<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 MARCH 31, 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.
             (Exact name of registrant as specified in its charter)


         DELAWARE                                              75-2853707
----------------------------------                      -----------------------
 (STATE OR OTHER JURISDICTION                                (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NUMBER)


                             4403 Brownfield Highway
                              Lubbock, Texas 79407
          (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      No  X
                                              ---     ---

     61,354,606 shares of Common Stock, $0.01 par value per share, were
outstanding as of April 20, 2000.


<PAGE>   2

                           ALAMOSA PCS HOLDINGS, INC.

                                TABLE OF CONTENTS
                          QUARTER ENDED MARCH 31, 2000

PART I              FINANCIAL INFORMATION

Item 1.             Financial Statements

                    Consolidated Balance Sheets at March 31, 2000 (unaudited)
                    and December 31, 1999

                    Consolidated Statements of Operations (unaudited) for the
                    three months ended March 31, 2000 and 1999

                    Consolidated Statements of Stockholders' Equity (unaudited)
                    for the three months ended March 31, 2000

                    Consolidated Statements of Cash Flows (unaudited) for the
                    three months ended March 31, 2000 and 1999

                    Notes to the Consolidated Financial Statements

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

Item 3.             Quantitative and Qualitative Disclosures About Market Risk

PART II             OTHER INFORMATION

Item 1.             Legal Proceedings

Item 2.             Changes in Securities and Use of Proceeds

Item 3.             Defaults Upon Senior Securities

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

Item 5.             Other Information

Item 6.             Exhibits and Reports on Form 8-K




                                       2


<PAGE>   3

                          PART I FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                  MARCH 31,      DECEMBER 31,
                                                                    2000            1999
                                                                (unaudited)
                                                               -------------    -------------

<S>                                                            <C>             <C>
ASSETS

Current assets:
   Cash and cash equivalents                                   $ 283,880,790    $   5,655,711
   Short-term investments                                         15,063,018               --
   Accounts receivable, net of allowance for doubtful
         accounts                                                    889,214        1,675,636
   Inventory                                                       2,806,842        5,777,375
   Prepaid expenses and other assets                                 722,573          882,516
                                                               -------------    -------------
       Total current assets                                      303,362,437       13,991,238

Property and equipment, net                                       91,439,091       84,713,724
Debt issuance costs, net                                          14,137,507        3,743,308
Restricted cash                                                    1,000,000          518,017
Other noncurrent assets                                              177,289        1,525,912
                                                               -------------    -------------

       Total assets                                            $ 410,116,324    $ 104,492,199
                                                               =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses                       $  15,689,939    $  15,203,103
   Accounts payable to related parties                               662,146        1,182,225
   Current installments of capital leases                             22,368           21,818
   Bank line of credit                                                    --          363,665
   Microwave relocation obligation                                 3,578,155        3,578,155
                                                               -------------    -------------
       Total current liabilities                                  19,952,608       20,348,966
</TABLE>




                                       3


<PAGE>   4

<TABLE>
<CAPTION>
                                                                  MARCH 31,      DECEMBER 31,
                                                                    2000            1999
                                                                (unaudited)
                                                               -------------    -------------

<S>                                                            <C>             <C>
Long-term debt                                                   195,103,423       71,876,379
Capital lease obligations, noncurrent                                821,221          827,024
                                                               -------------    -------------
       Total liabilities                                         215,877,252       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 March 31, 2000 and December 31, 1999,
     respectively                                                    613,546          485,000
   Additional paid-in capital                                    245,539,316       50,824,876
   Accumulated Deficit                                           (49,339,555)     (33,759,681)
   Unearned compensation                                          (2,574,235)      (6,110,365)
                                                               -------------    -------------

       Total stockholders' equity                                194,239,072       11,439,830
                                                               -------------    -------------

       Total liabilities and stockholders' equity              $ 410,116,324    $ 104,492,199
                                                               =============    =============
</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 STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                    THREE           THREE
                                                                 MONTHS ENDED    MONTHS ENDED
                                                                MARCH 31, 2000  MARCH 31, 1999
                                                                --------------  --------------

<S>                                                             <C>             <C>
Revenues:
   Service revenue                                               $ 10,102,021    $         --
   Product sales                                                    1,583,358              --
                                                                 ------------    ------------

       Total revenue                                               11,685,379              --
                                                                 ------------    ------------

Costs and expenses:
   Cost of service and operations                                   7,269,294              --
     Cost of service and operations - related parties                 132,563              --
   Cost of products sold                                            1,611,718              --
   Selling and marketing                                            8,102,470              --
     Selling and marketing - related parties                           69,243              --
   General and administrative expenses (excluding non-cash
     compensation expense)                                          1,247,624         867,460
     Non-cash compensation expense                                  3,972,630         991,254
     General and administrative - related parties                     137,140         107,825
   Depreciation and amortization                                    2,256,947           8,624
                                                                 ------------    ------------

       Total costs and expenses                                    24,799,629       1,975,163
                                                                 ------------    ------------

       Loss from operations                                       (13,114,250)     (1,975,163)
Interest and other income                                           2,314,485         237,268
Interest expense                                                   (4,780,109)         (7,094)
                                                                 ------------    ------------

       Net loss                                                  $(15,579,874)   $ (1,744,989)
                                                                 ============    ============

       Net loss per common share, basic and diluted              $      (0.27)   $      (0.04)
                                                                 ============    ============

       Weighted average common shares outstanding,
          basic and diluted                                        56,698,911      48,500,008
                                                                 ============    ============
</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 STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)


<TABLE>
<CAPTION>
                                    PREFERRED STOCK                  COMMON STOCK            ADDITIONAL
                            -----------------------------   -----------------------------      PAID-IN       ACCUMULATED
                               SHARES          AMOUNT          SHARES          AMOUNT          CAPITAL         DEFICIT
                            -------------   -------------   -------------   -------------   -------------   -------------

<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Balance, January 1, 2000               --              --      48,500,008         485,000      50,824,876     (33,759,681)
Initial public offering                --              --      12,321,100         123,211     193,664,076              --
Exercise of stock options              --              --         533,498           5,335         613,864              --
Amortization of unearned
 compensation                          --              --              --              --              --              --
Unearned Compensation                  --              --              --              --         436,500              --
Net loss                               --              --              --              --              --     (15,579,874)
                            -------------   -------------   -------------   -------------   -------------   -------------
Balance March 31, 2000                 --   $          --      61,354,606   $     613,546   $ 245,539,316   $ (49,339,555)
                            =============   =============   =============   =============   =============   =============

<CAPTION>
                              UNEARNED
                            COMPENSATION          TOTAL
                            -------------    -------------

<S>                         <C>              <C>
Balance, January 1, 2000       (6,110,365)      11,439,830
Initial public offering                --      193,787,287
Exercise of stock options              --          619,199
Amortization of unearned
 compensation                   3,972,630        3,972,630
Unearned Compensation            (436,500)              --
Net loss                               --      (15,579,874)
                            -------------    -------------
Balance March 31, 2000      $  (2,574,235)   $ 194,239,072
                            =============    =============
</TABLE>



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



                                       6


<PAGE>   7


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                THREE MONTHS    THREE MONTHS
                                                                    ENDED          ENDED
                                                               MARCH 31, 2000  MARCH 31, 1999
                                                               --------------  --------------

<S>                                                            <C>              <C>
Cash flows from operating activities:
Net loss                                                       $ (15,579,874)   $  (1,744,989)
Adjustments to reconcile net loss to net cash used in
   operating activities:
   Non-cash compensation expense                                   3,972,630          991,254
   Depreciation and amortization                                   2,256,947            8,624
   Amortization of debt issuance costs                               283,312               --
   Deferred interest expense                                       4,248,576               --
   Loss from disposition of interest rate cap premiums               266,178               --
  (Increase) decrease in asset accounts:
     Accounts receivable                                             786,421          (80,465)
     Inventory                                                     2,970,533          (14,314)
     Prepaid expenses and other assets                                66,650               --
   Increase (decrease) in liability accounts:
     Accounts payable and accrued expenses                         1,632,950         (414,159)
                                                               -------------    -------------

       Net cash provided by (used in) operating
          activities                                                 904,323       (1,254,049)
                                                               -------------    -------------

Cash flows from investing activities:
   Additions to property and equipment                           (10,648,505)      (1,452,445)
   Purchase of short-term investments                            (15,063,018)              --
   Change in restricted cash                                        (481,983)              --
                                                               -------------    -------------

       Net cash used in investing activities                     (26,193,506)      (1,452,445)
                                                               -------------    -------------

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                                           (10,677,511)        (137,026)
   Stock options exercised                                           619,199               --
   Proceeds from issuance of long-term debt                        7,758,175               --
   Repayments of long-term debt                                  (76,239,373)              --
   Payments on capital leases                                         (5,253)         (10,761)
   Interest rate cap premiums                                        (27,400)              --
                                                               -------------    -------------

       Net cash provided by (used in) financing
          activities                                             303,514,262         (147,787)
                                                               -------------    -------------


       Net increase (decrease) in cash and cash
           equivalents                                           278,225,079       (2,854,281)
Cash and cash equivalents at beginning of period                   5,655,711       13,529,077
                                                               -------------    -------------

Cash and cash equivalents at end of period                     $ 283,880,790    $  10,674,796
                                                               =============    =============

Supplemental disclosure - cash paid for interest               $     881,692    $       7,094
                                                               =============    =============
</TABLE>


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


                                       7


<PAGE>   8


          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 March 31, 2000, and the
     unaudited consolidated statements of operations and cash flows for the
     three months ended March 31, 2000 and 1999, and the unaudited Consolidated
     Statement of Stockholders' Equity for the three months ended March 31, 2000
     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 ended March 31, 2000 are not necessarily
     indicative of results that may be expected for the year ending December 31,
     2000.


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.


                                       8


<PAGE>   9


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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
     March 31, 2000 exclude incremental potential common shares from stock
     options because inclusion would have been antidilutive.


4.   PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:


<TABLE>
<CAPTION>
                                        MARCH 31,      DECEMBER 31,
                                          2000            1999
                                      ------------    ------------

<S>                                   <C>             <C>
Land and buildings                    $  2,944,419    $  2,817,426
Network equipment                       86,297,103      76,867,836
Vehicles                                   500,629         477,353
Furniture and office equipment           2,876,868       2,266,966
                                      ------------    ------------

                                        92,619,019      82,429,581
Accumulated depreciation                (5,185,607)     (2,974,674)
                                      ------------    ------------

        Subtotal                        87,433,412      79,454,907
                                      ------------    ------------

Microwave relocation costs               3,578,155       3,578,155
Accumulated amortization                  (130,325)        (84,312)
                                      ------------    ------------

        Subtotal                         3,447,830       3,493,843
                                      ------------    ------------

Construction in progress
   Network equipment                       557,849         374,680
   Leasehold improvements                       --       1,390,294
                                      ------------    ------------

        Subtotal                           557,849       1,764,974
                                      ------------    ------------

        Total                         $ 91,439,091    $ 84,713,724
                                      ============    ============
</TABLE>



                                       9


<PAGE>   10

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


5.   LONG-TERM DEBT

<TABLE>
<CAPTION>
     Long-term debt consisted of the following:                       March 31,    December 31,
                                                                        2000           1999
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
     Debt outstanding under credit facilities:
         Senior subordinated discount notes                         $190,514,047   $         --
         Nortel credit facility                                        4,589,376     71,876,379
         Bank Line of credit                                                  --        363,665
                                                                    ------------   ------------
     Total long-term debt                                            195,103,423     72,240,044
     Less current maturities                                                  --        363,665
                                                                    ------------   ------------
     Long-term obligations, excluding current maturities            $195,103,423   $ 71,876,379
                                                                    ============   ============
</TABLE>

     Senior Discount Notes - On December 23, 1999, Holdings filed a registration
     statement with the Securities and Exchange Commission 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. The Senior Discount Notes ("Notes")
     mature in ten years (February 15, 2010) and 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 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:

          o    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;

          o    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 senior
               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 non-guarantor subsidiaries. Therefore,
               financial statements of guarantor subsidiaries have been omitted;

          o    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%;


                                       10


<PAGE>   11


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


          o    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

          o    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 Credit Facility - On February 8, 2000 Alamosa entered into an
     Amended and Restated credit agreement (the "Agreement") with Nortel
     Networks, Inc. The proceeds of that 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
     permit Alamosa to borrow $250 million under three commitment tranches
     through February 18, 2002, and requires minimum equipment purchases.

     The Nortel 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 $1,000,000 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 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 6.29% at
     March 31, 2000. In addition, an annual unused facility fee of 0.75% will be
     charged beginning six months after the closing date on the portion of the
     available credit that has not been borrowed. Interest accrued through the
     two-year anniversary from the closing date is 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 March 31, 2000 totaled $830,529. Principal is payable in 20
     quarterly installments beginning February 18, 2002. 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 credit agreement, after March 31,
     2002 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. 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 the Nortel debt in February 2000. Under the
     circumstances provided in the Agreement, those prepaid amounts may be
     re-borrowed



                                       11

<PAGE>   12

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


     In addition to the $75 million prepayment, in conjunction with the closing
     of the new facility, Alamosa also paid interest accrued 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 financing 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 financing. 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 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 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 interpretation, in accounting for its employee stock options.
     In accordance with APB No. 25, total non-cash compensation expense of
     $991,254 was recorded as of March 31, 1999. As of March 31, 2000, the
     Company has recorded compensation of $14,746,376. This amount is being
     recognized over the vesting period in accordance with FASB Interpretation
     No. 28 when applicable. For the quarter ended March 31, 2000, non-cash
     compensation of $3,972,630 has been recognized.


                                       12


<PAGE>   13

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


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


<TABLE>
<CAPTION>
                                         NUMBER OF OPTIONS
                                     -------------------------
                                     THREE MONTHS
                                        ENDED       YEAR ENDED
                                        MARCH        DECEMBER
                                       31, 2000      31, 1999
                                     -----------    ----------

<S>                                  <C>            <C>
Options outstanding at
    beginning of the period            5,282,000       873,000
Granted                                1,159,250     5,282,000
Exercised                               (533,498)           --
Canceled                                      --      (873,000)
                                      ----------    ----------

Options outstanding at
    the end of the
    period                             5,907,752     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 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.


                                       13


<PAGE>   14


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


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 three months
     ended March 31, 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 March 31, 2000 include $9,096,776
     and $7,430,587, respectively, of property and equipment additions. Payments
     of accounts payable as of December 31, 1999 has been included in Additions
     to Property and Equipment of $10,648,505 in the Consolidated Statements of
     Cash Flows.

     Capitalized Lease Obligations - Capital lease obligations of $146,379 were
     incurred during the three months ended March 31, 1999.



                                       14


<PAGE>   15


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS


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 March 31, 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 from Nortel, 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 March 31, 2000, our accumulated deficit
was $49.3 million. Through March 31, 2000, we incurred $96.8 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


                                       15


<PAGE>   16

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS


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.

     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 2.8 million residents out of approximately 4.0
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 March 31, 2000, 50,512 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:

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

     o    the timing of new product and service announcements and introductions;

     o    competitive pricing pressures; and

     o    aggressive marketing and promotions.


RESULTS OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 2000 COMPARED TO THE QUARTER ENDED MARCH 31,
1999

     Net Loss. Our net loss for the quarter ended March 31, 2000 was $15,579,874
compared to our net loss of $1,744,989 for the quarter ended March 31, 1999.

     Service Revenues. Service revenues during the quarter ended March 31, 2000
in the amount of $10,102,021 was comprised of subscriber revenue of $7,098,404
and roaming revenue of $3,003,617. Subscriber revenue consists of payments
received from Sprint PCS subscribers based in our territory for monthly Sprint
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


                                       16


<PAGE>   17

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS


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.

Our average monthly revenue per user including roaming revenue, was
approximately $82; without roaming was approximately $58 for the quarter ended
March 31, 2000. There were no service revenues recognized for the quarter ended
March 31, 1999.

     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 March 31, 2000 totaled $1,583,358.
There were no product sales for the quarter ended March 31, 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 $7,401,857 during the
quarter ended March 31, 2000 related to providing wireless services to customers
and are included in cost of services. 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. There were no costs of Service and Operations during the period
ended March 31, 1999.

     Cost of Products Sold. The cost of products sold totaling $1,611,718 during
the quarter ended March 31, 2000 includes 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. There was no cost of products sold
during the period ended March 31, 1999.

     Selling and Marketing. Selling and marketing expenses totaled $8,171,713
during the quarter ended March 31, 2000. Sales and marketing expenses include
advertising expenses, promotion costs, sales commissions and expenses related to
our distribution channels. For the quarter ended March 31, 2000, the handset
subsidy totaled $2,860,226. There were no Selling and Marketing costs during the
period ended March 31, 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 and totaled $1,384,764 for the quarter
ended March 31, 2000. During the quarter ended March 31, 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."



                                       17


<PAGE>   18

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS


     Non-cash Compensation Expense. Non-cash compensation expense totaled
$3,972,630 for the quarter ended March 31, 2000. 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.
Total non-cash compensation expense recognized for the quarter ended March 31,
1999 was $991,254.

     Related Party Expenses. Related party expenses totaled $338,946 for the
quarter ended March 31, 2000 and $107,825 for the quarter ended March 31, 1999
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 March 31, 2000 totaled $2,256,947 and $8,624 for the quarter ended
March 31, 1999. 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 totaling $2,314,485
during the quarter ended March 31, 2000 and $237,268 for the quarter ended March
31, 1999 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 $4,780,109 during the quarter
ended March 31, 2000 and is primarily due to the accretion of interest related
to the Senior Discount Notes. Interest expense of $7,094 for the quarter ended
March 31, 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 provided by Nortel and through proceeds generated
by our initial public offering. On February 8, 2000, we entered into an Amended
and Restated Credit Agreement (the "Agreement") to increase the facility to
$250.0 million. As of March 31, 2000, $79.6 million of the $250 million credit
facility had been drawn. The terms of the facility do not require cash interest
payments until the earlier of:

     o    February 2001, only if we have not borrowed at least $100.0 million
          under the Nortel financing by that time;

     o    February 2002; and

     o    the date the Tranche C Commitment is fully funded.

Principal payments are scheduled to begin on the earlier of:

     o    June 30, 2001, only if we have not borrowed at least $100.0 million
          under the Nortel financing by February 2001; and

     o    September 30, 2002.


                                       18


<PAGE>   19


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS


     Our financing with Nortel will be used to purchase equipment, pay interest
and cover approved working capital costs. With the credit facility of $250
million, we are required to purchase a total of $167.0 million of equipment and
services from Nortel, and as of March 31, 2000, we had remaining commitments of
$112.2 million.

     Net cash provided by operating activities was $904,323 for the quarter
ended March 31, 2000 and was primarily attributable to a significant increase in
operating revenues. Net cash used in operating activities was $1,254,049 for the
quarter ended March 31, 1999 and was primarily attributable to an operating loss
and working capital needs.

     Net cash used in investing activities was $26,193,506 for the quarter ended
March 31, 2000, and $1,452,445 for the quarter ended March 31, 1999. The cash
used for the quarter ended March 31, 2000 was related primarily to the purchase
of office equipment, telephone equipment and network infrastructure needed to
construct our portion of the Sprint PCS network and the purchase of short-term
investments of $15,063,018. The cash used for the quarter ended March 31, 1999
was primarily related to constructing our portion of the Sprint PCS network and
office equipment.

     Net cash provided by financing activities for the quarter ended March 31,
2000, was $303,514,262 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 used in financing activities
was $147,787 for the quarter ended March 31, 1999 and was primarily related to
costs associated with arranging our Nortel credit facility.

     As of March 31, 2000, the primary sources of liquidity for Alamosa were
approximately $299.0 million in cash and short-term investments, and $170.4
million of unused capacity under the $250.0 million Nortel 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 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.

IMPACT OF YEAR 2000 ISSUE ON THE OPERATIONS AND FINANCIAL CONDITION OF ALAMOSA

     The year 2000 issue arises as the result of computer programs having been
written, and systems having been designed, using two digits rather than four to
define the applicable year. Consequently, that software has the potential to
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in normal business activities. We did not
experience any significant disruptions in the quarter ended March 31, 2000.

     While we believe our systems are year 2000 compliant, there is the risk
they may not be compliant. We believe our greatest risk is the failure of the
systems of our third-party vendors or providers. However, should any failure
occur that affects us, we believe it would result in only a temporary disruption
of our service. Should a disruption occur, there could be a material loss of
revenue; however, we do not believe such losses, if any, will be significant.

     We have not experienced any material disruptions of our systems or
operations as a result of the year 2000 issue, nor are we aware of any
disruptions in the systems or operations of Sprint PCS or our third-party
vendors or providers that would have a material effect on us. However, it is
still possible that future problems could arise with respect to the year 2000
issue.


                                       19

<PAGE>   20

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS


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

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

DESCRIPTION OF OUR INDEBTEDNESS

     We entered into the original credit facility effective June 10, 1999 with
Nortel for $123.0 million. On February 8, 2000, we entered into an Amended and
Restated Credit Agreement with Nortel to increase the credit facility to $250.0
million. As of March 31, 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. 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 March 31, 2000. For more information regarding
the 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 March 31, 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.
The managing underwriters of the public offering were Salomon Smith Barney Inc.,
Lehman Brothers Inc., Credit Suisse First Boston Corporation and Deutsche Bank
Securities Inc. 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. The managing underwriters of the sale of the senior discount notes
were Salomon Smith Barney Inc., Credit Suisse First Boston Corporation and
Lehman Brothers Inc. In the offering, we registered and sold $350 million
aggregate principal amount at maturity of the senior discount notes at an
aggregate price to


                                       20


<PAGE>   21


          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS


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 April 20, 2000, approximately $90 million of the net proceeds
from the sales of the registered securities had been used, including $75 million
of indebtedness outstanding under the Nortel credit facility, $4 million of
origination fees in connection with the Nortel credit facility and $7 million
for capital expenditures and working capital purposes. The balance of the net
proceeds were invested in short-term interest-bearing investment grade
securities.

          We are using the net proceeds from our initial public offering and
Senior Discount Notes to fund the following cash expenditures through 2002:

     o    capital expenditures of approximately $250 million, representing the
          build-out of markets in Wisconsin, Arizona and Colorado, as well as
          the further expansion of coverage in existing markets in Texas and New
          Mexico;

     o    net operating losses and working capital requirements of approximately
          $22 million;

     o    interest expense, principal payments and loan origination fees of
          approximately $33 million;

     o    prepayment to Nortel of $75 million and loan fees and expenses of $4
          million;

     o    accelerate coverage within our existing territory;

     o    build-out additional areas within our existing territory;

     o    expand our existing territory;

     o    pursue additional telecommunications business opportunities or acquire
          other telecommunications businesses or assets; and

     o    general corporate purposes.

          However, if we do not use the remaining proceeds from the initial
public offering and the sale of the senior discount notes for the above
purposes, we may decide to:

     o    prepay additional debt outstanding under the Nortel credit facility;
          or

     o    avoid drawing additional amounts under the Nortel credit facility.

          We retain broad discretion in the allocation of the net proceeds of
both of our offerings. This discussion represents our best estimate of the
allocation of the net proceeds based upon our current plans. Actual expenditures
may vary substantially from these plans and we may find it necessary or
advisable to reallocate the net proceeds within the above-described categories
or to use portions for other purposes. The timing and the coverage of our
build-out plan may change due to various reasons, including shifts in
populations or network focus, changes or advances in technology, acquisition of
other markets, businesses, products or technologies and factors causing a delay
in the build-out of some markets. Any changes in the timing or build-out plan
may cause changes in our use of proceeds. Additionally, we may use a portion of
the net proceeds to acquire or invest in businesses, products or technologies
that are complementary to our business. We currently do not have any commitments
or agreements for any acquisitions or investments of this kind.

          Pending these uses, we expect to invest the net proceeds from our two
offerings in short-term investment grade securities, which will earn interest.



                                       21


<PAGE>   22

          ALAMOSA PCS HOLDINGS, INC. AND SUBSIDIARIES AND PREDECESSORS


     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. Portions of the proceeds of the
offering will be paid to CHR Solutions in connection with the build out of our
network.

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:

         Exhibit No.           Description
         -----------           -----------
            27.1               Financial Data Schedule


                                       22


<PAGE>   23

                                   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)

April 28, 2000


                                       23

<PAGE>   24

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
         Exhibit No.        Description
         -----------        -----------

<S>                         <C>
         27.1               Financial Data Schedule
</TABLE>