<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2000.

         OR

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

                        COMMISSION FILE NUMBER: 005-58523

                           ALAMOSA PCS HOLDINGS, INC.
                                ALAMOSA PCS, INC.
                            ALAMOSA DELAWARE GP, LLC
                            ALAMOSA WISCONSIN GP, LLC
                      ALAMOSA WISCONSIN LIMITED PARTNERSHIP
                          TEXAS TELECOMMUNICATIONS, LP
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  75-2843707
               DELAWARE                                  74-2938804
               DELAWARE                                  74-2938804
               WISCONSIN                                 74-2938804
               WISCONSIN                                 74-2938839
                 TEXAS                                   75-2851320
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)


                           5225 S. Loop 289, Suite 120
                              Lubbock, Texas 79424
          (Address of principal executive offices, including zip code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  [X]  No  [ ]

61,354,606 shares of Common Stock, $0.01 par value per share, were outstanding
as of August 1, 2000.



                                        1
<PAGE>   2


                           ALAMOSA PCS HOLDINGS, INC.

                                TABLE OF CONTENTS
                           QUARTER ENDED JUNE 30, 2000

<TABLE>
<CAPTION>

<S>           <C>
PART I        FINANCIAL INFORMATION                                                                                     3

Item 1.       Financial Statements:

              Consolidated Balance Sheets at June 30, 2000 (unaudited) and December 31, 1999                            3

              Consolidated Statements of Operations (unaudited) for the three
              months ended June 30, 2000 and 1999 and the six months ended June
              30, 2000 and 1999                                                                                         4

              Consolidated Statement of Stockholders' Equity (unaudited) for the six months ended June 30, 2000         5

              Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2000 and 1999         6

              Notes to the Consolidated Financial Statements                                                            7

Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations                    14

Item 3.       Quantitative and Qualitative Disclosures About Market Risk                                               20

PART II       OTHER INFORMATION                                                                                        20

Item 1.       Legal Proceedings                                                                                        20

Item 2.       Changes in Securities and Use of Proceeds                                                                21

Item 3.       Defaults Upon Senior Securities                                                                          21

Item 4.       Submission of Matters to a Vote of Security Holders                                                      21

Item 5.       Other Information                                                                                        21

Item 6.       Exhibits and Reports on Form 8-K                                                                         21
</TABLE>



                                        2
<PAGE>   3


                          PART I FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                June 30,
                                                                                  2000               December 31,
                                                                               (unaudited)              1999
                                                                              -------------         -------------
<S>                                                                           <C>                   <C>
ASSETS

Current assets:
    Cash and cash equivalents                                                 $ 241,038,281         $   5,655,711
    Short-term investments                                                       21,840,763                    --
    Accounts receivable, net of allowance for doubtful accounts                   6,605,823             1,675,636
    Inventory                                                                     2,151,772             5,777,375
    Prepaid expenses and other assets                                               551,071               882,516
                                                                              -------------         -------------

        Total current assets                                                    272,187,710            13,991,238

Property and equipment, net                                                     142,219,575            84,713,724
Debt issuance costs, net                                                         13,853,077             3,743,308
Restricted cash                                                                          --               518,017
Other noncurrent assets                                                             431,023             1,525,912
                                                                              -------------         -------------

        Total assets                                                          $ 428,691,385         $ 104,492,199
                                                                              =============         =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                     $  42,140,014         $  15,203,103
    Accounts payable to related parties                                           1,834,723             1,182,225
    Current installments of capital leases                                           22,932                21,818
    Bank line of credit                                                                  --               363,665
    Microwave relocation obligations                                                527,715             3,578,155
                                                                              -------------         -------------

        Total current liabilities                                                44,525,384            20,348,966

Long-term debt                                                                  201,098,342            71,876,379
Capital lease obligations, noncurrent                                               815,272               827,024
                                                                              -------------         -------------

        Total liabilities                                                       246,438,998            93,052,369
                                                                              -------------         -------------

Commitments and contingencies

Stockholders' equity:
    Preferred stock, $.01 par value; 10,000,000 shares authorized;
      no shares issued                                                                   --                    --
    Common stock, $.01 par value; 290,000,000 shares authorized,
      61,354,606 and 48,500,008 issued and outstanding at
      June 30, 2000 and December 31, 1999, respectively                             613,546               485,000
    Additional paid-in capital                                                  245,949,316            50,824,876
    Accumulated deficit                                                         (62,247,356)          (33,759,681)
    Unearned compensation                                                        (2,063,119)           (6,110,365)
                                                                              -------------         -------------

        Total stockholders' equity                                              182,252,387            11,439,830
                                                                              -------------         -------------

        Total liabilities and stockholders' equity                            $ 428,691,385         $ 104,492,199
                                                                              =============         =============
</TABLE>


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



                                       3
<PAGE>   4

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                              For the three months ended           For the six months ended
                                                                        June 30                            June 30
                                                            ------------------------------      ------------------------------
                                                                2000              1999              2000              1999
                                                            ------------      ------------      ------------      ------------
<S>                                                         <C>               <C>               <C>               <C>
Revenue:
    Service revenue                                         $ 15,044,154      $      1,504      $ 25,146,175      $      1,504
    Product sales                                              2,189,066            33,588         3,772,424            33,588
                                                            ------------      ------------      ------------      ------------

        Total revenue                                         17,233,220            35,092        28,918,599            35,092
                                                            ------------      ------------      ------------      ------------

Costs and expenses:
    Cost of service and operations                            10,856,488           668,319        18,125,782           668,319
      Cost of service and operations - related
        parties                                                  192,217                --           324,780                --
    Cost of products sold                                      2,063,279            32,458         3,674,997            32,458
    Selling and marketing                                      9,237,252           866,066        17,339,722           866,066
      Selling and marketing - related parties                    143,131            89,812           212,374            89,812
    General and administrative expenses
      (excluding non-cash compensation expense)
                                                               1,830,523           423,003         3,078,147         1,290,463
      Equity participation compensation expense
                                                                 921,116         1,802,578         4,893,746         2,793,832
      General and administrative - related
        parties                                                  241,913            27,515           379,053           135,340
    Depreciation and amortization                              2,490,990           118,432         4,747,937           127,056
                                                            ------------      ------------      ------------      ------------

        Total costs and expenses                              27,976,909         4,028,183        52,776,538         6,003,346
                                                            ------------      ------------      ------------      ------------

        Loss from operations                                 (10,743,689)       (3,993,091)      (23,857,939)       (5,968,254)
                                                            ------------      ------------      ------------      ------------

Interest and other income                                      4,407,978           103,803         6,722,463           341,071
Interest expense                                              (6,572,090)         (128,285)      (11,352,199)         (135,379)
                                                            ------------      ------------      ------------      ------------

        Net loss                                            $(12,907,801)     $ (4,017,573)     $(28,487,675)     $ (5,762,562)
                                                            ============      ============      ============      ============

        Net loss per common share, basic and
           diluted                                          $      (0.21)     $      (0.08)     $      (0.48)     $      (0.12)
                                                            ============      ============      ============      ============

        Weighted average common shares
           outstanding, basic and diluted                     61,354,606        48,500,008        59,026,759        48,500,008
                                                            ============      ============      ============      ============
</TABLE>


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



                                       4
<PAGE>   5


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)


<TABLE>
<CAPTION>

                                           PREFERRED STOCK                            COMMON STOCK
                                 ----------------------------------        ----------------------------------
                                    SHARES                AMOUNT              SHARES                AMOUNT
                                 -------------        -------------        -------------        -------------
<S>                              <C>                  <C>                  <C>                  <C>
Balance, January 1,
   2000                                     --        $          --           48,500,008        $     485,000

Initial public                              --                   --           12,321,100              123,211
   offering
Exercise of
   stock options                            --                   --              533,498                5,335
Amortization of
   unearned
   compensation                             --                   --                   --                   --
Unearned
   compensation                             --                   --                   --                   --
Net loss                                                         --                   --                   --
                                 -------------        -------------        -------------        -------------

Balance, June 30,
   2000                                     --        $          --           61,354,606        $     613,546
                                 =============        =============        =============        =============


<CAPTION>

                                   ADDITIONAL
                                    PAID-IN            ACCUMULATED           UNEARNED
                                    CAPITAL              DEFICIT           COMPENSATION             TOTAL
                                 -------------        -------------        -------------        -------------
<S>                              <C>                  <C>                  <C>                  <C>
Balance, January 1,
   2000                          $  50,824,876         $ (33,759,681)        $  (6,110,365)     $  11,439,830

Initial public                     193,664,076                    --                    --        193,787,287
   offering
Exercise of
   stock options                       613,864                    --                    --            619,199
Amortization of
   unearned
   compensation                             --                    --             4,893,746          4,893,746
Unearned
   compensation                        846,500                    --              (846,500)                --
Net loss                                    --           (28,487,675)                   --        (28,487,675)
                                 -------------         -------------         -------------      -------------

Balance, June 30,
   2000                          $ 245,949,316         $ (62,247,356)        $  (2,063,119)     $ 182,252,387
                                 =============         =============         =============      =============
</TABLE>



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



                                       5
<PAGE>   6


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                            Six months ended       Six months ended
                                                                              June 30, 2000         June 30, 1999
                                                                            ----------------       ----------------
<S>                                                                         <C>                    <C>
Cash flows from operating activities:
    Net loss                                                                  $ (28,487,675)        $  (5,762,562)
    Adjustments to reconcile net loss to net cash used in operating
      activities:
      Non-cash compensation expense                                               4,893,746             2,793,832
      Depreciation and amortization                                               4,747,937               127,056
      Amortization of debt issuance costs                                           652,845                    --
      Deferred interest expense                                                  10,346,126                10,859
      Loss from disposition of interest rate cap premiums                           266,178                    --
      Loss from asset disposition                                                    54,130                    --
      (Increase) decrease in asset accounts:
        Accounts receivable                                                         356,284                (1,230)
        Inventory                                                                 3,625,603            (1,245,915)
        Prepaid expenses and other assets                                          (115,582)             (163,436)
    Increase (decrease) in liability accounts:
        Accounts payable and accrued expenses                                       890,742             1,135,275
                                                                              -------------         -------------

        Net cash used in operating activities                                    (2,769,666)           (3,106,121)
                                                                              -------------         -------------

Cash flows from investing activities:
    Additions to property and equipment                                         (44,048,794)           (5,314,605)
    Issuance of notes receivable from officer                                       100,000              (100,000)
    Purchase of short-term investments                                          (21,840,763)                   --
    Change in restricted cash                                                       518,017              (500,000)
                                                                              -------------         -------------

        Net cash used in investing activities                                   (65,271,540)           (5,914,605)
                                                                              -------------         -------------

Cash flows from financing activities:
    Equity offering proceeds                                                    208,589,367                    --
    Equity offering costs                                                       (13,598,942)                   --
    Issuance of Senior Discount Notes                                           187,096,000                    --
    Debt issuance costs                                                         (10,762,613)             (234,371)
    Stock options exercised                                                         619,199                    --
    Capital contributions                                                                --             3,818,751
    Proceeds from issuance of long-term debt                                      7,758,175                    --
    Repayments of long-term debt                                                (76,239,373)                   --
    Payments on capital leases                                                      (10,637)              (15,636)
    Interest rate cap premiums                                                      (27,400)                   --
                                                                              -------------         -------------

        Net cash used in financing activities                                   303,423,776             3,568,744
                                                                              -------------         -------------

        Net increase (decrease) in cash and cash equivalents                    235,382,570            (5,451,982)
Cash and cash equivalents at beginning of period                                  5,655,711            13,529,077
                                                                              -------------         -------------

Cash and cash equivalents at end of period                                    $ 241,038,281         $   8,077,095
                                                                              =============         =============
</TABLE>


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



                                       6
<PAGE>   7


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

       The unaudited consolidated balance sheet as of June 30, 2000, the
       unaudited consolidated statements of operations for the three months and
       six months ended June 30, 2000 and 1999, the unaudited consolidated
       statement of stockholders' equity for the six months ended June 30, 2000,
       and the unaudited consolidated statements of cash flows for the six
       months ended June 30, 2000 and 1999, and related footnotes, have been
       prepared in accordance with generally accepted accounting principles for
       interim financial information and Article 10 of Regulation S-X.
       Accordingly, they do not include all the information and footnotes
       required by generally accepted accounting principles. In the opinion of
       management, the interim data includes all adjustments (consisting of only
       normally recurring adjustments) necessary for a fair statement of the
       results for the interim periods. Operating results for the three months
       and six months ended June 30, 2000 are not necessarily indicative of
       results that may be expected for the year ending December 31, 2000.

       Certain reclassifications of prior period amounts have been made to
       conform to current period presentation.


2.     ORGANIZATION AND BUSINESS OPERATIONS

       Alamosa PCS Holdings Inc. ("Holdings") was formed in October 1999 in
       anticipation of an initial public offering which occurred in February
       2000. Immediately prior to the offering, shares of Holdings, the
       registrant, were exchanged for Alamosa PCS LLC's ("Alamosa") membership
       interests, and Alamosa became wholly owned by Holdings. These financial
       statements are presented as if the reorganization had occurred as of the
       beginning of the periods presented. There were no activities within
       Holdings prior to the reorganization. Holdings and its subsidiaries,
       including Alamosa, are collectively referred to as the "Company." Other
       subsidiaries formed include Texas Telecommunications LP ("Texas"),
       Alamosa Wisconsin Limited Partnership ("Wisconsin"), Alamosa Wisconsin
       GP, LLC, Alamosa Finance, LLC, Alamosa Limited, LLC, Alamosa Delaware GP,
       LLC, and Alamosa PCS, Inc.

       Alamosa and its successor Alamosa PCS, Inc., referred to in these
       financial statements as "Alamosa," was formed in July 1998 as a Texas
       limited liability company. In July 1998, Alamosa entered into affiliation
       agreements with Sprint PCS, the PCS Group of Sprint Corporation. These
       affiliation agreements provided Alamosa with the exclusive right to
       build, own and manage a wireless voice and data services network in
       markets with over 5.2 million residents located in Texas, New Mexico,
       Arizona and Colorado under the Sprint PCS brand. Alamosa amended its
       affiliation agreements with Sprint PCS in December 1999 to expand its
       services network so that it will include 8.4 million residents. Alamosa
       is required to build out the wireless network according to Sprint PCS
       specifications. The affiliation agreements are in effect for a term of 20
       years with three 10-year renewal options unless terminated by either
       party under provisions outlined in the affiliation agreements. The
       affiliation agreements include indemnification clauses between Alamosa
       and Sprint PCS to indemnify each other against claims arising from
       violations of laws or the affiliation agreements, other than liabilities
       resulting from negligence or willful misconduct of the party seeking to
       be indemnified.

       Holdings and Alamosa were in the development stage from July 1998 through
       December 31, 1999. This stage was characterized by significant
       expenditures for the design and construction of the wireless network and
       no significant operating revenue.

3.     NET LOSS PER COMMON SHARE

       Net loss per share is calculated by dividing net loss by the weighted
       average number of shares of common stock. Weighted average shares
       outstanding is computed after giving effect to the reorganization of the
       Company described in Note 2. The calculation was made in accordance with
       SFAS No. 128, "Earnings Per Share." Weighted average shares outstanding
       at June 30, 2000 exclude incremental potential common shares from stock
       options because inclusion would have been antidilutive.



                                       7
<PAGE>   8


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.     PROPERTY AND EQUIPMENT

       Property and equipment consist of the following:

<TABLE>
<CAPTION>

                                                                                June 30,            December 31,
                                                                                  2000                  1999
                                                                              -------------         -------------
<S>                                                                           <C>                   <C>
Land and buildings                                                            $   3,028,239         $   2,817,426
Network equipment                                                               107,512,125            76,867,836
Vehicles                                                                            788,781               477,353
Furniture and office equipment                                                    4,350,670             2,266,966
                                                                              -------------         -------------

                                                                                115,679,815            82,429,581
Accumulated depreciation                                                         (7,618,048)           (2,974,674)
                                                                              -------------         -------------

        Subtotal                                                                108,061,767            79,454,907
                                                                              -------------         -------------

Microwave relocation costs                                                        3,742,014             3,578,155
Accumulated amortization                                                           (175,051)              (84,312)
                                                                              -------------         -------------

        Subtotal                                                                  3,566,963             3,493,843
                                                                              -------------         -------------

Construction in progress:
    Network equipment                                                            28,346,310               374,680
    Leasehold improvements                                                        2,244,535             1,390,294
                                                                              -------------         -------------

        Subtotal                                                                 30,590,845             1,764,974
                                                                              -------------         -------------

        Total                                                                 $ 142,219,575         $  84,713,724
                                                                              =============         =============
</TABLE>


5.     LONG-TERM DEBT

       Long-term debt consisted of the following:

<TABLE>
<CAPTION>

                                                                                June 30,            December 31,
                                                                                  2000                  1999
                                                                              -------------         -------------
<S>                                                                           <C>                   <C>
Debt outstanding under credit facilities:
    Senior Discount Notes                                                     $ 196,574,501         $          --
    Nortel/EDC Credit Facility                                                    4,523,841            71,876,379
    Bank line of credit                                                                  --               363,665
                                                                              -------------         -------------

Total debt                                                                      201,098,342            72,240,044
Less current maturities                                                                  --               363,665
                                                                              -------------         -------------

Long-term debt, excluding current maturities                                  $ 201,098,342         $  71,876,379
                                                                              =============         =============
</TABLE>



       Senior Discount Notes - On December 23, 1999, Holdings filed a
       registration statement with the SEC for the issuance of $350 million face
       amount of Senior Discount Notes (the "Notes Offering"). The Notes
       Offering



                                       8
<PAGE>   9


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


       was completed on February 4, 2000 and generated net proceeds of
       approximately $181 million after underwriters' commissions and expenses
       of approximately $6.5 million. The Senior Discount Notes (the "Notes")
       mature in ten years (February 15, 2010), carry a coupon rate of 12 7/8%,
       and provide for interest deferral for the first five years. The Notes
       will accrete to their $350 million face amount by February 8, 2005, after
       which, interest will be paid in cash semiannually. The proceeds of the
       Notes Offering were used to prepay $75 million of the Nortel/EDC Credit
       Facility, and the balance will be used to pay costs to build out the
       system, to fund operating working capital needs and for other general
       corporate purposes. Significant terms of the Notes include:

           Ranking - The Notes are senior unsecured obligations of Holdings,
           equal in right of payment to all future senior debt of Holdings and
           senior in right of payment to all future subordinated debt of
           Holdings;

           Guarantees - The Notes are unsecured obligations and rank equally
           with all existing and future senior debt and senior to all existing
           and future subordinate debt. The Notes are fully and unconditionally,
           jointly and severally guaranteed on a subordinated, unsecured basis,
           by all the existing and any future restricted subsidiaries of
           Holdings. In addition, Holdings has no assets or operations other
           than its investments in Alamosa PCS Inc., and there are no
           significant non-guarantor subsidiaries. Therefore, financial
           statements of guarantor subsidiaries have been omitted.

           Optional Redemption - During the first thirty six (36) months after
           the Notes Offering, we may use net proceeds of an equity offering to
           redeem up to 35% of the accreted value of the notes at a redemption
           price of 112 7/8%;

           Change of Control - Upon a change of control as defined by the Notes
           Offering, we will be required to make an offer to purchase the Notes
           at a price equal to 101% of the accreted value (original principal
           amount plus accrued interest) before February 15, 2005, or 101% of
           the principal amount at maturity thereafter; and

           Restrictive Covenants - The indenture governing the Notes contain
           covenants that, among other things and subject to important
           exceptions, limit our ability and the ability of our subsidiaries to
           incur additional debt, issue preferred stock, pay dividends, redeem
           capital stock or make other restricted payments or investments as
           defined by the Notes Offering, create liens on assets, merge,
           consolidate or dispose of assets, or enter into transactions with
           affiliates and change lines of business.

       Nortel/EDC Credit Facility - On February 8, 2000 Alamosa entered into an
       Amended and Restated Credit Agreement with Nortel Networks Inc., and on
       June 23, 2000, Nortel assigned the entirety of its loans and commitments
       under the Amended and Restated Credit Agreement to Export Development
       Corporation (the "Nortel/EDC Credit Facility"). The proceeds of the
       Nortel/EDC Credit Facility are used to purchase equipment, to fund the
       construction of the Company's portion of the Sprint PCS network, and to
       pay associated financing costs. The financing terms permitted Alamosa to
       borrow $250 million (which was subsequently reduced to $175 million as a
       result of the prepayment of $75 million outstanding) under three
       commitment tranches through February 18, 2002, and requires minimum
       equipment purchases.

       The Nortel/EDC Credit Facility is collateralized by all of Alamosa's
       current and future assets and capital stock. Alamosa is required to
       maintain certain financial ratios and other financial conditions
       including minimum levels of revenue and wireless subscribers. In
       addition, Alamosa is required to maintain a $1 million cash balance as
       collateral against the facility. At December 31, 1999, Alamosa was not in
       compliance with this agreement; however, a waiver of this requirement was
       obtained from Nortel.

       Alamosa may borrow money under the Nortel/EDC Credit Facility as either a
       base rate loan with an interest rate of prime plus 2.75%, or a Eurodollar
       loan with an interest rate of the London interbank offered rate, commonly
       referred to as LIBOR, plus 3.75%. The LIBOR interest rate was 6.778% at
       June 30, 2000. In addition, an annual unused facility fee of 0.75% will
       be charged beginning August 8, 2000 on the portion of



                                       9
<PAGE>   10


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


       the available credit that has not been borrowed. Interest accrued through
       the two-year anniversary from the closing date can be added to the
       principal amount of the loan. Thereafter, interest is payable monthly in
       the case of base rate loans and at the end of the applicable interest
       period, not to exceed three months, in the case of Eurodollar loans.
       Interest expense for the period ended June 30, 2000 totaled $948,345.
       Principal is payable in 20 quarterly installments beginning September 30,
       2002 (except that installments of principal must be paid beginning March
       31, 2001 if we have not borrowed an additional approximately $45.5
       million by February 8, 2001. Alamosa may voluntarily prepay any of the
       loans at any time, but any amount repaid may not be reborrowed since
       there are no revolving credit features. Alamosa must make mandatory
       prepayments under certain circumstances, including 50% of the excess cash
       flow, as computed under the Nortel/EDC Credit Facility, after March 31,
       2003 and any amount in excess of $250,000 received for asset sales
       outside the ordinary course of business or insurance proceeds, to the
       extent not reinvested in property or assets within a stated period of
       time. Mandatory prepayments of excess cash flow will be required sooner
       if Alamosa has not borrowed an additional approximately $45.5 million by
       February 8, 2001, or if Alamosa fully borrows all amounts that it is
       entitled to borrow under the Tranche A commitment before March 31, 2002.
       All prepayments are applied to the outstanding loan balances pro rata in
       the inverse order of maturity, except where there is a borrowing base
       shortage, in which case prepayments are first applied there, and then pro
       rata among all three commitment tranches.

       The original commitment terms provided for warrants representing 2% of
       the outstanding common stock of Holdings. These warrants were eliminated,
       by prior agreement, when Alamosa used $75 million of the equity
       contribution from Holdings to prepay, in February 2000, amounts
       previously borrowed under the Nortel/EDC Credit Facility.

       In addition to the $75 million prepayment, in conjunction with the
       closing of the new facility, Alamosa also paid accrued interest of
       approximately $852,500 and origination fees and expenses of $3,995,000.

       As a condition of the financing, Sprint PCS has entered into a consent
       and agreement with Nortel that modifies Sprint PCS's rights and remedies
       under its affiliation agreements with Alamosa. Among other things, Sprint
       PCS consented to the pledge of substantially all of Alamosa's assets to
       Nortel, including the affiliation agreements. In addition, Sprint PCS may
       not terminate the affiliation agreements with Alamosa and must maintain
       10 MHz of PCS spectrum in Alamosa's markets until the Nortel/EDC Credit
       Facility is satisfied or Alamosa's assets are sold pursuant to the terms
       of the consent and agreement with Nortel.

       Alamosa incurred approximately $8,256,000 of costs associated with
       obtaining the Nortel/EDC Credit Facility. Those costs consisted of loan
       origination fees, legal fees and other debt issuance costs that have been
       capitalized and are being amortized to interest expense using the
       straight-line method over the term of the Nortel/EDC Credit Facility.

       On June 23, 2000, Nortel assigned the entirety of its loans and
       commitments under the Nortel/EDC Credit Facility to Export Development
       Corporation ("EDC"). This assignment provides for the advancement of term
       loan facilities in the aggregate principal amount of $175,000,000. The
       proceeds of the Nortel/EDC Credit Facility will be used to finance a
       portion of the Company's costs to construct and operate its PCS systems.

       Terms and conditions of the Nortel/EDC Credit Facility after the
       assignment on June 23, 2000 are essentially the same as before the
       assignment. However, the Company is no longer required to maintain a $1
       million cash balance as collateral against the Nortel/EDC Credit
       Facility.


6.     STOCK-BASED COMPENSATION

       Holdings adopted an Incentive Stock Option Plan (the "Plan") effective
       November 12, 1999, which provides for the granting of either incentive
       stock options or nonqualified stock options to purchase shares of



                                       10
<PAGE>   11


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


       Holdings' common stock and for other stock-based awards to officers,
       directors and key employees for the direction and management of the
       Company and to non-employee consultants and independent contractors. At
       December 31, 1999, 7,000,000 shares of common stock were reserved for
       issuance under the Plan. The compensation committee of the board of
       directors administers the Plan and determines grant prices and vesting
       periods.

       The Company applies APB No. 25, "Accounting for Stock Issued to
       Employees" and related interpretations in accounting for its employee and
       non-employee director stock options and applies SFAS No. 123, "Accounting
       for Stock Based Compensation" and related interpretations in accounting
       for other non-employee options. Total non-cash compensation expense of
       $2,793,832 was recorded as of June 30, 1999. As of June 30, 2000, the
       Company has recorded compensation of $15,156,376. This amount is being
       recognized over the vesting period in accordance with FASB Interpretation
       No. 28 when applicable. As of June 30, 2000, non-cash compensation of
       $4,893,746 and $921,116 has been recognized for the year and quarter,
       respectively.

       The following summarizes activity under the Company's stock option plans:

<TABLE>
<CAPTION>

                                                                 Number of options
                                                          ------------------------------
                                                          Six months
                                                             ended          Year ended
                                                            June 30,        December 31,
                                                             2000              1999
                                                          ----------        ------------
<S>                                                       <C>               <C>
Options outstanding at beginning of period                 5,282,000            873,000
Granted                                                      209,900          5,282,000
Exercised                                                         --                 --
Cancelled                                                    (25,000)          (873,000)
                                                          ----------         ----------

Options outstanding at the end of the period               5,466,900          5,282,000
                                                          ==========         ==========
</TABLE>


7.     COMMITMENTS AND CONTINGENCIES

       On December 21, 1998, Alamosa entered into a three-year agreement with
       Nortel to purchase network equipment and infrastructure. Pursuant to that
       agreement, Nortel also agreed to provide installation and optimization
       services, such as network engineering and radio frequency engineering,
       for the equipment and to grant Alamosa a nonexclusive license to use the
       software associated with the Nortel equipment. Under the original
       agreement, Alamosa committed to purchase $82.0 million worth of equipment
       and services from Nortel, and Nortel agreed to finance these purchases
       pursuant to the Nortel/EDC Credit Facility. Under the agreement, Alamosa
       received a discount on the network equipment and services because of the
       Company's affiliation with Sprint PCS, but paid a premium on any
       equipment and services financed by Nortel. If Alamosa's affiliation with
       Sprint PCS ends, Nortel has the right to either terminate the agreement
       or, with Alamosa's consent, modify the agreement to establish new prices,
       terms and conditions. On February 8, 2000, the Company amended its
       equipment purchase contract with Nortel and increased its purchase
       commitment to $167 million. In addition, the requirement to pay a premium
       for purchases financed by Nortel was eliminated.

       Contract for towers - On February 22, 2000, the Company entered into a
       Master Design Build Agreement with a tower contractor to provide towers
       in the expansion areas including Wisconsin.



                                       11
<PAGE>   12


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.     STOCKHOLDERS' EQUITY

       On October 29, 1999, Holdings filed a registration statement with the
       Securities and Exchange Commission for the sale of 10,714,000 shares of
       its common stock (the "Stock Offering"). The Stock Offering became
       effective and the shares were issued on February 3, 2000 at the initial
       price of $17.00 per share. Subsequently, the underwriters exercised their
       over-allotment option of 1,607,100 shares. Holdings received net proceeds
       of $193.8 million after commissions of $13.3 million and expenses of
       approximately $1.5 million. The proceeds of the Stock Offering are to be
       used for the build out of the system, to fund operating working capital
       needs and for other general corporate purposes.

9.     INCOME TAXES

       Prior to February 1, 2000, the Company's predecessor operated as a
       limited liability company (LLC) under which losses for income tax
       purposes were utilized by the LLC members on their income tax returns.
       Subsequent to January 31, 2000, the Company became a C-Corp for federal
       income tax purposes and therefore subsequent losses became net operating
       loss ("NOL") carry forwards of the Company.

       No benefit for federal income tax has been recorded for the six months
       ended June 30, 2000 as the net deferred tax asset if fully reserved
       because of the uncertainties regarding the Company's ability to utilize
       the asset in future years.

10.    SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOWS

       Accounts payable at December 31, 1999 and June 30, 2000 include
       $9,096,776 and $27,355,920, respectively, of property and equipment
       additions. Additions to Property and Equipment of $44,048,794 in the
       consolidated statements of cash flows for the six months ended June 30,
       2000 include payments of accounts payable outstanding at December 31,
       1999.

       Capital lease obligations of $146,379 were incurred during the six months
       ended June 30, 1999.

11.    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

       On December 3, 1999, the SEC released Staff Accounting Bulletin 101,
       "Revenue Recognition in Financial Statements" ("SAB 101"). This bulletin
       established more clearly defined revenue recognition criteria than
       previously existing accounting pronouncements, and specifically addresses
       revenue recognition requirements for nonrefundable fees, such as
       activation fees, collected by a company upon entering into an arrangement
       with a customer, such as an arrangement to provide telecommunications
       services. On June 26, 2000, the SEC released SAB 101B, which delays the
       required implementation of SAB 101 until no later than the fourth quarter
       of fiscal years ending December 31, 2000. The Company believes that the
       effects of this bulletin will not be material to its financial position,
       results of operations or cash flows.

       The Company does not believe that any other recently issued accounting
       pronouncements will have a material impact on its financial position,
       results of operations or cash flows.

12.    SUBSEQUENT EVENTS

       On July 31, 2000, Holdings signed definitive agreements to merge two
       Sprint PCS affiliates, Roberts Wireless Communications, LLC ("Roberts")
       and Washington Oregon Wireless, LLC ("WOW") into its operations. Roberts
       has a management agreement with Sprint PCS to provide personal
       communications services to approximately 2.5 million residents primarily
       in the state of Missouri. WOW has a similar management agreement with
       Sprint PCS to provide services to approximately 1.5 million people
       primarily in Washington and Oregon.



                                       12
<PAGE>   13


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


       The consummation of these transactions contemplates a merger of the
       Company, pursuant to which the Company, Roberts and WOW will become
       subsidiaries of a new holding company, Alamosa Holdings, Inc. ("New
       Holdings"), and the Company's stockholders will become stockholders of
       New Holdings.

       Roberts' owners will exchange 100 percent ownership interest in Roberts
       for 13.5 million shares of New Holdings and approximately $4.0 million in
       cash. New Holdings will assume the net debt of Roberts in the
       transaction, which amounted to $56.0 million as of June 30, 2000.

       WOW owners will exchange 100 percent ownership of WOW for 6.05 million
       shares of New Holdings and $12.5 million in cash. Holdings will assume
       the net debt of WOW in the transaction, which amounted to $10 million as
       of June 30, 2000.

       Each of these agreements is subject to the customary conditions to
       closing, and there is no guarantee that they will close on schedule or at
       all.

       On July 31, 2000, Holdings received a financing commitment from an
       investment banking firm for a new $200 million senior secured credit
       facility, to be made to a subsidiary of New Holdings ("Borrower"). The
       facility is to be used for the working capital and build-out needs for
       the Roberts and WOW acquisitions, including the repayment of any debt
       assumed. The term of the facility, which is composed of two tranches, is
       for seven years and the interest rate is to be determined. The facility
       requires a commitment fee and arrangement fees as well as warrants
       representing two percent of New Holdings' stock. These warrants, which
       will have a strike price of 20% over the Company's stock price at the
       date of closing, can be eliminated by the infusion of an additional $75
       million of equity into the subsidiary. The facility will require New
       Holdings and Borrower and/or Borrower's subsidiaries to maintain certain
       financial covenants.



                                       13
<PAGE>   14


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

FORWARD-LOOKING STATEMENTS

       This quarterly report on Form 10-Q includes "forward-looking statements"
       within the meaning of Section 27A of the Securities Act of 1933, as
       amended (the "Securities Act"), and Section 21E of the Securities
       Exchange Act of 1934, as amended (the "Exchange Act"), which can be
       identified by the use of forward-looking terminology such as, "may,"
       "might," "could," "would," "believe," "expect," "intend," "plan," "seek,"
       "anticipate," "estimate," "project" or "continue" or the negative thereof
       or other variations thereon or comparable terminology.

       These forward-looking statements are subject to risks and uncertainties
       that could cause actual results to differ materially from those referred
       to in the forward-looking statements. Factors that might cause such a
       difference include, but are not limited to, those discussed in "Item 1.
       Business" and "Item 7. Management's Discussion and Analysis of Financial
       Condition and Results of Operation" of the Company's 1999 Annual Report
       on Form 10-K.

       Readers are cautioned not to place undue reliance on these
       forward-looking statements, which reflect management's analysis only as
       of the date hereof. The Company does not undertake any obligation to
       publicly revise these forward-looking statements to reflect events or
       circumstances that arise after the date hereof. Readers should carefully
       review the risk factors described in other documents the Company files
       from time to time with the Securities and Exchange Commission.

OVERVIEW

       As a development stage enterprise, we had very limited operations, very
       limited revenues, significant losses, substantial future capital
       requirements and an expectation of continued losses. As of January 1,
       2000, we are no longer considered to be in a development stage. As a
       result of significant operational results reflected in the June 30, 2000
       financial statements presented in this quarterly report on Form 10-Q, a
       comparison of these results to the same period for 1999 may not be
       meaningful.

       Since our inception, we have incurred substantial costs to negotiate our
       contracts with Sprint PCS and our debt financing, to raise funds in the
       public market, to engineer our wireless system, to develop our business
       infrastructure and distribution channels and to begin the build-out of
       our portion of the Sprint PCS network. As of June 30, 2000, our
       accumulated deficit was $62.2 million. Through June 30, 2000, we incurred
       $142.0 million of capital expenditures and construction in progress
       related to the build-out of our portion of the Sprint PCS network. While
       we anticipate operating losses to continue, we expect revenue to increase
       substantially as the base of Sprint PCS subscribers located in our
       territory increases.

       On July 17, 1998, we entered into our affiliation agreements with Sprint
       PCS. We subsequently amended our affiliation agreements with Sprint PCS
       to expand our territory so that it will include approximately 8.4 million
       residents.

       As a Sprint PCS affiliate, we have the exclusive right to provide digital
       wireless personal communication services under the Sprint and Sprint PCS
       brand names in our territory. We are responsible for building, owning and
       managing the portion of the Sprint PCS network located in our territory.
       We market wireless products and services in our territory under the
       Sprint and Sprint PCS brand names. We offer national plans designed by
       Sprint PCS and intend to offer specialized local plans tailored to our
       market demographics. Our portion of the Sprint PCS network is designed to
       offer a seamless connection with Sprint PCS's 100% digital wireless
       network. We market wireless products and services through a number of
       distribution outlets located in our territory, including our own Sprint
       PCS stores, major national distributors and third party local
       representatives.



                                       14
<PAGE>   15


       We launched Sprint PCS service in our first market, Laredo, Texas, in
       June 1999, and have since commenced service in twelve additional markets:
       Albuquerque, Santa Fe and Las Cruces, New Mexico, and El Paso, Lubbock,
       Amarillo, Midland, Odessa, Abilene, San Angelo, Eagle Pass and Del Rio,
       Texas. Our systems cover approximately 3.1 million residents out of
       approximately 4.1 million total residents in those markets. The number of
       residents covered by our systems does not represent the number of Sprint
       PCS subscribers that we expect to be based in our territory. As of June
       30, 2000, 69,569 Sprint PCS subscribers were based in our territory.

       We recognize 100% of revenues from Sprint PCS subscribers based in our
       territory, proceeds from the sales of handsets and accessories and fees
       from Sprint PCS and other wireless service providers when their customers
       roam onto our portion of the Sprint PCS network. Sprint PCS retains 8% of
       all collected revenue from Sprint PCS subscribers based in our territory
       and fees from wireless service providers other than Sprint PCS when their
       subscribers roam onto our portion of the Sprint PCS network. We report
       the amount retained by Sprint PCS as an operating expense.

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

SEASONALITY

       Our business is subject to seasonality because the wireless industry is
       heavily dependent on fourth quarter results. Among other things, the
       industry relies on significantly higher customer additions and handset
       sales in the fourth quarter as compared to the other three fiscal
       quarters. A number of factors contribute to this trend, including:

           the increasing use of retail distribution, which is dependent upon
           the year-end holiday shopping season;

           the timing of new product and service announcements and
           introductions;

           competitive pricing pressures; and

           aggressive marketing and promotions.


RESULTS OF OPERATIONS

FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE QUARTER AND
SIX MONTHS ENDED JUNE 30, 1999

       Alamosa launched its first wireless PCS network in Laredo, Texas, on June
       21, 1999. Because of this very limited time of operations for the quarter
       and six months ended June 30, 1999, comparisons with the same period of
       2000 may not be meaningful.

       Net Loss. Our net loss for the quarter ended June 30, 2000 was
       $12,907,801 compared to our net loss of $4,017,753 for the quarter ended
       June 30, 1999. Our net loss for the six months ended June 30, 2000 was
       $28,487,675 compared to our net loss of $5,762,562 for the six months
       ended June 30, 1999.

       Service Revenues. Service revenues during the quarter and six months
       ended June 30, 2000 in the amounts of $15,044,154 and $25,146,175,
       respectively, were comprised of subscriber revenue of $10,733,552 and
       $17,830,119, respectively, and roaming revenue of $4,310,602 and
       $7,316,055, respectively. Subscriber revenue consists of payments
       received from Sprint PCS subscribers based in our territory for monthly
       Sprint



                                       15
<PAGE>   16


       PCS service in our territory under a variety of service plans. These
       plans generally reflect the terms of national plans offered by Sprint PCS
       and are issued on a month-to-month basis. We receive Sprint PCS roaming
       revenue at a per minute rate from Sprint PCS or another Sprint PCS
       affiliate when Sprint PCS subscribers based outside of our territory use
       our portion of the Sprint PCS network.

       Non-Sprint PCS roaming revenue primarily consists of fees collected from
       Sprint PCS customers based in our territory when they roam on non-Sprint
       PCS networks. These fees are based on rates specified in the customers'
       contracts. However, it is possible that in some cases these fees may be
       less than the amount we must pay to other wireless service providers that
       provide service to Sprint PCS customers based in our territory.
       Non-Sprint PCS roaming revenue also includes payments from wireless
       service providers, other than Sprint PCS, when those providers' customers
       roam on our portion of the Sprint PCS network.

       For the six months ended June 30, 2000, average monthly revenue per user
       including roaming revenue was approximately $83. Without roaming revenue,
       average monthly revenue per unit was $59. For the quarter ended June 30,
       2000, our average monthly revenue per user including roaming revenue, was
       approximately $83 and without roaming revenue was approximately $60.

       Product Sales. 100% of the revenue from the sale of handsets and
       accessories net of an allowance for returns, are recorded as product
       sales. The amount recorded during the quarter ended June 30, 2000 totaled
       $2,189,066 as compared to $33,588 for the quarter ended June 30, 1999.
       For the six months ended June 30, 2000, product sales totaled $3,772,424
       compared to $33,588 for the same period of 1999. Sprint PCS's handset
       return policy allows customers to return their handsets for a full refund
       within 14 days of purchase. When handsets are returned to us, we may be
       able to reissue the handsets to customers at little additional cost to
       us. However, when handsets are returned to Sprint PCS for refurbishing,
       we receive a credit from Sprint PCS, which is less than the amount we
       originally paid for the handset.

       Cost of Service and Operations. Expenses totaling $11,048,705 during the
       quarter ended June 30, 2000 related to providing wireless services to
       customers. These expenses totaled $668,319 for the quarter ended June 30,
       1999. For the six months ended June 30, 2000 and 1999, these expenses
       totaled $18,450,562 and $668,319, respectively. Among these costs are the
       cost of operations, fees related to data transfer via T-1 and other
       transport lines, inter-connection fees, Sprint PCS roaming fees,
       non-Sprint PCS roaming fees and other expenses related to operations. We
       pay Sprint PCS roaming fees when Sprint PCS subscribers based in our
       territory use the Sprint PCS network outside of our territory. Pursuant
       to our affiliation agreements with Sprint PCS, Sprint PCS can change this
       per minute rate. We pay non-Sprint PCS roaming fees to other wireless
       service providers when Sprint PCS customers based in our territory use
       their network.

       Cost of Products Sold. The cost of products sold totaled $2,063,279
       during the quarter ended June 30, 2000 and $32,458 for the quarter ended
       June 30, 1999. The cost of products sold totaled $3,674,997 and $32,458
       for the six months ended June 30, 2000 and 1999, respectively. These
       amounts include the total cost of accessories and the cost of handsets up
       to the retail sales price. The cost of handsets exceeds the retail sales
       price because we subsidize the price of handsets for competitive reasons.
       We recognize any excess of the cost of handsets over the retail sales
       price as selling and marketing expense.

       Selling and Marketing. Selling and marketing expenses totaled $9,380,383
       during the quarter ended June 30, 2000 and $955,878 during the quarter
       ended June 30, 1999. For the six months ended June 30, 2000 and 1999,
       selling and marketing expenses totaled $17,552,096 and $955,878,
       respectively. Sales and marketing expenses include advertising expenses,
       promotion costs, sales commissions and expenses related to our
       distribution channels. For the quarter ended June 30, 2000, the handset
       subsidy totaled $2,758,617 and $42,723 for the quarter ended June 30,
       1999. Handset subsidy for the six months ended June 30, 2000 totaled
       $5,618,843 as compared to $42,723 for the six months ended June 30, 1999.

       General and Administrative Expenses. General and administrative expenses
       include corporate costs and expenses other than those related to Cost of
       Operations and Selling and Marketing. These expenses totaled $2,072,436
       for the quarter ended June 30, 2000 and $450,518 for the quarter ended
       June 30, 1999. For the six months ended June 30, 2000, these expenses
       amounted to $3,457,200 and $1,425,893 for the six months



                                       16
<PAGE>   17


       ended June 30, 1999. During the quarter ended June 30, 1999, we incurred
       significant general and administrative expenses related to the
       development of our system. Virtually all of these expenses related to the
       start-up of the business and were expensed according to American
       Institute of Certified Public Accountants Statement of Position 98-5,
       "Reporting on the Costs of Start-up Activities."

       Non-cash Compensation Expense. Non-cash compensation expense totaled
       $921,116 for the quarter ended June 30, 2000 and $1,802,578 for the
       quarter ended June 30, 1999. For employees and non-employee directors,
       this expense was determined using the provisions of Accounting Principles
       Board Opinion No. 25 "Accounting for Stock Issued to Employees" and was
       based on the estimated intrinsic value of the options at the measurement
       date. The estimated intrinsic value represents the excess of the
       estimated fair value over the exercise price of the option. For other
       non-employees, this expense was determined using provisions of SFAS No.
       123, "Accounting for Stock Based Compensation." Total non-cash
       compensation expense recognized for the six months ended June 30, 2000
       was $4,893,746 and $2,793,832 for the six months ended June 30, 1999.

       Related Party Expenses. Related party expenses totaled $577,261 for the
       quarter ended June 30, 2000 and $117,327 for the quarter ended June 30,
       1999. Related party expenses totaled $916,207 and $225,152 for the six
       month periods ended June 30, 2000 and 1999, respectively, and was
       primarily comprised of information technology and other professional
       consulting expenses incurred in connection with a contract between us and
       a telecommunications engineering and consulting firm. Several key
       officers and owners of this consulting firm have an equity ownership
       interest in us.

       Depreciation and Amortization. Depreciation and amortization during the
       quarter ended June 30, 2000 totaled $2,490,990 and $118,432 for the
       quarter ended June 30, 1999. For the six month periods ended June 30,
       2000 and 1999, depreciation and amortization expenses totaled $4,747,937
       and $127,056, respectively. Depreciation is calculated using the
       straight-line method over the useful life of the asset. We begin to
       depreciate the assets for each market only after we launch that market.

       Interest and Other Income. Interest and other income totaled $4,407,978
       and $103,803 during the quarters ended June 30, 2000 and 1999,
       respectively, and $6,722,463 and $341,071 for the six months ended June
       30, 2000 and 1999, respectively. Interest and other income generally have
       been generated from the investment of equity and loan proceeds held in
       liquid accounts waiting to be deployed.

       Interest Expense. Interest expense totaled $6,572,090 during the quarter
       ended June 30, 2000 and $128,285 for the quarter ended June 30, 1999. For
       the six months ended June 30, 2000, interest expense totaled $11,352,199
       as compared to $135,379 for the same period of 1999. Interest expense in
       2000 is primarily due to the accretion of interest related to the Senior
       Discount Notes. Interest expense in 1999 was the result of debt
       outstanding on a bank line of credit.

INCOME TAXES

       We account for income taxes in accordance with Statement of Financial
       Accounting Standards No. 109, "Accounting for Income Taxes." The deferred
       tax asset generated, primarily from temporary differences related to the
       treatment of start-up costs, unearned compensation and from net operating
       loss carry forwards, was offset by a full valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES

       We have financed our operations through capital contributions from our
       owners, through debt financing and through proceeds generated by our
       initial public offering. On February 8, 2000 Alamosa entered into an
       Amended and Restated Credit Agreement with Nortel Networks, Inc., and on
       June 23, 2000, Nortel assigned the entirety of its loans and commitments
       under the Amended and Restated Credit Agreement to Export Development
       Corporation (the "Nortel/EDC Credit Facility").



                                       17
<PAGE>   18


       The Nortel/EDC Credit Facility was reduced by $75 million from the
       issuance of Senior Discount Notes, such that the Nortel/EDC Credit
       Facility provides advancing term loan facilities in the aggregate
       principal amount of $175 million. Terms and conditions of the Nortel/EDC
       Credit Facility after the assignment to EDC are substantially the same as
       those before the assignment. However, the Company is no longer required
       to maintain a $1 million cash balance as collateral against the
       Nortel/EDC Credit Facility.

       As of June 30, 2000, approximately $4.5 million of the $175 million
       Nortel/EDC Credit Facility had been drawn. The terms of the facility do
       not require cash interest payments until after the earlier of:

           February 8, 2001, if we have not borrowed at least an additional
           approximately $45.5 million under the Nortel/EDC Credit Facility by
           that time;

           February 8, 2002; and

           the date the Tranche C Commitment is fully funded.

Principal payments are scheduled to begin on:

           March 31, 2001, if we have not borrowed at least an additional
           approximately $45.5 million under the Nortel/EDC Credit Facility by
           February 8, 2001; or

           September 30, 2002.

       Our financing with EDC will be used to purchase equipment, pay interest
       and cover approved working capital costs. With the Nortel/EDC Credit
       Facility of $175 million, we are required to purchase a total of $167.0
       million of equipment and services from Nortel, and as of June 30, 2000,
       we had remaining commitments of $64.5 million.

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

       Net cash used in operating activities was $2,769,666 and $3,106,121 for
       the six months ended June 30, 2000 and 1999, respectively, and were
       primarily attributable to operating losses and working capital needs.

       Net cash used in investing activities was $65,271,540 for the six months
       ended June 30, 2000, and $5,914,605 for the six months ended June 30,
       1999. The cash used for the six months ended June 30, 2000 was related
       primarily to the purchase of office equipment, and network infrastructure
       needed to construct our portion of the Sprint PCS network and the
       purchase of short-term investments of $21,840,763. The cash used for the
       six months ended June 30, 1999 was primarily related to constructing our
       portion of the Sprint PCS network and office equipment.

       Net cash provided by financing activities for the six months ended June
       30, 2000 was $303,423,776, consisting primarily of net proceeds of
       approximately $195.0 million from our initial public offering and net
       proceeds of approximately $181.0 million related to the issuance of
       Senior Discount Notes, both of which occurred in February, 2000. Net cash
       provided by financing activities was $3,568,744 for the six months ended
       June 30, 1999 and was primarily related to capital contributions by our
       investors.

       As of June 30, 2000, the primary sources of liquidity for Alamosa were
       approximately $261.8 million in cash and short-term investments, and
       approximately $170 million of unused capacity under the $175.0 million
       Nortel/EDC Credit Facility.

       We believe that we have sufficient funds available through cash and
       investments and available borrowings to complete the current build-out
       plan and fund working capital losses through the year 2001. The actual
       funds



                                       18
<PAGE>   19


       required to build-out our portion of the Sprint PCS network and to fund
       operating losses and working capital needs may vary materially from our
       estimates, and additional funds could be required.

       On July 31, 2000, the Company signed definitive agreements to merge two
       Sprint PCS affiliates, Roberts Wireless Communications, LLC ("Roberts")
       and Washington Oregon Wireless, LLC ("WOW") into its operations. Roberts
       has a management agreement with Sprint PCS to provide personal
       communications services to approximately 2.5 million residents primarily
       in the state of Missouri. WOW has a similar management agreement with
       Sprint PCS to provide services to approximately 1.2 million people
       primarily in Washington and Oregon.

       Roberts' owners will exchange 100 percent ownership interest in Roberts
       for 13.5 million shares of New Holdings and approximately $4.0 million in
       cash. Holdings will assume the net debt of Roberts in the transaction,
       which amounted to $56.0 million as of June 30, 2000.

       WOW owners will exchange 100 percent ownership of WOW for 6.05 million
       shares of New Holdings and $12.5 million in cash. Holdings will assume
       the net debt of WOW in the transaction, which amounted to $10 million as
       of June 30, 2000.

       Each of these agreements is subject to the customary conditions to
       closing, and there is no guarantee that they will close on schedule or at
       all.

       On July 31, 2000, the Company received a financing commitment from an
       investment banking firm for a new $200 million senior secured credit
       facility, to be made to a subsidiary of a newly formed holding company of
       the Company. The facility is to be used for the working capital and
       build-out needs for the Roberts and WOW acquisitions, including the
       repayment of any debt assumed. The term of the facility, which is
       composed of two tranches, is for seven years and the interest rate is to
       be determined. The facility requires a commitment fee and arrangement
       fees as well as warrants representing two percent of the Company's stock.
       These warrants, which will have a sticker price of 20% over the Company's
       stock price at the date of closing, can be eliminated by the infusion of
       an additional $75 million of equity into the subsidiary. The facility
       will require the Company and/or its subsidiary to maintain certain
       financial covenants.

INFLATION

       Management believes that inflation has not had, and is not likely to
       have, a material adverse effect on our results of operations.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

       On December 3, 1999, the Securities and Exchange Commission ("SEC")
       released Staff Accounting Bulletin 101, "Revenue Recognition in Financial
       Statements" ("SAB 101"). This bulletin established more clearly defined
       revenue recognition criteria than previously existing accounting
       pronouncements, and specifically addresses revenue recognition
       requirements for nonrefundable fees, such as activation fees, collected
       by a company upon entering into an arrangement with a customer, such as
       an arrangement to provide telecommunications services. On June 26, 2000,
       the SEC released SAB 101B, which delays the required implementation of
       SAB 101 until no later than the fourth quarter of fiscal years ending
       December 31, 2000. We believe that the effects of this bulletin will not
       be material to our financial position, results of operations or cash
       flows.

       We do not believe that any other recently issued accounting
       pronouncements will have a material impact on our financial position,
       results of operations or cash flows.

DESCRIPTION OF OUR INDEBTEDNESS

       We entered into the original Nortel/EDC Credit Facility effective June
       10, 1999 with Nortel for $123 million. On February 8, 2000, we entered
       into an Amended and Restated Credit Agreement with Nortel to increase the



                                       19
<PAGE>   20


       Nortel/EDC Credit Facility to $250.0 million. As of June 23, 2000, we had
       borrowed $79.6 million under the facility and repaid $75 million, which
       reduced the facility to $175 million. We agreed that this $75 million
       would not be reborrowed from Nortel. On June 23, 2000, Nortel assigned
       the entirety of its loans and commitments under the Amended and Restated
       Credit Agreement to Export Development Corporation ("EDC"). Pursuant to
       our equipment agreement with Nortel, we are required to purchase a total
       of $167.0 million of equipment and services from Nortel, $112.2 million
       of which we were still required to purchase as of June 30, 2000.

       On December 23, 1999, Holdings filed a registration statement with the
       SEC for the issuance of $350 million face amount of Senior Discount Notes
       (the "Notes Offering"). The Notes Offering was completed on February 4,
       2000 and generated net proceeds of approximately $181 million after
       underwriters' commissions and expenses of approximately $6.5 million.

       For more information regarding the Nortel/EDC Credit Facility, the
       consent and agreement between Sprint PCS and Nortel regarding the rights
       and remedies of Sprint PCS and Nortel, and our senior discount notes, see
       "Item 7. Management's Discussion and Analysis of Financial Condition and
       Results of Operation" of the Company's 1999 Annual Report on Form 10-K.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       For the quarter ended June 30, 2000, we did not experience any material
       changes in market risk exposures that affect the quantitative and
       qualitative disclosures presented in our 1999 Annual Report on Form 10-K.


PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

       We commenced our initial public offering on February 3, 2000 pursuant to
       a Registration Statement on Form S-1, file no. 333-89995, that was
       declared effective on February 2, 2000. On February 8, 2000, we
       consummated the offering. In the offering, we registered and sold an
       aggregate of 12,321,100 shares of our common stock, including 1,607,100
       shares of common stock pursuant to the exercise of the underwriters'
       over-allotment option. The aggregate price of the shares offered and sold
       was approximately $208.6 million. Our net proceeds, after accounting for
       approximately $13.6 million in underwriting discounts, commissions and
       other related expenses, were approximately $195 million.

       We commenced our sale of the senior discount notes on February 3, 2000
       pursuant to a Registration Statement on Form S-1, file no. 333-93499,
       that was declared effective on February 2, 2000. On February 8, 2000, we
       consummated the offering. In the offering, we registered and sold $350
       million aggregate principal amount at maturity of the senior discount
       notes at an aggregate price to the public of $187.1 million. Our net
       proceeds from the sale of the senior discount notes, after accounting for
       approximately $6.5 million in underwriting discounts and commissions and
       other offering expenses, were approximately $181 million.

       As of July 20, 2000, approximately $125 million of the net proceeds from
       the sales of the registered securities had been used, including $75
       million of indebtedness outstanding under the Nortel/EDC Credit Facility,
       $4 million of origination fees in connection with the Nortel/EDC Credit
       Facility and $46 million for capital expenditures and working capital
       purposes. The balance of the net proceeds were invested in short-term
       interest-bearing investment grade securities.



                                       20
<PAGE>   21


       None of the net offering proceeds was, directly or indirectly, paid by us
       to our directors or officers or their associates, persons owning 10% or
       more of any class of our securities, or our affiliates, except that
       portions of the proceeds of the offering will be paid to CHR Solutions in
       connection with the build out of our network. Mr. David Sharbutt, New
       Holdings' chairman and chief executive officer, is also a senior
       consultant, director and shareholder of CHR Solutions. For the year to
       date 2000, the Company has paid approximately $3.1 million to CHR
       Solutions.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

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

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)     Reports on Form 8-K:

                   None

         (b)     Exhibits:

         27.1  Financial Data Schedule*

-----------------------
* Filed herewith.




                                       21
<PAGE>   22


                                   SIGNATURES

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

                                    ALAMOSA PCS HOLDINGS, INC.,
                                    Registrant

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

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

August 14, 2000



                                       22
<PAGE>   23


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
<S>            <C>
  27.1         Financial Data Schedule*
</TABLE>

-----------------------
* Filed herewith.