                           |  |   | 20,191      |    |  |   | 54,712      |    |  |   | 26,456     |    |
| Losson debtextinguishment                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                              | (482        | )                         |  |   | —     |    |  |   | (482        | )  |  |   | (13,101    | )  |
| Gain(loss) on derivativeinstruments                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                              | (14,925     | )                         |  |   | (11,926     | )  |  |   | (14,076     | )  |  |   | 746        |    |
| Interestand otherincome                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                              | 1,573       |                           |  |   | 221         |    |  |   | 2,673       |    |  |   | 389        |    |
| Interestexpense                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                              | (25,295     | )                         |  |   | (18,952     | )  |  |   | (47,649     | )  |  |   | (37,187    | )  |
| Lossbefore incometaxes                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                              | (4,197      | )                         |  |   | (10,466     | )  |  |   | (4,822      | )  |  |   | (22,697    | )  |
| Incometax benefit(expense)                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                              | 4,193       |                           |  |   | (240        | )  |  |   | 4,576       |    |  |   | (557       | )  |
| Netloss                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                              | (4          | )                         |  |   | (10,706     | )  |  |   | (246        | )  |  |   | (23,254    | )  |
| Preferredstockdividend                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                              | (851        | )                         |  |   | (2,576      | )  |  |   | (3,000      | )  |  |   | (5,796     | )  |
| Preferredstock conversionpremium                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                              | (4,777      | )                         |  |   | (6,441      | )  |  |   | (5,506      | )  |  |   | (6,441     | )  |
| Netloss attributable to commonstockholders                                                                                                                                                                                                                                                                                                                                                                                                             |  | $                                 | (5,632      | )                         |  | $      | (19,723     | )  |  | $      | (8,752      | )  |  | $      | (35,491    | )  |
| Netloss per common share, basic anddiluted                                                                                                                                                                                                                                                                                                                                                                                                             |  | $                                 | (0.04       | )                         |  | $      | (0.19       | )  |  | $      | (0.06       | )  |  | $      | (0.36      | )  |
| Weightedaverage common shares outstanding, basic anddiluted                                                                                                                                                                                                                                                                                                                                                                                            |  |                              | 157,080,740 |                           |  |   | 101,885,776 |    |  |   | 143,090,447 |    |  |   | 98,688,272 |    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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, |
|                                                                          |  | 2005                            |          | 2004    |
| Cashflows from operatingactivities:                                           |  |                            |     |    |  |   |     |    |  |   |   |   |
| Netloss                                                                       |  | $                               | (246     | )  |  | $      | (23,254  | )  |
| Adjustmentsto reconcile net loss to net cash provided by operatingactivities: |  |                            |     |    |  |   |     |    |  |   |   |   |
| Non-cashcompensation                                                          |  |                            | 1,487    |    |  |   | 51       |    |
| Non-cashinterest expense on derivativeinstruments                             |  |                            | —  |    |  |   | 6        |    |
| Non-cashaccretion of asset retirementobligations                              |  |                            | 144      |    |  |   | 91       |    |
| Non-cash (gain)loss on derivativeinstruments                                  |  |                            | 14,076   |    |  |   | (746     | )  |
| Provisionfor baddebts                                                         |  |                            | 5,173    |    |  |   | 4,114    |    |
| Depreciation andamortization of property andequipment                         |  |                            | 48,681   |    |  |   | 35,945   |    |
| Amortizationof intangibleassets                                               |  |                            | 47,878   |    |  |   | 16,962   |    |
| Amortization offinancing costs included in interestexpense                    |  |                            | 454      |    |  |   | 488      |    |
| Amortization of debtpremium                                                   |  |                            | (1,442   | )  |  |   | —  |    |
| Loss on debtextinguishment                                                    |  |                            | 482      |    |  |   | 13,101   |    |
| Interestaccreted on discountnotes                                             |  |                            | 13,171   |    |  |   | 12,056   |    |
| Deferred incometaxes                                                          |  |                            | (220     | )  |  |   | —  |    |
| Loss on disposalof property andequipment                                      |  |                            | 107      |    |  |   | 2,910    |    |
| Merger relatedexpenses                                                        |  |                            | 1,280    |    |  |   | —  |    |
| (Increase)decreasein:                                                         |  |                            |     |    |  |   |     |    |  |   |   |   |
| Receivables                                                                   |  |                            | (985     | )  |  |   | (12,579  | )  |
| Inventory                                                                     |  |                            | (378     | )  |  |   | 17       |    |
| Prepaidexpenses and otherassets                                               |  |                            | (1,394   | )  |  |   | 1,633    |    |
| Increase(decrease)in:                                                         |  |                            |     |    |  |   |     |    |  |   |   |   |
| Accountspayable and accruedexpenses                                           |  |                            | (54,271  | )  |  |   | 10,891   |    |
| Netcash provided by operatingactivities                                       |  |                            | 73,997   |    |  |   | 61,686   |    |
|                                                                          |  |                            |     |    |  |   |     |    |  |   |   |   |
| Cashflows from investingactivities:                                           |  |                            |     |    |  |   |     |    |  |   |   |   |
| Proceeds fromsale of assets                                                   |  |                            | 214      |    |  |   | 380      |    |
| Purchases ofproperty andequipment                                             |  |                            | (65,617  | )  |  |   | (42,636  | )  |
| Acquisitionof business, net of cashpaid                                       |  |                            | (69,831  | )  |  |   | —  |    |
| Merger relatedexpenses                                                        |  |                            | (436     | )  |  |   | —  |    |
| Change inrestricted cash                                                      |  |                            | —  |    |  |   | 1        |    |
| Change inshort terminvestments                                                |  |                            | 4,400    |    |  |   | (50,119  | )  |
| Netcash used in investingactivities                                           |  |                            | (131,270 | )  |  |   | (92,374  | )  |
| Cashflows from financingactivities:                                           |  |                            |     |    |  |   |     |    |  |   |   |   |
| Proceeds fromissuance of seniornotes                                          |  |                            | —  |    |  |   | 250,000  |    |
| Redemption ofseniornotes                                                      |  |                            | (6,800   | )  |  |   | —  |    |
| Repayments ofborrowings under senior secureddebt                              |  |                            | —  |    |  |   | (200,000 | )  |
| Mergerrelated expenses                                                        |  |                            | (844     | )  |  |   | —  |    |
| Debtissuancecosts                                                             |  |                            | —  |    |  |   | (8,100   | )  |
| Preferredstockdividends                                                       |  |                            | (3,793   | )  |  |   | (6,053   | )  |
| Preferredstock conversionpremium                                              |  |                            | —  |    |  |   | (116     | )  |
| Stock optionsexercised                                                        |  |                            | 7,876    |    |  |   | 719      |    |
| Shares issued toemployee stock purchaseplan                                   |  |                            | 267      |    |  |   | 492      |    |
| Proceeds fromrestricted stocksales                                            |  |                            | 2        |    |  |   | —  |    |
| Payments on capitalleases                                                     |  |                            | (54      | )  |  |   | (330     | )  |
| Netcash provided by (used in) financingactivities                             |  |                            | (3,346   | )  |  |   | 36,612   |    |
|                                                                          |  |                            |     |    |  |   |     |    |  |   |   |   |
| Netincrease (decrease) in cash and cashequivalents                            |  |                            | (60,619  | )  |  |   | 5,924    |    |
| Cashand cash equivalents at beginning ofperiod                                |  |                            | 129,917  |    |  |   | 99,644   |    |
| Cashand cash equivalents at end ofperiod                                      |  | $                               | 69,298   |    |  | $      | 105,568  |    |
| Supplementaldisclosure of non-cash financing and investingactivities:         |  |                            |     |    |  |   |     |    |  |   |   |   |
| Stock issuedin businesscombination                                            |  | $                               | 330,848  |    |  | $      | —  |    |
| Warrantsassumed in businesscombination                                        |  |                            | 2,568    |    |  |   | —  |    |
| Fair valueof assets acquired in businesscombination                           |  |                            | 879,084  |    |  |   | —  |    |
| Fairvalue of liabilities assumed in businesscombination                       |  |                            | (441,518 | )  |  |   | —  |    |
| Conversionof preferredstock                                                   |  |                            | 85,328   |    |  |   | 65,626   |    |
| Preferred stockissued in debtexchange                                         |  |                            | —  |    |  |   | 51       |    |
| Non-cash fixedasset additions                                                 |  |                            | 127      |    |  |   | —  |    |
| Assetretirement obligationscapitalized                                        |  |                            | 321      |    |  |   | 75       |    |
| Capitalized leaseobligationsincurred                                          |  |                            | —  |    |  |   | 67       |    |
| Change inaccounts payable for purchases of property andequipment              |  |                            | 3,855    |    |  |   | (11,186  | )  |
|                                                                               |

Theaccompanying notes are an integral part of the consolidated financialstatements.

5

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

|          |                                                              |
|----------|--------------------------------------------------------------|
| 1.  | BASISPRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION |

Theunaudited consolidated balance sheets at June 30, 2005 and December 31,2004, the unaudited consolidated statements of operations for the threemonths and six months ended June 30, 2005 and 2004, the unauditedconsolidated statements of cash flows for the six months ended June 30,2005 and 2004 and related footnotes have been prepared in accordancewith accounting principles generally accepted in the United States ofAmerica for interim financial information and Article 10 of RegulationS-X. Accordingly, they do not include all of the information andfootnotes required annually by accounting principles generally acceptedin the United States of America. The financial information presentedshould be read in conjunction with the audited consolidated financialstatements as of and for the year ended December 31, 2004. In theopinion of management, the interim data includes all adjustments(consisting of only normally recurring adjustments) necessary for afair statement of the results for the interim periods. Operatingresults for the three months and six months ended June 30, 2005 are notnecessarily indicative of results that may be expected for the yearending December 31, 2005.

Basic and diluted net loss per shareof common stock is computed by dividing net loss attributable to commonstockholders for each period by the weighted-average outstanding numberof common shares. No conversion of common stock equivalents has beenassumed in the calculations since the effect would be antidilutive. Asa result, the number of weighted-average outstanding common shares aswell as the amount of net loss per share are the same for basic anddiluted net loss per share calculations for all periods presented.Common stock equivalents excluded from diluted net loss per sharecalculations consisted of options to purchase 2,347,601 and 2,929,360shares of common stock for the three months ended June 30, 2005 and2004, respectively. Options to purchase 2,549,241 and 3,009,924 sharesof common stock for the six months ended June 30, 2005 and 2004,respectively, have been excluded from diluted net loss per sharecalculations. Also excluded from diluted net loss per sharecalculations for all periods presented is the impact of the Series Bmandatorily 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 Bmandatorily redeemable convertible preferred stock outstanding was225,363 and 484,585 at June 30, 2005 and 2004, respectively.

Inaddition, unvested shares of restricted stock awarded to officers anddirectors have been excluded from the basic weighted-averageoutstanding number of common shares for the three months and six monthsended June 30, 2005 and 2004. For the three months ended June 30, 2005and 2004, 457,501 and 400,000 shares, respectively, have been excluded.For the six months ended June 30, 2005 and 2004, 457,501 and 400,000shares respectively have been excluded. For purposes of determining thediluted weighted-average outstanding number of common shares, theshares of restricted stock, which are unvested, are not included in thethree and six months ended June 30, 2005 and 2004 as the effect wouldbe antidilutive.

Certain reclassifications have been made toprior period balances to conform to current period presentation.

|          |                                      |
|----------|--------------------------------------|
| 2.  | ORGANIZATION AND BUSINESS OPERATIONS |

Alamosa Holdings, Inc. ("AlamosaHoldings") is a PCS Affiliate of Sprint with the exclusiveright to provide wireless personal communications services under theSprint brand name in a territory encompassing approximately 23.2million residents. Alamosa Holdings was formed in July 2000. AlamosaHoldings is a holding company and through its subsidiaries provideswireless personal communications services, commonly referred to as PCS,in the Southwestern, 

6

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

Southeastern, Northwestern and MidwesternUnited States. Alamosa (Delaware), Inc. ("Alamosa(Delaware)"), a subsidiary of Alamosa Holdings, was formedin October 1999 under the name "Alamosa PCS Holdings,Inc." to operate as a holding company in anticipation ofits initial public offering. On February 3, 2000, Alamosa (Delaware)completed its initial public offering. Immediately prior to the initialpublic offering, shares of Alamosa (Delaware) were exchanged forAlamosa PCS LLC's ("Alamosa LLC")membership interests, and Alamosa LLC became wholly-owned by Alamosa(Delaware).

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

On February 14, 2001, Alamosa Holdings becamethe new public holding company of Alamosa PCS Holdings, Inc.("Alamosa PCS Holdings") and its subsidiariespursuant to a reorganization transaction in which a wholly-ownedsubsidiary of Alamosa Holdings was merged with and into Alamosa PCSHoldings. As a result of this reorganization, Alamosa PCS Holdingsbecame a wholly-owned subsidiary of Alamosa Holdings, and each share ofAlamosa PCS Holdings common stock was converted into one share ofAlamosa Holdings common stock.

On February 15, 2005, AlamosaHoldings completed the acquisition of AirGate PCS, Inc.("AirGate"), as discussed in Note 4. Theacquisition was treated as a purchase and the results of operations ofAirGate are included in the Company's consolidated results ofoperations from the date of acquisition. Alamosa Holdings and itssubsidiaries are collectively referred to in these consolidatedfinancial statements as the "Company,""we," "us" or"our."

Alamosa Holdings common stockis quoted on Nasdaq under the symbol"APCS."

See Note 17 for recentdevelopments in the Company's relationship with Sprint.

|          |                                 |
|----------|---------------------------------|
| 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 net losses since inception and incurred negative cash flowsfrom operating activities in the past, the Company generatedapproximately $130 million and $74 million of cash flows from operatingactivities for the year ended December 31, 2004 and the six monthsended June 30, 2005, respectively.

As of June 30, 2005, theCompany had $69 million in cash and cash equivalents as well as $91million in short-term investments, which the Company believes will besufficient 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

7

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

not be available on terms acceptable to theCompany, if at all, and could have a material adverse effect on theCompany's ability to achieve its intended businessobjectives.

|          |                          |
|----------|--------------------------|
| 4.  | MERGERS AND ACQUISITIONS |

AirGate PCS - The Company completed the acquisition ofAirGate on February 15, 2005. AirGate was a PCS affiliate of Sprintwith 7.4 million licensed population ("POPs")in the Southeastern United States. This acquisition increased theCompany's covered POPs by approximately 6.4 million and includedthe acquisition of approximately 415,000 subscribers. The transactionincreased the size and scale of the Company's operations andprovided synergies in the form of the elimination of certain fixedcosts in AirGate's historical activity. The transaction wasaccounted for under the purchase method of accounting and the resultsof the acquired company are included in these consolidated financialstatements from the date of acquisition.

The mergerconsideration consisted of 26.1 million shares of Alamosa Holdingscommon stock valued at $12.66 per share, representing the averageclosing price of Alamosa Holdings common stock from February 10, 2005to February 15, 2005, and approximately $100.0 million in cash plusdirect transaction costs of approximately $6.3 million. The Companyalso assumed the debt of AirGate in the transaction, which had a fairvalue of approximately $348.4 million as of February 15, 2005.

The Company obtained an independent valuation of AirGate to allocatethe purchase price. The result of the allocation is asfollows:

|                                                    |  |        |         |        |  |  |
|----------------------------------------------------|--|--------|---------|--------|--|--|
| Consideration:                                     |  |   |    |   |
| Commonstock issued                                 |  | $      | 330,848 |   |
| Common stock warrantsassumed                       |  |   | 383     |   |
| Cash consideration to AirGatestockholders          |  |   | 100,001 |   |
| Totalconsideration                                 |  |   | 431,232 |   |
| Directtransaction costs                            |  |   | 6,334   |   |
| Long-termdebt assumed                              |  |   | 348,391 |   |
| Otherliabilities assumed (including deferredtaxes) |  |   | 93,127  |   |
| Total purchaseprice                                |  |   | 879,084 |   |
| Allocatedto:                                       |  |   |    |   |
| Currentassets                                      |  |   | 130,946 |   |
| Property andequipment                              |  |   | 77,085  |   |
| Other tangible non-currentassets                   |  |   | 966     |   |
| Intangible assets (other thangoodwill)             |  |   | 425,000 |   |
| Goodwill                                           |  | $      | 245,087 |   |
|                                                    |

Theunaudited pro forma condensed consolidated statements of operations forthe three months ended June 30, 2004 and for the six months ended June30, 2005 and 2004 set forth below present the results of operations asif the acquisition had occurred at the beginning of each period and arenot necessarily indicative of future results or actual results thatwould have been achieved had these acquisitions occurred as of thebeginning of the period.

8

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

|                                                             |  |                                         |             |                               |  |        |             |         |  |        |             |         |  |  |  |  |  |  |
|-------------------------------------------------------------|--|-----------------------------------------|-------------|-------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|--|--|--|--|
|                                                        |  | Forthe three months ended June 30, 2004 |             | For thesix months endedJune30 |  |
|                                                        |  | 2005                                    |             | 2004                          |  |
| Totalrevenues                                               |  | $                                       | 278,459     |                          |  | $      | 655,455     |    |  | $      | 532,370     |    |  |
| Lossbefore incometax                                        |  |                                    | (19,620     | )                        |  |   | (14,284     | )  |  |   | (51,188     | )  |  |
| Incometax (expense)benefit                                  |  |                                    | (450        | )                        |  |   | 10,374      |    |  |   | (1,268      | )  |  |
| Netloss                                                     |  |                                    | (20,070     | )                        |  |   | (3,910      | )  |  |   | (52,456     | )  |  |
| Preferredstockdividends                                     |  |                                    | (2,576      | )                        |  |   | (3,000      | )  |  |   | (5,796      | )  |  |
| Preferredstock conversionpremium                            |  |                                    | (6,441      | )                        |  |   | (5,506      | )  |  |   | (6,441      | )  |  |
| Netloss attributable to commonstockholders                  |  | $                                       | (29,087     | )                        |  | $      | (12,416     | )  |  | $      | (64,693     | )  |  |
| Basicand diluted net loss pershare                          |  | $                                       | (0.23       | )                        |  | $      | (0.08       | )  |  | $      | (0.52       | )  |  |
| Weightedaverage common shares outstanding, basic anddiluted |  |                                    | 128,018,996 |                          |  |   | 149,732,039 |    |  |   | 124,821,492 |    |  |
|                                                             |

Cleartalk— The Company entered into a purchase agreement with NTCHColorado, Inc. ("NTCH") in February 2005 withrespect to the purchase of certain assets in the Grand Junction,Colorado Basic Trading Area ("BTA"). NTCHoperates a wireless telecommunication network in the Grand Junction,Colorado BTA under the brand name Cleartalk. In accordance with thepurchase agreement, the Company will acquire subscribers and wirelesstower space from NTCH and NTCH will eliminate the Cleartalk brand fromthe Grand Junction BTA. The commencement date of this agreement isSeptember 1, 2005, at which time the purchase price will be fixed basedon the number of Cleartalk subscribers that have been successfullyconverted to the Company's network. The agreement also providesfor the Company to reimburse NTCH for lost earnings during thetransition period, which is the period from the execution of theagreement in February 2005 through the commencement date of September1, 2005.

The consideration to the seller will be in the form ofa monthly cash payment for five years from the commencement date. Thispayment will be consideration for (i) subscribers successfullyconverted, (ii) rental payment for space on telecommunication towersowned by the seller and (iii) the elimination of the Cleartalk brand inthe Grand Junction BTA. The purchase price will be allocated to theassets received based on relative fair value.

|          |                          |
|----------|--------------------------|
| 5.  | STOCK-BASED COMPENSATION |

The Companyhas elected to follow Accounting Principles Board("APB") Opinion No. 25,"Accounting for Stock Issued to Employees"and related interpretations in accounting for its employee stockoptions. No stock-based employee compensation cost related to optiongrants is reflected in the consolidated statements of operations forthe three months and six months ended June 30, 2005 or 2004, as alloptions granted by the Company had an exercise price equal to orgreater than the market value of the underlying common stock on thedate of grant. Non-cash compensation expense reflected in theconsolidated statements of operations for the three month and six monthperiods ended June 30, 2005 and 2004 is related to the vesting ofshares of restricted stock awarded to officers and directors andunrestricted shares of stock awarded to directors and is not related tothe granting of stock options. The following table illustrates theeffect on net loss and net loss per share if the Company had appliedthe fair value recognition provisions of Statement of FinancialAccounting Standards ("SFAS") No. 123,"Accounting for Stock-Based Compensation," tostock-based employee compensation:

9

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

|                                                                                                                              |  |                                   |        |                                |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------|--------|--------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                         |  | Forthe three months endedJune 30, |        | For the six monthsendedJune30, |
|                                                                                                                         |  | 2005                              |        | 2004                           |  | 2005   |         | 2004    |
| Netloss – asreported                                                                                                   |  | $                                 | (4     | )                         |  | $      | (10,706 | )  |  | $      | (246    | )  |  | $      | (23,254 | )  |
| Add:stock-based employee compensation included in reported net loss, net ofrelatedtax                                        |  |                              | 716    |                           |  |   | 25      |    |  |   | 1,487   |    |  |   | 51      |    |
| Deduct:stock-based employee compensation expense determined under fair valuemethod for all awards, net of related taxeffects |  |                              | (1,588 | )                         |  |   | (1,595  | )  |  |   | (3,368  | )  |  |   | (2,780  | )  |
| Netloss – proforma                                                                                                     |  |                              | (876   | )                         |  |   | (12,276 | )  |  |   | (2,127  | )  |  |   | (25,983 | )  |
| Preferredstockdividend                                                                                                       |  |                              | (851   | )                         |  |   | (2,576  | )  |  |   | (3,000  | )  |  |   | (5,796  | )  |
| Preferredstock conversionpremium                                                                                             |  |                              | (4,777 | )                         |  |   | (6,441  | )  |  |   | (5,506  | )  |  |   | (6,441  | )  |
| Netloss attributable to common stockholders – proforma                                                                 |  | $                                 | (6,504 | )                         |  | $      | (21,293 | )  |  | $      | (10,633 | )  |  | $      | (38,220 | )  |
| Netloss per share – as reported Basic anddiluted                                                                       |  | $                                 | (0.04  | )                         |  | $      | (0.19   | )  |  | $      | (0.06   | )  |  | $      | (0.36   | )  |
| Netloss per share – pro forma Basic anddiluted                                                                         |  | $                                 | (0.04  | )                         |  | $      | (0.21   | )  |  | $      | (0.07   | )  |  | $      | (0.39   | )  |
|                                                                                                                              |

|          |                    |
|----------|--------------------|
| 6.  | ACCOUNTSRECEIVABLE |

Customer accounts receivable —Customer accounts receivable represent amounts owed to the Companyby subscribers for PCS service. Customer accounts receivable do notbear interest.

The amounts presented in the consolidated balancesheets are net of an allowance for uncollectible accounts of $9,375 and$5,728 at June 30, 2005 and December 31, 2004, respectively. Estimatesare used in determining the allowance for uncollectible accounts andare based on the Company's historical collection experience,current trends, credit policy, a percentage of accounts receivable byaging category and expectations of future bad debts based on currentcollection activities. In determining the allowance, the Companyconsiders historical write-offs of its receivables as well ashistorical changes in its credit policies. The Company also takes intoconsideration current trends in the credit quality of its customerbase.

Receivable from Sprint — Receivable fromSprint in the accompanying consolidated balance sheets consists of thefollowing:

|                             |  |              |        |                   |  |        |        |        |  |  |
|-----------------------------|--|--------------|--------|-------------------|--|--------|--------|--------|--|--|
|                        |  | June30, 2005 |        | December 31, 2004 |
| Net roamingreceivable       |  | $            | 15,098 |              |  | $      | 20,948 |   |
| Accruedservice revenue      |  |         | 4,219  |              |  |   | 2,910  |   |
| Otheramounts due fromSprint |  |         | 1,360  |              |  |   | 951    |   |
|                        |  | $            | 20,677 |              |  | $      | 24,809 |   |
|                             |

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 receivable is net of amounts owed to Sprintrelative to the Company's subscribers who utilize the PCS networkof Sprint outside of the Company's licensed territory. Thereceivable is recorded net due to a right of offset with respect to thereceivable from/payable to Sprint with respect to travel and the factthat the activity has historically been settled on a net basis bySprint. In addition, net roaming receivable also includes amounts duefrom Sprint, which have been collected from other PCS providers andwholesale customers for their customers' usage of theCompany's portion of the PCS network of Sprint.

10

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

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.

Otheramounts due from Sprint at June 30, 2005 and December 31, 2004primarily consist of universal service fund recoveries and interconnectrevenue receivable.

|          |                       |
|----------|-----------------------|
| 7.  | PROPERTY ANDEQUIPMENT |

Property and equipment are stated net of accumulateddepreciation and amortization of $294.9 million and $246.4 million atJune 30, 2005 and December 31, 2004, respectively.

|          |                              |
|----------|------------------------------|
| 8.  | ASSET RETIREMENT OBLIGATIONS |

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, "Accounting for Asset RetirementObligations," as of January 1, 2003. The obligationsassociated with the Company's operating leases primarily relateto the restoration of the leased sites to specified conditionsdescribed in the respective lease agreements. For purposes ofdetermining the amounts recorded as asset retirement obligationsassociated with the respective leases, the Company has estimated thecosts by type of lease to be incurred upon the termination of the leasefor restoration costs, as adjusted for expected inflation. These costshave been discounted back to the origination of the lease using anappropriate discount rate to determine the amount of obligation to berecorded upon the inception of the lease. The liability is accreted upto the expected settlement amount over the life of the lease using theeffective interest method. A corresponding asset is recorded at theinception of the lease in the same amount as the asset retirementobligation. This asset is depreciated using the same method and life ofsimilar network assets or leasehold improvements.

The followingtable illustrates the activity with respect to asset retirementobligations for the three months and six months ended June 30, 2005 and2004:

|                                                            |  |                                   |         |                                |  |        |         |        |  |        |         |        |  |        |         |        |  |        |
|------------------------------------------------------------|--|-----------------------------------|---------|--------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|
|                                                       |  | Forthe three months endedJune 30, |         | For the six monthsendedJune30, |
|                                                       |  | 2005                              |         | 2004                           |  | 2005   |         | 2004   |
| Balanceat beginning ofperiod                               |  | $                                 | 3,070   |                           |  | $      | 1,887   |   |  | $      | 2,212   |   |  | $      | 1,813   |   |
| Obligationassumed in connection with acquisition ofAirGate |  |                              | — |                           |  |   | — |   |  |   | 575     |   |  |   | — |   |
| Initialobligation recorded during theperiod                |  |                              | 108     |                           |  |   | 46      |   |  |   | 321     |   |  |   | 75      |   |
| Obligationssettled during theperiod                        |  |                              | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |
| Accretionof obligation during theperiod                    |  |                              | 74      |                           |  |   | 46      |   |  |   | 144     |   |  |   | 91      |   |
| Impactof revision inestimates                              |  |                              | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |
| Balanceat end ofperiod                                     |  | $                                 | 3,252   |                           |  | $      | 1,979   |   |  | $      | 3,252   |   |  | $      | 1,979   |   |
|                                                       |  |                              |    |                           |  |   |    |   |  |   |    |   |  |   |    |   |  |   |   |   |  |   |   |   |
|                                                            |

|          |                               |
|----------|-------------------------------|
| 9.  | GOODWILLAND INTANGIBLE ASSETS |

In connection with the acquisition ofother PCS affiliates of Sprint, the Company allocated portions of therespective purchase prices to identifiable intangible assets consistingof (i) the value of the Sprint agreements in place at the acquiredcompanies and (ii) the value of the subscriber base in place at theacquired companies. In addition to the identifiable intangibles,goodwill has been recorded in the amount by which the purchase priceexceeded the fair value of the net assets acquired, includingidentified intangibles.

11

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

The value assigned to the Sprintagreements is being amortized using the straight-line method over theremaining original terms of the agreements that were in place at thetime of acquisition. The value assigned to the subscriber basesacquired is amortized using the straight-line method over the estimatedlife of the acquired subscribers.

In September 2004, the Companypurchased the rights to additional territory from Sprint in connectionwith an amendment of one of its management agreements. The purchaseprice of $467 consisted of $14 allocated to purchased equipment and$453 allocated to the value of the Sprint agreement associated with theterritory acquired. The intangible asset related to the Sprintagreement will be amortized over the remaining original term of theSprint agreement at the time of purchase.

In connection with theacquisition of AirGate in 2005 as discussed in Note 4, the Companyallocated $215,000 to the value of the subscriber base in place atAirGate at the time of acquisition and allocated $210,000 to the valueof the Sprint agreements in place at AirGate at the time ofacquisition. The values were based on an independent appraisal. Thesubscriber base intangible will be amortized over the estimated life ofthe subscribers acquired, or approximately 3 years, and the intangibleassociated with the Sprint agreements in place will be amortized overthe remaining original term of the Sprint agreements assumed in theacquisition, or approximately 13 years.

The Company accounts forgoodwill and intangible assets in accordance with the provisions ofSFAS No. 142, "Goodwill and Other IntangibleAssets." The provisions of SFAS No. 142 (i) prohibit theamortization of goodwill and indefinite-lived intangible assets, (ii)require that goodwill and indefinite-lived intangible assets be testedannually for impairment (and in interim periods if certain events occurindicating that the carrying value may be impaired) and (iii) requirethat reporting units be identified for the purpose of assessingpotential future impairments of goodwill.

SFAS No. 142 requiresthat goodwill and indefinite-lived intangible assets be tested annuallyfor impairment using a two-step process. As a result of the acquisitionof AirGate as discussed in Note 4, the Company recorded goodwill duringthe six months ended June 30, 2005 of $245,087. In accordance with theprovisions of SFAS No. 142, this goodwill will be tested annually forimpairment.

Goodwill and intangible assets consistof:

|                                     |  |              |          |                  |  |        |          |         |  |  |
|-------------------------------------|--|--------------|----------|------------------|--|--------|----------|---------|--|--|
|                                |  | June30, 2005 |          | December 31,2004 |
| Goodwill                            |  | $            | 245,087  |             |  | $      | —  |    |
| Intangibleassets:                   |  |         |     |             |  |   |     |    |
| Sprint affiliate andotheragreements |  | $            | 742,653  |             |  | $      | 532,653  |    |
| Accumulatedamortization             |  |         | (136,939 | )           |  |   | (115,937 | )  |
| Subtotal                            |  |         | 605,714  |             |  |   | 416,716  |    |
| Subscriberbaseacquired              |  |         | 244,500  |             |  |   | 29,500   |    |
| Accumulatedamortization             |  |         | (56,375  | )           |  |   | (29,500  | )  |
| Subtotal                            |  |         | 188,125  |             |  |   | —  |    |
| Intangibleassets,net                |  | $            | 793,839  |             |  | $      | 416,716  |    |
|                                     |

Amortizationexpense related to intangible assets was $29,605 and $7,558 for thethree months ended June 30, 2005 and 2004, respectively, and was$47,878 and $16,962 for the six months ended June 30, 2005 and 2004,respectively.

12

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

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

|                       |  |        |         |        |  |  |
|-----------------------|--|--------|---------|--------|--|--|
| Yearended December31, |  |   |
| 2005                  |  | $      | 106,670 |   |
| 2006                  |  |   | 117,585 |   |
| 2007                  |  |   | 117,585 |   |
| 2008                  |  |   | 54,877  |   |
| 2009                  |  |   | 45,918  |   |
| Thereafter            |  |   | 399,081 |   |
|                  |  | $      | 841,716 |   |
|                       |

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

Long-term debt consists of thefollowing:

|                                                |  |              |           |                  |  |        |         |        |  |        |        |        |  |  |
|------------------------------------------------|--|--------------|-----------|------------------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|                                           |  | June30, 2005 |           | December 31,2004 |  |
|                                           |  |         |      |             |  |   |    |   |  |   |   |   |
| 12 7/8%Senior Discount Notes, net of discount  |  | $            | —   |             |  | $      | 6,293   |   |  |
| 12% Senior DiscountNotes, net ofdiscount       |  |         | 231,103   |             |  |   | 218,028 |   |  |
| 121⁄2%SeniorNotes                         |  |         | 11,600    |             |  |   | 11,600  |   |  |
| 13 5/8%Senior Notes                            |  |         | 2,325     |             |  |   | 2,325   |   |  |
| 11%SeniorNotes                                 |  |         | 250,895   |             |  |   | 250,895 |   |  |
| 81⁄2%SeniorNotes                          |  |         | 250,000   |             |  |   | 250,000 |   |  |
| 9 3/8%SeniorNotes                              |  |         | 167,695   |             |  |   | — |   |  |
| Floating RateNotes                             |  |         | 179,254   |             |  |   | — |   |  |
| **TotalDebt**                                  |  |         | 1,092,872 |             |  |   | 739,141 |   |  |
| Lesscurrentmaturities                          |  |         | —   |             |  |   | — |   |  |
| **Longterm debt, excluding currentmaturities** |  | $            | 1,092,872 |             |  | $      | 739,141 |   |  |
|                                                |

    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 accreted to their $6,389 face amount on February15, 2005. The 12 7/8% Senior Discount Notes wereredeemed in April 2005 at a premium of $411. Additionally, $71 inunamortized loan costs was charged to expense when the notes wereredeemed.

12% Senior Discount Notes — The12% Senior Discount Notes were issued in November 2003, matureJuly 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, 2004, all of the escrowed proceeds had been used inconnection with payment of cash interest.

13

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

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, 2004, 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 and forgeneral corporate purposes.

9 3/8%Senior Notes — The 9 3/8% SeniorNotes were assumed in connection with the acquisition of AirGate inFebruary 2005, as discussed in Note 4. These notes were originallyissued in February 2004, have a face value of $159,035, matureSeptember 1, 2009 and carry a coupon rate of9 3/8%, payable semiannually on January 1 andJuly 1. The 9 3/8% Senior Notes are secured by asecond priority lien on the assets of AirGate.

Floating RateNotes — The Floating Rate Notes were assumed in connectionwith the acquisition of AirGate in February 2005, as discussed in Note4. These notes were originally issued in October 2004, have a facevalue of $175,000, mature October 15, 2011 and bear interest at LIBORplus 3.75%, payable quarterly on January 15, April 15, July 15and October 15. The Floating Rate Notes are secured by a first prioritylien on the assets of AirGate.

|           |                                                                 |
|-----------|-----------------------------------------------------------------|
| 11.  | MANDATORILY REDEEMABLE CONVERTIBLEPARTICIPATING PREFERRED STOCK |

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

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

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

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

In accordance with the provisions of SFASNo. 149, "Amendment of Statement 133 on DerivativeInstruments and Hedging Activities," this option to redeemoutstanding preferred shares for cash represents a derivativeinstrument that must be bifurcated and accounted for separately, as theearly redemption could potentially double a holder's return onthe preferred shares. As a result, an asset was recorded in connectionwith this early redemption option in November 2003 in the amount of$18.8 million, which represented the fair value of the option upon theissuance of the preferred shares as determined by an independentvaluation professional. This derivative is adjusted to fair value atthe end of each reporting period with any change in fair value beingreflected in earnings for the period. As of June 30, 2005 and December31, 2004, the fair value of this option was $7.5 million and $21.4million, respectively.

The Series B Preferred Stock was recordedat fair value as of the date of issuance, or approximately $325 pershare, less a portion of the costs incurred in connection with the debtexchange of approximately $4.4 million plus the value assigned to theearly redemption option discussed previously. The costs allocated tothe Series B Preferred Stock were determined based on the relative fairvalue of the Series B Preferred Stock to the total fair value ofconsideration given to the tendering noteholders. In determining the$325 per share fair value of Series B Preferred Stock, the Companyengaged the services of an independent valuation professional who usedcustomary methodologies common in the valuation of such instruments toarrive at the fair value. In May 2004, the Company completed a privateexchange transaction with a holder of the13 5/8% Senior Notes. Pursuant to thetransaction, the holder delivered to the Company an aggregate of $150principal amount of the 13 5/8% Senior Notes inexchange for a newly issued $97 in principal amount of the 11%Senior Notes and 150 shares of Series B Preferred Stock.

Duringthe six months ended June 30, 2005 and 2004, holders of 253,624 and195,060 shares, respectively, of Series B Preferred Stock exercisedtheir conversion option or exchanged shares of Series B Preferred Stockwith the Company and were granted 19,088,502 and 15,212,953 shares,respectively, of Alamosa Holdings common stock. In connection with theconversions during the six months ended June 30, 2005, the Company paidconversion premiums to certain holders in the form of 439,681 shares ofcommon stock valued at $5,506. In connection with the conversionsduring the six months ended June 30, 2004, the Company paid conversionpremiums to certain holders in the form of 870,310 shares of commonstock valued at $6,325 and $116 in cash.

During the six monthsended June 30, 2005 and 2004, the Company paid $3,793 and $6,053,respectively, in cash dividends on the Series B Preferred Stock.

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

The Company'seffective income tax rate is based on annual income (loss), statutorytax rates, tax planning opportunities, expected future taxable incomeand expected reversals of taxable temporary differences. The annualrate is then applied to the Company's quarterly operatingresults. The Company establishes a valuation allowance for deferred taxassets when it is more likely than not that the deferred tax assetswill not be realized. Due to the Company's limited operatinghistory and lack of positive taxable earnings, a valuation allowancewas established during 2003 as deferred tax assets were expected toexceed deferred tax liabilities. The establishment of this valuationallowance in the six months ended June 30, 2004 resulted in aneffective tax rate of negative 2.4 percent. The effective tax rate forthe six months ended June 30, 2005 is 95 percent. The differencebetween the statutory rate of 35 percent and the projected rate isprimarily due to non-deductible interest on high yield debt obligationsand the reduction of deferred tax assets associated with preferredshares converted to common stock during the period.

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

|           |                                 |
|-----------|---------------------------------|
| 13.  | DERIVATIVEFINANCIAL INSTRUMENTS |

The Company follows the provisions ofSFAS No. 133, "Accounting for Derivatives and HedgingActivities" in its accounting for derivative financialinstruments and hedging activities. The statement requires the Companyto record all derivatives on the balance sheet at fair value.Derivatives that are not hedges must be adjusted to fair value throughearnings.

In connection with the acquisition of AirGate onFebruary 15, 2005, as discussed in Note 4, the Company assumed certaincommon stock purchase warrants that existed at AirGate at the time ofacquisition. The terms of the warrants were impacted by the exchangeratio of Alamosa Holdings common stock exchanged for AirGate commonstock in the acquisition. As of June 30, 2005, three sets of commonstock purchase warrants were outstanding.

AirGate Warrants— The AirGate Warrants were originally issued by AirGate inconnection with an offering of AirGate notes in 1999. As of June 30,2005, 8,620 AirGate Warrants were outstanding. Each warrant entitlesthe holder to receive 0.9482 shares of Alamosa Holdings common stockand $3.64 in cash at an exercise price of $0.02 per share and expireson October 1, 2009. Due to the fact that these warrants requiresettlement with registered shares of Alamosa Holdings common stock,these warrants are reflected as a liability in the consolidated balancesheet at fair market value. Changes in fair market value are reflectedin earnings for the period. The fair value of the AirGate Warrants atJune 30, 2005 is approximately $145.

iPCS Note Warrants— The iPCS Note Warrants were originally issued by iPCS,Inc. ("iPCS") in 2000 and assumed by AirGateupon AirGate's acquisition of iPCS in 2001. As of June 30, 2005,300,000 iPCS Note Warrants were outstanding. Each warrant entitles theholder to receive 0.6996 shares of Alamosa Holdings common stock at anexercise price of $74.34 per share and expires on July 15, 2010. Due tothe fact that these warrants require settlement with registered sharesof Alamosa Holdings common stock, these warrants are reflected as aliability in the consolidated balance sheet at fair market value.Changes in fair market value are reflected in earnings for the period.The fair value of the iPCS Note Warrants at June 30, 2005 isapproximately $2,180.

iPCS Sprint Warrant — TheiPCS Sprint Warrant was originally issued by iPCS in 2000 and assumedby AirGate upon its acquisition of iPCS in 2001. As of June 30, 2005,the iPCS Sprint Warrant to purchase 81,050 shares of Alamosa Holdingscommon stock at an exercise price of $66.52 per share was outstanding.This warrant expires on July 15, 2007 and is not reflected as aliability in the consolidated balance sheet as it was included in thefair value of equity issued in the transaction.

|           |                   |
|-----------|-------------------|
| 14.  | SPRINT AGREEMENTS |

In accordance withthe Company's affiliation agreements with Sprint, Sprint providesthe Company various services including billing, customer care,collections and inventory logistics. In addition, Sprint bills theCompany for various pass-through items such as commissions and rebatesto national retail merchants, handset subsidies on handsets activatedin the Company's territory but not sold by the Company and longdistance charges.

In 2003, the Company executed amendments toits affiliation agreements with Sprint. The amendments, among otherthings, established fixed per subscriber costs for services that theCompany purchases from Sprint through December 31, 2006 in the form oftwo new fees. The amendments created a new combined service bureau fee,which consolidates numerous fees that were previously settledseparately, for back office services such as billing and customer care.The combined service bureau fee was initially set at $7.70 per averagesubscriber per month through December 31, 2006 and will be recorded incost of service and operations in the consolidated 

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

statement of operations. The amendments alsocreated a new per-activation fee, which consolidates numerous fees thatwere previously 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 data services from $0.0014 per Kb to $0.0020 per Kband extended the fixed reciprocal rates for voice and data roamingthrough December 31, 2006. In June 2004, the Company further amendedits agreements with Sprint to (i) reduce the combined service bureaufee from $7.70 to $7.00 per average subscriber per month and (ii)change the 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. AirGate amended itsagreements with Sprint in August 2004 and the provisions of thoseamendments are consistent with those of Alamosa Holdings' amendedSprint agreements.

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

|                              |  |                                   |         |                                |  |        |        |        |  |        |         |        |  |        |         |        |  |  |
|------------------------------|--|-----------------------------------|---------|--------------------------------|--|--------|--------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                         |  | Forthe three months endedJune 30, |         | For the six monthsendedJune30, |
|                         |  | 2005                              |         | 2004                           |  | 2005   |        | 2004   |
| Costof service andoperations |  | $                                 | 122,171 |                           |  | $      | 66,509 |   |  | $      | 213,830 |   |  | $      | 129,146 |   |
| Costof productssold          |  |                              | 29,953  |                           |  |   | 16,379 |   |  |   | 58,532  |   |  |   | 36,162  |   |
| Sellingandmarketing          |  |                              | 15,424  |                           |  |   | 10,815 |   |  |   | 34,519  |   |  |   | 21,209  |   |
| Total                        |  | $                                 | 167,548 |                           |  | $      | 93,703 |   |  | $      | 306,881 |   |  | $      | 186,517 |   |
|                              |

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.

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

|           |                              |
|-----------|------------------------------|
| 15.  | COMMITMENTS ANDCONTINGENCIES |

Employment agreements — TheCompany is a party to employment agreements, effective October 1, 2002,and amended as of January 1, 2005, with its Chief Executive Officer("CEO") and Chief Financial Officer("CFO"). The CEO's agreement willexpire on December 31, 2007 and entitles the CEO to receive an annualbase salary of $425 in 2005, subject to increase from time to time. Theagreement also provides that so long as he serves on theCompany's board of directors, he will serve as Chairman of theBoard. The CFO's agreement will expire on December 31, 2006 andentitles him to receive an annual base salary of $400 in 2005, subjectto increase from time to time. The CEO and CFO are eligible to receivean annual performance-based bonus with an initial target of $340 and$280, respectively. The executives are entitled to participate in anylong-term incentive plans the Company establishes, including AlamosaHoldings' Amended and Restated 1999 Long Term Incentive Plan("LTIP").

The agreements provide forannual option grants, contingent upon continued employment. TheCEO's agreement provides for the grant of options to purchase80,000 shares, 64,000 shares and 51,200 shares in 2005, 2006 and 2007,respectively. The CFO's agreement provides for the grant ofoptions to purchase 50,000 shares and 40,000 shares in 2005 and 2006,respectively. Additionally, the agreements provide for grants ofrestricted stock subject to the terms of the LTIP and that vest uponcontinued employment and in amounts determined based upon attainment ofperformance goals as set forth in certain restricted stock agreements.The target shares for restricted stock grants for the CEO are 60,000 in2005, 48,000 in 2006, and 38,400 in 2007. The target shares forrestricted stock grants for the CFO are 50,000 in 2005 and 40,000 in2006. The actual award shares for restricted stock could range fromzero to 200% of the target amount.

The agreements entitlethe executives to $5,000 in term life insurance coverage, reimbursementfor reasonable business expenses, a car allowance, reimbursement forapproved club dues, reimbursement for an annual physical exam up to $5,and financial planning services up to $10 per annum. The executives mayparticipate in any incentive, retirement, life, medical, disability andother benefit plans available to the Company's other executiveswith comparable responsibilities, subject to the terms of thoseprograms.

Upon termination of employment by the Company withoutcause or by the executive for good reason, within thirty days after thedate of termination, the Company will provide the terminated executivea lump-sum severance payment equal to the sum of: (i) one year'sbase salary; (ii) the higher of (x) the executive's target bonusor (y) the average annual bonus the executive earned over the twopreceding years (the "Bonus"); and (iii) apro-rated bonus for the year of termination. If such termination occurswithin twelve months following a change in control, the terminatedexecutive is instead entitled to three times his base salary and Bonus,plus a pro-rata bonus for the year of termination. In either case, theterminated executive will also receive continuing welfare and fringebenefits for one year following termination of his employment (twoyears if such termination occurs within twelve months following achange in control) and all restricted stock and options granted to theexecutive under the agreement will become vested and exercisable.

The Company entered into employment agreements on October 1, 2002,as amended as of January 1, 2005 with its Chief Integration Officer("CIO"), Chief Technology Officer("CTO"), and Senior Vice President ofCorporate Finance ("SVP"). The Companyentered into an employment agreement on December 1, 2002, as amended asof January 1, 2005 with its Chief Operating Officer("COO"). The CIO's agreement willexpire on December 31, 2005. The agreements with the CTO, SVP and COOwill expire on December 31, 2006.

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

These agreements provide for annualgrants of options to purchase 186,000 shares of Company common stockduring 2005 and 2006 and additionally provide for total restrictedstock grants among these executives in the target amount of 150,000shares during 2005 and 2006. The actual award shares for restrictedstock could range from zero to 200% of the target amount.Additionally, the agreements entitle the executives to be reimbursedfor reasonable business expenses, car allowances, and reimbursement forannual physical exams in amounts as set forth in their agreements aswell as other allowed prerequisites. They may participate in anyincentive, retirement, life, medical, disability and other benefitplans available to the Company's other executives with comparableresponsibilities, subject to the terms of those programs.

Upontermination of employment by the Company without cause or by theexecutive for good reason, within thirty days after the date oftermination, the Company will provide the terminated executive alump-sum severance payment equal to the sum of: (i) one year'sbase salary; (ii) the executive's Bonus; and (iii) a pro-ratedbonus for the year of termination. If such termination occurs withintwelve months following a change in control, the terminated executiveis instead entitled to receive two times base salary and Bonus, plus apro-rata bonus for the year of termination. In either case, theterminated executive will also receive continuing welfare and fringebenefits for one year (two years if such termination occurs withintwelve months following a change in control) and all restricted stockand options granted to the executive under the agreement will becomevested and exercisable.

The agreements contain non-compete andnon-solicitation provisions effective for (i) two years followingtermination of employment by the Company without cause or by theexecutive for good reason within one year following a change in controlor (ii) one year following termination of employment in any othercircumstances.

The restricted stock grants associated with theJanuary 2005 employment agreement amendments are considered variableawards as the number of the shares that will ultimately be earned bythe employee is not known until December 31 of each year during theterm of the agreement (the measurement dates). In accordance with FAS123, related compensation expense associated with the annual grants ismeasured based on the fair market value of the award at the measurementdate and is recognized over the vesting period.

The restrictedstock granted in January 2005 under the terms of these employmentagreement amendments vest 65% on March 1, 2006 and 35% onSeptember 1, 2006. Until the measurement date has been reached,compensation expense is adjusted for changes in the fair market value.The market value of the restricted stock grants was $2,468 on the dateof grant and was recorded as unearned compensation, a component ofshareholders' equity. At June 30, 2005, the unearned compensationwas adjusted to $2,778 based on an increase in the fair market value ofthe award as of June 30, 2005. The non-cash compensation expenserecognized during the six months ended June 30, 2005 was $1,066resulting in a balance of $1,712 in unearned compensation related tothese awards as of June 30, 2005.

Litigation —The Company has been named as a defendant in a number of purportedsecurities class actions in the United States District Court for theSouthern District of New York, arising out of its initial publicoffering (the "IPO"). Various underwriters ofthe IPO also are named as defendants in the actions. The action againstthe Company is one of more than 300 related class actions which havebeen consolidated and are pending in the same court. The complainantsseek to recover damages and allege, among other things, that theregistration statement and prospectus filed with the SEC for purposesof the IPO were false and misleading because they failed to disclosethat the underwriters allegedly (i) solicited and received commissionsfrom certain investors in exchange for allocating to them shares ofcommon stock in connection with 

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

the IPO, and (ii) entered into agreementswith their customers to allocate such stock to those customers inexchange for the customers agreeing to purchase additional Companyshares in the aftermarket at pre-determined prices. On February 19,2003, the Court granted motions by the Company and 115 other issuers todismiss the claims under Rule 10b-5 of the Exchange Act which had beenasserted against them. The Court denied the motions by the Company andvirtually all of the other issuers to dismiss the claims assertedagainst them under Section 11 of the Securities Act. The Companymaintains insurance coverage which may mitigate its exposure to loss inthe event that this claim is not resolved in the Company's favor.On October 13, 2004, the Court granted the plaintiffs' motion forclass certification in cases against six of the issuers (not includingthe Company), and stated that the order of certification gave"strong guidance, if not dispositive effect"in the cases involving all other issuers. The underwriter defendantspetitioned the U.S. Court of Appeals for the Second Circuit to hear theappeal of the certification on an interlocutory basis, and on June 30,2005, the Second Circuit granted their request. The Second Circuit hasordered the appeal to be scheduled and briefed in the normalcourse.

The issuers in the IPO cases, including the Company,have reached an agreement in principle with the plaintiffs to settlethe claims asserted by the plaintiffs against them. Under the terms ofthe proposed settlement, the insurance carriers for the issuers willpay the plaintiffs the difference between $1 billion and all amountswhich the plaintiffs recover from the underwriter defendants by way ofsettlement or judgment. Accordingly, no payment on behalf of theissuers under the proposed settlement will be made by the issuersthemselves. The claims against the issuers will be dismissed, and theissuers and their officers and directors will receive releases from theplaintiffs. Under the terms of the proposed settlement, the issuerswill also assign to plaintiffs certain claims which they may haveagainst the underwriters arising out of the issuers' IPOs, andthe issuers will also agree not to assert certain other claims whichthey may have against the underwriters, without plaintiffs'consent. The proposed settlement is subject to agreement among theparties on final settlement documents and the approval of the court.The court has issued a decision and order which preliminarily approvesthe settlement as to the issuers. The next step in the process isnotice to the class of the proposed settlement and the scheduling of ahearing before the court to determine the fairness of the settlement.Neither of these events has occurred as of this date.

InNovember 2003, December 2003 and January 2004, multiple lawsuits werefiled against the Company and David E. Sharbutt, its Chairman and ChiefExecutive Officer as well as Kendall W. Cowan, its Chief FinancialOfficer. Steven Richardson, the Company's Chief OperatingOfficer, was also a named defendant in one of the lawsuits. Each claimis a purported class action filed on behalf of a putative class ofpersons who and/or entities that purchased Alamosa Holdings'securities between January 9, 2001 and June 13, 2002, inclusive, andseeks recovery of compensatory damages, fees and costs. Each lawsuitwas filed in the United States District Court for the Northern Districtof Texas, in either the Lubbock Division or the Dallas Division. OnFebruary 27, 2004, the lawsuits were consolidated into one actionpending in the United States District Court for the Northern Districtof 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 named three of the originaldefendants (the Company, David Sharbutt and Kendall Cowan), dropped oneof the original defendants (Steven Richardson) and named two newdefendants who are outside directors (Michael Roberts and StevenRoberts). The putative class period remained the same. The consolidatedcomplaint alleged violations of Sections 10(b) and 20(a) of

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

the Exchange Act, Rule 10b-5 promulgatedthereunder, and Sections 11 and 15 of the Securities Act. Theconsolidated complaint sought 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' alleged insider trading proceeds. Atthe end of the putative class period on June 13, 2002, the Companyannounced that its projection of net subscriber additions for thesecond quarter of 2002 would be less than previously projected. Theconsolidated complaint alleged, among other things, that the Companymade false and misleading statements about subscriber additions duringthe putative class period. The consolidated complaint also alleged thatthe Company's financial statements were false and misleadingbecause the Company improperly recognized revenue and failed to recordadequate allowances for uncollectible receivables.

On March 28,2005, the Court granted the defendants' motion to dismiss andentered a judgment dismissing this action. On April 22, 2005, the leadplaintiff filed a notice of appeal from the dismissal order andjudgment to the Fifth Circuit Court of Appeals. On May 17, 2005, theFifth Circuit Court of Appeals dismissed the appeal pursuant to theunopposed motion of lead plaintiff/appellant.

On July 8 and 15,2004, two shareholder derivative suits, each asserting identicalallegations, were filed in State District Court in Dallas County, Texason behalf of the Company against certain of its officers and directors:David E. Sharbutt, the Company's Chairman and Chief ExecutiveOfficer, Kendall W. Cowan, the Company's Chief Financial Officer,as well as other current and former members of the Company'sboard of directors, including Scotty Hart, Michael V. Roberts, Ray M.Clapp, Jr., Schuyler B. Marshall, Thomas F. Riley, Jr., Steven C.Roberts, Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suitsalso name the Company as a nominal defendant. On August 27, 2004, thelawsuits were consolidated into one action pending in State DistrictCourt in Dallas County, Texas. On November 24, 2004, the plaintiffsfiled a consolidated derivative petition. Based on allegationssubstantially similar to the federal shareholder action, the suitsassert claims for defendants' alleged violations of state law,including breaches of fiduciary duty, abuse of control, grossmismanagement, waste of corporate assets and unjust enrichment thatallegedly occurred between January 2001 and June 2002. The suits seekrecovery of damages, fees, costs, equitable and/or injunctive remedies,and disgorgement of all profits, benefits and other compensation. Thedefendants filed a motion to stay this action pending the outcome ofthe federal shareholder action. In the alternative, the defendantsfiled special exceptions to the consolidated derivative petitionrequesting dismissal of the action. The plaintiffs served writtendiscovery requests on defendants and in response, defendants filed amotion for protective order and to stay discovery.

On April 27,2005, the plaintiffs filed a notice of non-suit without prejudice todismiss the defendants and all claims asserted in this action withoutprejudice.

In May 2002, putative class action complaints werefiled in the United States District Court for the Northern District ofGeorgia against AirGate PCS, Inc., Thomas M. Dougherty, Barbara L.Blackford, Alan B. Catherall, Credit Suisse First Boston, LehmanBrothers, UBS Warburg LLC, William Blair & Company, Thomas WieselPartners LLC and TD Securities. The complaints alleged that theprospectus used in connection with the secondary offering of AirGatestock by certain former stockholders of iPCS, a former subsidiary ofAirGate, on December 18, 2001 contained materially false and misleadingstatements and omitted material information necessary to make thestatements in the prospectus not false and misleading. After initiallydenying motions for appointment of lead plaintiffs and leadplaintiffs' counsel, the Court granted a modified renewed motionfor appointment of lead plaintiffs and lead plaintiffs' counselon 

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

August 17, 2004. Pursuant to a consentscheduling order, lead plaintiffs filed a consolidated amended classaction complaint on October 15, 2004, naming the same defendants (the"Consolidated Complaint"). 

The Consolidated Complaint  asserts claims underSections 11, 12(a)(2) and 15 of the Securities Act of 1933 based on anumber of purported false or misleading statements in the prospectus.Plaintiffs' claims are premised on allegations, among others,that (i) AirGate's business plan was not "fullyfunded," contrary to what was asserted in the prospectus;(ii) disclosures in the prospectus regarding the churn rate experiencedby AirGate were untrue and/or misleading; (iii) AirGate did not havestrong future revenue and profit growth prospects based on its rapidcustomer growth, contrary to what was allegedly asserted in theprospectus; (iv) AirGate's allowance for doubtful accounts wasunderstated in its fiscal 2001 financial statements, and hence AirGateunderstated its net losses for 2001 and the prospectus incorrectlystated that AirGate's financial statements complied withgenerally accepted accounting principles; (v) iPCS's networkbuild-out was not nearly complete, contrary to what was allegedlyasserted in the prospectus; and (vi) the iPCS merger did notsignificantly enhance shareholder value, contrary to alleged assertionsin the prospectus.

On December 30, 2004,defendants filed motions to dismiss the Consolidated Complaint, whichare presently pending before the Court. The Company believes thatAirGate and the other defendants have meritorious defenses to theclaims asserted in the Consolidated Complaint and intends to defend theaction vigorously. However, the ultimate outcome of the litigation isnot currently predictable, there can be no assurance that thelitigation will be resolved in our favor, and an adverse outcome couldadversely affect our financial condition. We maintain insurancecoverage which could mitigate our exposure to loss in the event of anadverse outcome.

 On February  23, 2003, iPCS andits two subsidiaries, iPCS Wireless, Inc. and iPCS Equipment, Inc. (the"Debtors") filed voluntary petitions forrelief under Chapter  11 of the Bankruptcy Code. During thebankruptcy cases, iPCS filed a motion and obtained an order authorizingit to assume a management agreement between iPCS, AirGate PCS andAirGate Services Co., as amended. AirGate PCS subsequently filed anadministrative expense priority claim for amounts that it contends wereowed by the Debtors under the assumed management agreement. The claimwas for amounts that AirGate PCS might be liable to certain third partyvendors for goods and services provided by such vendors to or for thebenefit of the Debtors. In their disclosure statement, the Debtorsindicated that they might seek to defend against the claim by arguing,among other things, that AirGate PCS has failed to disgorge an allegedpreferential transfer in the amount of $3,079 and that the Company, itsaffiliates, officers, and directors may be subject to claims of theDebtors for mismanagement, breach of fiduciary duties, officer anddirector liability, and similar claims. The parties engaged insettlement discussions in an effort to resolve all of the disputesbetween them and on or about April 8, 2005, AirGate PCS and the Debtorsentered into a settlement agreement resolving the claims between them.Under the settlement, the Company received 8,200 shares of the commonstock issued by the Debtors under their confirmed plan ofreorganization.

The Company is involved in various claims andlegal actions arising in the ordinary course of business. The ultimatedisposition of these matters is not expected to have a material adverseimpact on the Company's financial position, results of operationsor liquidity.

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|-----------|-----------------------------------------------------|
| 16.  | EFFECTS OF RECENTLY ISSUEDACCOUNTING PRONOUNCEMENTS |

In December 2004, the FinancialAccounting Standards Board ("FASB") issuedSFAS No. 123(R), "Share-Based Payment," whichis a revision of SFAS No. 123 and supersedes APB 

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

Opinion No. 25. SFAS No. 123(R) requires allshare-based payments to employees, including grants of employee stockoptions, to be valued at fair value on the date of grant, and to beexpensed over the applicable vesting period. Pro forma disclosures ofthe income statement effects of share-based payments is no longer analternative. SFAS No. 123(R) is effective for all stock-based awardsgranted on or after July 1, 2005. In addition, companies must alsorecognize compensation expense related to any awards that are not fullyvested as of July 1, 2005. Compensation expense for the unvested awardswill be measured based on the fair value of the awards previouslycalculated in developing the pro forma disclosures in accordance withthe provisions of SFAS No. 123. On April 14, 2005, the SEC announcedthe adoption of a new rule that amends the compliance dates for SFASNo. 123(R). The new rule allows registrants to implement SFAS No.123(R) at the beginning of their next fiscal year that begins afterJune 15, 2005. As a result, the Company will be required to adopt theprovisions of SFAS No. 123(R) on January 1, 2006. The Company iscurrently assessing the impact of adopting SFAS No. 123(R) to itsconsolidated results of operations.

In June 2005, the FASBissued SFAS No. 154, "Accounting Changes and ErrorCorrections a replacement of APB Opinion No. 20 and FASB Statement No.3." This Statement changes the requirements for theaccounting for and reporting of a change in accounting principle. ThisStatement applies to voluntary changes as well as those changesrequired by an accounting pronouncement if that pronouncement does notinclude specific transition provisions. This Statement requiresretrospective application to prior periods' financial statementsof changes in accounting principle as opposed to being shown as acumulative adjustment in the period of change. The Statement iseffective for all changes and corrections of errors made in fiscalyears beginning after December 15, 2005. The adoption of this standardis not expected to materially impact the Company.

On March 31,2005, the FASB issued Interpretation No.("FIN") 47, "Accounting forConditional Asset Retirement Obligations" which is aninterpretation of SFAS No. 143, "Accounting for AssetRetirement Obligations." FIN 47 clarifies that therecognition and measurement provisions of SFAS No. 143 apply to assetretirement obligations in which the timing and/or method of settlementmay be conditional on a future event, including obligations toremediate asbestos at the end of a building's useful life andobligations to dispose of chemically-treated telephone poles at the endof their useful lives. FIN 47 is effective for fiscal years endingafter December 15, 2005. The Company is currently assessing the impactof adopting FIN 47 to its consolidated results of operations.

|           |                  |
|-----------|------------------|
| 17.  | SUBSEQUENT EVENT |

On December 15,2004, Sprint Corporation ("Sprint") andNextel Communications, Inc. ("Nextel")announced a proposed merger of their two companies. Nextel currentlyoperates a wireless mobility communications network in certainterritories in which the Company also provides digital wirelessmobility communications network services under the Sprint or affiliatedbrands. Sprint and Nextel have announced that they intend to close themerger on August 12, 2005.

Based upon the terms of theexclusivity covenants contained in the management agreement betweenSprint and AirGate PCS, Inc., a wholly-owned subsidiary of Alamosa, theCompany believes that Nextel's operation of a wireless mobilitycommunications network in territories in which AirGate operates fromand after the closing of the Sprint-Nextel merger will constitute abreach of the exclusivity covenants in the AirGate management agreementwith Sprint. Moreover, based upon public statements and disclosuresmade by Sprint and Nextel following the announcement of their pendingmerger, the Company believes that actions that Sprint and 

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

Nextel intend to take in connection with theintegration of their operations following completion of the merger mayconstitute a breach of the exclusivity and certain other provisions ofthe management agreements between Sprint and Alamosa's otheroperating subsidiaries.

As previously disclosed, the Company hadbeen engaged in discussions with Sprint in an attempt to reach amutually acceptable resolution of the issues related to theSprint-Nextel merger and its effect on the existing managementagreements between Sprint and Alamosa's subsidiaries, includingAirGate. However, the Company concluded that it was unlikely that itwould be able to reach a mutually acceptable resolution with Sprintprior to the closing of the Sprint-Nextel merger, and, on August 8,2005, AirGate filed a lawsuit against Sprint, certain of its affiliatesand Nextel in the Delaware Court of Chancery alleging, among otherthings, that following the completion of the pending merger, Sprintwill breach the exclusivity covenants contained in its managementagreement with AirGate and that Nextel unlawfully interfered withAirGate's exclusive rights under such agreement. The complaintseeks, among other things, an order directing Sprint and its affiliatesto specifically perform their contractual obligations under theiragreements with AirGate, an injunction preventing Sprint and Nextelfrom taking any action or entering into any agreement that wouldviolate the exclusivity covenants contained in the agreements, adeclaratory judgment declaring the rights, remedies and obligations ofthe parties under the agreements, and damages. The Company'sother operating subsidiaries also may decide to pursue remedies againstSprint and Nextel, including bringing a lawsuit against Sprint andNextel.

Under the Company's affiliation agreements withSprint, an event of termination can be declared by the Company after amaterial breach by Sprint is not cured within the applicable graceperiod, which, without extension by the Company, could be as much as180 days. If the Company has the right to terminate its managementagreements because of an event of termination caused by Sprint,generally the Company may (i) require Sprint to purchase all of itsoperating assets used in connection with its portion of the PCS networkof Sprint, (ii) in all areas in the Company's territory whereSprint is the licensee for 20 MHz or more of the spectrum on the dateit terminates our management agreements, require Sprint to assign tothe Company, subject to governmental approval, up to 10 MHz of licensedspectrum or (iii) choose not to terminate its management agreements andsue Sprint for damages or other relief or submit the matter toarbitration.

Should the breach not be cured by Sprint or amodification, waiver or extension not be granted by the Company, theelection by the Company to terminate the affiliation agreements wouldconstitute an event of default under each series of the Company'soutstanding senior notes. Upon an event of default, the holders of thesenior notes would have the right to demand payment and the Company maynot have adequate liquidity to satisfy this obligation. At this pointin time, management of the Company does not anticipate that an event oftermination of the affiliation agreements willoccur.

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

Forward-LookingStatements

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

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

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

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

Although we believe that the expectations reflectedin such forward-looking statements are reasonable, we can give noassurance that such expectations will prove to have been correct.Important factors with respect to any such forward-looking statements,including certain risks and uncertainties that could cause actualresults to differ materially from our expectations, are furtherdisclosed in our annual report on Form 10-K for the year ended December31, 2004 under the sections "Item 1.Business" and "Item 7. Management'sDiscussion and Analysis of Financial Condition and Results ofOperations." Important factors that could cause actualresults to differ materially from those in the forward-lookingstatements include, but are not limitedto:

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

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

|              |                                   |
|--------------|-----------------------------------|
| •  | our anticipation of futurelosses; |

|              |                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------|
| •  | our dependence on back officeservices, such as billing and customer care, provided by Sprint; |

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|--------------|----------------------------------------------------------|
| •  | inaccuracies in financial informationprovided by Sprint; |

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | potentialfluctuations in our operating results; |

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|--------------|--------------------------------------------------------------------------------------|
| •  | our ability to predict future customergrowth, as well as other key operatingmetrics; |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Definitions of OperatingMetrics

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

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

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Average monthly churn is used tomeasure the rate at which subscribers based in our territory deactivateservice on a voluntary or involuntary basis. We calculate averagemonthly churn based on the number of subscribers deactivated during theperiod (net of transfers out of our service area and those whodeactivated 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, 2005, we had total licensed POPsof over 23.2 million, covered POPs of approximately 19.7 million andtotal subscribers of approximately 1.4 million.

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

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

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

Critical Accounting Policies

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

Accounting for business combinations — Theacquisition of AirGate PCS, Inc. ("AirGate")on February 15, 2005 has been accounted for as a business combinationin accordance with the provisions of SFAS No. 141,"Business Combinations." Significantassumptions used in connection with allocating the purchase price toidentifiable tangible and intangible assets and liabilities as well asunidentifiable goodwill include (i) the value of Alamosa Holdingscommon stock issued in the transaction, (ii) the value of identifiableintangible assets including value assigned to acquired subscribers andvalue assigned to the Sprint agreements assumed, (iii) the value ofproperty and equipment acquired, (iv) the value of long term debtassumed and (iv) deferred income tax assets and liabilitiesattributable to the assets and liabilities acquired. The operations ofthe acquired company are included in the consolidated results ofoperations of Alamosa Holdings from the date of acquisition.

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. We allocate amounts charged to customers at the pointof sale between the sale of handsets and other equipment and the saleof wireless telecommunications services in those transactions takingplace in distribution channels that we directly control. Activationfees charged in transactions outside of our directly controlleddistribution channels continue to be deferred and amortized over theaverage life of the subscriber base.

We recognize revenue fromour customers as they use the service. Additionally, we provide areduction of recorded revenue for billing adjustments and billingcorrections.

The cost of handsets sold generally exceeds theretail sales price, as it is common in our industry to subsidize theprice of handsets for competitive reasons. For handsets sold throughchannels controlled by Sprint that are activated by a subscriber in ourterritory, we reimburse Sprint for the amount of subsidy incurred bythem in connection with the sale of these handsets. This reimbursementpaid to Sprint is reflected in our selling and marketing expenses inthe consolidated statements of operations.

Accounting forgoodwill and intangible assets — We have recorded certainintangible assets in connection with acquisitions, including bothidentifiable intangibles and goodwill. Identifiable intangibles consistof the Sprint agreements and the respective subscriber bases in placeat the 

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acquired companies at the time ofacquisition. The intangible assets related to the Sprint agreements arebeing amortized on a straight line basis over the remaining originalterm of the underlying Sprint agreements. The subscriber baseintangible asset is amortized on a straight line basis over theestimated life of the acquired subscribers.

Goodwill wasrecorded in connection with the acquisition of AirGate in the firstquarter of 2005. We account for goodwill in accordance with theprovisions of SFAS No. 142, "Goodwill and Other IntangibleAssets." In accordance with SFAS No. 142, goodwill istested annually for impairment.

Long-lived asset recovery— Long-lived assets, consisting primarily of property,equipment and intangibles, comprised approximately 83 percent of ourtotal assets at June 30, 2005. Changes in technology or in our intendeduse of these assets may cause the estimated period of use or the valueof these assets to change. In addition, changes in general industryconditions could cause the value of certain of these assets to change.We monitor the appropriateness of the estimated useful lives of theseassets. Whenever events or changes in circumstances indicate that thecarrying amounts of these assets may not be recoverable, we review therespective assets for impairment. In performing this review, assets aregrouped according to identifiable cash flow streams and theundiscounted cash flow over the life of the asset group is compared tothe carrying value of the asset group. We have determined that we haveone asset grouping related to cash flows generated by our subscriberbase, which includes all of our assets. The life of this asset groupfor purposes of these impairment tests is assumed to be ten years.Estimates and assumptions used in both estimating the useful life andevaluating potential impairment issues require a significant amount ofjudgment.

Operating leases — Operating leases andrelated leasehold improvement costs are accounted for based on theprovisions of SFAS No. 13, "Accounting forLeases." We have a significant number of leases primarilyassociated with towers and other locations on which we install ournetwork equipment. These leases are considered operating leases and themonthly rentals are expensed as incurred while any capital expendituresassociated with preparing the site for our use are capitalized anddepreciated. These capital expenditures are depreciated over theshorter of the lease term or the economic life of the respectiveassets. Additionally, certain of these operating leases contain rentescalation provisions over the term of the respective leases. For thoseleases with escalation provisions, the periodic rental expense isrecorded on a straight line basis over the lease term.

Income taxes — We account for income taxes inaccordance with SFAS No. 109, "Accounting for IncomeTaxes." Under this method, we utilize an asset andliability approach to accounting for income taxes, wherein deferredtaxes are provided for book and tax basis differences for assets andliabilities. In the event differences exist between the book and taxbasis of our assets and liabilities that result in deferred assets, anevaluation of the probability of being able to realize the futurebenefits indicated by such assets is made. A valuation allowance isprovided for the portion of deferred tax assets for which there issufficient uncertainty regarding our ability to recognize the benefitsof those assets in future years.

On a quarterly basis, weevaluate the need for and adequacy of the valuation allowance basedupon the expected realizability of our deferred tax assets and adjustthe amount of such allowance, if necessary. The factors used to assessthe likelihood of realization are the latest forecast of future taxableincome, available tax planning strategies and the future reversal ofexisting taxable temporary differences.

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 ofrevenue, cost of service, selling and marketing costs and the adequacyof our allowance for uncollectible accounts based on this data wereceive from Sprint. We obtain assurance as to the accuracy of thisdata through analytic review and reliance on the service auditor reporton Sprint's internal control processes prepared by Sprint'sexternal service auditor. Inaccurate or incomplete data from Sprintcould have a material adverse effect on our results of operations andcash flow.

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Consolidated Results of Operations(dollars in thousands)

For the three and six month periodsended June 30, 2005 compared to the three and six month periods endedJune 30, 2004

On February 15, 2005, we completed theacquisition of AirGate. This acquisition added approximately 415,000subscribers at the time of acquisition. The acquisition was accountedfor under the purchase method of accounting such that the results ofoperations for the acquired entity are included in our consolidatedoperating results only from the date of acquisition. Accordingly, thisimpacts the comparison of our results of operations for the six monthperiod ended June 30, 2005.

Subscriber growth and keyperformance indicators — We had total subscribers ofapproximately 1,447,000 at June 30, 2005 compared to approximately813,000 at June 30, 2004. This growth of approximately 634,000subscribers, or 78 percent year over year, includes 415,000 subscribersacquired in connection with the acquisition of AirGate. Excludingacquired subscribers, subscriber growth was approximately 219,000subscribers, or 27 percent, from June 30, 2004 to June 30, 2005,compared to 20 percent growth from June 30, 2003 to June 30, 2004. Theincrease in growth is primarily attributable to an increase in ourdistribution channels, primarily in our own Sprint retail stores andbranded dealers in our territory as well as overall growth in thewireless telecommunications industry.

Average monthly churn forthe second quarter of 2005 was approximately 2.1 percent compared toapproximately 2.1 percent for the second quarter of 2004. Increases inchurn negatively impact our operations, as we incur significant upfront costs in acquiring customers.

Service revenues —Service revenues consist of revenues from our subscribers androaming and wholesale revenue earned when subscribers from othercarriers or resellers of PCS service use our portion of the PCS networkof Sprint.

Subscriber revenue consists of payments received fromour subscribers for monthly service under their service plans.Subscriber revenue also includes amortization of deferred activationfees and charges for the use of various features including PCS Vision,the wireless web and voice activated dialing. Subscriber revenues were$237,692 for the quarter ended June 30, 2005 compared to $133,569 forthe quarter ended June 30, 2004. This increase of 78 percent wasprimarily due to the increase in our subscriber base discussed above.Subscriber revenues were $427,672 for the six months ended June 30,2005 compared to $258,315 for the six months ended June 30, 2004. Thisincrease of 66 percent was also due to the increase in the subscriberbase discussed above. Base ARPU (which does not include roamingrevenue) remained consistent in the second quarter of 2005 at $56compared to $56 in the second quarter of 2004. Base ARPU in the firstsix months of 2005 was $55, which was slightly lower than base ARPU of$56 in the first six months of 2004.

Roaming and wholesalerevenue is comprised of revenue from Sprint and other PCS subscribersbased outside of our territory who roam onto our portion of the PCSnetwork of Sprint as well as revenue from resellers of PCS servicewhose subscribers use our portion of the PCS network of Sprint.

Roaming revenue was $76,588 for the quarter ended June 30, 2005compared to $45,774 for the quarter ended June 30, 2004. This increaseof 67 percent was due to a 78 percent increase in inbound roamingminutes to 984 million for the quarter ended June 30, 2005, compared to553 million for the quarter ended June 30, 2004, driven primarily byadditional minutes in the AirGate territories. Roaming revenue was$131,879 for the six months ended June 30, 2005 compared to $86,412 forthe six months ended June 30, 2004. This increase of 53 percent wasprimarily due to a 70 percent increase in inbound roaming minutes to1.7 billion for the six months ended June 30, 2005 compared to 1.0billion for the six months ended June 30, 2004. The percentage increasein revenue in both the three and six month periods ended June 30, 2005was less than the percentage increase in minutes due to declining ratesfrom carriers other than Sprint. We have a reciprocal roaming ratearrangement with Sprint pursuant to which per-minute charges forinbound and outbound roaming related to Sprint subscribers areidentical. This rate is fixed at 5.8 cents per minute until December31, 2006. We are currently a net receiver of roaming with Sprint,meaning that the minute volume from other Sprint 

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subscribers roaming onto our network isgreater than the minute volume from our subscribers roaming onto otherportions of the PCS network of Sprint. The ratio of inbound to outboundSprint roaming minutes was 1.17 to 1 for the six months ended June 30,2005. We have experienced an increase in the volume of inbound roamingtraffic from PCS providers other than Sprint. This traffic is settledat rates separately negotiated by Sprint on our behalf with the otherPCS providers and these rates have declined in some cases during 2005compared to 2004.

Wholesale revenue was $13,379 for the quarterended June 30, 2005 compared to $5,931 for the quarter ended June 30,2004. This increase of 126 percent was due to the addition of revenuerelated to subscribers of another PCS carrier with whom Sprint enteredinto an agreement to allow those subscribers to use the PCS network ofSprint on a wholesale basis subsequent to June 30, 2004. As a result,all minutes of use for those subscribers in their home areas as well aswhen roaming are on the PCS network of Sprint. Wholesale revenue was$26,265 for the six months ended June 30, 2005 compared to $8,446 forthe six months ended June 30, 2004. This increase of 211 percent wasalso due to the addition of wholesale subscribers discussed above.

Product sales and cost of products sold — We recordrevenue from the sale of handsets and accessories, net of an allowancefor returns, as product sales. Product sales revenue and cost ofproducts sold are recorded for all products that are sold through ourretail stores as well as those sold to our local indirect agents. Thecost of handsets sold generally exceeds the retail sales price as wesubsidize the price of handsets for competitive reasons. Sprint'shandset return policy allows customers to return their handsets for afull refund within 14 days of purchase. When handsets are returned tous, we may be able to reissue the handsets to customers at littleadditional cost to us. However, when handsets are returned to Sprintfor refurbishing, we may receive a credit from Sprint, which is lessthan the amount we originally paid for the handset.

Productsales revenue for the quarter ended June 30, 2005 was $11,720 comparedto $8,055 for the quarter ended June 30, 2004. Cost of products soldfor the quarter ended June 30, 2005 was $29,953 compared to $16,379 forthe quarter ended June 30, 2004. As such, the subsidy on handsets soldthrough our retail and local indirect channels was $18,233 in thequarter ended June 30, 2005 and $8,324 in the quarter ended June 30,2004. Product sales revenue for the six months ended June 30, 2005 was$21,335 compared to $16,846 for the six months ended June 30, 2004.Cost of products sold for the six months ended June 30, 2005 was$58,532 compared to $36,162 for the six months ended June 30, 2004. Assuch, the subsidy on handsets sold through our retail and localindirect channels was $37,197 in the six months ended June 30, 2005 and$19,316 in the six months ended June 30, 2004. The increase insubsidies of $9,909 and $17,881 in the three and six months ended June30, 2005, respectively, is primarily due to an increase in the numberof activations through our retail and local indirect channels ofapproximately 14,000 and 35,000 subscribers, respectively, and anincrease in subsidies associated with handset upgrades of approximately$2,590 and $4,655, respectively.

Cost of service andoperations — Cost of service and operations includes thecosts of operating our portion of the PCS network of Sprint. Thesecosts include items such as tower operating leases and maintenance aswell as backhaul costs, which are costs associated with transportingwireless calls across our portion of the PCS network of Sprint toanother carrier's network. In addition, cost of service andoperations includes outbound roaming costs, long distance charges, thefees we pay to Sprint for our 8 percent affiliation fee, back officeservices such as billing and customer care, as well as our provisionfor estimated uncollectible accounts. Expenses of $162,596 in thequarter ended June 30, 2005 were approximately 79 percent higher thanthe $91,062 incurred in the quarter ended June 30, 2004. Expenses of$284,871 in the six months ended June 30, 2005 were approximately 61percent higher than the $177,278 incurred in the six months ended June30, 2004. The increase in expenses in the three and six months endedJune 30, 2005 was due to the increased volume of traffic carried on ournetwork due both to the increase in our subscribers, including thoseacquired from AirGate, as well as wholesale and resale customers. Totalminutes of use on our network were 4.5 billion minutes in the quarterended June 30, 2005 compared to 2.2 billion minutes in the quarterended June 30, 2004 for an increase in traffic of 105 percent includingminutes of use on the network of AirGate from the date of acquisition.Total minutes of use on our network were 8.0 billion minutes in the sixmonths ended June 30, 2005 compared to 4.2 billion minutes in the sixmonths ended June 30, 2004 for an 

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increase in traffic of 90 percent. Theincrease in costs was lower relative to the increase in traffic due tothe leverage we experience in spreading our fixed network operatingcosts over a larger volume of activity.

Selling andmarketing expenses — Selling and marketing expenses includeadvertising, promotion, sales commissions and expenses related to ourdistribution channels, including our retail store expenses. Inaddition, we reimburse Sprint for the subsidy on handsets sold throughnational retail stores due to the fact that these retailers purchasetheir handsets from Sprint. This subsidy is recorded as a selling andmarketing expense. Total selling and marketing expenses of $46,011 inthe quarter ended June 30, 2005 were 45 percent higher than the $31,839incurred in the quarter ended June 30, 2004. Total selling andmarketing expenses of $91,288 in the six months ended June 30, 2005were 45 percent higher than the $62,832 incurred in the six monthsended June 30, 2004. The increase experienced during the three monthsand six months ended June 30, 2005 is attributable to an increase invariable costs resulting from increases in gross activations ofapproximately 54,000 and 102,000 in the three months and six monthsended June 30, 2005, respectively, as compared to the three months andsix months ended June 30, 2004, as well as an increase in subsidies onhandsets sold through national retail stores to existing subscribers ofapproximately $2,909 and $4,464 in the three months and six monthsended June 30, 2005, respectively.

General andadministrative expenses — General and administrativeexpenses include corporate costs and expenses such as administrationand finance. General and administrative expenses of $9,135 in thequarter ended June 30, 2005 were 60 percent higher than the $5,706incurred in the quarter ended June 30, 2004. General and administrativeexpenses of $18,315 in the six months ended June 30, 2005 were 60percent higher than the $11,423 incurred in the six months ended June30, 2004. The increase in the three and six months ended June 30, 2005has been the result of increased professional fees associated withregulatory compliance as well as increased personnel and other costsassociated with the addition of the AirGate markets.

Mergerrelated expenses — Merger related expenses in the six monthsended June 30, 2005 of $1,280 includes $844 related to a fee associatedwith financing that was not used and $436 related to incremental travelcosts associated with the acquisition of AirGate that are notconsidered part of the cost of the transaction in the purchase priceallocation.

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 $26,300 inthe quarter ended June 30, 2005, which was 46 percent higher than the$17,965 recorded in the quarter ended June 30, 2004. Depreciationtotaled $48,681 in the six months ended June 30, 2005, which was 35percent higher than the $35,945 recorded in the six months ended June30, 2004. The increase in the three and six months ended June 30, 2005is due to the increase in depreciable costs as a result of our capitalexpenditures in the last six months of 2004 and the first six months of2005, as well as depreciation on the property and equipment acquiredfrom AirGate in the first quarter of 2005.

Amortization expenserelates to identifiable intangible assets we have recorded related tothe agreements with Sprint and the customer base acquired in connectionwith purchase transactions. Amortization expense of $29,605 in thequarter ended June 30, 2005 was 292 percent higher than the $7,558 inthe quarter ended June 30, 2004. Amortization expense of $47,878 in thefirst six months of 2005 was 182 percent higher than the $16,962 in thefirst six months of 2004. The increase in both the three and six monthsended June 30, 2005 is due to additional amortization recorded in thethree and six months ended June 30, 2005 related to the identifiableintangible assets recorded in connection with the acquisition ofAirGate on February 15, 2005.

Loss on disposal of propertyand equipment — We recorded a loss on disposal of propertyand equipment in the three and six months ended June 30, 2005 of $131and $107, respectively, compared to a loss of $2,604 and $2,910 in thethree and six months ended June 30, 2004, respectively. Losses recordedin 2004 primarily relate to the abandonment of certain networkequipment with a carrying value of approximately $2.1 million that hadbecome technologically obsolete.

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Non-cash compensation —Non-cash compensation expense of $716 in the quarter ended June30, 2005 was significantly higher than the $25 in the quarter endedJune 30, 2004. The expense relates to vesting of restricted stock thathad been awarded to certain of our officers and directors. Non-cashcompensation expense of $1,487 in the six months ended June 30, 2005was significantly higher than the $51 in the six months ended June 30,2004. The increase in 2005 is due to the issuance of an additional200,000 shares of restricted stock to our officers and the issuance of54,000 shares of restricted stock to our directors in the first quarterof 2005 and an additional 3,501 shares issued to a director in thesecond quarter of 2005.

Income from operations —Our operating income for the quarter ended June 30, 2005 was$34,932, compared to $20,191 for the quarter ended June 30, 2004,representing an improvement of $14,741. Our operating income for thesix months ended June 30, 2005 was $54,712, compared to $26,456 for thesix months ended June 30, 2004, representing an improvement of $28,256.The improvement in operating income is primarily attributable to theleverage we have achieved in spreading our fixed costs over a largerbase of subscribers.

Loss on debt extinguishment —The loss on debt extinguishment of $482 recorded in the threemonths and six months ended June 30, 2005 includes a premium paid onearly redemption of our 12 7/8% Senior Discount Notes in April2005 of $411 and $71 in unamortized loan costs written off upon theredemption of these notes. The loss on debt extinguishment of $13,101recorded in the six months ended June 30, 2004 relates to the repaymentand termination of our senior secured credit facility in January 2004.The loss is comprised of $12,565 in net deferred loan fees related tothe terminated credit facility plus the recognition of $536 in othercomprehensive loss related to derivative instruments used for hedginginterest rate risk on outstanding borrowings under the creditfacility.

Gain (loss) on derivative instruments —The Series B Mandatorily Redeemable Convertible Preferred Stockthat was issued in November 2003 contains an early call option whichallows us to repurchase the preferred stock at a premium beginning inthe fourth year after the shares were issued. Based on the provisionsof SFAS No. 149, "Amendment of Statement 133 on DerivativeInstruments and Hedging Activities," the derivativeinstrument related to this early call option has been separated fromthe value of the preferred stock and recorded separately in ourconsolidated balance sheet. Changes in the fair value of this optionare reflected in earnings each period. The loss on this derivative inthe quarter ended June 30, 2005 was $14,568 and represents the netdecrease in the fair value of this option after taking into account theconversion of 222,817 shares of preferred stock during the quarterended June 30, 2005. The loss on derivative instrument for the quarterended June 30, 2005 also includes $357 associated with the increase inthe fair value of warrants assumed in connection with the acquisitionof AirGate. These warrants are recorded as a liability in theconsolidated financial statements and changes in fair value arereflected in earnings during the period. The loss of $11,926 in thequarter ended June 30, 2004 represents the net decrease in the fairvalue of this option during the quarter ended June 30, 2004.Conversions in the second quarter of 2004 consisted of 195,000 sharesof preferred stock.

The loss on the early call option in the sixmonths ended June 30, 2005 was $13,936 and represents the net decreasein the fair value of this option after taking into account theconversion of 253,624 shares of preferred stock during the six monthsended June 30, 2005. The loss on derivative instruments for the sixmonths ended June 30, 2005 also includes $140 associated with theincrease in the fair value of warrants assumed in connection with theacquisition of AirGate from the date of acquisition through June 30,2005. The gain of $746 in the six months ended June 30, 2004 representsthe net increase in the fair value of the early call 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. Income of $1,573 in the quarter endedJune 30, 2005 was significantly higher than the $221 earned in thequarter ended June 30, 2004. Income of $2,673 in the six months endedJune 30, 2005 was significantly higher than the $389 earned in the sixmonths ended June 30, 2004. The increase in interest and other incomeearned in the three months and six months ended June 30, 2005 isprimarily due to the fact that during the quarter ended June 30, 2004,the Board of 

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Directors approved a change in theCompany's investment policy to extend the allowable weightedaverage maturity of investments from the 90 days allowed previously to270 days. As a result, excess cash has been invested in higher yieldinginstruments.

Interest expense — Interest expensefor the quarter ended June 30, 2005 and 2004 included non-cash interestof $5,825 and $6,278, respectively, related to the accretion of seniordiscount notes, the amortization of debt issuance costs and premium onthe debt assumed in connection with the acquisition of AirGate. Theincrease in total interest expense to $25,295 in the quarter ended June30, 2005 from $18,952 in the quarter ended June 30, 2004 is dueprimarily to the addition of debt assumed in connection with theacquisition of AirGate in the quarter ended March 31, 2005. Interestexpense for the six months ended June 30, 2005 and 2004 includednon-cash interest of $12,183 and $12,550, respectively. The increase intotal interest expense to $47,649 in the six months ended June 30, 2005from $37,187 in the six months ended June 30, 2004 is also due to theincreased debt assumed in connection with the acquisition ofAirGate.

Income Taxes

We account for income taxes inaccordance with SFAS No. 109 "Accounting for IncomeTaxes." As of December 31, 2000, the net deferred taxasset consisted primarily of temporary differences related to thetreatment of organizational costs, unearned compensation, interestexpense and net operating loss carry forwards. The net deferred taxasset was fully offset by a valuation allowance as of December 31, 2000because there was sufficient uncertainty as to whether we wouldrecognize the benefit of those deferred taxes in future periods. Inconnection with the acquisitions completed in the first quarter of 2001and first quarter of 2005, we recorded significant deferred taxliabilities due to differences in the book and tax basis of the netassets acquired, particularly intangible assets.

The reversal ofthe timing differences which gave rise to these deferred taxliabilities 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 quarter ended June 30, 2001. Prior to2001, all deferred tax benefit had been fully offset by an increase inthe valuation allowance such that there was no financial statementimpact with respect to income taxes. With the reduction of thevaluation allowance in 2001, we began to reflect a deferred tax benefitin our consolidated statement of operations. During 2003, we reinstateda valuation allowance to reflect the deferred tax assets at the amountsexpected to be realized. The valuation allowance was further increasedin 2004 to reflect the deferred tax assets at the amounts expected tobe realized. The 2005 forecasted annual effective tax rate reflects arelease of a portion of the valuation allowance based upon projected2005 taxable income. On a quarterly basis, we evaluate the need for andadequacy of the valuation allowance based on the expected realizabilityof our deferred tax assets and adjust the amount of such allowance, ifnecessary. The factors used to assess the likelihood of realization arethe latest forecast of future taxable income, available tax planningstrategies and the future reversal of existing taxable temporarydifferences.

Cash Flows

Operating activities— Operating cash flows increased $12,311 in the six monthsended June 30, 2005 compared to the six months ended June 30, 2004.This increase is primarily due to an improvement in net loss of$23,008.

Investing activities — Our investingcash flows were negative $131,270 in the six months ended June 30, 2005compared to negative $92,374 in the six months ended June 30, 2004. Theincrease in negative cash flows of $38,896 is primarily due to $69,831in net cash paid in connection with the acquisition of AirGate in thequarter ended March 31, 2005.

Financing activities —Our financing cash flows decreased in the six months ended June30, 2005 to negative $3,346 from positive $36,612 in the six monthsended June 30, 2004. In the six months ended June 30, 2004, we receivednet proceeds from an offering of senior notes of approximately $242million, which were used to permanently repay $200 million inborrowings outstanding under our senior secured credit facility.

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Liquidity and Capital Resources

Since inception, we have financed our operations through capitalcontributions from our owners, debt financing and proceeds generatedfrom public offerings of our common stock. The proceeds from thesetransactions have been used to fund the build-out of our portion of thePCS network of Sprint, subscriber acquisition costs and workingcapital.

While we have incurred net losses since inception andincurred negative cash flows from operating activities in the past, wegenerated approximately $130 million and $74 million of cash flows fromoperating activities for the year ended December 31, 2004 and the sixmonths ended June 30, 2005, respectively.

As of June 30, 2005,we had $69 million of cash on hand as well as $91 million in short-terminvestments, which we believe will be sufficient to fund expectedcapital expenditures and to cover our working capital and debt servicerequirements (including dividends on preferred stock) for at least thenext 12 months.

Our future liquidity will be dependent on anumber of factors influencing our projections of operating cash flows,including those related to subscriber growth, ARPU, average monthlychurn and cost per gross addition. Should actual results differsignificantly from these assumptions, our liquidity position could beadversely affected and we could be in a position that would require usto raise additional capital, which may or may not be available on termsacceptable to us, if at all, and could have a material adverse effecton our ability to achieve our intended business objectives.

Future Trends That May Affect Operating Results, Liquidity andCapital Resources

On December 15, 2004, Sprint Corporation("Sprint") and Nextel Communications, Inc.("Nextel") announced a proposed merger oftheir two companies. Nextel currently operates a wireless mobilitycommunications network in certain territories in which we also providedigital wireless mobility communications network services under theSprint or affiliated brands. Sprint and Nextel have announced that theyintend to close the merger on August 12, 2005.

Based upon theterms of the exclusivity covenants contained in the managementagreement between Sprint and AirGate PCS, Inc., our wholly-ownedsubsidiary, we believe that Nextel's operation of a wirelessmobility communications network in territories in which AirGateoperates from and after the closing of the Sprint-Nextel merger willconstitute a breach of the exclusivity covenants in the AirGatemanagement agreement with Sprint. Moreover, based upon publicstatements and disclosures made by Sprint and Nextel following theannouncement of their pending merger, we believe that actions thatSprint and Nextel intend to take in connection with the integration oftheir operations following completion of the merger may constitute abreach of the exclusivity and certain other provisions of themanagement agreements between Sprint and Alamosa's otheroperating subsidiaries.

As previously disclosed, we had beenengaged in discussions with Sprint in an attempt to reach a mutuallyacceptable resolution of the issues related to the Sprint-Nextel mergerand its effect on the existing management agreements between Sprint andAlamosa's subsidiaries, including AirGate. However, we concludedthat it was unlikely that we would be able to reach a mutuallyacceptable resolution with Sprint prior to the closing of theSprint-Nextel merger, and, on August 8, 2005, AirGate filed a lawsuitagainst Sprint, certain of its affiliates and Nextel in the DelawareCourt of Chancery alleging, among other things, that following thecompletion of the pending merger, Sprint will breach the exclusivitycovenants contained in its management agreement with AirGate and thatNextel unlawfully interfered with AirGate's exclusive rightsunder such agreement. The complaint seeks, among other things, an orderdirecting Sprint and its affiliates to specifically perform theircontractual obligations under their agreements with AirGate, aninjunction preventing Sprint and Nextel from taking any action orentering into any agreement that would violate the exclusivitycovenants contained in the agreements, a declaratory judgment declaringthe rights, remedies and obligations of the parties under theagreements, and damages. Our other operating subsidiaries also maydecide to pursue remedies against Sprint and Nextel, including bringinga lawsuit against Sprint and Nextel.

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Under our affiliation agreements withSprint, an event of termination can be declared by us after a materialbreach by Sprint is not cured within the applicable grace period,which, without extension by us, could be as much as 180 days. If wehave the right to terminate our management agreements because of anevent of termination caused by Sprint, generally we may (i) requireSprint to purchase all of our operating assets used in connection withour portion of the PCS network of Sprint, (ii) in all areas in ourterritory where Sprint is the licensee for 20 MHz or more of thespectrum on the date it terminates our management agreements, requireSprint to assign to us, subject to governmental approval, up to 10 MHzof licensed spectrum or (iii) choose not to terminate our managementagreements and sue Sprint for damages or other relief or submit thematter to arbitration.

Should the breach not be cured by Sprintor a modification, waiver or extension not be granted by us, theelection by us to terminate the affiliation agreements would constitutean event of default under each series of our outstanding senior notes.Upon an event of default, the holders of the senior notes would havethe right to demand payment and we may not have adequate liquidity tosatisfy this obligation. At this point in time, we do not anticipatethat an event of termination of the affiliation agreements willoccur.

During 2002 and 2003, we experienced overall declining netsubscriber growth compared to previous periods. This trend wasattributable to increased competition and slowing aggregate subscribergrowth in the wireless telecommunications industry. Although we haveexperienced improvement in subscriber growth in 2004 and through thefirst six months of 2005, we are continuing to incur net losses as wecontinue to add subscribers, which requires a significant up-frontinvestment to acquire those subscribers. If net subscriber growth doesnot continue to improve, it will lengthen the amount of time it willtake for us to reach a sufficient number of subscribers to achieveprofitability.

We may experience a higher average monthly churnrate than we are currently anticipating. Our average monthly churn forthe second quarter of 2005 was 2.1 percent compared to 2.3 percent forthe year ended December 31, 2004 and 2.7 percent for the year endedDecember 31, 2003. Although churn has declined over the past two years,we expect that in the near term churn could increase. If averagemonthly churn increases over the long-term, we would lose the cashflows attributable to those customers and have greater than projectedlosses.

We may incur significant handset subsidy costs forexisting customers who upgrade to a new handset. As our customer basematures and technological advances in our services take place, moreexisting customers will begin to upgrade to new handsets to takeadvantage of these services. We have limited historical experienceregarding the rate at which existing customers upgrade their handsetsand if more customers upgrade than we are currently anticipating, itcould have a material adverse impact on our earnings and cashflows.

We may not realize the anticipated benefits of ouracquisition of AirGate, which took place in February 2005. If we areunable to effectively operate the territories acquired in connectionwith the acquisition of AirGate, our expected synergies and results ofoperations of AirGate may not be realized, which could have a materialadverse impact on our earnings and cash flows.

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

Recently Issued Accounting Pronouncements

In December 2004,the Financial Accounting Standards Board("FASB") issued SFAS No. 123(R),"Share-Based Payment," which is a revision ofSFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R)requires all share-based payments to employees, including grants ofemployee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the applicable vesting period. Pro formadisclosures of the income statement effects of share-based

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payments is no longer an alternative. SFASNo. 123(R) is effective for all stock-based awards granted on or afterJuly 1, 2005. In addition, companies must also recognize compensationexpense related to any awards that are not fully vested as of July 1,2005. Compensation expense for the unvested awards will be measuredbased on the fair value of the awards previously calculated indeveloping the pro forma disclosures in accordance with the provisionsof SFAS No. 123. On April 14, 2005, the SEC announced the adoption of anew rule that amends the compliance dates for SFAS No. 123(R). The newrule allows registrants to implement SFAS No. 123(R) at the beginningof their next fiscal year that begins after June 15, 2005. As a result,the Company will be required to adopt the provisions of SFAS No. 123(R)on January 1, 2006. The Company is currently assessing the impact ofadopting SFAS No. 123(R) to its consolidated results of operations.

In June 2005, the FASB issued SFAS No. 154, "AccountingChanges and Error Corrections a replacement of APB Opinion No. 20 andFASB Statement No. 3." This Statement changes therequirements for the accounting for and reporting of a change inaccounting principle. This Statement applies to voluntary changes aswell as those changes required by an accounting pronouncement if thatpronouncement does not include specific transition provisions. ThisStatement requires retrospective application to prior periods'financial statements of changes in accounting principle as opposed tobeing shown as a cumulative adjustment in the period of change. TheStatement is effective for all changes and corrections of errors madein fiscal years beginning after December 15, 2005. The adoption of thisstandard is not expected to materially impact the Company.

OnMarch 31, 2005, the FASB issued Interpretation No.("FIN") 47, "Accounting forConditional Asset Retirement Obligations" which is aninterpretation of SFAS No. 143, "Accounting for AssetRetirement Obligations." FIN 47 clarifies that therecognition and measurement provisions of SFAS No. 143 apply to assetretirement obligations in which the timing and/or method of settlementmay be conditional on a future event, including obligations toremediate asbestos at the end of a building's useful life andobligations to dispose of chemically-treated telephone poles at the endof their useful lives. FIN 47 is effective for fiscal years endingafter December 15, 2005. The Company is currently assessing the impactof adopting FIN 47 to its consolidated results of operations.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK

We do not engage in commodity futures trading activitiesand do not enter into derivative financial instrument transactions fortrading or other speculative purposes. We also do not engage intransactions in foreign currencies that could expose us to marketrisk.

General hedging policies — We have enteredinto interest 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. As of June 30,2005, we had no hedging instruments outstanding.

Interestrate risk management — Our interest rate risk managementprogram focuses on minimizing exposure to interest rate movements bysetting an optimal mixture of floating and fixed-rate debt. We utilizeinterest rate swaps and collars to adjust our risk profile relative toany floating rate debt. We have $175,000 in floating rate debtoutstanding at June 30, 2005 as a result of our acquisition of AirGatein the first quarter of 2005.

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The following table presents theestimated future outstanding long-term debt at the end of each year andfuture 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:

|                                  |  |                         |         |         |  |        |         |         |  |        |         |            |  |        |          |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------|--|-------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|------------|--|--------|----------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                             |  | YearsEnding December31, |
|                             |  | 2005                    |         | 2006    |  | 2007   |         | 2008    |  | 2009   |         | Thereafter |
|                             |  | (Dollars InMillions)    |
| Fixed RateInstruments            |  |                    |    |    |  |   |    |    |  |   |    |       |  |   |     |    |  |   |    |    |  |   |    |    |
| 12 7/8%senior discount notes (1) |  | $                       | 6       |    |  | $      | — |    |  | $      | — |       |  | $      | —- |    |  | $      | — |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 12.875  | %  |  |   | N/A     |    |  |   | N/A     |       |  |   | N/A      |    |  |   | N/A     |    |  |   | N/A     |    |
| Principalpayments                |  | $                       | 6       |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | — |    |  | $      | — |    |
| 12% senior discount notes (2)    |  | $                       | 233     |    |  | $      | 233     |    |  | $      | 233     |       |  | $      | 233      |    |  | $      | — |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %     |  |   | 12.000   | %  |  |   | 12.000  | %  |  |   | N/A     |    |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | 233     |    |  | $      | — |    |
| 121⁄2% seniornotes          |  | $                       | 12      |    |  | $      | 12      |    |  | $      | 12      |       |  | $      | 12       |    |  | $      | 12      |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 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     |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000   | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | — |    |  | $      | 251     |    |
| 81⁄2%seniornotes            |  | $                       | 250     |    |  | $      | 250     |    |  | $      | 250     |       |  | $      | 250      |    |  | $      | 250     |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %     |  |   | 8.500    | %  |  |   | 8.500   | %  |  |   | 8.500   | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | — |    |  | $      | 250     |    |
| 9 3/8%senior notes(3)            |  | $                       | 159     |    |  | $      | 159     |    |  | $      | 159     |       |  | $      | 159      |    |  | $      | — |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 9.375   | %  |  |   | 9.375   | %  |  |   | 9.375   | %     |  |   | 9.375    | %  |  |   | 9.375   | %  |  |   | N/A     |    |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | 159     |    |  | $      | — |    |
| Variable RateInstruments         |  |                    |    |    |  |   |    |    |  |   |    |       |  |   |     |    |  |   |    |    |  |   |    |    |
| Floatingrate notes (3)           |  | $                       | 175     |    |  | $      | 175     |    |  | $      | 175     |       |  | $      | 175      |    |  | $      | 175     |    |  | $      | — |    |
| Average Interest Rate(4)         |  |                    | 6.410   | %  |  |   | 6.410   | %  |  |   | 6.410   | %     |  |   | 6.410    | %  |  |   | 6.410   | %  |  |   | 6.410   | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | — |    |  | $      | 175     |    |
| Capitalleases                    |  |                    |    |    |  |   |    |    |  |   |    |       |  |   |     |    |  |   |    |    |  |   |    |    |
| Totalminimum lease payments(5)   |  | $                       | 1.064   |    |  | $      | .888    |    |  | $      | 0.744   |       |  | $      | 0.600    |    |  | $      | 0.445   |    |  | $      | — |    |
| Average InterestRate             |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000   | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Annualleasepayments              |  | $                       | 0.196   |    |  | $      | 0.176   |    |  | $      | 0.144   |       |  | $      | 0.145    |    |  | $      | 0.154   |    |  | $      | 0.445   |    |
|                                  |

|  |
|--|
|  |  |
|  |

|     |                                                            |
|-----|------------------------------------------------------------|
| (1) | The12 7/8% senior discount notes were called inApril 2005. |

|     |                                                                                                                                                     |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Interest willaccrete on the 12% senior discount notes through July 31, 2005,at which time the notes will begin to require cash payments ofinterest. |

|     |                                                                                                                                           |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | The 9 3/8%senior notes and the floating rate notes were assumed in connectionwith the acquisition of AirGate in the first quarter of2005. |

|     |                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------|
| (4) | The Floating rate notesbear interest at LIBOR plus 3.75%. The rate reflected in thetable is the effective rate as of December 31,2004. |

|     |                                                                                                                                          |
|-----|------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | These amounts representthe estimated minimum annual payments due under our estimated capitallease obligations for the periods presented. |

Ourprimary market risk exposure relates to:

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

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

37

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ITEM 4.    CONTROLS ANDPROCEDURES

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Evaluation of DisclosureControls and Procedures. The Company's management with theparticipation of the Company's Chief Executive Officer and ChiefFinancial Officer has evaluated the effectiveness of our disclosurecontrols and procedures (as such term is defined in Rules 13a-15(e) or15d-15(e) under the Exchange Act of 1934, as amended (the"Exchange Act")), as of the end of the periodcovered by this quarterly report. Based on such evaluation, suchofficers have concluded that, as of the end of the period covered bythis quarterly report, the Company's disclosure controls andprocedures are effective. |

|           |                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Changes inInternal Control Over Financial Reporting. There have not been anychanges in our internal controls over financial reporting (as such termis defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)during the fiscal quarter to which this report relates that havematerially affected, or are reasonably likely to materially affect, ourinternal controls 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 to us semi-annually.

PART II — OTHERINFORMATION

ITEM 1.    LEGAL PROCEEDINGS.

|        |                                                                                                                                        |
|--------|----------------------------------------------------------------------------------------------------------------------------------------|
|   | See Part I, Item 1, Note 15 under the caption"Commitments and Contingencies –Litigation" for a description of legal proceedings. |

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OFPROCEEDS.

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | On April 7, 2005, we completed a privateexchange transaction pursuant to which a holder of Series B PreferredStock delivered to us 26,666 shares of Series B Preferred Stock inexchange for 2,011,401 newly issued shares of Alamosa Holdings commonstock. On April 15, 2005, we completed a private exchange transactionpursuant to which a holder of Series B Preferred Stock delivered to us91,332 shares of Series B Preferred Stock in exchange for 6,889,117newly issued shares of Alamosa Holdings common stock. On April 22,2005, we completed a private exchange transaction pursuant to which aholder of Series B Preferred Stock delivered to us 37,661 shares ofSeries B Preferred Stock in exchange for 2,825,682 newly issued sharesof Alamosa Holdings common stock. On May 3, 2005, we completed aprivate exchange transaction pursuant to which a holder of Series BPreferred Stock delivered to us 29,017 shares of Series B PreferredStock in exchange for 2,177,128 newly issued shares of Alamosa Holdingscommon stock. On May 13, 2005, we completed a private exchangetransaction pursuant to which a holder of Series B Preferred Stockdelivered to us 10,352 shares of Series B Preferred Stock in exchangefor 776,704 newly issued shares of Alamosa Holdings common stock. OnJune 8, 2005, we completed a private exchange transaction pursuant towhich a holder of Series B Preferred Stock delivered to us 20,272shares of Series B Preferred Stock in exchange for 1,520,996 newlyissued shares of Alamosa Holdings common stock. On June 29, 2005, wecompleted a private exchange transaction pursuant to which a holder ofSeries B Preferred Stock delivered to us 7,333 shares of Series BPreferred Stock in exchange for 550,191 newly issued shares of AlamosaHoldings common stock. The common stock issued in each of thesetransactions was issued in reliance on Section 3(a)(9) of theSecurities Act. |

ITEM 3.    DEFAULTS UPON SENIORSECURITIES.

None.

38

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ITEM 4.    SUBMISSION OF MATTERS TO AVOTE OF SECURITY HOLDERS.

At the Annual Meeting of Stockholdersheld on June 2, 2005 the stockholders voted on:

|          |                                                                                                                                   |
|----------|-----------------------------------------------------------------------------------------------------------------------------------|
| 1)  | the election of four directors for a term ofthree years expiring in 2008 and until their successors are dulyelected andqualified: |

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|               |  | Commonstock shareholders |  | Preferred stockshareholders |
|               |  | For |  | Withheld |  | For |  | Withheld |
| KendallW.Cowan     |  |   | 124,949,790 |   |  |   | 3,462,011 |   |  |   | 394,986 |   |  |   | 4,492 |   |
| SchuylerB.Marshall |  |   | 128,089,861 |   |  |   | 321,940 |   |  |   | 395,315 |   |  |   | 4,163 |   |
| ThomasF.Riley      |  |   | 105,132,791 |   |  |   | 23,279,010 |   |  |   | 381,048 |   |  |   | 18,430 |   |
| JaneE.Shivers      |  |   | 128,234,714 |   |  |   | 177,087 |   |  |   | 399,478 |   |  |   | -0- |   |
|                    |

|          |                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2)  | aproposal to approve an amendment to the Company's Third Amendedand Restated Employee Stock Purchase Plan("ESPP") to (a) increase the number of sharesof Company common stock authorized for issuance under the ESPP by400,000 shares, from 3,900,000 shares to 4,300,000 shares, and (b)increase the number of shares of Company common stock added to the ESPPeach fiscal year from 200,000 shares to 400,000shares: |

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Commonstockshareholders |
| For                     |  | Against |  | Abstain |  | BrokerNon-Votes |
| 83,966,201              |  |   | 1,436,724 |   |  |   | 40,552 |   |  |   | 42,968,324 |   |
|                         |

|                            |
|----------------------------|
|                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Preferredstockshareholders |
| For                        |  | Against |  | Abstain |  | BrokerNon-Votes |
| 85,598                     |  |   | 3,355 |   |  |   | -0- |   |  |   | 310,525 |   |
|                            |

|          |                                                                                                                                                                                                                                                 |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3)  | aproposal to approve an amendment to the Company's Amended andRestated 1999 Long-Term Incentive Plan to include specified performancegoals upon which the vesting and payment of awards, such as restrictedstock awards, may be madecontingent: |

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Commonstockshareholders |
| For                     |  | Against |  | Abstain |  | BrokerNon-Votes |
| 83,506,751              |  |   | 1,893,037 |   |  |   | 43,689 |   |  |   | 42,968,324 |   |
|                         |

|                            |
|----------------------------|
|                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Preferredstockshareholders |
| For                        |  | Against |  | Abstain |  | BrokerNon-Votes |
| 88,806                     |  |   | 507 |   |  |   | -0- |   |  |   | 310,165 |   |
|                            |

|          |                                                                                                                                                |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------|
| 4)  | aproposal to ratify the appointment of PricewaterhouseCoopers LLP as ourindependent registered public accounting firm for the 2005 fiscalyear: |

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Commonstockshareholders |
| For                     |  | Against |  | Abstain |  | BrokerNon-Votes |
| 127,514,237             |  |   | 887,765 |   |  |   | 9,800 |   |  |   | -0- |   |
|                         |

|                            |
|----------------------------|
|                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Preferredstockshareholders |
| For                        |  | Against |  | Abstain |  | BrokerNon-Votes |
| 398,418                    |  |   | 1,060 |   |  |   | -0- |   |  |   | -0- |   |
|                            |

ITEM5.    OTHER INFORMATION.

None.

ITEM6.    EXHIBITS.

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

39

----

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                                   DavidE. Sharbutt Chairman of the Board of Directors and ChiefExecutive Officer (Principal Executive Officer) |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | /s/ Kendall W.Cowan                                           KendallW. Cowan Chief Financial Officer (Principal Financial andAccounting Officer) |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

40

----

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 of Alamosa Holdings, Inc. (SEC File No. 000-32357),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 of Alamosa Holdings,Inc. (SEC File No. 000-32357), 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. (SEC File No. 001-16793) for the quarterly period ended September30, 2003, which exhibit is 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. (SEC File No. 001-16793) for the quarterly period ended September30, 2003, which exhibit is incorporated herein byreference. |
| 10.1+         |  | The ThirdAmended and Restated Employee Stock Purchase Plan, filed as Exhibit10.1 to the current report on Form 8-K of Alamosa Holdings, Inc. (SECFile No. 001-16793), dated June 8, 2005, which exhibit is incorporatedherein by reference.                                                    |
| 10.2+         |  | TheAmended and Restated 1999 Long-Term Incentive Plan, filed as Exhibit10.2 to the current report on Form 8-K of Alamosa Holdings, Inc. (SECFile No. 001-16793), dated June 8, 2005, which exhibit is incorporatedherein by reference.                                                         |
| 31.1 *        |  | Certification ofCEO Pursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                                                  |
| 31.2 *        |  | Certification of CFO Pursuantto Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                                                  |
| 32.1 *        |  | Certification of CEO Pursuantto 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, asadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                   |
|               |

|  |
|--|
|  |  |
|  |

|   |                                                       |
|---|-------------------------------------------------------|
| + | Exhibit isa management contract or compensatory plan. |

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

41

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