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

FORM 10-Q

(Mark One)

|        |                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period endedMarch 31, 2004 |

OR

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

COMMISSION FILE NUMBER: 0-32357

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

|                                                              |  |                                     |  |  |  |  |
|--------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| DELAWARE                                                     |  | 75-2890997                          |
| (State or other jurisdiction ofincorporation or organization |  | (I.R.S. Employer IdentificationNo.) |
|                                                              |

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

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

Indicateby check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

YES      NO 

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Exchange Act).

YES      NO

As of May 4, 2004, 97,088,692 shares of commonstock, $0.01 par value per share, were issued andoutstanding.

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ALAMOSAHOLDINGS, INC.

TABLE OFCONTENTS

|                                                       |  |                                                                                                    |    |        |    |        |  |  |  |  |
|-------------------------------------------------------|--|----------------------------------------------------------------------------------------------------|----|--------|----|--------|--|--|--|--|
|                                                  |  |                                                                                               |    | PAGE   |
| **PARTI    FINANCIALINFORMATION** |  |
| Item1.                                                |  | FinancialStatements                                                                                |    |
|                                                  |  | Consolidated Balance Sheets atMarch 31, 2004 and December 31, 2003(unaudited)                      |    |   | 3  |   |
|                                                  |  | ConsolidatedStatements of Operations for the three months ended March 31, 2004 and2003(unaudited)  |    |   | 4  |   |
|                                                  |  | ConsolidatedStatements of Cash Flows for the three months ended March 31, 2004 and2003 (unaudited) |    |   | 5  |   |
|                                                  |  | Notes to theConsolidated Financial Statements                                                      |    |   | 6  |   |
| Item2.                                                |  | Management's Discussionand Analysis of Financial Condition and Results ofOperations                |    |   | 18 |   |
| Item 3.                                               |  | Quantitativeand Qualitative Disclosures About MarketRisk                                           |    |   | 27 |   |
| Item 4.                                               |  | Controls andProcedures                                                                             |    |   | 28 |   |
| **PARTII    OTHER INFORMATION**   |  |
| Item 1.                                               |  | LegalProceedings                                                                                   |    |   | 30 |   |
| Item 2.                                               |  | Changes inSecurities and Use of Proceeds                                                           |    |   | 30 |   |
| Item3.                                                |  | Defaults Upon SeniorSecurities                                                                     |    |   | 30 |   |
| Item 4.                                               |  | Submission ofMatters to a Vote of SecurityHolders                                                  |    |   | 30 |   |
| Item 5.                                               |  | OtherInformation                                                                                   |    |   | 31 |   |
| Item 6.                                               |  | Exhibits andReports on Form8-K                                                                     |    |   | 31 |   |
| **SIGNATURES**                                        |  |                                                                                               | 32 |   |
|                                                       |

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PART I — FINANCIALINFORMATION ITEM 1. FINANCIAL STATEMENTS

ALAMOSAHOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED)(dollars in thousands, except shareinformation)

|                                                                                                                                   |  |               |           |                  |  |        |           |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------|--|---------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                                              |  | March31, 2004 |           | December 31,2003 |
| ASSETS                                                                                                                            |  |
| Currentassets:                                                                                                                    |  |
| Cash and cashequivalents                                                                                                          |  | $             | 135,630   |             |  | $      | 99,644    |    |
| Restrictedcash                                                                                                                    |  |          | —   |             |  |   | 1         |    |
| Customer accountsreceivable,net                                                                                                   |  |          | 40,136    |             |  |   | 28,034    |    |
| Receivable fromSprint                                                                                                             |  |          | 15,290    |             |  |   | 22,947    |    |
| Inventory                                                                                                                         |  |          | 5,373     |             |  |   | 7,309     |    |
| Prepaidexpenses and otherassets                                                                                                   |  |          | 11,499    |             |  |   | 9,763     |    |
| Deferredcustomer acquisitioncosts                                                                                                 |  |          | 7,712     |             |  |   | 8,060     |    |
| Deferred taxasset                                                                                                                 |  |          | 4,572     |             |  |   | 4,572     |    |
| Totalcurrentassets                                                                                                                |  |          | 220,212   |             |  |   | 180,330   |    |
| Property andequipment, net                                                                                                        |  |          | 428,348   |             |  |   | 434,840   |    |
| Debtissuance costs,net                                                                                                            |  |          | 9,595     |             |  |   | 14,366    |    |
| Early redemptionoption on preferredstock                                                                                          |  |          | 34,359    |             |  |   | 21,687    |    |
| Intangibleassets, net                                                                                                             |  |          | 438,950   |             |  |   | 448,354   |    |
| Othernoncurrentassets                                                                                                             |  |          | 5,636     |             |  |   | 6,393     |    |
| Totalassets                                                                                                                       |  | $             | 1,137,100 |             |  | $      | 1,105,970 |    |
| LIABILITIES,REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS'EQUITY                                                        |  |
| Currentliabilities:                                                                                                               |  |
| Accountspayable                                                                                                                   |  | $             | 22,794    |             |  | $      | 33,247    |    |
| Accruedexpenses                                                                                                                   |  |          | 37,931    |             |  |   | 37,325    |    |
| Payable toSprint                                                                                                                  |  |          | 25,477    |             |  |   | 26,616    |    |
| Interestpayable                                                                                                                   |  |          | 9,073     |             |  |   | 5,353     |    |
| Deferredrevenue                                                                                                                   |  |          | 23,274    |             |  |   | 22,742    |    |
| Currentinstallments of capitalleases                                                                                              |  |          | 326       |             |  |   | 481       |    |
| Totalcurrentliabilities                                                                                                           |  |          | 118,875   |             |  |   | 125,764   |    |
| Longterm liabilities:                                                                                                             |  |
| Capital leaseobligations                                                                                                          |  |          | 828       |             |  |   | 812       |    |
| Other noncurrentliabilities                                                                                                       |  |          | 6,954     |             |  |   | 8,693     |    |
| Deferred taxliability                                                                                                             |  |          | 15,962    |             |  |   | 15,966    |    |
| Seniorsecured debt                                                                                                                |  |          | —   |             |  |   | 200,000   |    |
| Seniornotes                                                                                                                       |  |          | 720,425   |             |  |   | 464,424   |    |
| Totallong termliabilities                                                                                                         |  |          | 744,169   |             |  |   | 689,895   |    |
| Totalliabilities                                                                                                                  |  |          | 863,044   |             |  |   | 815,659   |    |
| Commitmentsand contingencies (see Note14)                                                                                         |  |          | —   |             |  |   | —   |    |
| Redeemableconvertible preferred stock:                                                                                            |  |
| Series B preferredstock, $.01 par value, 750,000 shares authorized; 679,435 and 679,495shares issued and outstanding,respectively |  |          | 228,587   |             |  |   | 228,606   |    |
| SeriesC preferred stock, $.01 par value; 500,000 shares authorized; no sharesissued                                               |  |          | —   |             |  |   | —   |    |
| Totalredeemable convertible preferredstock                                                                                        |  |          | 228,587   |             |  |   | 228,606   |    |
| Stockholders'equity:                                                                                                              |  |
| Preferred stock, $.01par value; 8,750,000 shares authorized; no sharesissued                                                      |  |          | —   |             |  |   | —   |    |
| Common stock,$.01 par value; 290,000,000 shares authorized, 96,790,822 and95,401,557 shares issued and outstanding,respectively   |  |          | 968       |             |  |   | 954       |    |
| Additionalpaid-incapital                                                                                                          |  |          | 796,793   |             |  |   | 800,992   |    |
| Accumulateddeficit                                                                                                                |  |          | (752,114  | )           |  |   | (739,566  | )  |
| Unearnedcompensation                                                                                                              |  |          | (178      | )           |  |   | (145      | )  |
| Accumulatedother comprehensive loss, net oftax                                                                                    |  |          | —   |             |  |   | (530      | )  |
| Totalstockholders'equity                                                                                                          |  |          | 45,469    |             |  |   | 61,705    |    |
| Totalliabilities and stockholders'equity                                                                                          |  | $             | 1,137,100 |             |  | $      | 1,105,970 |    |
|                                                                                                                                   |

Theaccompanying notes are an integral part of the consolidated financialstatements.

3

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

|                                                                                                                   |  |                                   |            |         |  |        |            |         |  |  |  |  |  |  |
|-------------------------------------------------------------------------------------------------------------------|--|-----------------------------------|------------|---------|--|--------|------------|---------|--|--|--|--|--|--|
|                                                                                                              |  | Forthe three months endedMarch31, |            |
|                                                                                                              |  | 2004                              |            | 2003    |  |
| Revenues:                                                                                                         |  |
| Subscriberrevenues                                                                                                |  | $                                 | 124,746    |    |  | $      | 104,024    |    |  |
| Roamingrevenues                                                                                                   |  |                              | 43,153     |    |  |   | 31,790     |    |  |
| Servicerevenues                                                                                                   |  |                              | 167,899    |    |  |   | 135,814    |    |  |
| Productsales                                                                                                      |  |                              | 8,791      |    |  |   | 5,294      |    |  |
| Totalrevenues                                                                                                     |  |                              | 176,690    |    |  |   | 141,108    |    |  |
| Costsand expenses:                                                                                                |  |
| Cost of service and operations(excluding non-cash compensation of $2 and $4 for 2004 and 2003,respectively)       |  |                              | 86,216     |    |  |   | 79,317     |    |  |
| Cost ofproducts sold                                                                                              |  |                              | 19,783     |    |  |   | 12,844     |    |  |
| Sellingand marketing expenses (excluding non-cash compensation of $2 and$4 for 2004 and 2003,respectively)        |  |                              | 30,993     |    |  |   | 28,146     |    |  |
| Generaland administrative expenses (excluding non-cash compensation of $22 and$33 for 2004 and 2003,respectively) |  |                              | 5,717      |    |  |   | 3,665      |    |  |
| Depreciationandamortization                                                                                       |  |                              | 27,384     |    |  |   | 26,882     |    |  |
| Impairmentof property andequipment                                                                                |  |                              | 306        |    |  |   | 360        |    |  |
| Non-cashcompensation                                                                                              |  |                              | 26         |    |  |   | 41         |    |  |
| Totalcosts andexpenses                                                                                            |  |                              | 170,425    |    |  |   | 151,255    |    |  |
| Income(loss) fromoperations                                                                                       |  |                              | 6,265      |    |  |   | (10,147    | )  |  |
| Losson debtextinguishment                                                                                         |  |                              | (13,101    | )  |  |   | —    |    |  |
| Gainon derivativeinstrument                                                                                       |  |                              | 12,672     |    |  |   | —    |    |  |
| Interestand otherincome                                                                                           |  |                              | 168        |    |  |   | 385        |    |  |
| Interestexpense                                                                                                   |  |                              | (18,235    | )  |  |   | (26,537    | )  |  |
| Lossbefore incometaxes                                                                                            |  |                              | (12,231    | )  |  |   | (36,299    | )  |  |
| Incometax (expense)benefit                                                                                        |  |                              | (317       | )  |  |   | 5,768      |    |  |
| Netloss                                                                                                           |  |                              | (12,548    | )  |  |   | (30,531    | )  |  |
| Preferredstockdividend                                                                                            |  |                              | (3,220     | )  |  |   | —    |    |  |
| Netloss attributable to commonstockholders                                                                        |  | $                                 | (15,768    | )  |  | $      | (30,531    | )  |  |
| Netloss per common share, basic anddiluted                                                                        |  | $                                 | (0.17      | )  |  | $      | (0.33      | )  |  |
| Weightedaverage common shares outstanding, basic anddiluted                                                       |  |                              | 95,490,768 |    |  |   | 93,504,925 |    |  |
|                                                                                                                   |

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 three months ended March31, |          |
|                                                                          |  | 2004                               |          | 2003    |  |
| Cashflows from operating activities:                                          |  |
| Netloss                                                                       |  | $                                  | (12,548  | )  |  | $      | (30,531 | )  |  |
| Adjustmentsto reconcile net loss to net cash provided by operatingactivities: |  |
| Non-cashcompensation                                                          |  |                               | 26       |    |  |   | 41      |    |  |
| Non-cash interestexpense (benefit) on derivativeinstruments                   |  |                               | 6        |    |  |   | (114    | )  |  |
| Non-cashaccretion of asset retirementobligations                              |  |                               | 45       |    |  |   | — |    |  |
| Non-cash gainon derivativeinstruments                                         |  |                               | (12,672  | )  |  |   | — |    |  |
| Provisionfor baddebts                                                         |  |                               | 1,935    |    |  |   | 6,500   |    |  |
| Depreciation andamortization of property andequipment                         |  |                               | 17,980   |    |  |   | 16,865  |    |  |
| Amortizationof intangibleassets                                               |  |                               | 9,404    |    |  |   | 10,017  |    |  |
| Amortization offinancing costs included in interestexpense                    |  |                               | 265      |    |  |   | 1,116   |    |  |
| Amortization ofdiscounted interest                                            |  |                               | —  |    |  |   | 99      |    |  |
| Losson debtextinguishment                                                     |  |                               | 13,101   |    |  |   | — |    |  |
| Deferredtax benefit                                                           |  |                               | —  |    |  |   | (5,768  | )  |  |
| Interestaccreted on discountnotes                                             |  |                               | 6,001    |    |  |   | 8,552   |    |  |
| Impairment ofproperty andequipment                                            |  |                               | 306      |    |  |   | 360     |    |  |
| (Increase)decreasein:                                                         |  |
| Receivables                                                                   |  |                               | (6,380   | )  |  |   | 9,651   |    |  |
| Inventory                                                                     |  |                               | 1,936    |    |  |   | 2,275   |    |  |
| Prepaidexpenses and otherassets                                               |  |                               | (631     | )  |  |   | (1,930  | )  |  |
| Increase(decrease) in:                                                        |  |
| Accounts payable and accruedexpenses                                          |  |                               | 1,423    |    |  |   | (13,011 | )  |  |
| Netcash provided by operatingactivities                                       |  |                               | 20,197   |    |  |   | 4,122   |    |  |
| Cashflows from investing activities:                                          |  |
| Proceeds from saleof assets                                                   |  |                               | 343      |    |  |   | 19      |    |  |
| Purchases ofproperty andequipment                                             |  |                               | (24,218  | )  |  |   | (10,377 | )  |  |
| Changein restrictedcash                                                       |  |                               | 1        |    |  |   | 24,804  |    |  |
| Netcash provided by (used in) investingactivities                             |  |                               | (23,874  | )  |  |   | 14,446  |    |  |
| Cashflows from financing activities:                                          |  |
| Proceeds fromissuance of seniornotes                                          |  |                               | 250,000  |    |  |   | — |    |  |
| Repayments ofborrowings under senior secureddebt                              |  |                               | (200,000 | )  |  |   | — |    |  |
| Debt issuancecosts                                                            |  |                               | (8,059   | )  |  |   | — |    |  |
| Preferredstockdividends                                                       |  |                               | (2,866   | )  |  |   | — |    |  |
| Stockoptions exercised                                                        |  |                               | 235      |    |  |   | — |    |  |
| Sharesissued to employee stock purchaseplan                                   |  |                               | 492      |    |  |   | 126     |    |  |
| Payments on capitalleases                                                     |  |                               | (139     | )  |  |   | (210    | )  |  |
| Netcash provided by (used in) financingactivities                             |  |                               | 39,663   |    |  |   | (84     | )  |  |
| Netincrease in cash and cashequivalents                                       |  |                               | 35,986   |    |  |   | 18,484  |    |  |
| Cashand cash equivalents at beginning ofperiod                                |  |                               | 99,644   |    |  |   | 61,737  |    |  |
| Cashand cash equivalents at end ofperiod                                      |  | $                                  | 135,630  |    |  | $      | 80,221  |    |  |
| Supplementaldisclosure of non-cash financing and investingactivities:         |  |
| Conversion of preferredstock                                                  |  | $                                  | 19       |    |  | $      | — |    |  |
| Asset retirementobligationscapitalized                                        |  |                               | 29       |    |  |   | — |    |  |
| Change inaccounts payable for purchases of property andequipment              |  |                               | (12,110  | )  |  |   | (1,240  | )  |  |
|                                                                               |

Theaccompanying notes are an integral part of the consolidated financialstatements.

5

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

1.    BASIS OFPRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

The unaudited consolidated balance sheet at March 31, 2004,the unaudited consolidated statements of operations for the threemonths ended March 31, 2004 and 2003, the unaudited consolidatedstatements of cash flows for the three months ended March 31, 2004 and2003 and related footnotes have been prepared in accordance withaccounting 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 by accounting principles generally accepted in theUnited States of America. The financial information presented should beread in conjunction with the audited consolidated financial statementsas of and for the year ended December 31, 2003. In the opinion ofmanagement, the interim data includes all adjustments (consisting ofonly normally recurring adjustments) necessary for a fair statement ofthe results for the interim periods. Operating results for the threemonths ended March 31, 2004 are not necessarily indicative of resultsthat may be expected for the year ending December 31, 2004.

Basic and diluted net loss per share of common stock iscomputed by dividing net loss attributable to common stockholders foreach period by the weighted-average outstanding number of commonshares. No conversion of common stock equivalents has been assumed inthe calculations since the effect would be antidilutive. As a result,the number of weighted-average outstanding common shares as well as theamount of net loss per share are the same for basic and diluted netloss per share calculations for all periods presented. Common stockequivalents excluded from diluted net loss per share calculationsconsisted of options to purchase 9,870,735 and 7,998,184 shares ofcommon stock at March 31, 2004 and 2003, respectively. Also excludedfrom diluted net loss per share calculations for all periods presentedis the impact of the Series B redeemable convertible preferred stockthat was issued in November 2003 as the inclusion of the impact of theconversion of this preferred stock would be antidilutive.

In addition, 800,000 shares of restricted stock that werecollectively awarded in October and December of 2002 have been excludedfrom the weighted-average outstanding number of common shares for thethree months ended March 31, 2003 and 400,000 shares of this restrictedstock have been excluded from the weighted-average outstanding numberof common shares for the three months ended March 31, 2004. Theseshares are included in the weighted-average outstanding number ofcommon shares as the restrictions lapse.

Certainreclassifications have been made to prior period balances to conform tocurrent period presentation. Changes in restricted cash have beenreclassified from cash flows from financing activities to cash flowsfrom investing activities for all periods presented.

2.    ORGANIZATION AND BUSINESS OPERATIONS

Alamosa Holdings, Inc. ("AlamosaHoldings") is a PCS Affiliate of Sprint with the exclusiveright to provide wireless personal communications service under theSprint brand name in a territory encompassing approximately 15.8million 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, Northwestern and Midwestern United States. Alamosa(Delaware), Inc. ("Alamosa (Delaware)"), asubsidiary of Alamosa Holdings, was formed in October 1999 under thename "Alamosa PCS Holdings, Inc." to operateas a holding company in anticipation of its initial public offering. OnFebruary 3, 2000, Alamosa (Delaware) completed its initial publicoffering. Immediately prior to the initial public offering, shares ofAlamosa (Delaware) were exchanged for Alamosa PCS LLC's("Alamosa LLC") membership interests, andAlamosa LLC became wholly owned by Alamosa (Delaware). 

6

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

Alamosa Holdings and its subsidiaries arecollectively referred to in these financial statements as the"Company," "we,""us" or "our."

On December 14, 2000, Alamosa (Delaware) formed a newholding 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, AlamosaHoldings became the new public holding company of Alamosa PCS Holdings,Inc. ("Alamosa PCS Holdings") and itssubsidiaries pursuant to a reorganization transaction in which a whollyowned subsidiary of Alamosa Holdings was merged with and into AlamosaPCS Holdings. 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. Alamosa Holdings' common stock isquoted on Nasdaq under the symbol "APCS."

3.    LIQUIDITY AND CAPITAL RESOURCES

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

While the Companyhas incurred substantial net losses since inception and negative cashflows from operating activities through 2002, the Company generatedapproximately $55 million and $20 million of cash flows from operatingactivities for the year ended December 31, 2003 and the three monthsended March 31, 2004, respectively. In November 2003, the Companycompleted a debt exchange that provided for approximately $238 millionof principal debt reduction.

As of March 31, 2004, theCompany had $136 million in cash and cash equivalents and believes thatthis cash on hand plus the additional liquidity that it expects togenerate from operations will be sufficient to fund expected capitalexpenditures and to cover its working capital and debt servicerequirements (including dividends on preferred stock) for at least thenext 12 months.

The Company's future liquiditywill be dependent on a number of factors influencing its projections ofoperating cash flows, including those related to subscriber growth,average revenue per user, average monthly churn and cost per grossaddition. Should actual results differ significantly from theseassumptions, the Company's liquidity position could be adverselyaffected and it could be in a position that would require it to raiseadditional capital which may or may not be available on termsacceptable to the Company, if at all, and could have a material adverseeffect on the Company's ability to achieve its intended businessobjectives.

4.    STOCK-BASED COMPENSATION

The Company has elected to follow Accounting PrinciplesBoard ("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 ended March 31, 2004 or 2003, as all options grantedby the Company had an exercise price equal to or greater than themarket value of the underlying common stock on the date of grant.Non-cash compensation expense reflected in the consolidated statementsof operations for the three month periods ended March 31, 2004 and 2003relate to the vesting of shares of restricted stock awarded to officersand 

7

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

shares of stock awarded to directors and arenot related to the granting of stock options. The following tableillustrates the effect on net loss and net loss per share if theCompany had applied the fair value recognition provisions of Statementof Financial Accounting Standards ("SFAS")No. 123, "Accounting for Stock-BasedCompensation," to stock-based employeecompensation.

|                                                                                                       |  |                                   |         |             |  |        |         |         |  |        |        |        |  |  |
|-------------------------------------------------------------------------------------------------------|--|-----------------------------------|---------|-------------|--|--------|---------|---------|--|--------|--------|--------|--|--|
|                                                                                                  |  | Forthe three months endedMarch31, |         |
|                                                                                                  |  | 2004                              |         | 2003        |  |
|                                                                                                  |  | (unaudited)                       |         | (unaudited) |  |
|                                                                                                  |  |                              |    |        |  |   |    |    |  |   |   |   |
| Netloss – asreported                                                                            |  | $                                 | (12,548 | )      |  | $      | (30,531 | )  |  |
| Add:stock-based employee compensation included in reported net loss, net ofrelated tax                |  |                              | 26      |        |  |   | 41      |    |  |
| Deduct:stock-based employee compensation expense determined under fair valuemethod, net of relatedtax |  |                              | (1,184  | )      |  |   | (1,472  | )  |  |
| Netloss – proforma                                                                              |  |                              | (13,706 | )      |  |   | (31,962 | )  |  |
| Preferredstockdividend                                                                                |  |                              | (3,220  | )      |  |   | — |    |  |
| Netloss attributable to common stockholders – proforma                                          |  | $                                 | (16,926 | )      |  | $      | (31,962 | )  |  |
| Netloss per share – as reportedBasic anddiluted                                                 |  | $                                 | (0.17   | )      |  | $      | (0.33   | )  |  |
| Netloss per share – pro formaBasic anddiluted                                                   |  | $                                 | (0.18   | )      |  | $      | (0.34   | )  |  |
|                                                                                                       |

5.    ACCOUNTSRECEIVABLE

Customer accounts receivable —Customer accounts receivable represents amounts owed to theCompany by subscribers for PCS service. The amounts presented in theconsolidated balance sheets are net of an allowance for uncollectibleaccounts of $5.3 million and $6.0 million at March 31, 2004 andDecember 31, 2003, respectively.

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

|                                                    |  |               |         |                  |  |        |        |         |  |  |
|----------------------------------------------------|--|---------------|---------|------------------|--|--------|--------|---------|--|--|
|                                               |  | March31, 2004 |         | December 31,2003 |
|                                               |  | (unaudited)   |         |             |
|                                               |  |          |    |             |  |   |   |    |
| Netroamingreceivable                               |  | $             | 12,101  |             |  | $      | 13,071 |    |
| Accessand interconnect revenue receivable(payable) |  |          | 89      |             |  |   | (15    | )  |
| Accrued servicerevenue                             |  |          | 2,920   |             |  |   | 2,584  |    |
| Service feerefund                                  |  |          | — |             |  |   | 6,418  |    |
| Other amountsdue fromSprint                        |  |          | 180     |             |  |   | 889    |    |
|                                               |  | $             | 15,290  |             |  | $      | 22,947 |    |
|                                                    |

Netroaming receivable includes net travel revenue due from Sprint relativeto PCS subscribers based outside of the Company's licensedterritory who utilize the Company's portion of the PCS network ofSprint. The net roaming revenue receivable is net of amounts owed toSprint relative to the Company's subscribers who utilize the PCSnetwork of Sprint outside of the Company's licensed territory. Inaddition, net roaming receivable also includes amounts due from Sprint,

8

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

which have been collected from other PCSproviders for their customers' usage of the Company'sportion of the PCS network of Sprint.

Access andinterconnect revenue receivable represents net amounts due from Sprintfor calls originated by a local exchange carrier("LEC") or an interexchange carrier("IXC") that terminate on the Company'snetwork. Under the Company's affiliation agreements with Sprint,Sprint collects this revenue from other carriers and remits 92%of those collections to the Company. The $15 amount owed to Sprint atDecember 31, 2003 is the result of rate adjustments on previouslycollected amounts.

Accrued service revenue representsthe Company's estimate of airtime usage and other charges thathave been earned but not billed at the end of the period.

Service fee refund due from Sprint at December 31, 2003related to a refund of fees paid to Sprint for services such as billingand customer care. Under the previous agreements with Sprint, thesefees were determined at the beginning of each year based on estimatedcosts and were adjusted based on actual costs incurred by Sprint inproviding the respective services. This process changed effectiveDecember 1, 2003 under the new agreements with Sprint as discussed inNote  13.

6.    PROPERTY AND EQUIPMENT

Property and equipment are stated net of accumulateddepreciation and amortization of $203.9 million and $188.1 million atMarch 31, 2004 and December 31, 2003, respectively.

7.    ASSET RETIREMENT OBLIGATIONS

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

As previously disclosed, uponadoption of SFAS No. 143, the Company had concluded that, for itsleased telecommunications facilities, a liability could not bereasonably estimated due to (1) the Company's inability toreasonably assess the probability of the likelihood that a lessor wouldenforce the remediation requirements upon expiration of the lease termand therefore its impact on future cash outflows, (2) theCompany's inability to estimate a potential range of settlementdates due to its ability to renew site leases after the initial leaseexpiration and (3) the Company's limited experience in abandoningcell site locations and actually incurring remediation costs.

It is the Company's understanding that furtherclarification has been provided by the Securities and ExchangeCommission regarding the accounting for asset retirement obligationsand specifically relating to factors to consider in determining theestimated settlement dates and the probability of enforcement of theremediation obligation. Based on this information, the Company revisedcertain of the estimates used in its original analysis and calculatedan asset retirement obligation for its leased telecommunicationsfacilities. The Company determined that the aforementioned assetretirement obligations did not have a material impact on itsconsolidated results of operations, financial position or cash flowsand recorded the asset retirement obligations in the third quarter of2003.

9

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

An initial asset retirementobligation of $1,213 was recorded and classified in other non-currentliabilities and a corresponding increase in property and equipment of$1,213 were recorded in the third quarter of 2003 relating toobligations that existed upon the adoption of SFAS No. 143. The Companyincurred additional asset retirement obligations during the year endedDecember 31, 2003 and the three months ended March 31, 2004 of $35 and$29, respectively, related to new leases entered into. Included incosts of services and operations in the Company's statement ofoperations for the year ended December 31, 2003 is a charge of $402related to the cumulative accretion of the asset retirement obligationsas of the adoption of SFAS No. 143 as well as an additional $163 inaccretion recorded for the year ended December 31, 2003. Included indepreciation and amortization expenses in the Company's statementof operations for the year ended December 31, 2003 is a charge of $364related to the cumulative depreciation of the related assets recordedat the time of the adoption of SFAS No. 143 as well as an additional$123 in depreciation recorded for the year ended December 31, 2003. Forthe three months ended March 31, 2004, the Company recorded $45 inaccretion of asset retirement obligations and $31 in depreciation ofthe related assets. For purposes of determining the asset retirementobligations, the Company has assigned a 100% probability ofenforcement to the remediation obligations and has assumed an averagesettlement period of 20 years.

8.    INTANGIBLE ASSETS

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

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

Intangible assets consistof:

|                                     |  |               |         |                  |  |        |         |         |  |  |
|-------------------------------------|--|---------------|---------|------------------|--|--------|---------|---------|--|--|
|                                |  | March31, 2004 |         | December 31,2003 |
|                                |  | (unaudited)   |         |             |
|                                |  |          |    |             |  |   |    |    |
| Sprintaffiliate and otheragreements |  | $             | 532,200 |             |  | $      | 532,200 |    |
| Accumulatedamortization             |  |          | (93,250 | )           |  |   | (85,692 | )  |
| Subtotal                            |  |          | 438,950 |             |  |   | 446,508 |    |
| Subscriberbaseacquired              |  |          | 29,500  |             |  |   | 29,500  |    |
| Accumulatedamortization             |  |          | (29,500 | )           |  |   | (27,654 | )  |
| Subtotal                            |  |          | — |             |  |   | 1,846   |    |
| Intangibleassets,net                |  | $             | 438,950 |             |  | $      | 448,354 |    |
|                                     |

Amortizationexpense relative to intangible assets was $9,404 and $10,017 for thethree months ended March 31, 2004 and 2003, respectively.

10

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

Aggregate amortization expenserelative to intangible assets for the periods shown will be asfollows:

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

9.    LONG-TERMDEBT

Long-term debt consists of thefollowing:

|                                                |  |               |         |                  |  |        |         |        |  |  |
|------------------------------------------------|--|---------------|---------|------------------|--|--------|---------|--------|--|--|
|                                           |  | March31, 2004 |         | December 31,2003 |
|                                           |  |          |    |             |  |   |    |   |
| **SeniorNotes:**                               |  |          |    |             |  |   |    |   |
| 12 7/8%Senior Discount Notes, net ofdiscount   |  | $             | 5,734   |             |  | $      | 5,556   |   |
| 12%Senior Discount Notes, net ofdiscount       |  |          | 199,818 |             |  |   | 193,995 |   |
| 121⁄2%SeniorNotes                         |  |          | 11,600  |             |  |   | 11,600  |   |
| 13 5/8%Senior Notes                            |  |          | 2,475   |             |  |   | 2,475   |   |
| 11%SeniorNotes                                 |  |          | 250,798 |             |  |   | 250,798 |   |
| 81⁄2%SeniorNotes                          |  |          | 250,000 |             |  |   | — |   |
| TotalSeniorNotes                               |  |          | 720,425 |             |  |   | 464,424 |   |
| **SeniorSecured CreditFacility**               |  |          | — |             |  |   | 200,000 |   |
| **TotalDebt**                                  |  |          | 720,425 |             |  |   | 664,424 |   |
| Lesscurrentmaturities                          |  |          | — |             |  |   | — |   |
| **Longterm debt, excluding currentmaturities** |  | $             | 720,425 |             |  | $      | 664,424 |   |
|                                                |

SENIORNOTES

12 7/8% SeniorDiscount Notes — The 12 7/8% SeniorDiscount Notes were issued in February 2000, mature February 15, 2010,carry a coupon rate of 12 7/8% and provide forinterest deferral through February 15, 2005. The12 7/8% Senior Discount Notes will accrete totheir $6,389 face amount by February 8, 2005, after which, interestwill be paid in cash semiannually.

12% SeniorDiscount Notes — The 12% Senior Discount Notes wereissued in November 2003, mature July 31, 2009, carry a coupon rate of12% and provide for interest deferral through July  31,2005. The 12% Senior Discount Notes will accrete to their $233million face amount by July 31, 2005, after which, interest will bepaid in cash semiannually.

121⁄2% Senior Notes —The 121⁄2% Senior Notes were issued inJanuary 2001, 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 ofthe 121⁄2% 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 of December31, 2003, all of the escrowed proceeds had been used in connection withpayment of cash interest.

11

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

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

11% Senior Notes — The 11%Senior Notes were issued in November 2003, mature July 31, 2010 andcarry a coupon rate of 11%, payable semiannually on January 31and July 31.

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

SENIOR SECURED OBLIGATIONS

Senior Secured Credit Facility – On February14, 2001, Alamosa Holdings, Alamosa (Delaware) and Alamosa Holdings,LLC, as borrower, entered into a $280 million senior secured creditfacility (the "Senior Secured CreditFacility") with Citicorp USA, as administrative agent andcollateral agent; Toronto Dominion (Texas), Inc., as syndication agent;Export Development Corporation ("EDC") asco-documentation agent; First Union National Bank, as documentationagent; and a syndicate of banking and financial institutions. On March30, 2001, the Senior Secured Credit Facility was amended to increasethe facility to $333 million. The Senior Secured Credit Facility wasagain amended in August 2001 concurrent with the issuance of the13 5/8% Senior Notes to reduce the maximumborrowing to $225 million, consisting of a 7-year senior secured12-month delayed draw term loan facility of $200 million and a 7-yearsenior secured revolving credit facility in an aggregate principalamount of up to $25 million.

The weighted averageinterest rate on the outstanding borrowings under this facility atDecember  31, 2003 was 4.69%. Alamosa Holdings, LLC wasalso required to pay quarterly in arrears a commitment fee on theunfunded portion of the commitment of each lender. The Company enteredinto derivative hedging instruments to hedge a portion of the interestrate risk associated with borrowings under the Senior Secured CreditFacility, as discussed in Note 12.

At December 31, 2003,Alamosa Holdings, LLC had drawn $200 million under the term portion ofthe Senior Secured Credit Facility. In connection with the issuance ofthe 81⁄2% Senior Notes discussed above, aportion of the proceeds from that issuance was used to permanentlyrepay the advances outstanding under the Senior Secured Credit Facilityand the facility was terminated in January 2004.

10.    REDEEMABLE CONVERTIBLE PREFERRED STOCK

In connection with a debt exchange completed in November2003, the Company issued 679,495 shares of Series B Preferred Stock tonoteholders who tendered their notes in the exchange. Holders of theSeries B Preferred Stock are entitled to receive cumulative dividendsat an annual rate of 71⁄2% of the $250 per shareliquidation preference. Dividends are payable quarterly in arrears onthe last calendar day of each January, April, July and October. UntilJuly 31, 2008, the Company has the option to pay dividends in (1) cash,(2) shares of Alamosa Holdings Series C Preferred Stock, (3) shares ofAlamosa Holdings common stock or (4) a combination thereof. After July31, 2008, all dividends are payable in cash only. Holders of the SeriesB Preferred Stock are entitled to participate in any dividends declaredon Alamosa Holdings common stock based on the number of common sharesthe Series B Preferred Stock could be converted into 

12

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

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

Each share ofSeries B Preferred Stock and Series C Preferred Stock is convertible atthe holder's option and at any time into shares of AlamosaHoldings common stock. The Series B Preferred Stock is convertible at$3.40 per share and the Series C Preferred Stock is convertible at$4.25 per share.

Beginning on the third anniversary ofthe date of original issuance of the Series B or Series C PreferredStock, the Company has the option to redeem outstanding preferredshares for cash. The initial redemption price is 125 percent of the$250 per share liquidation preference, reduced by 5 percent annuallythereafter until 2011 after which time the redemption price remains at100 percent. All outstanding Series B and Series C Preferred Stock mustbe redeemed by the Company on July 31, 2013.

Inaccordance with the provisions of SFAS No. 149, "Amendmentof Statement 133 on Derivative Instruments and HedgingActivities," this option to redeem outstanding preferredshares for cash represents a derivative instrument that must bebifurcated and accounted for separately as the early redemption couldpotentially double a holders' return on the preferred shares. Asa result, an asset was recorded in connection with this earlyredemption option in November 2003 in the amount of $18.8 million whichrepresented the fair value of the option upon the issuance of thepreferred shares as determined by an independent valuationprofessional. This derivative is adjusted to fair value at the end ofeach reporting period with any change in fair value being reflected inearnings for the period. As of March 31, 2004 and December 31, 2003,the fair value of this option was $34.4 million and $21.7 million,respectively.

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

During the three months endedMarch 31, 2004, the Company paid $2,866 in cash dividends on the SeriesB Preferred Stock.

During the three months ended March31, 2004, holders of 60 shares of Series B Preferred Stock exercisedtheir conversion option and were granted 4,411 shares of AlamosaHoldings common stock valued at $4.34 per share at the time ofconversion.

11.    INCOME TAXES

Theincome tax benefit in 2003 represented the anticipated recognition ofthe Company's deductible net operating loss carry forwards. Thisbenefit was being recognized based on an assessment of the combinedexpected future taxable income of the Company and expected reversals ofthe temporary differences from acquisitions closed in 2001. Due to theCompany's limited operating history and lack of positive taxableearnings, a valuation allowance was established during 2003 as thedeferred tax asset was expected to exceed the deferred tax liabilities.The establishment of this valuation allowance in the three months endedMarch 31, 

13

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

2003 resulted in an effective tax rate of 16percent. For the three months ended March 31, 2004, the expected taxbenefit related to net operating losses generated was fully offset byan increase in the valuation allowance. The effective tax rate for thethree months ended March 31, 2004 is negative 2.6 percent, due to factthat the Company has estimated that it will have an alternative minimumtax ("AMT") liability for the year endingDecember 31, 2004.

12.    HEDGING ACTIVITIES ANDCOMPREHENSIVE INCOME

The Company follows the provisionsof SFAS 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. If the derivative is a hedge, depending on the nature of thehedge, changes in the fair value of the derivatives are eitherrecognized in earnings or are recognized in other comprehensive incomeuntil the hedged item is recognized in earnings.

As ofDecember 31, 2003, the Company had recorded $1,275 in"other noncurrent liabilities" related to thefair value of derivative instruments used for hedging purposes,including $856 representing derivative instruments that qualified forhedge accounting under SFAS No. 133. These instruments were settled forcash in January 2004 in connection with the termination of the SeniorSecured Credit Facility. During the three month period ended March 31,2004, the Company recognized losses of $6 (net of income tax benefit of$3) in other comprehensive income related to the change in fair valueof these derivative instruments from January 1, 2004 through thesettlement of the instruments. The balance of other comprehensiveincome related to these derivative instruments was recognized in thefirst quarter of 2004 when the derivatives were terminated. The netother comprehensive loss balance of $536 is included in the loss ondebt extinguishment recorded in the consolidated statement ofoperations for the three months ended March 31, 2004.

During the three month period ended March 31, 2003, theCompany recognized a gain of $188 (net of income tax benefit of $115)in other comprehensive income related to the change in fair values ofderivative instruments.

Total comprehensive loss for thethree months ended March 31, 2004 and 2003 is illustratedbelow:

|                                                                                                      |  |                           |         |             |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------|--|---------------------------|---------|-------------|--|--------|---------|---------|--|--|
|                                                                                                 |  | Threemonths ended March31 |
|                                                                                                 |  | 2004                      |         | 2003        |
|                                                                                                 |  | (unaudited)               |         | (unaudited) |
| Netloss                                                                                              |  | $                         | (12,548 | )      |  | $      | (30,531 | )  |
| Change infair values of derivative instruments, net of income tax expense of $0and $115,respectively |  |                      | — |        |  |   | 188     |    |
| Comprehensiveloss                                                                                    |  | $                         | (12,548 | )      |  | $      | (30,343 | )  |
|                                                                                                      |

13.    SPRINTAGREEMENTS

In accordance with the Company'saffiliation agreements with Sprint, Sprint provides the company variousservices including billing, customer care, collections and inventorylogistics. In addition, Sprint bills the Company for variouspass-through items such as commissions to national retail merchants,handset subsidies on handsets activated in the Company'sterritory but not sold by the Company and long distance charges.

14

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

In 2003, the Company executedamendments to its affiliation agreements with Sprint. The amendments,among other things, established fixed per subscriber costs for servicesthat the Company purchases from Sprint through December 31, 2006 in theform of two new fees. The amendments created a new combined servicebureau fee, which consolidates numerous fees that were previouslysettled separately, for back office services such as billing andcustomer care. The combined service bureau fee was set at $7.70 peraverage subscriber per month through December 31, 2006 and will berecorded in costs of services and operations in the consolidatedstatement of operations. The amendments also created a newper-activation fee, which consolidates numerous fees that werepreviously settled separately, for marketing services, such assubscriber activation and handset logistics. The per-activation feewill be calculated as 5% of Sprint PCS' most recentlyreported cost per gross addition and is applied to the actual number ofgross subscriber activations the Company experiences on a monthly basisthrough December 31, 2006. The per-activation fee will be recorded inselling and marketing expenses in the consolidated statement ofoperations. In March 2004 the Company exercised its rights under a mostfavored nations clause in the Sprint agreements to implement the termsof an agreement entered into between Sprint and another PCS Affiliateof Sprint. As a result, the Company entered into new amendments thatincreased the per-activation fee to 6.3% of Sprint PCS'most recently reported cost per gross addition and decreased the priceto the Company on purchases of handsets and accessories. Additionally,the March 2004 amendments increased the reciprocal roaming rate for 3Gservices from $0.0014 per Kb to $0.0020 per Kb and extended the fixedreciprocal rates for voice and 3G data roaming through December 31,2006.

In addition to the new fees, the amendmentschanged the methodology used for settling cash received fromsubscribers. Historically, actual weekly cash receipts were passedthrough to the Company by Sprint based on a calculation of an estimateof the portion of that cash related to the Company's activity.Under the new methodology, the Company receives its portion of billedrevenue (net of an 8% affiliation fee) less actual written offaccounts in the month subsequent to billing regardless of when Sprintcollects the cash from the subscriber. The provisions of the amendmentsbecame effective on December 1, 2003 and the Company has the right toevaluate subsequent amendments to the affiliation agreements of othersimilarly situated PCS Affiliates of Sprint and adopt the provisions ofthose amendments if the Company elects to do so.

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

|                               |  |                           |        |        |  |        |        |        |  |  |
|-------------------------------|--|---------------------------|--------|--------|--|--------|--------|--------|--|--|
|                          |  | Threemonths ended March31 |
|                          |  | 2004                      |        | 2003   |
| Costof service andoperations  |  | $                         | 62,638 |   |  | $      | 52,568 |   |
| Cost ofproducts sold          |  |                      | 19,783 |   |  |   | 12,844 |   |
| Sellingandmarketing           |  |                      | 10,394 |   |  |   | 12,909 |   |
|     Total |  | $                         | 92,815 |   |  | $      | 78,321 |   |
|                               |

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 aservice provider to provide accurate information for the settlement ofrevenue and expense items. The Company makes estimates used inconnection with the preparation of financial statements based on thefinancial and statistical information provided by Sprint. The Companyassesses the accuracy of this information through analytic review andreliance on the service auditor report on Sprint's internalcontrol processes prepared by Sprint's 

15

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

external service auditor. Inaccurate orincomplete data from Sprint in connection with the services provided tothe Company by Sprint could have a material effect on theCompany's financial position, results of operation or cashflow.

14.    COMMITMENTS AND CONTINGENCIES

Litigation — On January 23, 2001, theCompany's board of directors, in a unanimous decision, terminatedthe employment of Jerry Brantley, then President and COO of theCompany. On April 29, 2002, Mr. Brantley initiated litigation againstthe Company and the Chairman of the Company, David E. Sharbutt in theDistrict Court of Lubbock County, Texas, 22nd JudicialDistrict, alleging wrongful termination. In the litigation, Mr.Brantley claimed, among other things, that the Company'stermination of his employment was without cause under his employmentagreement rather than a termination for non-performance. As such, Mr.Brantley's claim sought money damages for (i) severance pay equalto one year's salary at the time of his termination, (ii) thevalue of certain unexercised stock options he owned at the time of histermination, (iii) an allegedly unpaid bonus and (iv) exemplarydamages, as well as recovery of attorneys' fees and costs. OnSeptember 27, 2002, the Court entered an Agreed Order CompellingArbitration. A panel of three arbitrators was selected. Mr.Brantley's claims against the Company and David Sharbutt,including claims asserted in the Lubbock County lawsuit and in thearbitration, were resolved pursuant to a settlement agreement datedFebruary 6, 2004. The settlement does not materially impact theCompany's consolidated financial statements or ouroperations.

In November and December 2003 and January2004, multiple lawsuits were filed against Alamosa Holdings and DavidE. Sharbutt, the Company's Chairman and Chief Executive Officeras well as Kendall W. Cowan, the Company's 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. The casesallege violations of Sections 10(b) and 20(a) of the Exchange Act, andRule 10b-5 promulgated thereunder. Additionally, certain of the suitsallege violations of Sections 11, 12(a) and 15 of the Securities Actand seek rescission or rescissory damages in connection with AlamosaHoldings' November 2001 common stock offering. The suits allege,among other things, that Alamosa Holdings' filings with the SECand press releases issued during the relevant period were false andmisleading because they failed to disclose and/or misrepresented thatAlamosa Holdings allegedly (i) was increasing its subscriber base byrelaxing credit standards for new customers, (ii) had been experiencinghigh involuntary disconnections from high credit risk customers thatallegedly produced tens of millions of dollars of impaired receivableson its financial statements, and (iii) had experienced lowersubscription growth due to tightened credit standards that requiredcredit-challenged customers to pay deposits upon the initiation ofservices. Each lawsuit was filed in the United States District Courtfor the Northern District of Texas, in either the Lubbock Division orthe Dallas Division. On February 27, 2004, the lawsuits wereconsolidated into one action pending in the United States DistrictCourt for the Northern District of Texas, Lubbock Division. In March2004, the Court appointed the Massachusetts State Guaranteed AnnuityFund to serve as lead plaintiff and approved its selection of leadcounsel for the consolidated action. The lead plaintiff has until May18, 2004 to file a consolidated complaint. The Company believes thatthe defendants have meritorious defenses to these claims and intend tovigorously defend these actions. No discovery has been taken at thistime, and the ultimate outcome is not currently predictable. There canbe no assurance that the litigation will be resolved in thedefendants' favor and an adverse resolution could adverselyaffect the Company's financial condition.

16

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

The Company is involved invarious claims and legal actions arising in the ordinary course ofbusiness. The ultimate disposition of these matters are not expected tohave a material adverse impact on the Company's financialposition, results of operations or liquidity.

15.    EFFECTS OF RECENTLY ISSUED ACCOUNTINGPRONOUNCEMENTS

In April 2004, the EITF issued AbstractNo. 03-06, "Participating Securities and the Two-ClassMethod Under FASB Statement No. 128, Earnings Per Share."EITF 03-06 addresses a number of questions regarding the computation ofearnings per share by companies that have issued securities other thancommon stock that contractually entitle the holder to participate individends and earnings of the company when and if, it declaresdividends on its common stock. The Abstract also provides furtherguidance in applying the two-class method of calculating earnings pershare, clarifying what constitutes a participating security and how toapply the two-class method of computing earnings per share once it isdetermined that a security is participating, including how to allocateundistributed earnings to such a security. EITF 03-06 is effective forfiscal periods beginning after March 31, 2004 and will be adopted bythe Company in the second quarter of 2004. The Series B redeemableconvertible preferred stock issued by the Company in November 2003 hasparticipation features that will require the Company to apply thetwo-class method of calculating earnings per share. The adoption ofthis Abstract will have the effect of diluting basic earnings per sharein periods of net income and will not impact earnings per share inperiods when the Company reports a netloss.

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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:

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| •  | forecasts of populationgrowth in our territory; |

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

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

Although webelieve that the expectations reflected in such forward-lookingstatements are reasonable, we can give no assurance that suchexpectations will prove to have been correct. Important factors withrespect to any such forward-looking statements, including certain risksand uncertainties that could cause actual results to differ materiallyfrom our expectations, are further disclosed in our annual report onForm 10-K for the year ended December 31, 2003 under the sections"Item 1. Business" and "Item 7.Management's Discussion and Analysis of Financial Condition andResults of Operations." Important factors that could causeactual results to differ materially from those in the forward-lookingstatements include, but are not limitedto:

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| •  | our dependence on our affiliationwith Sprint; |

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

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| •  | our anticipation offuture losses; |

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

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| •  | inaccuracies in financialinformation provided bySprint; |

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| •  | potential fluctuations in ouroperating results; |

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| •  | our ability topredict future customer growth, 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; |

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| •  | subscriber creditquality; |

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

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

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| •  | our potentialinability to expand our services and related products in the event ofsubstantial increases in demand for these services and relatedproducts; |

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

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

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

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|              |                     |
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| •  | futureacquisitions; |

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| •  | general economic andbusiness 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:

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| •  | 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. |

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

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| •  | 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. |

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| •  | 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 March 31, 2004, we had total licensed POPsof over 15.8 million, covered POPs of approximately 12.1 million andtotal subscribers of approximately 773,000.

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

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As part of our affiliation agreements withSprint, we have contracted with Sprint to receive back office servicessuch as customer activation, handset logistics, billing, customer careand network monitoring services. We initially elected to delegate theperformance of these services to Sprint to take advantage of theireconomies of scale, to accelerate our build-out and market launches andto lower our initial capital requirements. We continue to contract withSprint for these services today and are obligated to continue usingSprint to provide these services through December 31, 2006. The costfor these services is primarily on a per-subscriber or per-transactionbasis and is recorded as an operating expense.

CriticalAccounting Policies

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

Allowance fordoubtful accounts — Estimates are used in determining ourallowance for doubtful accounts and are based on our historicalcollection experience, current trends, credit policy, a percentage ofour accounts receivable by aging category and expectations of futurebad debts based on current collection activities. In determining theallowance, we consider historical write-offs of our receivables as wellas historical changes in our credit policies. We also look at currenttrends in the credit quality of our customer base.

Revenuerecognition — We record equipment revenue for the sale ofhandsets and accessories to customers in our retail stores and to localresellers in our territories. We do not record equipment revenue onhandsets and accessories purchased by our customers from nationalresellers or directly from Sprint. Our customers pay an activation feewhen they initiate service. In the past, we deferred this activationfee in all cases and recorded the activation fee revenue over theestimated average life of our customers which ranges from 12 to 36months depending on credit class and based on our past experience.Effective July 1, 2003, we adopted the accounting provisions ofEmerging Issues Task Force ("EITF") AbstractNo. 00-21, "Accounting for Revenue Arrangements withMultiple Deliverables." Accordingly, beginning July 1,2003, we allocate amounts charged to customers at the point of salebetween the sale of handsets and other equipment and the sale ofwireless telecommunications services in those transactions taking placein distribution channels that we directly control. Activation feescharged in transactions outside of our directly controlled distributionchannels continue to be deferred and amortized over the average life ofthe subscriber base.

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

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

Accounting forgoodwill and intangible assets — In connection with ouracquisitions of Roberts, WOW and Southwest PCS in the first quarter of2001, we recorded certain intangible assets including both identifiableintangibles and goodwill. Identifiable intangibles consisted of theSprint agreements and the respective subscriber bases in place at thetime of acquisition. The intangible assets related to the Sprintagreements are being amortized on a straight line basis over theremaining original term of the underlying Sprint agreements orapproximately 17.6 years. The subscriber base intangible asset wasamortized on a straight line basis over the estimated life of theacquired subscribers or approximately 3 years. The subscriber baseintangible asset is fully amortized as of March 31, 2004.

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We adopted the provisions of SFAS No. 142,"Goodwill and Other Intangible Assets," onJanuary 1, 2002. SFAS No. 142 primarily addresses the accounting forgoodwill and intangible assets subsequent to their initial recognition.The provisions of SFAS No. 142 (i) prohibit the amortization ofgoodwill and indefinite-lived intangible assets, (ii) require thatgoodwill and indefinite-lived intangible assets be tested annually forimpairment (and in interim periods if certain events occur indicatingthat the carrying value of goodwill and indefinite-lived intangibleassets may be impaired), (iii) require that reporting units beidentified for the purpose of assessing potential future impairments ofgoodwill and (iv) remove the forty-year limitation on the amortizationperiod of intangible assets that have finite lives. As of December 31,2001, we had recorded $15.9 million in accumulated amortization ofgoodwill. Upon the adoption of SFAS No. 142, the amortization ofgoodwill was discontinued. In connection with our annual impairmenttesting related to goodwill as of July 31, 2002, we determined thatgoodwill was impaired and recorded an impairment charge in the thirdquarter of 2002 to reduce the carrying value of goodwill to zero.

Long-lived asset recovery — Long-lived assets,consisting primarily of property, equipment and finite-livedintangibles, comprised approximately 76 percent of our total assets atMarch 31, 2004. Changes in technology or in our intended use of theseassets may cause the estimated period of use or the value of theseassets to change. In addition, changes in general industry conditionscould cause the value of certain of these assets to change. We monitorthe appropriateness of the estimated useful lives of these assets.Whenever events or changes in circumstances indicate that the carryingamounts of these assets may not be recoverable, we review therespective assets for impairment. The impairment of goodwill recordedin 2002 and the trends in the wireless telecommunications industry thatdrove our decision to launch a debt exchange offer in September 2003were deemed to be "triggering events"requiring impairment testing of our other long-lived assets under SFASNo. 144, "Accounting for the Impairment or Disposal ofLong-Lived Assets." In performing this test, 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 was assumed to be ten years. Noimpairment was indicated as a result of these tests. Estimates andassumptions used in both estimating the useful life and evaluatingpotential impairment issues require a significant amount ofjudgment.

Income taxes — 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.

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

Reliance onthe timeliness and accuracy of data received from Sprint —We place significant reliance on Sprint as a service provider in termsof the timeliness and accuracy of financial and statistical datarelated to customers based in our service territory that we receive ona periodic basis 

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from Sprint. We make significant estimates interms of cash flows, revenue, cost of service, selling and marketingcosts and the adequacy of our allowance for uncollectible accountsbased on this data we receive from Sprint. We obtain assurance as tothe accuracy of this data through analytic review and reliance on theservice auditor report on Sprint's internal control processesprepared by Sprint's external service auditor. Inaccurate orincomplete data from Sprint could have a material adverse effect on ourresults of operations and cash flow.

Consolidated Results ofOperations (dollars in thousands)

For the three month periodended March 31, 2004 compared to the three month period endedMarch  31, 2003

Subscriber growth and key performanceindicators — We had total subscribers of approximately773,000 at March 31, 2004 compared to approximately 653,000 at March31, 2003. This growth of approximately 120,000 subscribers or 18percent year over year compares to 19 percent growth from March 31,2002 to March 31, 2003.

Average monthly churn for the firstquarter of 2004 was approximately 2.4 percent compared to approximately3.0 percent for the first quarter of 2003. This level of churn in thefirst quarter of 2004 was slightly less than that in the fourth quarterof 2003 when we experienced average monthly churn of 2.5 percent.Increases in churn negatively impact our operations as we incursignificant up front costs in acquiring customers.

ServiceRevenues — Service revenues consist of revenues from oursubscribers and roaming revenue earned when subscribers from othercarriers roam onto our portion of the PCS network of Sprint. Subscriberrevenue consists of payments received from our subscribers for monthlyservice under their service plans. Subscriber revenue also includesactivation fees and charges for the use of various features includingPCS Vision, the wireless web and voice activated dialing.

Subscriber revenues were $124,746 for the quarter ended March 31,2004 compared to $104,024 for the quarter ended March 31, 2003. Thisincrease of 20 percent was primarily due to the 20 percent increase inour subscriber base discussed above. Base ARPU (which does not includeroaming revenue) increased slightly in the first quarter of 2004 to $56compared to $55 in the first quarter of 2003.

Roaming revenue iscomprised of revenue from Sprint and other PCS subscribers basedoutside of our territory that roam onto our portion of the PCS networkof Sprint. We have a reciprocal roaming rate arrangement with Sprintwhere per-minute charges for inbound and outbound roaming related toSprint subscribers are identical. This rate was 5.8 cents per minutefor both the first quarter of 2003 and the first quarter of 2004. TheNovember 2003 amendments to our affiliation agreements with Sprint (asamended in March 2004) that became effective on December 1, 2003 afterthe completion of our debt exchange, fixed our reciprocal roaming ratewith Sprint at 5.8 cents per minute until December 31, 2006. We arecurrently a net receiver of roaming with Sprint, meaning that otherSprint subscribers roam onto our network at a higher rate than oursubscribers roam onto other portions of the PCS network of Sprint. Theratio of inbound to outbound Sprint roaming minutes was 1.12 to 1 forthe three months ended March 31, 2004 and we expect this margin totrend close to 1 to 1 over time. The toll rate for long distancecharges associated with Sprint roaming is expected to decline graduallyfrom its current rate of approximately 1.5 to 2 cents per minute. Wehave also experienced a significant increase in the volume of inboundroaming traffic from PCS providers other than Sprint, which traffic issettled at rates separately negotiated by Sprint on our behalf with theother PCS providers. We had approximately 496 million minutes ofinbound roaming traffic in the first quarter of 2004 compared toapproximately 340 million minutes of inbound roaming traffic in thefirst quarter of 2003. The increase in minutes accounted for the 36percent overall increase in roaming revenue to $43,153 in the firstquarter of 2004 from $31,790 in the first quarter of 2003.

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 costs of

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products sold are recorded for all productsthat are sold through our retail stores as well as those sold to ourlocal indirect agents. The cost of handsets sold generally exceeds theretail sales price as we subsidize the price of handsets forcompetitive reasons. Sprint's handset return policy allowscustomers to return their handsets for a full refund within 14 days ofpurchase. When handsets are returned to us, we may be able to reissuethe handsets to customers at little additional cost to us. However,when handsets are returned to Sprint for refurbishing, we may receive acredit from Sprint, which is less than the amount we originally paidfor the handset.

Product sales revenue for the first quarter of2004 was $8,791 compared to $5,294 for the first quarter of 2003. Costof products sold for the first quarter of 2004 was $19,783 compared to$12,844 for the first quarter of 2003. As such, the subsidy on handsetssold through our retail and local indirect channels was $10,992 in thefirst quarter of 2004 and $7,550 in the first quarter of 2003. On a peractivation basis (excluding handsets sold to existing subscribers), thesubsidy was approximately $130 per activation in the first quarter of2004 and approximately $114 per activation in the first quarter of2003. The increase in subsidy per activation of $16 per activation inthe first quarter of 2004 compared to the first quarter of 2003 was dueto increased promotional efforts in terms of rebates on handsets andequipment offered in response to competition in the marketplace.

Cost of service and operations (excluding non-cash compensation)— Cost of service and operations includes the costs ofoperating our portion of the PCS network of Sprint. These costs includeitems such as tower leases and maintenance as well as backhaul costs,which are costs associated with transporting wireless calls across ourportion of the PCS network of Sprint to another carrier'snetwork. In addition, cost of service and operations includes outboundroaming costs, long distance charges, the fees we pay to Sprint for our8 percent affiliation fee, back office services such as billing andcustomer care, as well as our provision for estimated uncollectibleaccounts. Expenses of $86,216 in the first quarter of 2004 wereapproximately 9 percent higher than the $79,317 incurred in the firstquarter of 2003. The increase in expenses in the first quarter of 2004was due to the increased volume of traffic carried on our network inthe first quarter of 2004 compared to the first quarter of 2003. Totalminutes of use on our network were 2.0 billion minutes in the firstquarter of 2004 compared to 1.3 billion minutes in the first quarter of2003 for an increase in traffic of 54 percent. The increase in costswas less than the increase in traffic due to the leverage we experiencein spreading our fixed network operating costs over a larger volume ofactivity.

Selling and marketing expenses (excluding non-cashcompensation) — Selling and marketing expenses includeadvertising, promotion, sales commissions and expenses related to ourdistribution channels including our retail store expenses. In addition,we reimburse Sprint for the subsidy on handsets sold through nationalretail stores due to the fact that these retailers purchase theirhandsets from Sprint. This subsidy is recorded as a selling andmarketing expense. Total selling and marketing expenses of $30,993 inthe first quarter of 2004 were 10 percent higher than the $28,146incurred in the first quarter of 2003. The increase experienced during2004 is attributable to an increase in variable costs due to the factthat we had more gross activations in the first quarter of 2004 than inthe first quarter of 2003.

General and administrativeexpenses (excluding non-cash compensation) — General andadministrative expenses include corporate costs and expenses such asadministration and finance. General and administrative expenses of$5,717 in the first quarter of 2004 were 56 percent higher than the$3,665 incurred in the first quarter of 2003. The increase in 2004 of$2,052 has been the result of increased professional fees being drivenby various efforts undertaken in preparing for the reportingrequirements under the Sarbanes-Oxley Act of 2002, additional legalfees incurred in defense of class action lawsuits brought late in 2003and additional personnel costs.

Depreciation andamortization — Depreciation and amortization includesdepreciation of our property and equipment as well as amortization ofintangibles. Depreciation is calculated on the straight line methodover the estimated useful lives of the underlying assets and totaled$17,929 in the first quarter of 2004, which was 6 percent higher thanthe $16,865 recorded in the first quarter of 2003. The increase in 2004is due to the increase in depreciable costs as a result of our capitalexpenditures in the last nine months of 2003 and the first three monthsof 2004.

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Amortization expense relates to intangibleassets recorded in connection with the acquisitions closed in 2001. Werecorded two identifiable intangibles in connection with each of theacquisitions, consisting of values assigned to the agreements withSprint and the customer base acquired. Amortization expense of $9,404in the first quarter of 2004 was 6 percent less than the $10,017 in thefirst quarter of 2003 as the intangible asset related to the subscriberbase acquired became fully amortized in the first quarter of 2004.

Impairment of property and equipment — We recordedimpairments of property and equipment in the first quarter of 2004 of$306 compared to $360 in the first quarter of 2003. Impairmentsrecorded in both periods primarily relate to the abandonment of certainnetwork equipment that had become technologically obsolete.

Non-cash compensation — Non-cash compensation expenseof $20 and $40 in the first quarter of 2004 and the first quarter of2003, respectively relates to shares of restricted stock that wereawarded to our officers in 2002. Certain of our officers received atotal of 800,000 shares of restricted stock in 2002 at a discount tomarket price that will vest over a three-year period. Compensationexpense related to the difference between the market price of the stockand the price the officers paid for the stock will be recognized overthe vesting period during which the restrictions lapse. Additionally,in the first quarter of 2004 we recorded non-cash compensation of $6related to 9,000 shares of common stock granted to directors ascompensation for their directorship. The compensation expense recordedrelated to these shares was based on the fair market value of commonstock on the date of each grant.

Operating income (loss)— Our operating income for the first quarter of 2004 was$6,265 compared to a loss of $10,147 for the first quarter of 2003,representing an improvement of $16,412. The improvement in operatingincome is primarily attributable to the leverage we are experiencing inspreading our fixed costs over a larger base of subscribers.

Loss on debt extinguishment — The loss on debtextinguishment of $13,101 recorded in the first quarter of 2004 relatesto the repayment and termination of our senior secured credit facilityin January 2004. The loss is comprised of $12,565 in net deferred loanfees related to the terminated credit facility plus the recognition of$536 in other comprehensive loss related to derivative instruments usedfor hedging interest rate risk on outstanding borrowings under thecredit facility.

Gain on derivative instrument —The Series B Redeemable Convertible Preferred Stock that wasissued in November 2003 contains an early call option which allows usto repurchase the preferred stock at a premium beginning in the fourthyear after the shares were issued. Based on the provision of SFAS No.149, "Amendment of Statement 133 on Derivative Instrumentsand Hedging Activities," the derivative instrument relatedto this early call option has been separated from the value of thepreferred stock and recorded separately in our consolidated balancesheet. Changes in the fair value of this option are reflected inearnings each period. The gain of $12,672 for the first quarter of 2004represents the increase in the fair value of this option during thequarter.

Interest and other income — Interest andother income represents amounts earned on the investment of excess cashincluding restricted cash. Income of $168 in the first quarter of 2004was 56 percent less than the $385 earned in the first quarter of 2003.The decrease in interest earned is due to the decrease in restrictedcash of approximately $10 million from the first quarter of 2003 to thefirst quarter of 2004 coupled with a decrease in the yield on investedfunds due to declining interest rates in the market.

Interest expense — Interest expense for the firstquarter of 2004 and 2003 included non-cash interest of $6,273 and$9,653, respectively, related to the accretion of senior discountnotes, the amortization of debt issuance costs and changes in the fairvalue of hedge instruments that do not qualify for hedge accountingtreatment. The decrease in total interest expense to $18,235 in thefirst quarter of 2004 from $26,537 in the first quarter of 2003 is dueto the decreased level of debt after the debt exchange completed inNovember 2003 coupled by a lower interest rate on senior notes issuedin November 2003 and January 2004.

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Income Taxes

We account forincome taxes in accordance with SFAS No. 109 "Accountingfor Income Taxes." As of December 31, 2000, the netdeferred tax asset consisted primarily of temporary differences relatedto the treatment of organizational costs, unearned compensation,interest expense and net operating loss carry forwards. The netdeferred tax asset was fully offset by a valuation allowance as ofDecember 31, 2000 because there was sufficient uncertainty as towhether we would recognize the benefit of those deferred taxes infuture periods. In connection with the acquisitions completed in thefirst quarter of 2001, we recorded significant deferred tax liabilitiesdue to differences in the book and tax basis of the net assets acquiredparticularly due to the intangible assets recorded in connection withthe acquisitions.

The reversal of the timing differences whichgave rise to these deferred tax liabilities will allow us to realizethe benefit of timing differences which gave rise to the deferred taxasset. As a result, we released the valuation allowance during thesecond quarter of 2001. Prior to 2001, all deferred tax benefit hadbeen fully offset by an increase in the valuation allowance such thatthere was no financial statement impact with respect to income taxes.With the reduction of the valuation allowance in 2001, we began toreflect a deferred tax benefit in our consolidated statement ofoperations. During 2003, we reinstated a valuation allowance to reflectthe deferred tax assets at the amounts expected to be realized. Duringthe first quarter of 2004, we recorded a 100 percent valuationallowance against all current net operating losses generated for taxpurposes and recorded $317 in current income tax expense related to ourexpected alternative minimum tax ("AMT")liability for 2004.

Cash Flows

Operating activities— Operating cash flows increased $16,075 in the firstquarter of 2004 compared to the first quarter of 2003. This increase isprimarily due to our increased income before non-cash items of $16,712coupled with working capital changes of $(637).

Investingactivities — Our investing cash flows were negative $23,874in the first quarter of 2004 compared to positive $14,446 in the firstquarter of 2003. The decrease of $38,320 is due primarily to two items.First, our cash capital expenditures for the first quarter of 2004 were$13,841 higher than that in the first quarter of 2003 due to thepayment of obligations incurred in the fourth quarter of 2003.Secondly, the first quarter of 2003 included a decrease in restrictedcash of $24,804 which is reflected as a positive cash flow frominvesting activities in that quarter. Restricted cash only decreased by$1 in the first quarter of 2004.

Financing activities— Our financing cash flows increased in the first quarter of2004 to a positive $39,663 from a negative $84 in the first quarter of2003. Our financing cash flows in the first quarter of 2003 primarilyconsisted of repayments on capital leases reduced by proceeds forshares issued to employees in connection with our employee stockpurchase plan. In the first quarter of 2004, we received net proceedsfrom an offering of senior notes of approximately $242 million whichwere used to permanently repay $200 million in borrowings outstandingunder our senior secured credit facility. We paid cash dividends onpreferred stock in the first quarter of 2004 of $2,866 and receivedproceeds from issuances of stock of $727.

Liquidity and CapitalResources

Since inception, we have financed our operationsthrough capital contributions from our owners, debt financing andproceeds generated from public offerings of our common stock. Theproceeds from these transactions have been used to fund the build-outof our portion of the PCS network of Sprint, subscriber acquisitioncosts and working capital.

While we have incurred significantnet losses since inception and negative cash flows from operatingactivities through 2002, we generated approximately $55 million and $20million of cash flows from operating activities for the year endedDecember 31, 2003 and the three months ended March 31, 2004,respectively. In November 2003, we completed a debt exchange thatprovided for approximately $238 million of principal debtreduction.

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As of March 31, 2004, we had $136 millionof cash on hand 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 CPGA. Should actual results differ significantly from theseassumptions, our liquidity position could be adversely affected and wecould be in a position that would require us to raise additionalcapital, which may or may not be available on terms acceptable to us,if at all, and could have a material adverse effect on our ability toachieve our intended business objectives.

Future Trends ThatMay Affect Operating Results, Liquidity and Capital Resources

During 2002 and 2003, we experienced overall declining netsubscriber growth compared to previous periods. This trend isattributable to increased competition and slowing aggregate subscribergrowth in the wireless telecommunications industry. Although we didexperience improvement in subscriber growth in the first quarter of2004, we are currently experiencing net losses as we continue to addsubscribers, which requires a significant up-front investment toacquire those subscribers. If the trend of slowing net subscribergrowth does not continue to improve, it will lengthen the amount oftime it will take for us to reach a sufficient number of subscribers toachieve profitability.

We may experience a higher averagemonthly churn rate. Our average monthly churn for the first quarter of2004 was 2.4 percent compared to 2.7 percent for 2003 and 3.4 percentfor 2002. The rate of churn experienced in 2002 was the highest that wehave experienced on an annual basis since the inception of the Company.We expect that in the near term churn may increase as a result of theimplementation of the FCC's WLNP mandate in all of our marketsduring the second quarter of 2004. Through the first quarter of 2004,we have not experienced a material impact to churn related to WLNP withrespect to the markets in which we operate that became subject to themandate in November 2003. The remainder of our markets will becomesubject to the mandate in May 2004 at the latest. If average monthlychurn increases over the long-term, we would lose the cash flowsattributable 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 be able to access the credit or equity marketsfor additional capital if the liquidity discussed above is notsufficient for the cash needs of our business. We continually evaluateoptions for additional sources of capital to supplement our liquidityposition and maintain maximum financial flexibility. If the need foradditional capital arises due to our actual results differingsignificantly from our business plan or for any other reason, we may beunable to raise additional capital.

Recently Issued AccountingPronouncements

In April 2004, the EITF issued Abstract No.03-06, "Participating Securities and the Two-Class MethodUnder FASB Statement No. 128, Earnings Per Share." EITF03-06 addresses a number of questions regarding the computation ofearnings per share by companies that have issued securities other thancommon stock that contractually entitle the holder to participate individends and earnings of the company when and if, it declaresdividends on its common stock. The Abstract also provides furtherguidance in applying the two-class method of calculating earnings pershare, clarifying what constitutes a participating security and how toapply the two-class method of computing earnings per share once it isdetermined that a security is participating, including how to allocateundistributed earnings to such a security. EITF 03-06 is effective forfiscal periods beginning after March 31, 2004 and will be adopted by usin the second quarter of 2004. The Series B redeemable convertible

26

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preferred stock issued by Alamosa Holdingsin November 2003 has participation features that will require us toapply the two-class method of calculating earnings per share. Theadoption of this Abstract will have the effect of diluting basicearnings per share in periods of net income and will not impactearnings per share in periods when we report a net loss.

|              |                                                           |
|--------------|-----------------------------------------------------------|
| ITEM3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK |

We do not engage in commodity futures tradingactivities and do not enter into derivative financial instrumenttransactions for trading or other speculative purposes. We also do notengage in transactions in foreign currencies that could expose us tomarket risk.

We have been subject to some interest rate risk onour senior secured borrowings and could be subject to interest raterisk on any future floating rate financing.

General hedgingpolicies — We have entered into interest rate swap andcollar agreements to manage our exposure to interest rate changes inthe past. We seek to minimize counterparty credit risk throughstringent credit approval and review processes, the selection of onlythe most creditworthy counterparties, continual review and monitoringof all counterparties, and through legal review of contracts. We alsocontrol exposure to market risk by regularly monitoring changes ininterest rate positions under normal and stress conditions to ensurethat they do not exceed established limits. Our derivative transactionsare used for hedging purposes only and comply with Board-approvedpolicies. Senior management receives frequent status updates of alloutstanding derivative positions.

Interest rate riskmanagement — Our interest rate risk management programfocuses on minimizing exposure to interest rate movements by setting anoptimal mixture of floating and fixed-rate debt. We utilize interestrate swaps and collars to adjust our risk profile relative to anyfloating rate debt. We have no floating rate debt outstanding at March31, 2004.

27

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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, capital leases and thecredit facility financing based on our projected level of long-termindebtedness:

|                                              |  |                         |         |         |  |        |         |         |  |        |         |            |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------|--|-------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                         |  | YearsEnding December31, |
|                                         |  | 2004                    |         | 2005    |  | 2006   |         | 2007    |  | 2008   |         | Thereafter |
|                                         |  | (Dollars InMillions)    |
| Fixed RateInstruments                        |  |
| 12 7/8%senior discount notes (2)             |  | $                       | 6       |    |  | $      | 6       |    |  | $      | 6       |       |  | $      | 6       |    |  | $      | 6       |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %     |  |   | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %  |
| Principalpayments                            |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 6       |    |
| 12%senior discount notes (2)                 |  | $                       | 218     |    |  | $      | 233     |    |  | $      | 233     |       |  | $      | 233     |    |  | $      | 233     |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %     |  |   | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %  |
| Principalpayments                            |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 233     |    |
| 121⁄2%seniornotes                       |  |                    | 12      |    |  |   | 12      |    |  |   | 12      |       |  |   | 12      |    |  |   | 12      |    |  |   | — |    |
| Fixedinterestrate                            |  |                    | 12.500  | %  |  |   | 12.500  | %  |  |   | 12.500  | %     |  |   | 12.500  | %  |  |   | 12.500  | %  |  |   | 12.500  | %  |
| Principalpayments                            |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 12      |    |
| 13 5/8%seniornotes                           |  |                    | 2       |    |  |   | 2       |    |  |   | 2       |       |  |   | 2       |    |  |   | 2       |    |  |   | — |    |
| Fixedinterestrate                            |  |                    | 13.625  | %  |  |   | 13.625  | %  |  |   | 13.625  | %     |  |   | 13.625  | %  |  |   | 13.625  | %  |  |   | 13.625  | %  |
| Principalpayments                            |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 2       |    |
| 11%seniornotes                               |  |                    | 251     |    |  |   | 251     |    |  |   | 251     |       |  |   | 251     |    |  |   | 251     |    |  |   | — |    |
| Fixedinterestrate                            |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Principalpayments                            |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 251     |    |
| 81⁄2%seniornotes                        |  |                    | 250     |    |  |   | 250     |    |  |   | 250     |       |  |   | 250     |    |  |   | 250     |    |  |   | — |    |
| Fixedinterestrate                            |  |                    | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %     |  |   | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %  |
| Principalpayments                            |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 250     |    |
| CapitalleasesTotal minimum lease payments(1) |  | $                       | 1.208   |    |  | $      | 1.038   |    |  | $      | 0.888   |       |  | $      | 0.744   |    |  | $      | 0.599   |    |  | $      | — |    |
| AverageInterestRate                          |  |                    | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %     |  |   | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %  |
| Annualleasepayments                          |  |                    | 0.596   |    |  |   | 0.170   |    |  |   | 0.150   |       |  |   | 0.144   |    |  |   | 0.145   |    |  |   | 0.599   |    |
|                                              |

|  |
|--|
|  |  |
|  |

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

| (2) | Interest willaccrete on the 12 7/8% senior discount notes through February2005 and on the 12% senior discount notes through July 31, 2005at which time the notes will begin to require cash payments ofinterest. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Our primary market risk exposure relates to:

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

|              |                                                                                   |
|--------------|-----------------------------------------------------------------------------------|
| •  | our ability torefinance our senior discount notes at maturity at market rates;and |

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

As a condition to the senior secured creditfacility, we were required to maintain one or more interest rateprotection agreements in an amount equal to a portion of the total debtunder the credit facility. As of March 31, 2004, we had terminated allinterest rate protection agreements. We do not hold or issue financialor derivative financial instruments for trading or speculativepurposes. While we cannot predict our ability to refinance existingdebt or the impact that interest rate movements will have on ourexisting debt, we continue to evaluate our financial position on anongoing basis.

28

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|               |                        |
|---------------|------------------------|
| ITEM 4.  | CONTROLS ANDPROCEDURES |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Evaluation ofDisclosure Controls and Procedures. Each of our Chief Executive Officerand Chief Financial Officer has evaluated the effectiveness of ourdisclosure controls and procedures (as such term is defined in Rules13a-15(3) or 15d-15(e) under the Exchange Act), as of the end of theperiod covered by this quarterly report, based on the evaluation ofthese controls and procedures required by Rules 13a-15(b) or 15d-15(b)under the Exchange Act. Based on such evaluation, such officers haveconcluded that, as of the end of the period covered by this quarterlyreport, our disclosure controls and procedures are effective inalerting them on a timely basis to material information relating to us(including our consolidated subsidiaries) required to be included inour reports filed or submitted under the Exchange Act. |

|           |                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Changes in Internal Control OverFinancial Reporting. There have not been any changes in our internalcontrols over financial reporting (as such term is defined in Rules13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscalquarter to which this report relates that have materially affected, orare reasonably likely to materially affect, our internal controls overfinancial reporting. |

We place reliance on Sprint to adequatelydesign its internal controls with respect to the processes establishedto provide financial information and other information to us and theother PCS Affiliates of Sprint. To address this issue, Sprint engagesits independent auditors to perform a periodic evaluation of thesecontrols and to provide a "Report on Controls Placed inOperation and Tests of Operating Effectiveness forAffiliates" under guidance provided in Statement ofAuditing Standards No. 70. This report is provided semi-annually tous.

29

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PART II — OTHER INFORMATION

|               |                   |
|---------------|-------------------|
| ITEM 1.  | LEGAL PROCEEDINGS |

On January 23,2001, our board of directors, in a unanimous decision, terminated theemployment of Jerry Brantley, then President and COO of the Company. OnApril 29, 2002, Mr. Brantley initiated litigation against us and ourChairman, David E. Sharbutt in the District Court of Lubbock County,Texas, 22nd Judicial District, alleging wrongfultermination. In the litigation, Mr. Brantley claimed, among otherthings, that our termination of his employment was without cause underhis employment agreement rather than a termination for non-performance.As such, Mr. Brantley's claim sought money damages for (i)severance pay equal to one year's salary at the time of histermination, (ii) the value of certain unexercised stock options heowned at the time of his termination, (iii) an allegedly unpaid bonusand (iv) exemplary damages, as well as recovery of attorneys'fees and costs. On September 27, 2002, the Court entered an AgreedOrder Compelling Arbitration. A panel of three arbitrators wasselected. Mr. Brantley's claims against us and David Sharbutt,including claims asserted in the Lubbock County lawsuit and in thearbitration, were resolved pursuant to a settlement agreement datedFebruary 6, 2004. The settlement does not materially impact ourconsolidated financial statements or our operations.

In Novemberand December 2003 and January 2004, multiple lawsuits were filedagainst us and David E. Sharbutt, our Chairman and Chief ExecutiveOfficer as well as Kendall W. Cowan, our Chief Financial officer.Steven Richardson, our Chief Operating Officer, was also a nameddefendant in one of the lawsuits. Each claim is a purported classaction filed on behalf of a putative class of persons who and/orentities that purchased Alamosa Holdings' securities betweenJanuary 9, 2001 and June 13, 2002, inclusive, and seeks recovery ofcompensatory damages, fees and costs. The cases allege violations ofSections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5promulgated thereunder. Additionally, certain of the suits allegeviolations of Sections 11, 12(a) and 15 of the Securities Act and seekrescission or rescissory damages in connection with AlamosaHoldings' November 2001 common stock offering. The suits allege,among other things, that our filings with the SEC and press releasesissued during the relevant period were false and misleading becausethey failed to disclose and/or misrepresented that we allegedly (i)were increasing our subscriber base by relaxing credit standards fornew customers, (ii) had been experiencing high involuntarydisconnections from high credit risk customers that allegedly producedtens of millions of dollars of impaired receivables on our financialstatements, and (iii) had experienced lower subscription growth due totightened credit standards that required credit-challenged customers topay deposits upon the initiation of services. Each lawsuit was filed inthe United States District Court for the Northern District of Texas, ineither the Lubbock Division or the Dallas Division. On February 27,2004, the lawsuits were consolidated into one action pending in theUnited States District Court for the Northern District of Texas,Lubbock Division. In March 2004, the Court appointed the MassachusettsState Guaranteed Annuity Fund to serve as lead plaintiff and approvedits selection of lead counsel for the consolidated action. The leadplaintiff has until May 18, 2004 to file a consolidated complaint. Webelieve that the defendants have meritorious defenses to these claimsand intend to vigorously defend these actions. No discovery has beentaken at this time, and the ultimate outcome is not currentlypredictable. There can be no assurance that the litigation will beresolved in our favor and an adverse resolution could adversely affectour financial condition.

|               |                                           |
|---------------|-------------------------------------------|
| ITEM 2.  | CHANGES INSECURITIES AND USE OF PROCEEDS. |

None.

|              |                                  |
|--------------|----------------------------------|
| ITEM3.  | DEFAULTS UPON SENIOR SECURITIES. |

None.

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

None.

30

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|               |                   |
|---------------|-------------------|
| ITEM 5.  | OTHERINFORMATION. |

None.

|               |                                  |
|---------------|----------------------------------|
| ITEM 6.  | EXHIBITSAND REPORTS ON FORM 8-K. |

|           |                                                                                                                                 |
|-----------|---------------------------------------------------------------------------------------------------------------------------------|
| (a)  | See the ExhibitIndex following the signature page hereto for a list of the exhibitsfiled pursuant to Item 601 of RegulationS-K: |

|           |                                                                                                                                         |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | The following sets forth the currentreports on Form 8-K that have been filed during the quarterly periodfor which this report is filed: |

Current Report on Form8-K filed on January 5, 2004 (Items 5 and 7).

CurrentReport on Form 8-K filed on January 5, 2004 (Items 5, 7 and 9).

Current Report on Form 8-K filed on January 16, 2004(Items 5 and 7).

31

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Actof 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized.

|                  |  |                                                                                                             |  |  |  |  |
|------------------|--|-------------------------------------------------------------------------------------------------------------|--|--|--|--|
|             |  | ALAMOSAHOLDINGS, INC.(Registrant)                                                                           |
| May 5,2004       |  | /s/ David E.Sharbutt                                                                                        |
|   Date |  | DavidE. Sharbutt Chairman of the Board of Directors andChiefExecutive Officer (Principal Executive Officer) |
| May 5, 2004      |  | /s/ Kendall W.Cowan                                                                                         |
|   Date |  | KendallW. CowanChief Financial Officer(Principal Financial andAccounting Officer)                           |
|                  |

32

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EXHIBITINDEX

|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |  |  |
|---------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | ExhibitTitle                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 3.1           |  | Amendedand Restated Certificate of Incorporation of Alamosa Holdings, Inc.,filed as Exhibit 1.1 to the Registration Statement on Form 8-A, datedFebruary 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc.,which exhibit is incorporated herein byreference.                                                                                                                                                                      |
| 3.2           |  | Amended and Restated Bylawsof Alamosa Holdings, Inc., filed as Exhibit 1.2 to the RegistrationStatement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357)of Alamosa Holdings, Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                           |
| 3.3           |  | Certificate of theDesignations, Powers, Preferences and Rights of Series B ConvertiblePreferred Stock, filed as Exhibit 3.1 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003, which exhibitis incorporated herein byreference.                                                                                                                                                                       |
| 3.4           |  | Certificate of theDesignations, Powers, Preferences and Rights of Series C ConvertiblePreferred Stock, filed as Exhibit 3.2 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003, which exhibitis incorporated herein by reference.                                                                                                                                                                      |
| 4.1           |  | Indenture for 81⁄2% SeniorNotes due 2012, dated as of January 20, 2004, among Alamosa (Delaware),Inc., the Subsidiary Guarantors party thereto and Wells Fargo BankMinnesota, N.A., as trustee, filed as Exhibit 4.26 to Form 10-K ofAlamosa Holdings, Inc. for the year period ended December 31, 2003which exhibit is incorporated herein by reference.                                                                              |
| 4.2           |  | Form of Global Note relating to the81⁄2% Senior Notes due 2012, filed as Exhibit4.27 to Form 10-K of Alamosa Holdings, Inc. for the year period endedDecember 31, 2003 which exhibit is incorporated herein byreference.                                                                                                                                                                                                               |
| 4.3           |  | Registration RightsAgreement, dated as of January 20, 2004, by and among Alamosa(Delaware), Inc., the Guarantors listed on the signature pages thereto,UBS Securities LLC, Bear, Stearns & Co. Inc. and Lehman BrothersInc., relating to the 81⁄2% Senior Notes due2012, filed as Exhibit 4.28 to Form 10-K of Alamosa Holdings, Inc. forthe year period ended December 31, 2003 which exhibit is incorporatedherein by reference. |
| 10.1†  |  | AmendmentNo. 1 to Amended and Restated Employment Agreement dated as of March 8,2004, by and between Alamosa Holdings, Inc. and David E. Sharbutt,filed as Exhibit 10.57 to the Registration Statement on Form S-4, datedApril 19, 2004 (Registration No.  333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                       |
| 10.2†  |  | Amendment No. 1 toAmended and Restated Employment Agreement dated as of March 8, 2004, byand between Alamosa Holdings, Inc. and Kendall Cowan, filed as Exhibit10.58 to the Registration Statement on Form S-4, dated April 19, 2004(Registration No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein by reference.                                                                                           |
|               |

----

|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  |  |
|---------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | ExhibitTitle                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.3†  |  | AmendmentNo. 1 to Amended and Restated Employment Agreement dated as of March 8,2004, by and between Alamosa Holdings, Inc. and Anthony Sabatino, filedas Exhibit 10.59 to the Registration Statement on Form S-4, dated April19, 2004 (Registration No.  333-114592), of Alamosa (Delaware),Inc., which exhibit is incorporated herein by reference.                                                                                     |
| 10.4†  |  | Amendment No. 1 to Amended and RestatedEmployment Agreement dated as of March  8, 2004, by and betweenAlamosa Holdings, Inc. and Loyd I. Rinehart, filed as Exhibit10.60 to the Registration Statement on Form S-4, dated April 19, 2004(Registration No.  333-114592), of Alamosa (Delaware), Inc.,which exhibit is incorporated herein by reference.                                                                                    |
| 10.5          |  | Addendum VII to Sprint PCS Management Agreementand Sprint PCS Services Agreement, dated March 26, 2004, by and amongSprint Spectrum L.P., WirelessCo, L.P., Sprint Communications CompanyL.P. and Washington Oregon Wireless, LLC, filed as Exhibit 10.61 to theRegistration Statement on Form S-4, dated April 19, 2004 (RegistrationNo. 333-114592), of Alamsoa (Delaware), Inc., which exhibit isincorporated herein by reference.     |
| 10.6          |  | Addendum XI to Sprint PCS Management Agreementand Sprint PCS Services Agreement, dated March 26, 2004, by and amongSprint Spectrum L.P., WirelessCo, L.P., Sprint Communications CompanyL.P. and Texas Telecommunications LP, filed as Exhibit  10.62 tothe Registration Statement on Form S-4, dated April 19, 2004(Registration No.  333-114592), of Alamosa (Delaware), Inc.,which exhibit is incorporated herein by reference.        |
| 10.7          |  | Addendum VI to Sprint PCS Management Agreementand Sprint PCS Services Agreement, dated March 26, 2004, by and amongSprint Spectrum L.P., SprintCom, Inc., WirelessCo, L.P., SprintCommunications Company L.P. and Southwest PCS, L.P., filed as Exhibit10.63 to the Registration Statement on Form S-4, dated April 19, 2004(Registration No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein by reference. |
| 10.8          |  | Addendum X to Sprint PCS Management Agreement andSprint PCS Services Agreement, dated March 26, 2004, by and amongSprint Spectrum L.P., WirelessCo, L.P., Sprint Communciations CompanyL.P. and Alamosa Wisconsin Limited Partnership, filed as Exhibit 10.64to the Registration Statement on Form S-4, dated April 19, 2004(Registration No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein by reference. |
| 10.9          |  | Addendum XI to Sprint PCS Management Agreementand Sprint PCS Services Agreement, dated March 26, 2004 by and amongSprint Spectrum L.P., WirelessCo, L.P., Sprint Communications CompanyL.P. and Alamosa Missouri, LLC, filed as Exhibit 10.65 to theRegistration Statement on Form S-4, dated April 19, 2004 (RegistrationNo.  333-114592), of Alamosa (Delaware), Inc., which exhibit isincorporated herein by reference.                |
| 31.1*         |  | Certification of CEO Pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                            |
| 31.2*         |  | Certification of CFO Pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                            |
| 32.1*         |  | Certification of CEO Pursuant to 18 U.S.C.Section 1350, as Adopted Pursuant to Section  906 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                             |
|               |

----

|               |  |                                                                                                                              |  |  |  |  |
|---------------|--|------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | ExhibitTitle                                                                                                                 |
| 32.2*         |  | Certification of CFOPursuant to 18 U.S.C. Section 1350, as Adopted Pursuant toSection  906 of the Sarbanes-Oxley Act of2002. |
|               |

|  |
|--|
|  |  |
|  |

| † | Exhibit is amanagement contract. |
|----------|----------------------------------|

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

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