<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 for the quarterly period ended June 30, 2004

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from ______ to ______


                       COMMISSION FILE NUMBER: 005--58523

                            ALAMOSA (DELAWARE), INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                       75-2843707

(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                         5225 SOUTH 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 [ ]

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

YES [ ] NO [X]

As of August 9, 2004, 100 shares of common stock, $0.01 par value per share, of
the registrant were issued and outstanding.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.



<PAGE>




                            ALAMOSA (DELAWARE), INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                             PAGE
PART I     FINANCIAL INFORMATION                                                                                             -----
<S>                                                                                                                          <C>
Item 1.    Financial Statements

           Consolidated Balance Sheets at June 30, 2004 and December 31, 2003 (unaudited)                                        3

           Consolidated Statements of Operations for the three months and six months ended June 30, 2004 and 2003 (unaudited)    4

           Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (unaudited)                     5

           Notes to the Consolidated Financial Statements                                                                        6

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations                                25

Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                                           34

Item 4.    Controls and Procedures                                                                                              34

PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                                                                    34

Item 2.    Changes in Securities and Use of Proceeds                                                                            35

Item 3.    Defaults Upon Senior Securities                                                                                      35

Item 4.    Submission of Matters to a Vote of Security Holders                                                                  35

Item 5.    Other Information                                                                                                    35

Item 6.    Exhibits and Reports on Form 8-K                                                                                     35

SIGNATURES                                                                                                                      37
</TABLE>

                                       2

<PAGE>



PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                            ALAMOSA (DELAWARE), INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                (dollars in thousands, except share information)

<TABLE>
<CAPTION>
                                                                                JUNE 30, 2004        DECEMBER 31, 2003
                                                                             --------------------   ---------------------
<S>                                                                          <C>                    <C>
ASSETS

Current assets:
   Cash and cash equivalents                                                 $           103,286    $            98,242
   Restricted cash                                                                            --                      1
   Short term investments                                                                 50,119                     --
   Customer accounts receivable, net                                                      44,022                 28,034
   Receivable from Sprint                                                                 15,424                 22,947
   Receivable from parent                                                                     --                      1
   Inventory                                                                               7,292                  7,309
   Prepaid expenses and other assets                                                      10,235                  9,763
   Deferred customer acquisition costs                                                     7,259                  8,060
   Deferred tax asset                                                                      4,572                  4,572
                                                                             --------------------   ---------------------

     Total current assets                                                                242,209                178,929

   Property and equipment, net                                                           427,196                434,840
   Debt issuance costs, net                                                                9,409                 14,366
   Intangible assets, net                                                                431,392                448,354
   Other noncurrent assets                                                                 5,060                  6,393
                                                                             --------------------   ---------------------

     Total assets                                                            $         1,115,266    $         1,082,882
                                                                             ====================   =====================

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
   Accounts payable                                                          $            22,824    $            33,166
   Accrued expenses                                                                       37,667                 37,325
   Payable to Sprint                                                                      21,511                 26,616
   Payable to parent                                                                         302                     --
   Interest payable                                                                       21,726                  5,353
   Deferred revenue                                                                       23,107                 22,742
   Current installments of capital leases                                                    223                    481
                                                                             --------------------   ---------------------

     Total current liabilities                                                           127,360                125,683
                                                                             --------------------   ---------------------

Long term liabilities:
   Capital lease obligations                                                                 807                    812
   Other noncurrent liabilities                                                            6,460                  8,693
   Deferred tax liability                                                                 15,376                 15,379
   Senior secured debt                                                                        --                200,000
   Senior notes                                                                          726,427                464,424
                                                                             --------------------   ---------------------

     Total long term liabilities                                                         749,070                689,308
                                                                             --------------------   ---------------------

     Total liabilities                                                                   876,430                814,991
                                                                             --------------------   ---------------------

Commitments and contingencies (see Note 14)                                                   --                     --

Stockholder's equity:
   Preferred stock, $.01 par value; 1,000 shares authorized; no shares                        --                     --
   Common stock, $.01 par value; 9,000 shares authorized, 100 and 100
     shares issued and outstanding, respectively
   Additional paid-in capital                                                          1,009,990              1,015,991
   Accumulated deficit                                                                  (771,049)              (747,425)
   Unearned compensation                                                                    (105)                  (145)
   Accumulated other comprehensive loss, net of tax                                           --                   (530)
                                                                             --------------------   ---------------------

     Total stockholder's equity                                                          238,836                267,891
                                                                             --------------------   ---------------------

     Total liabilities and stockholder's equity                              $         1,115,266    $         1,082,882
                                                                             ====================   =====================
</TABLE>


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


                                       3

<PAGE>


                            ALAMOSA (DELAWARE), INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED       FOR THE SIX MONTHS ENDED
                                                                   JUNE 30,                        JUNE 30,
                                                          ----------------------------   ------------------------------
                                                              2004           2003            2004             2003
                                                          ------------    ------------   -------------    -------------
<S>                                                       <C>             <C>            <C>              <C>
Revenues:
   Subscriber revenues                                    $   133,569     $   114,550    $   258,315      $   218,574
   Roaming and wholesale revenues                              51,705          35,040         94,858           66,830
                                                          ------------    ------------   -------------    -------------

     Service revenues                                         185,274         149,590        353,173          285,404
   Product sales                                                8,055           5,804         16,846           11,098
                                                          ------------    ------------   -------------    -------------

     Total revenue                                            193,329         155,394        370,019          296,502
                                                          ------------    ------------   -------------    -------------

Costs and expenses:
   Cost of service and operations (excluding non-cash
     compensation of $2 and $4 for the three months ended
     June 30, 2004 and 2003, respectively, and $4 and $8
     for the six months ended June 30, 2004 and 2003,
     respectively                                              91,062          80,282        177,278          159,599
   Cost of products sold                                       16,379          12,399         36,162           25,243
   Selling and marketing (excluding non-cash
     compensation of $2 and $4 for the three months
     ended June 30, 2004 and 2003, respectively and
     $4 and $8 for the six months ended June 30, 2004
     and 2003, respectively)                                   31,839          26,584         62,832           54,730
   General and administrative expenses (excluding
     non-cash compensation of $16 and $30 for the
     three months ended June 30, 2004 and 2003,
     respectively, and $32 and $63 for the six months
     ended June 30, 2004 and 2003, respectively)                5,508           5,808         10,987            9,333
   Depreciation and amortization                               25,523          27,419         52,907           54,301
   Impairment of property and equipment                         2,604              34          2,910              394
   Non-cash compensation                                           20              38             40               79
                                                          ------------    ------------   -------------    -------------

     Total costs and expenses                                 172,395         152,564        343,116          303,679
                                                          ------------    ------------   -------------    -------------

     Income (loss) from operations                             20,394           2,830         26,903           (7,177)
Loss on debt extinguishment                                        --              --        (13,101)              --
Interest and other income                                         219             248            386              617
Interest expense                                              (18,952)        (25,951)       (37,187)         (52,488)
                                                          ------------    ------------   -------------    -------------

   Income (loss) before income taxes                            1,661         (22,873)       (22,999)         (59,048)
Income tax (expense) benefit                                     (625)          4,480           (625)          10,248
                                                          ------------    ------------   -------------    -------------

   Net income (loss)                                      $     1,036     $   (18,393)   $   (23,624)     $   (48,800)
                                                          ============    ============   =============    =============
</TABLE>


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

                                       4

<PAGE>



                            ALAMOSA (DELAWARE), INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                     FOR THE SIX MONTHS ENDED JUNE 30,
                                                                                    ------------------------------------
                                                                                         2004                 2003
                                                                                    ----------------     ---------------
<S>                                                                                 <C>                  <C>
Cash flows from operating activities:
   Net loss                                                                         $      (23,624)      $      (48,800)
Adjustments to reconcile net loss to net cash provided by
   operating activities:
   Non-cash compensation                                                                        40                   79
   Non-cash interest expense (benefit) on derivative instruments                                 6                 (261)
   Non-cash accretion of asset retirement obligations                                           91                   --
   Provision for bad debts                                                                   4,114               10,000
   Depreciation and amortization of property and equipment                                  35,945               34,268
   Amortization of intangible assets                                                        16,962               20,033
   Amortization of financing costs included in interest expense                                488                2,237
   Amortization of discounted interest                                                          --                  198
   Loss on debt extinguishment                                                              13,101                   --
   Deferred tax benefit                                                                         --              (10,248)
   Interest accreted on discount notes                                                      12,056               17,377
   Impairment of property and equipment                                                      2,910                  394
   (Increase) decrease in:
     Receivables                                                                           (12,901)              (1,543)
     Inventory                                                                                  17                1,989
     Prepaid expenses and other assets                                                       1,663               (1,378)
   Increase (decrease) in:
     Accounts payable and accrued expenses                                                  11,030               (4,608)
                                                                                    ----------------     ---------------

     Net cash provided by operating activities                                              61,898               19,737
                                                                                    ----------------     ---------------

Cash flows from investing activities:
   Proceeds from sale of assets                                                                380                2,454
   Purchases of property and equipment                                                     (42,636)             (19,196)
   Change in restricted cash                                                                     1               24,977
   Change in short term investments                                                        (50,119)                  --
                                                                                    ----------------     ---------------

     Net cash provided by (used in) investing activities                                   (92,374)               8,235
                                                                                    ----------------     ---------------

Cash flows from financing activities:
   Proceeds from issuance of senior notes                                                  250,000                   --
   Repayments of borrowings under senior secured debt                                     (200,000)                  --
   Debt issuance costs                                                                      (8,100)                  --
   Capital distribution                                                                     (6,050)                (174)
   Payments on capital leases                                                                 (330)                (699)
                                                                                    ----------------     ---------------

     Net cash provided by (used in) financing activities                                    35,520                 (873)
                                                                                    ----------------     ---------------

Net increase in cash and cash equivalents                                                    5,044               27,099
Cash and cash equivalents at beginning of period                                            98,242               60,525
                                                                                    ----------------     ---------------

Cash and cash equivalents at end of period                                          $      103,286       $       87,624
                                                                                    ================     ===============

Supplemental disclosure of non-cash financing and investing activities:
   Asset retirement obligations capitalized                                         $           75       $           --
   Capitalized lease obligations incurred                                                       67                   73
   Change in accounts payable for purchases of property and equipment                      (11,186)              (6,790)
</TABLE>


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

                                       5

                                                           .

<PAGE>


                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


1.       BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

         The unaudited consolidated balance sheet at June 30, 2004, the
         unaudited consolidated statements of operations for the three months
         and six months ended June 30, 2004 and 2003, the unaudited consolidated
         statements of cash flows for the six months ended June 30, 2004 and
         2003 and related footnotes have been prepared in accordance with
         accounting principles generally accepted in the United States of
         America for interim financial information and Article 10 of Regulation
         S-X. Accordingly, they do not include all of the information and
         footnotes required annually by accounting principles generally accepted
         in the United States of America. The financial information presented
         should be read in conjunction with the audited consolidated financial
         statements as of and for the year ended December 31, 2003. 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 and six months ended June 30, 2004 are not
         necessarily indicative of results that may be expected for the year
         ending December 31, 2004.

         Certain reclassifications have been made to prior period balances to
         conform to current period presentation. Changes in restricted cash have
         been reclassified from cash flows from financing activities to cash
         flows from investing activities for all periods presented.

2.       ORGANIZATION AND BUSINESS OPERATIONS

         Alamosa (Delaware), Inc. ("Alamosa (Delaware)") is a direct wholly
         owned subsidiary of Alamosa PCS Holdings, Inc. and an indirect wholly
         owned subsidiary of Alamosa Holdings, Inc. ("Alamosa Holdings").
         Alamosa Holdings was formed in July 2000. Alamosa Holdings is a holding
         company and through its subsidiaries provides wireless personal
         communications services, commonly referred to as PCS, in the
         Southwestern, Northwestern and Midwestern United States. Alamosa
         (Delaware) was formed in October 1999 under the name "Alamosa PCS
         Holdings, Inc." to operate as a holding company in anticipation of its
         initial public offering. On February 3, 2000, Alamosa (Delaware)
         completed its initial public offering. Immediately prior to the initial
         public offering, shares of Alamosa (Delaware) were exchanged for
         Alamosa PCS, LLC's ("Alamosa LLC") membership interests, and Alamosa
         LLC became wholly owned by Alamosa (Delaware). Alamosa (Delaware) and
         its subsidiaries are collectively referred to in these consolidated
         financial statements as the "Company," "we," "us" or "our."

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

         On February 14, 2001, Alamosa Holdings became the new public holding
         company of Alamosa PCS Holdings, Inc. ("Alamosa PCS Holdings") and its
         subsidiaries pursuant to a reorganization transaction in which a wholly
         owned subsidiary of Alamosa Holdings was merged with and into Alamosa
         PCS Holdings. As a result of this reorganization, Alamosa PCS Holdings
         became a wholly owned subsidiary of Alamosa Holdings, and each share of
         Alamosa PCS Holdings common stock was converted into one share of
         Alamosa Holdings common stock. Alamosa Holdings' common stock is quoted
         on Nasdaq under the symbol "APCS." Alamosa (Delaware) is the issuer of
         the outstanding public debt of Alamosa Holdings and its subsidiaries.

3.       LIQUIDITY AND CAPITAL RESOURCES

         Since inception, the Company has financed its operations through
         capital contributions from owners, through debt financing and through
         proceeds generated from public offerings of common stock. The proceeds
         from these transactions have been used to fund the build-out of the
         Company's portion of the PCS network of Sprint, subscriber acquisition
         costs and working capital.

                                       6
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         While the Company has incurred substantial net losses since inception
         and negative cash flows from operating activities through 2002, the
         Company generated approximately $56 million and $62 million of cash
         flows from operating activities for the year ended December 31, 2003
         and the six months ended June 30, 2004, respectively. In November 2003,
         the Company completed a debt exchange that provided for approximately
         $238 million of principal debt reduction.

         As of June 30, 2004, the Company had $103 million in cash and cash
         equivalents as well as $50 million in short term investments and
         believes that this cash on hand plus the additional liquidity that it
         expects to generate from operations will be sufficient to fund expected
         capital expenditures and to cover its working capital and debt service
         requirements (including dividends on Alamosa Holdings' preferred stock)
         for at least the next 12 months.

         The Company's future liquidity will be dependent on a number of factors
         influencing its projections of operating cash flows, including those
         related to subscriber growth, average revenue per user, average monthly
         churn and cost per gross addition. Should actual results differ
         significantly from these assumptions, the Company's liquidity position
         could be adversely affected and it could be in a position that would
         require it to raise additional capital which may or may not be
         available on terms acceptable to the Company, if at all, and could have
         a material adverse effect on the Company's ability to achieve its
         intended business objectives.

4.       STOCK-BASED COMPENSATION

         The Company has elected to follow Accounting Principles Board ("APB")
         Opinion No. 25, "Accounting for Stock Issued to Employees" and related
         interpretations in accounting for its employee stock options. No
         stock-based employee compensation cost related to option grants is
         reflected in the consolidated statements of operations for the three
         and six months ended June 30, 2004 or 2003, as all options granted by
         the Company had an exercise price equal to or greater than the market
         value of the underlying common stock of Alamosa Holdings on the date of
         grant. Non-cash compensation expense reflected in the consolidated
         statements of operations for the three and six months ended June 30,
         2004 and 2003 relate to the vesting of shares of restricted Alamosa
         Holdings stock awarded to officers and shares of Alamosa Holdings stock
         awarded to directors and are not related to the granting of stock
         options. The following table illustrates the effect on net income
         (loss) if the Company had applied the fair value recognition provisions
         of Statement of Financial Accounting Standards ("SFAS") No. 123,
         "Accounting for Stock-Based Compensation," to stock-based employee
         compensation:


<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS ENDED                FOR THE SIX MONTHS ENDED
                                                         JUNE 30,                                 JUNE 30,
                                           -------------------------------------    -------------------------------------
                                                 2004                2003                2004                 2003
                                           -----------------    ----------------    ----------------     ----------------
<S>                                        <C>                  <C>                 <C>                  <C>

        Net income (loss) - as reported    $         1,036      $       (18,393)    $       (23,624)     $       (48,800)
        Add: stock-based employee
           compensation included in
           reported net loss, net of
           related tax                                  20                   38                  40                   79
        Deduct: stock-based employee
           compensation expense
           determined under fair value
           method for all awards, net of
           related tax effects                      (1,590)              (1,955)             (2,769)              (3,427)
                                           -----------------    ----------------    ----------------     ----------------
        Net loss - pro forma               $          (534)     $       (20,310)    $       (26,353)     $       (52,148)
                                           =================    ================    ================     ================
</TABLE>

                                       7
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


5.       SHORT TERM INVESTMENTS

         During the first six months of 2004, the Board of Directors approved a
         change in the Company's investment policy to extend the allowable
         weighted average maturity of investments from the 90 days allowed
         previously to 270 days. In connection with this amendment, the Company
         established a short term investment account in the second quarter of
         2004 to invest excess liquidity and improve earnings on this excess
         liquidity. All investments are classified as held-to-maturity, mature
         in less than one year and consist primarily of short term corporate
         debt securities with a Moody's rating of Aa3 or higher or a Standard &
         Poor's rating of AA- or higher. The fair value of the Company's
         held-to-maturity investments approximates carrying value due to the
         short term nature of these investments.

6.       ACCOUNTS RECEIVABLE

         CUSTOMER ACCOUNTS RECEIVABLE - Customer accounts receivable represents
         amounts owed to the Company by subscribers for PCS service. The amounts
         presented in the consolidated balance sheets are net of an allowance
         for uncollectible accounts of $5.9 million and $6.0 million at June 30,
         2004 and December 31, 2003, respectively.

         RECEIVABLE FROM SPRINT - Receivable from Sprint in the accompanying
         consolidated balance sheets consists of the following:

<TABLE>
<CAPTION>
                                                                           JUNE 30, 2004            DECEMBER 31, 2003
                                                                       -----------------------    -----------------------
<S>                                                                    <C>                        <C>
        Net roaming receivable                                         $               12,590     $               13,071
        Accrued service revenue                                                         2,686                      2,584
        Service fee refund                                                                 --                      6,418
        Other amounts due from Sprint                                                     148                        874
                                                                       -----------------------    -----------------------

                                                                       $               15,424     $               22,947
                                                                       =======================    =======================
</TABLE>

         Net roaming receivable includes net travel revenue due from Sprint
         relative to PCS subscribers based outside of the Company's licensed
         territory who utilize the Company's portion of the PCS network of
         Sprint. The net roaming revenue receivable is net of amounts owed to
         Sprint relative to the Company's subscribers who utilize the PCS
         network of Sprint outside of the Company's licensed territory. In
         addition, net roaming receivable also includes amounts due from Sprint,
         which have been collected from other PCS providers for their customers'
         usage of the Company's portion of the PCS network of Sprint.

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

         Service fee refund due from Sprint at December 31, 2003 related to a
         refund of fees paid to Sprint for services such as billing and customer
         care. Under the previous agreements with Sprint, these fees were
         determined at the beginning of each year based on estimated costs and
         were adjusted based on actual costs incurred by Sprint in providing the
         respective services. This process changed effective December 1, 2003
         under the new agreements with Sprint as discussed in Note 13.

7.       PROPERTY AND EQUIPMENT

         Property and equipment are stated net of accumulated depreciation and
         amortization of $212.8 million and $188.1 million at June 30, 2004 and
         December 31, 2003, respectively.

                                       8
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


8.       ASSET RETIREMENT OBLIGATIONS

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

         As previously disclosed, upon adoption of SFAS No. 143, the Company had
         concluded that, for its leased telecommunications facilities, a
         liability could not be reasonably estimated due to (1) the Company's
         inability to reasonably assess the probability of the likelihood that a
         lessor would enforce the remediation requirements upon expiration of
         the lease term and therefore its impact on future cash outflows, (2)
         the Company's inability to estimate a potential range of settlement
         dates due to its ability to renew site leases after the initial lease
         expiration and (3) the Company's limited experience in abandoning cell
         site locations and actually incurring remediation costs.

         It is the Company's understanding that further clarification has been
         provided by the Securities and Exchange Commission regarding the
         accounting for asset retirement obligations and specifically relating
         to factors to consider in determining the estimated settlement dates
         and the probability of enforcement of the remediation obligation. Based
         on this information, the Company revised certain of the estimates used
         in its original analysis and calculated an asset retirement obligation
         for its leased telecommunications facilities. The Company determined
         that the aforementioned asset retirement obligations did not have a
         material impact on its consolidated results of operations, financial
         position or cash flows and recorded the asset retirement obligations in
         the third quarter of 2003.

         An initial asset retirement obligation of $1,213 was recorded and
         classified in other non-current liabilities and a corresponding
         increase in property and equipment of $1,213 was recorded in the third
         quarter of 2003 relating to obligations that existed upon the adoption
         of SFAS No. 143. The Company incurred additional asset retirement
         obligations during the year ended December 31, 2003 and the six months
         ended June 30, 2004 of $35 and $75, respectively, related to new leases
         entered into. Included in costs of services and operations in the
         Company's statement of operations for the year ended December 31, 2003
         is a charge of $402 related to the cumulative accretion of the asset
         retirement obligations as of the adoption of SFAS No. 143 as well as an
         additional $163 in accretion recorded for the year ended December 31,
         2003. Included in depreciation and amortization expenses in the
         Company's statement of operations for the year ended December 31, 2003
         is a charge of $364 related to the cumulative depreciation of the
         related assets recorded at the time of the adoption of SFAS No. 143 as
         well as an additional $123 in depreciation recorded for the year ended
         December 31, 2003. For the six months ended June 30, 2004, the Company
         recorded $91 in accretion of asset retirement obligations and $63 in
         depreciation of the related assets. For purposes of determining the
         asset retirement obligations, the Company has assigned a 100%
         probability of enforcement to the remediation obligations and has
         assumed an average settlement period of 20 years.

9.       INTANGIBLE ASSETS

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

         The value assigned to the Sprint agreements is being amortized using
         the straight-line method over the remaining original terms of the
         agreements that were in place at the time of acquisition or
         approximately 17.6 years. The value assigned to the subscriber bases
         acquired was being amortized using the straight-line method over the
         estimated life of the acquired subscribers, or approximately three
         years and became fully amortized

                                       9

<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         during 2004.

         Intangible assets consist of:

<TABLE>
<CAPTION>
                                                                           JUNE 30, 2004            DECEMBER 31, 2003
                                                                      ------------------------    -----------------------
<S>                                                                   <C>                         <C>

        Sprint affiliate and other agreements                         $              532,200      $              532,200
        Accumulated amortization                                                    (100,808)                    (85,692)
                                                                      ------------------------    -----------------------

            Subtotal                                                                 431,392                     446,508
                                                                      ------------------------    -----------------------

        Subscriber base acquired                                                      29,500                      29,500
        Accumulated amortization                                                     (29,500)                    (27,654)
                                                                      ------------------------    -----------------------

            Subtotal                                                                      --                       1,846
                                                                      ------------------------    -----------------------

        Intangible assets, net                                        $              431,392      $              448,354
                                                                      ========================    =======================
</TABLE>

         Amortization expense relative to intangible assets was $16,962 and
         $20,033 for the six months ended June 30, 2004 and 2003, respectively.

         Aggregate amortization expense relative to intangible assets for the
         periods shown will be as follows:

<TABLE>
<CAPTION>
           YEAR ENDED DECEMBER 31,
           -----------------------
<S>                                     <C>
                    2004                $        32,079
                    2005                         30,234
                    2006                         30,234
                    2007                         30,234
                    2008                         30,234
                 Thereafter                     295,339
                                        ----------------

                                        $       448,354
                                        ================
</TABLE>

10.      LONG-TERM DEBT

         Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                   JUNE 30, 2004         DECEMBER 31, 2003
                                                                 -------------------    ---------------------
<S>                                                              <C>                    <C>
              SENIOR NOTES:
                  12 7/8% Senior Discount Notes,  net  of        $            5,915     $             5,556
                  12% Senior Discount Notes, net of discount                205,692                 193,995
                  12 1/2% Senior Notes                                       11,600                  11,600
                  13 5/8% Senior Notes                                        2,325                   2,475
                  11% Senior Notes                                          250,895                 250,798
                  8 1/2% Senior Notes                                       250,000                      --
                                                                 -------------------    ---------------------

              Total Senior Notes                                            726,427                 464,424

              SENIOR SECURED CREDIT FACILITY                                     --                 200,000
                                                                 -------------------    ---------------------

              TOTAL DEBT                                                    726,427                 664,424
              Less current maturities                                            --                      --
                                                                 -------------------    ---------------------

              LONG TERM DEBT, EXCLUDING CURRENT MATURITIES       $          726,427     $           664,424
                                                                 ===================    =====================
</TABLE>

                                       10
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         SENIOR NOTES
         ------------

         12 7/8% SENIOR DISCOUNT NOTES - The 12 7/8% Senior Discount Notes were
         issued in February 2000, mature February 15, 2010, carry a coupon rate
         of 12 7/8% and provide for interest deferral through February 15, 2005.
         The 12 7/8% Senior Discount Notes will accrete to their $6,389 face
         amount by February 8, 2005, after which, interest will be paid in cash
         semiannually.

         12% SENIOR DISCOUNT NOTES - The 12% Senior Discount Notes were issued
         in November 2003, mature July 31, 2009, carry a coupon rate of 12% and
         provide for interest deferral through July 31, 2005. The 12% Senior
         Discount Notes will accrete to their $233 million face amount by July
         31, 2005, after which, interest will be paid in cash semiannually.

         12 1/2% SENIOR NOTES - The 12 1/2% Senior Notes were issued in January
         2001, mature February 1, 2011 and carry a coupon rate of 12 1/2%,
         payable semiannually on February 1 and August 1.

         Approximately $59.0 million of the proceeds of the 12 1/2% Senior Notes
         Offering were used by Alamosa (Delaware) to establish a security
         account (with cash or U.S. government securities) to secure on a pro
         rata basis the payment obligations under the 12 1/2% Senior Notes and
         the 12 7/8% Senior Discount Notes. As of December 31, 2003, all of the
         escrowed proceeds had been used in connection with payment of cash
         interest.

         13 5/8% SENIOR NOTES -The 13 5/8% Senior Notes were issued in August
         2001, mature August 15, 2011 and carry a coupon rate of 13 5/8% payable
         semiannually on February 15 and August 15. Approximately $39.1 million
         of the proceeds of the 13 5/8% Senior Notes were used by Alamosa
         (Delaware) to establish a security account to secure on a pro rata
         basis the payment obligations under all of the Company's unsecured
         borrowings. As of December 31, 2003, all of the escrowed proceeds had
         been used in connection with payment of cash interest.

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

         8 1/2% SENIOR NOTES - The 8 1/2% Senior Notes were issued in January
         2004, mature January 31, 2012 and carry a coupon rate of 8 1/2% payable
         semiannually on January 31 and July 31. The proceeds of these notes
         were used to permanently repay the Company's senior secured credit
         facility in January 2004 as discussed below and for general corporate
         purposes.

         SENIOR SECURED OBLIGATIONS
         --------------------------

         SENIOR SECURED CREDIT FACILITY - On February 14, 2001, Alamosa
         Holdings, Alamosa (Delaware) and Alamosa Holdings, LLC, as borrower,
         entered into a $280 million senior secured credit facility (the "Senior
         Secured Credit Facility") with Citicorp USA, as administrative agent
         and collateral agent; Toronto Dominion (Texas), Inc., as syndication
         agent; Export Development Corporation ("EDC") as co-documentation
         agent; First Union National Bank, as documentation agent; and a
         syndicate of banking and financial institutions. On March 30, 2001, the
         Senior Secured Credit Facility was amended to increase the facility to
         $333 million. The Senior Secured Credit Facility was again amended in
         August 2001 concurrent with the issuance of the 13 5/8% Senior Notes to
         reduce the maximum borrowing to $225 million, consisting of a 7-year
         senior secured 12-month delayed draw term loan facility of $200 million
         and a 7-year senior secured revolving credit facility in an aggregate
         principal amount of up to $25 million.

         The weighted average interest rate on the outstanding borrowings under
         this facility at December 31, 2003 was 4.69%. Alamosa Holdings, LLC was
         also required to pay quarterly in arrears a commitment fee on the
         unfunded portion of the commitment of each lender. The Company entered
         into derivative hedging instruments


                                       11
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         to hedge a portion of the interest rate risk associated with borrowings
         under the Senior Secured Credit Facility, as discussed in Note 13.

         At December 31, 2003, Alamosa Holdings, LLC had drawn $200 million
         under the term portion of the Senior Secured Credit Facility. In
         connection with the issuance of the 8 1/2% Senior Notes discussed
         above, a portion of the proceeds from that issuance was used to
         permanently repay the advances outstanding under the Senior Secured
         Credit Facility and the facility was terminated in January 2004.

11.      INCOME TAXES

         The Company's effective income tax rate is based on annual income
         (loss), statutory tax rates, tax planning opportunities, expected
         future taxable income, and expected reversals of taxable temporary
         differences. The annual rate is then applied to the Company's quarterly
         operating results. The income tax benefit in 2003 is recognized based
         on an assessment of the combined expected future taxable income of the
         Company and expected reversals of the temporary differences from
         acquisitions completed in 2001. In addition, the Company establishes a
         valuation allowance for the deferred tax asset when it is more likely
         than not that the deferred tax asset will not be realized. Due to the
         Company's limited operating history and lack of positive taxable
         earnings, a valuation allowance was established during 2003 as deferred
         tax assets were expected to exceed deferred tax liabilities. The
         establishment of this valuation allowance in the six months ended June
         30, 2003 resulted in an effective tax rate of 17 percent. For the six
         months ended June 30, 2004, the expected tax benefit related to net
         operating losses generated was fully offset by an increase in the
         valuation allowance. The effective tax rate for the six months ended
         June 30, 2004 is negative 2.7 percent, due to the fact that the Company
         has estimated that it will have a current alternative minimum tax
         ("AMT") liability for the year ending December 31, 2004.

12.      HEDGING ACTIVITIES AND COMPREHENSIVE INCOME

         The Company follows the provisions of SFAS No. 133, "Accounting for
         Derivatives and Hedging Activities" in its accounting for derivative
         financial instruments and hedging activities. The statement requires
         the Company to record all derivatives on the balance sheet at fair
         value. Derivatives that are not hedges must be adjusted to fair value
         through earnings. If the derivative is a hedge, depending on the nature
         of the hedge, changes in the fair value of the derivatives are either
         recognized in earnings or are recognized in other comprehensive income
         until the hedged item is recognized in earnings.

         As of December 31, 2003, the Company had recorded $1,275 in "other
         noncurrent liabilities" related to the fair value of derivative
         instruments used for hedging purposes, including $856 representing
         derivative instruments that qualified for hedge accounting under SFAS
         No. 133. These instruments were settled for cash in January 2004 in
         connection with the termination of the Senior Secured Credit Facility.
         During the six month period ended June 30, 2004, the Company recognized
         losses of $6 (net of income tax benefit of $3) in other comprehensive
         income related to the change in fair value of these derivative
         instruments from January 1, 2004 through the settlement of the
         instruments. The balance of other comprehensive income related to these
         derivative instruments was recognized in the first quarter of 2004 when
         the derivatives were terminated. The net other comprehensive loss
         balance of $536 is included in the loss on debt extinguishment recorded
         in the consolidated statement of operations for the six months ended
         June 30, 2004.

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

                                       12

<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


         Total comprehensive income (loss) for the three months and six months
         ended June 30, 2004 and 2003 is illustrated below:

<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS ENDED                FOR THE SIX MONTHS ENDED
                                                         JUNE 30,                                 JUNE 30,
                                           -------------------------------------    -------------------------------------
                                                2004                 2003                2004                 2003
                                           ----------------    -----------------    ----------------    -----------------
<S>                                        <C>                 <C>                  <C>                 <C>

        Net income (loss)                  $         1,036     $       (18,393)     $       (23,624)    $       (48,800)
        Change in fair values of
           derivative instruments,
           net of income tax expense
           (benefit) of $0, $80, $0
           and $195, respectively                       --                 293                   --                 481
                                           ----------------    -----------------    ----------------    -----------------

        Comprehensive income (loss)        $         1,036     $       (18,100)     $       (23,624)    $       (48,319)
                                           ================    =================    ================    =================
</TABLE>

13.      SPRINT AGREEMENTS

         In accordance with the Company's affiliation agreements with Sprint,
         Sprint provides the Company various services including billing,
         customer care, collections and inventory logistics. In addition, Sprint
         bills the Company for various pass-through items such as commissions to
         national retail merchants, handset subsidies on handsets activated in
         the Company's territory but not sold by the Company and long distance
         charges.

         In 2003, the Company executed amendments to its affiliation agreements
         with Sprint. The amendments, among other things, established fixed per
         subscriber costs for services that the Company purchases from Sprint
         through December 31, 2006 in the form of two new fees. The amendments
         created a new combined service bureau fee, which consolidates numerous
         fees that were previously settled separately, for back office services
         such as billing and customer care. The combined service bureau fee was
         set at $7.70 per average subscriber per month through December 31, 2006
         and will be recorded in costs of services and operations in the
         consolidated statement of operations. The amendments also created a new
         per-activation fee, which consolidates numerous fees that were
         previously settled separately, for marketing services, such as
         subscriber activation and handset logistics. The per-activation fee was
         initially calculated as a percentage of certain of Sprint PCS' selling
         and marketing expenses and is applied to the actual number of gross
         subscriber activations the Company experiences on a monthly basis
         through December 31, 2006. The per-activation fee will be recorded in
         selling and marketing expenses in the consolidated statement of
         operations. In March 2004, the Company exercised its rights under a
         most favored nations clause in the Sprint agreements to implement the
         terms of an agreement entered into between Sprint and another PCS
         Affiliate of Sprint. As a result, the Company entered into new
         amendments that increased the per-activation fee and decreased the
         price to the Company on purchases of handsets and accessories.
         Additionally, the March 2004 amendments increased the reciprocal
         roaming rate for 3G services from $0.0014 per Kb to $0.0020 per Kb and
         extended the fixed reciprocal rates for voice and 3G data roaming
         through December 31, 2006. In June 2004, the Company further amended
         its agreements with Sprint to (1) reduce the combined service bureau
         fee from $7.70 to $7.00 per average subscriber per month and (2) change
         the per-activation fee from a percentage of certain of Sprint PCS'
         selling and marketing expenses to a fixed rate of $23.00 per
         activation.

         In addition to the new fees, the amendments changed the methodology
         used for settling cash received from subscribers. Historically, actual
         weekly cash receipts were passed through to the Company by Sprint based
         on a calculation of an estimate of the portion of that cash related to
         the Company's activity. Under the new methodology, the Company receives
         its portion of billed revenue (net of an 8% affiliation fee) less
         actual written off accounts in the month subsequent to billing
         regardless of when Sprint collects the cash from the subscriber. The
         provisions of the amendments became effective on December 1, 2003 and
         the Company has the right to evaluate subsequent amendments to the
         affiliation agreements of other similarly situated PCS Affiliates of
         Sprint and adopt the provisions of those amendments if the Company
         elects to do so.

                                       13
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

         Expenses reflected in the consolidated statements of operations related
         to the Sprint affiliation agreements are:

<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS ENDED                FOR THE SIX MONTHS ENDED
                                                         JUNE 30,                                 JUNE 30,
                                           -------------------------------------    -------------------------------------
                                                2004                 2003                2004                 2003
                                           ----------------    -----------------    ----------------    -----------------
<S>                                        <C>                 <C>                  <C>                  <C>

        Cost of service and other
          operations                      $         66,509     $        56,146      $       129,146     $       108,714
        Cost of products sold                       16,379              12,399               36,162              25,243
        Selling and marketing                       10,815              12,047               21,209              24,956
                                           ----------------    -----------------    ----------------    -----------------

           Total                           $        93,703     $        80,592      $       186,517     $       158,913
                                           ================    =================    ================    =================
</TABLE>

         In connection with the billing services provided to the Company by
         Sprint, the Company relies on Sprint to provide information as to
         monthly billing activity relative to all subscriber revenues. In
         addition, Sprint provides the information utilized for the settlement
         of all roaming revenue.

         The Company relies upon Sprint as a service provider to provide
         accurate information for the settlement of revenue and expense items.
         The Company makes estimates used in connection with the preparation of
         financial statements based on the financial and statistical information
         provided by Sprint. The Company assesses the accuracy of this
         information through analytic review and reliance on the service auditor
         report on Sprint's internal control processes prepared by Sprint's
         external service auditor. Inaccurate or incomplete data from Sprint in
         connection with the services provided to the Company by Sprint could
         have a material effect on the Company's financial position, results of
         operation or cash flows.


14.      COMMITMENTS AND CONTINGENCIES

         ALAMOSA HOLDINGS PREFERRED STOCK DIVIDENDS - In November 2003, Alamosa
         Holdings issued shares of Series B Convertible Preferred Stock. Holders
         of the Series B Preferred Stock are entitled to receive cumulative
         dividends at an annual rate of 7 1/2% of the $250 per share liquidation
         preference. Dividends are payable quarterly in arrears on the last
         calendar day of each January, April, July and October. Until July 31,
         2008, Alamosa Holdings has the option to pay dividends in (1) cash, (2)
         shares of Alamosa Holdings Series C Preferred Stock, (3) shares of
         Alamosa Holdings common stock or (4) a combination thereof. After July
         31, 2008, all dividends are payable in cash only. Alamosa Holdings is a
         holding company that generates no revenues. Accordingly, the source of
         any cash dividends paid on the Series B Convertible Preferred Stock is
         related to capital distributions from the Company to Alamosa Holdings.
         During the six months ended June 30, 2004, the Company paid $6,050 in
         capital distributions to Alamosa Holdings for the purpose of funding
         Alamosa Holdings' cash dividend payments on its Series B Convertible
         Preferred Stock. As of June 30, 2004, Alamosa Holdings has 484,585
         shares of Series B Convertible Preferred Stock issued and outstanding.
         Any future cash dividends paid on the Series B Convertible Preferred
         Stock by Alamosa Holdings will result in additional capital
         distributions from the Company to Alamosa Holdings.

         LITIGATION - On January 23, 2001, the Company's board of directors, in
         a unanimous decision, terminated the employment of Jerry Brantley, then
         President and COO of the Company. On April 29, 2002, Mr. Brantley
         initiated litigation against the Company and the Chairman of the
         Company, David E. Sharbutt, in the District Court of Lubbock County,
         Texas, 22nd Judicial District, alleging wrongful termination. In the
         litigation, Mr. Brantley claimed, among other things, that the
         Company's termination of his employment was without cause under his
         employment agreement rather than a termination for non-performance. As
         such, Mr. Brantley's claim sought money damages for (i) severance pay
         equal to one year's salary at the time of his termination, (ii) the
         value of certain unexercised stock options he owned at the time of his
         termination, (iii) an allegedly unpaid bonus and (iv) exemplary
         damages, as well as recovery of attorneys' fees and costs. On September
         27, 2002,


                                       14

<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

         the Court entered an Agreed Order Compelling Arbitration. A panel of
         three arbitrators was selected. Mr. Brantley's claims against the
         Company and David Sharbutt, including claims asserted in the Lubbock
         County lawsuit and in the arbitration, were resolved pursuant to a
         settlement agreement dated February 6, 2004. The settlement does not
         materially impact the Company's consolidated financial statements or
         our operations.

         In November and December 2003 and January 2004, multiple lawsuits were
         filed against Alamosa Holdings and David E. Sharbutt, its Chairman and
         Chief Executive Officer as well as Kendall W. Cowan, its Chief
         Financial officer. Steven Richardson, the Company's Chief Operating
         Officer, was also a named defendant in one of the lawsuits. Each claim
         is a purported class action filed on behalf of a putative class of
         persons who and/or entities that purchased Alamosa Holdings' securities
         between January 9, 2001 and June 13, 2002, inclusive, and seeks
         recovery of compensatory damages, fees and costs. Each lawsuit was
         filed in the United States District Court for the Northern District of
         Texas, in either the Lubbock Division or the Dallas Division. On
         February 27, 2004, the lawsuits were consolidated into one action
         pending in the United States District Court for the Northern District
         of Texas, Lubbock Division. On March 4, 2004, the Court appointed the
         Massachusetts State Guaranteed Annuity Fund to serve as lead plaintiff
         and approved its selection of lead counsel for the consolidated action.

         On May 18, 2004, the lead plaintiff filed a consolidated complaint. The
         consolidated complaint names three of the original defendants (Alamosa
         Holdings, David Sharbutt and Kendall Cowan), drops one of the original
         defendants (Steven Richardson) and names two new defendants who are
         outside directors (Michael Roberts and Steven Roberts). The putative
         class period remains the same. The consolidated complaint alleges
         violations of Sections 10(b) and 20(a) of the Exchange Act, Rule 10b-5
         promulgated thereunder, and Sections 11 and 15 of the Securities Act.
         The consolidated complaint seeks recovery of compensatory damages,
         fees, costs, recission or rescissory damages in connection with the
         Sections 11 and 15 claims, and injunctive relief and/or disgorgement in
         connection with defendants' insider trading proceeds. At the end of the
         putative class period on June 13, 2002, Alamosa Holdings announced that
         its projection of net subscriber additions for the second quarter of
         2002 would be less than previously projected. The consolidated
         complaint alleges, among other things, that Alamosa Holdings made false
         and misleading statements about subscriber additions during the
         putative class period. The consolidated complaint also alleges that
         Alamosa Holdings' financial statements were false and misleading
         because Alamosa Holdings improperly recognized revenue and failed to
         record adequate allowances for uncollectible receivables. The
         defendants' motion to dismiss the consolidated complaint was filed on
         July 26, 2004.

         The Company believes that the defendants have meritorious defenses to
         these claims and intend to vigorously defend these actions. No
         discovery has been taken at this time, and the ultimate outcome is not
         currently predictable. There can be no assurance that the litigation
         will be resolved in the defendants' favor and an adverse resolution
         could adversely affect the Company's financial condition.

         On July 8 and 15, 2004, two shareholder derivative suits, each
         asserting identical allegations, were filed in State District Court in
         Dallas County, Texas on behalf of Alamosa Holdings against certain of
         its officers and directors: David E. Sharbutt, its Chairman and Chief
         Executive Officer, Kendall W. Cowan, its Chief Financial Officer, as
         well as other current and former members of Alamosa Holdings' board of
         directors, including Scotty Hart, Michael V. Roberts, Ray M. Clapp,
         Jr., Schuyler B. Marshall, Thomas F. Riley, Jr. Steven C. Roberts,
         Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suits also name
         Alamosa Holdings as a nominal defendant. Based on allegations
         substantially similar to the federal shareholder action, the suits
         assert claims for defendants' alleged violations of state law,
         including breaches of fiduciary duty, abuse of control, gross
         mismanagement, waste of corporate assets and unjust enrichment that
         allegedly occurred between January 2001 and June 2002. The suits seek
         recovery of damages, fees, costs, equitable and/or injunctive remedies,
         and disgorgement of all profits, benefits and other compensation.

         On November 26, 2003, Core Group PC filed a claim against Alamosa PCS
         and four other PCS Affiliates of Sprint in the United States District
         Court for the District of Kansas alleging copyright infringement
         related to the designs used in Sprint retail stores. The complainant
         sought money damages and an injunction against


                                       15

<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

         Alamosa PCS' continued use of the alleged copyrighted designs. This
         claim was dismissed on June 4, 2004 with no adverse impact to the
         Company.

         The Company is involved in various claims and legal actions arising in
         the ordinary course of business. The ultimate disposition of these
         matters are not expected to have a material adverse impact on the
         Company's financial position, results of operations or liquidity.

15.      GUARANTOR FINANCIAL STATEMENTS

         Set forth below are consolidating financial statements of the issuer
         and guarantor subsidiaries and Alamosa Delaware Operations LLC which is
         the Company's non-guarantor subsidiary (the "Non-Guarantor Subsidiary")
         of the senior notes as of June 30, 2004 and December 31, 2003 and for
         the three months and six months ended June 30, 2004 and 2003. The
         guarantor subsidiaries are all 100% owned by the Company and the
         guarantees are full and unconditional. Separate financial statements of
         each guarantor subsidiary have not been provided because management has
         determined that they are not material to investors.

         Alamosa Holdings is an additional guarantor with respect to the 12 7/8%
         senior discount notes, the 12 1/2% senior notes and the 13 5/8% senior
         notes. Separate financial statements for Alamosa Holdings have not been
         provided as Alamosa Holdings is a holding company which does not
         independently generate operating revenue. The consolidated financial
         statements of Alamosa Holdings are included in its quarterly report on
         Form 10-Q for the quarter ended June 30, 2004.

                                       16
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


                           CONSOLIDATING BALANCE SHEET
                               AS OF JUNE 30, 2004

<TABLE>
<CAPTION>
                                                                               Non-
                                                            Guarantor        Guarantor
                                          Issuer         Subsidiaries       Subsidiary         Eliminations     Consolidated
                                        -------------    --------------    -------------       -------------    ------------
<S>                                     <C>              <C>               <C>                 <C>              <C>
ASSETS
Current Assets:
   Cash and cash equivalents            $     6,829      $     96,434      $         23        $         --     $   103,286
   Short term investments                    50,119                --                --                  --          50,119
   Customer accounts receivable, net             --            44,022                --                  --          44,022
   Receivable from Sprint                        --            15,424                --                  --          15,424
   Intercompany receivable                   46,821                --               394             (47,215)             --
   Inventory                                     --             7,292                --                  --           7,292
   Investment in subsidiary                 874,373                --                --            (874,373)             --
   Prepaid expenses and other assets             --            10,235                --                  --          10,235
   Deferred customer acquisition costs           --             7,259                --                  --           7,259
   Deferred tax asset                            --             4,572                --                  --           4,572
                                        -------------    --------------    -------------       -------------    ------------
       Total current assets                 978,142           185,238               417            (921,588)        242,209

Property and equipment, net                      --           427,196                --                  --         427,196
Debt issuance costs, net                      9,409                --                --                  --           9,409
Intangible assets, net                           --           431,392                --                  --         431,392
Other noncurrent assets                          --             5,060                --                  --           5,060
                                        -------------    --------------    -------------       -------------    ------------
       Total assets                     $   987,551      $  1,048,886      $        417        $   (921,588)    $ 1,115,266
                                        =============    ==============    =============       =============    ============

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
   Accounts payable                     $        --      $     22,824      $         --        $         --     $    22,824
   Accrued expenses                             260            37,407                --                  --          37,667
   Payable to Sprint                             --            21,511                --                  --          21,511
   Payable to parent                            302                --                --                  --             302
   Interest payable                          21,726                --                --                  --          21,726
   Deferred revenue                              --            23,107                --                  --          23,107
   Intercompany payable                          --            47,215                --             (47,215)             --
   Current installments of capital
       leases                                    --               223                --                  --             223
                                        -------------    --------------    -------------       -------------    ------------
       Total current liabilities             22,288           152,287                --             (47,215)        127,360

Capital lease obligations                        --               807                --                  --             807
Other noncurrent liabilities                     --             6,460                --                  --           6,460
Deferred tax liability                           --            15,376                --                  --          15,376
Senior notes                                726,427                --                --                  --         726,427
                                        -------------    --------------    -------------       -------------    ------------
       Total liabilities                    748,715           174,930                --             (47,215)        876,430
                                        -------------    --------------    -------------       -------------    ------------

Stockholder's Equity:
   Preferred stock                               --                --                --                  --              --
   Common stock                                  --                --                --                  --              --
   Additional paid-in capital             1,009,990                --                --                  --       1,009,990
   LLC member's equity                           --           873,956               417            (874,373)             --
   Accumulated deficit                     (771,049)               --                --                  --        (771,049)
   Unearned compensation                       (105)               --                --                  --            (105)
                                        -------------    --------------    -------------       -------------    ------------
       Total stockholder's equity           238,836           873,956               417            (874,373)        238,836
                                        -------------    --------------    -------------       -------------    ------------
       Total liabilities and
          stockholder's equity          $   987,551      $  1,048,886      $        417        $   (921,588)    $ 1,115,266
                                        =============    ==============    =============       =============    ============
</TABLE>

                                       17
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


                           CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                Non-
                                                            Guarantor        Guarantor
                                          Issuer         Subsidiaries       Subsidiary         Eliminations     Consolidated
                                        -------------    --------------    -------------       -------------    ------------
<S>                                     <C>              <C>               <C>                 <C>              <C>
ASSETS
Current Assets:
   Cash and cash equivalents            $    27,542      $     70,677      $         23        $         --     $    98,242
   Restricted cash                                1                --                --                  --               1
   Customer accounts receivable, net             --            28,034                --                  --          28,034
   Receivable from Sprint                        --            22,947                --                  --          22,947
   Intercompany receivable                   48,805                --               394             (49,199)             --
   Receivable from parent                         1                --                --                  --               1
   Inventory                                     --             7,309                --                  --           7,309
   Investment in subsidiary                 658,874                --                --            (658,874)             --
   Prepaid expenses and other assets            194             9,569                --                  --           9,763
   Deferred customer acquisition costs           --             8,060                --                  --           8,060
   Deferred tax asset                            --             4,572                --                  --           4,572
                                        -------------    --------------    -------------       -------------    ------------
       Total current assets                 735,417           151,168               417            (708,073)        178,929

Property and equipment, net                      --           434,840                --                  --         434,840
Debt issuance costs, net                      1,718            12,648                --                  --          14,366
Intangible assets, net                           --           448,354                --                  --         448,354
Other noncurrent assets                          --             6,393                --                  --           6,393
                                        -------------    --------------    -------------       -------------    ------------
       Total assets                     $   737,135      $  1,053,403      $        417        $   (708,073)    $ 1,082,882
                                        =============    ==============    =============       =============    ============

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
   Accounts payable                     $        --      $     33,166      $         --        $         --     $    33,166
   Accrued expenses                             257            37,068                --                  --          37,325
   Payable to Sprint                             --            26,616                --                  --          26,616
   Interest payable                           4,563               790                --                  --           5,353
   Deferred revenue                              --            22,742                --                  --          22,742
   Intercompany payable                          --            49,199                --             (49,199)             --
   Current installments of capital
       leases                                    --               481                --                  --             481
                                        -------------    --------------    -------------       -------------    ------------
       Total current liabilities              4,820           170,062                --             (49,199)        125,683

Capital lease obligations                        --               812                --                  --             812
Other noncurrent liabilities                     --             8,693                --                  --           8,693
Deferred tax liability                           --            15,379                --                  --          15,379
Senior secured debt                              --           200,000                --                  --         200,000
Senior notes                                464,424                --                --                  --         464,424
                                        -------------    --------------    -------------       -------------    ------------
       Total liabilities                    469,244           394,946                --             (49,199)        814,991
                                        -------------    --------------    -------------       -------------    ------------

Stockholder's Equity:
   Preferred stock                               --                --                --                  --              --
   Common stock                                  --                --                --                  --              --
   Additional paid-in capital             1,015,991                --                --                  --       1,015,991
   LLC member's equity                           --           658,457               417            (658,874)             --
   Accumulated deficit                     (747,425)               --                --                  --        (747,425)
   Unearned compensation                       (145)               --                --                  --            (145)
   Accumulated other comprehensive loss,
       net of tax                              (530)               --                --                  --            (530)
                                        -------------    --------------    -------------       -------------    ------------
       Total stockholder's equity           267,891           658,457               417            (658,874)        267,891
                                        -------------    --------------    -------------       -------------    ------------
       Total liabilities and
          stockholder's equity          $   737,135      $  1,053,403      $        417        $   (708,073)    $ 1,082,882
                                        =============    ==============    =============       =============    ============
</TABLE>

                                       18

<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

                      CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 2004

<TABLE>
<CAPTION>
                                                              Guarantor          Non-Guarantor
                                             Issuer          Subsidiaries         Subsidiary        Eliminations      Consolidated
                                          --------------     -------------       -------------      ------------      -------------
<S>                                       <C>                <C>                 <C>                <C>               <C>
Revenues:
       Subscriber revenues                $         --       $   133,569         $         --       $        --       $   133,569
       Roaming and wholesale revenues               --            51,705                   --                --            51,705
                                          --------------     -------------       -------------      ------------      -------------

         Service revenues                           --           185,274                   --                --           185,274
       Product sales                                --             8,055                   --                --             8,055
                                          --------------     -------------       -------------      ------------      -------------
         Total revenues                             --           193,329                   --                --           193,329

Costs and expenses:
       Cost of services and operations              --            91,062                   --                --            91,062
       Cost of products sold                        --            16,379                   --                --            16,379
       Selling and marketing                        --            31,839                   --                --            31,839
       General and administrative
          expenses                                 331             5,177                   --                --             5,508
       Depreciation and amortization                --            25,523                   --                --            25,523
       Impairment of property and
          equipment                                 --             2,604                   --                --             2,604
       Non-cash compensation                        --                20                   --                --                20
                                          --------------     -------------       -------------      ------------      -------------
         Income (loss) from operations            (331)           20,725                   --                --            20,394
Equity in earnings of subsidiaries              20,784                --                   --           (20,784)               --
Interest and other income                          136                83                   --                --               219
Interest expense                               (18,928)              (24)                  --                --           (18,952)
                                          --------------     -------------       -------------      ------------      -------------

       Income before income taxes                1,661            20,784                   --           (20,784)            1,661
Income taxes                                      (625)               --                   --                --              (625)
                                          --------------     -------------       -------------      ------------      -------------

       Net income                         $      1,036        $    20,784         $        --       $   (20,784)      $     1,036
                                          ==============     =============       =============      ============      =============
</TABLE>


                                       19

<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)


                      CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE THREE MONTHS ENDED JUNE 30, 2003
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               Guarantor        Non-Guarantor
                                              Issuer          Subsidiaries       Subsidiary      Eliminations       Consolidated
                                          ---------------    ---------------    -------------    --------------    ----------------
<S>                                       <C>                <C>                <C>              <C>               <C>
Revenues:
       Subscriber revenues                $         --       $   114,550         $         --       $        --       $    114,550
       Roaming and wholesale revenues               --            35,040                   --                --             35,040
                                          ------------       -----------         ------------       -----------       ------------

         Service revenues                           --           149,590                   --                --            149,590
       Product sales                                --             5,804                   --                --              5,804
                                          ------------       -----------         ------------       -----------       ------------
         Total revenue                              --           155,394                   --                --            155,394

Costs and expenses:
       Cost of services and operations              --            80,282                   --                --             80,282
       Cost of products sold                        --            12,399                   --                --             12,399
       Selling and marketing                        --            26,584                   --                --             26,584
       General and  administrative
          expenses                                 410             5,398                   --                --              5,808
       Depreciation and amortization                --            27,419                   --                --             27,419
       Impairment of property and                   --                34                   --                --                 34
          equipment
       Non-cash compensation                        --                38                   --                --                 38
                                          ------------        ----------          ------------       -----------       ------------
         Income (loss) from operations            (410)            3,240                   --                --              2,830
Equity in loss of subsidiaries                   4,196                --                   --            (4,196)                --
Interest and other income                          174                74                   --                --                248
Interest expense                               (22,353)           (3,598)                  --                --            (25,951)
                                          ------------        ----------          ------------       -----------       -------------

       Loss before income tax benefit          (18,393)             (284)                  --            (4,196)           (22,873)
Income tax benefit                                  --             4,480                   --                --              4,480
                                          ------------        ----------          ------------       -----------       ------------

       Net income (loss)                  $    (18,393)       $    4,196          $         --       $    (4,196)      $   (18,393)
                                          ============        ==========          ============       ============      ============
</TABLE>

                                       20


<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

                      CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2004

<TABLE>
<CAPTION>
                                                             Guarantor          Non-Guarantor
                                            Issuer          Subsidiaries         Subsidiary        Eliminations      Consolidated
                                         --------------     -------------       -------------      ------------      -------------
<S>                                      <C>                <C>                 <C>                <C>               <C>
Revenues:
       Subscriber revenues               $         --       $   258,315         $         --       $        --       $   258,315
       Roaming and wholesale revenues              --            94,858                   --                --            94,858
                                         --------------     -------------       -------------      ------------      -------------

         Service revenues                          --           353,173                   --                --           353,173
       Product sales                               --            16,846                   --                --            16,846
                                         --------------     -------------       -------------      ------------      -------------
         Total revenues                            --           370,019                   --                --           370,019

Costs and expenses:
       Cost of services and operations             --           177,278                   --                --           177,278
       Cost of products sold                       --            36,162                   --                --            36,162
       Selling and marketing                       --            62,832                   --                --            62,832
       General and administrative
          expenses                                664            10,323                   --                --            10,987
       Depreciation and amortization               --            52,907                   --                --            52,907
       Impairment of property and                  --             2,910                   --                --             2,910
          equipment
       Non-cash compensation                       --                40                   --                --                40
                                         --------------     -------------       -------------      ------------      -------------
         Income (loss) from operations           (664)           27,567                   --                --            26,903
Equity in earnings of subsidiaries             14,020                --                   --           (14,020)               --
Loss on debt extinguishment                        --           (13,101)                  --                --           (13,101)
Interest and other income                         227               159                   --                --               386
Interest expense                              (36,582)             (605)                  --                --           (37,187)
                                         --------------     -------------       -------------      ------------      -------------

       Income (loss) before income taxes      (22,999)           14,020                   --           (14,020)          (22,999)
Income taxes                                     (625)               --                   --                --              (625)
                                         --------------     -------------       -------------      ------------      -------------

       Net income (loss)                 $    (23,624)       $   14,020         $         --       $   (14,020)      $   (23,624)
                                         ==============     =============       =============      ============      =============
</TABLE>

                                       21


<PAGE>


                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

                      CONSOLIDATING STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              Guarantor        Non-Guarantor
                                             Issuer          Subsidiaries       Subsidiary      Eliminations       Consolidated
                                         ---------------    ---------------    -------------    --------------    ----------------
<S>                                      <C>                <C>                <C>              <C>               <C>
Revenues:
       Subscriber revenues               $         --       $   218,574         $         --       $        --       $    218,574
       Roaming and wholesale revenues              --            66,830                   --                --             66,830
                                         ------------       -----------         ------------       -----------       ------------

         Service revenues                          --           285,404                   --                --            285,404
       Product sales                               --            11,098                   --                --             11,098
                                         ------------       -----------         ------------       -----------       ------------
         Total revenue                             --           296,502                   --                --            296,502

Costs and expenses:
       Cost of services and operations             --           159,599                   --                --            159,599
       Cost of products sold                       --            25,243                   --                --             25,243
       Selling and marketing                       --            54,730                   --                --             54,730
       General and administrative
         expenses                                 498             8,835                   --                --              9,333
       Depreciation and amortization               --            54,301                   --                --             54,301
       Impairment of property and                  --               394                   --                --                394
          equipment
       Non-cash compensation                       --                79                   --                --                 79
                                         ------------        -----------         ------------       -----------       ------------
         Loss from operations                    (498)           (6,679)                  --                --             (7,177)
Equity in loss of subsidiaries                 (4,311)               --                   --             4,311                 --
Interest and other income                         439               178                   --                --                617
Interest expense                              (44,430)           (8,058)                  --                --            (52,488)
                                         ------------        ------------        ------------       -----------       ------------

       Loss before income tax benefit         (48,800)          (14,559)                  --             4,311            (59,048)
Income tax benefit                                 --            10,248                   --                --             10,248
                                         ------------        -----------         ------------       -----------       ------------

       Net loss                          $    (48,800)       $   (4,311)         $        --       $     4,311        $   (48,800)
                                         ============        ============        ============       ===========       ============
</TABLE>



                                       22


<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2004


<TABLE>
<CAPTION>
                                                                    Guarantor      Non-Guarantor
                                                       Issuer      Subsidiaries     Subsidiary    Eliminations   Consolidated
                                                    -------------- -------------   -------------  ------------- ---------------
<S>                                                 <C>            <C>             <C>            <C>           <C>
Cash flows from operating activities:
Net income (loss)                                   $    (23,624)  $    14,020     $        --    $   (14,020)  $      (23,624)
Adjustments to reconcile net income (loss) to
 cash provided by (used in) operating
 activities
   Equity in earnings of subsidiaries                    (14,020)           --              --          14,020              --
   Non-cash interest expense on derivative
     instruments                                              --             6              --             --                6
   Non-cash accretion of asset retirement
     obligation                                               --            91              --             --               91
   Non-cash compensation expense                              --            40              --             --               40
   Provision for bad debts                                    --         4,114              --             --            4,114
   Depreciation and amortization of property
     and equipment                                            --        35,945              --             --           35,945
   Amortization of intangible assets                          --        16,962              --             --           16,962
   Amortization of financing costs included in
     interest expense                                        405            83              --             --              488
   Loss on debt extinguishment                                --        13,101              --             --           13,101
   Interest accreted on discount notes                    12,056            --              --             --           12,056
   Impairment of property and equipment                       --         2,910              --             --            2,910
   (Increase) decrease in:
      Receivables                                             --       (12,901)             --             --          (12,901)
      Inventory                                               --            17              --             --               17
      Prepaid expenses and other assets                      194         1,469              --             --            1,663
   Increase (decrease) in:
      Accounts payable and accrued expenses               17,791        (6,761)             --             --           11,030
                                                    -------------- -------------   -------------  ------------- ---------------

      Net cash provided by (used in) operating
          activities                                      (7,198)       69,096              --             --           61,898
                                                    -------------- -------------   -------------  ------------- ---------------

Cash flows from investing activities:
   Proceeds from sale of assets                               --           380              --             --              380
   Purchases of property and equipment                        --       (42,636)             --             --          (42,636)
   Investment in subsidiary                             (200,909)      200,909              --             --               --
   Change in restricted cash                                   1            --              --             --                1
   Change in short term investments                      (50,119)           --              --             --          (50,119)
   Change in intercompany balances                         1,662        (1,662)             --             --               --
                                                    -------------- -------------   -------------  ------------- ---------------

      Net cash provided by (used in) investing
        activities                                      (249,365)      156,991              --             --          (92,374)
                                                    -------------- -------------   -------------  ------------- ---------------

Cash flows from financing activities:
   Issuance of senior notes                              250,000            --              --             --          250,000
   Repayment of secured debt                                  --      (200,000)             --             --         (200,000)
   Debt issuance costs                                    (8,100)           --              --             --           (8,100)
   Capital distribution to parent                         (6,050)           --              --             --           (6,050)
   Payments on capital leases                                 --          (330)             --             --             (330)
                                                    -------------- -------------   -------------  ------------- ---------------

      Net cash provided by (used in) financing
        activities                                       235,850      (200,330)             --             --           35,520
                                                    -------------- -------------   -------------  ------------- ---------------

      Net increase (decrease) in cash and cash
        equivalents                                      (20,713)       25,757              --             --            5,044
Cash and cash equivalents at beginning of
  period                                                  27,542        70,677              23             --           98,242
                                                    -------------- -------------   -------------  ------------- ---------------

Cash and cash equivalents at end of period          $      6,829   $    96,434     $        23    $        --   $      103,286
                                                    ============== =============   =============  ============= ===============
</TABLE>


                                       23



<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                     (dollars in thousands, except as noted)

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      Guarantor      Non-Guarantor
                                                        Issuer       Subsidiaries     Subsidiary     Eliminations      Consolidated
                                                    --------------  ---------------  -------------  ---------------    ------------
<S>                                                 <C>            <C>              <C>             <C>              <C>
Cash flows from operating activities:
Net loss                                            $    (48,800)  $    (4,311)     $        --     $     4,311      $    (48,800)
Adjustments to reconcile net loss to net
   cash provided by (used in) operating
   activities:
   Equity in loss of subsidiaries                          4,311            --               --           (4,311)              --
   Non-cash compensation expense                              --            79               --              --                79
   Provision for bad debts                                    --        10,000               --              --            10,000
   Non-cash interest benefit on derivative
     instruments                                              --          (261)              --              --              (261)
   Depreciation and amortization of property
     and equipment                                            --        34,268               --              --            34,268
   Amortization of intangibles assets                         --        20,033               --              --            20,033
   Amortization of financing costs included in
     interest expense                                      1,011         1,226               --              --             2,237
   Amortization of discounted interest                       198            --               --              --               198
   Deferred tax benefit                                       --       (10,248)              --              --           (10,248)
   Interest accreted on discount notes                    17,377            --               --              --            17,377
   Impairment of property and equipment                       --           394               --              --               394
   (Increase) decrease in:
      Receivables                                            569        (2,112)              --              --            (1,543)
      Inventory                                               --         1,989               --              --             1,989
      Prepaid expenses and other assets                      (72)       (1,306)              --              --            (1,378)
   Decrease in:
      Accounts payable and accrued expenses                  113        (4,721)              --              --            (4,608)
                                                    ------------   -----------      -----------     -----------      ------------

      Net cash provided by (used in) operating
        activities                                       (25,293)       45,030               --              --            19,737
                                                    ------------   -----------      -----------     -----------      ------------

Cash flows from investing activities:
   Proceeds from sale of assets                               --         2,454               --              --             2,454
   Purchases of property and equipment                        --       (19,196)              --              --           (19,196)
   Change in restricted cash                              24,977            --               --              --            24,977
   Change in intercompany balances                        10,089       (10,089)              --              --                --
                                                    ------------   -----------      -----------     -----------      ------------

      Net cash provided by (used in) investing
        activities                                        35,066       (26,831)              --              --             8,235
                                                    ------------   -----------      -----------     -----------      ------------

Cash flows from financing activities:
   Capital distribution to parent                           (174)           --               --              --              (174)
   Payments on capital leases                                 --          (699)              --              --              (699)
                                                    ------------   ------------     -----------     -----------      -------------

      Net cash used in financing activities                 (174)         (699)              --              --              (873)
                                                    -------------  -----------      -----------     -----------      -------------

      Net increase in cash and cash equivalents            9,599        17,500               --              --            27,099
Cash and cash equivalents at beginning of
  period                                                  17,821        42,681               23              --            60,525
                                                    ------------   -----------      -----------     -----------      ------------

Cash and cash equivalents at end of period          $     27,420   $    60,181      $        23     $        --      $     87,624
                                                    ============   ===========      ===========     ===========      ============
</TABLE>


                                       24

<PAGE>



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

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. All statements other than statements of historical fact included in
this quarterly report on Form 10-Q regarding our financial position and
liquidity may be deemed to be forward-looking statements. These forward-looking
statements include:

         o    forecasts of population growth in our territory;

         o    statements regarding our anticipated revenues, expense levels,
              liquidity, capital resources and operating losses; and

         o    statements regarding expectations or projections about markets in
              our territories.

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

         o    our dependence on our affiliation with Sprint;

         o    the ability of Sprint to alter the terms of our affiliation
              agreements with it, including fees paid or charged to us and other
              program requirements;

         o    our anticipation of future losses;

         o    our dependence on back office services, such as billing and
              customer care, provided by Sprint;

         o    inaccuracies in financial information provided by Sprint;

         o    potential fluctuations in our operating results;

         o    our ability to predict future customer growth, as well as other
              key operating metrics;

         o    changes or advances in technology;

         o    the ability to leverage third generation products and services;

         o    competition in the industry and markets in which we operate;

         o    subscriber credit quality;

         o    our ability to attract and retain skilled personnel;

         o    our potential need for additional capital or the need for
              refinancing existing indebtedness;

                                       25
<PAGE>


         o    our potential inability to expand our services and related
              products in the event of substantial increases in demand for these
              services and related products;

         o    our inability to predict the outcomes of potentially material
              litigation;

         o    the potential impact of wireless local number portability, or
              WLNP;

         o    changes in government regulation;

         o    future acquisitions;

         o    general economic and business conditions; and

         o    effects of mergers and consolidations within the
              telecommunications industry and unexpected announcements or
              developments from others in the telecommunications industry.

         All subsequent written and oral forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements set forth above.

DEFINITIONS OF OPERATING METRICS

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

         o    ARPU, or average monthly revenue per user, is a measure used to
              determine the monthly subscriber revenue earned for subscribers
              based in our territory. This measure is calculated by dividing
              subscriber revenues in our consolidated statement of operations by
              our average daily subscribers during the period divided by the
              number of months in the period.

         o    Average monthly churn is used to measure the rate at which
              subscribers based in our territory deactivate service on a
              voluntary or involuntary basis. We calculate average monthly churn
              based on the number of subscribers deactivated during the period
              (net of transfers out of our service area and those who
              deactivated within 30 days of activation) as a percentage of our
              average daily subscriber base during the period divided by the
              number of months during the period.

         o    Licensed POPs represent the number of residents (usually expressed
              in millions) in our territory in which we have an exclusive right
              to provide wireless mobility communications services under the
              Sprint brand name. The number of residents located in our
              territory does not represent the number of wireless subscribers
              that we serve or expect to serve in our territory.

         o    Covered POPs represent the number of residents (usually expressed
              in millions) covered by our portion of the PCS network of Sprint
              in our territory. The number of residents covered by our network
              does not represent the number of wireless subscribers that we
              serve or expect to serve in our territory.

GENERAL

         As a PCS Affiliate of Sprint, we have the exclusive right to provide
wireless mobility communications services under the Sprint brand name in our
licensed territory. We own and are responsible for building, operating and
managing the portion of the PCS network of Sprint located in our territory. We
offer national plans designed by Sprint as well as local plans tailored to our
market demographics. Our portion of the PCS network of Sprint is designed to
offer a seamless connection with the 100% digital PCS nationwide wireless
network of Sprint. We market Sprint PCS products and services through a number
of distribution outlets located in our territory, including our own retail
stores, major national distributors and local third party distributors. At June
30, 2004, we had total licensed POPs of over 15.8 million, covered POPs of
approximately 12.1 million and total subscribers of approximately 813,000.


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         We recognize revenues from our subscribers for the provision of
wireless telecommunications services, proceeds from the sales of handsets and
accessories through channels controlled by us and fees from Sprint and other
wireless service providers and resellers when their customers roam onto our
portion of the PCS network of Sprint. Sprint retains 8% of all service revenue
collected from our subscribers (not including products sales and roaming charges
billed to our subscribers) and all fees collected from other wireless service
providers and resellers when their customers use our portion of the PCS network
of Sprint. We report the amount retained by Sprint as an operating expense. In
addition, Sprint bills our subscribers for taxes, handset insurance, equipment
and Universal Service Fund charges and other surcharges which we do not record.
Sprint collects these amounts from the subscribers and remits them to the
appropriate entity.

         As part of our affiliation agreements with Sprint, we have contracted
with Sprint to receive back office services such as customer activation, handset
logistics, billing, customer care and network monitoring services. We initially
elected to delegate the performance of these services to Sprint to take
advantage of their economies of scale, to accelerate our build-out and market
launches and to lower our initial capital requirements. We continue to contract
with Sprint for these services today and are obligated to continue using Sprint
to provide these services through December 31, 2006. The cost for these services
is primarily on a per-subscriber or per-transaction basis and is recorded as an
operating expense.

CRITICAL ACCOUNTING POLICIES

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

         ALLOWANCE FOR DOUBTFUL ACCOUNTS - Estimates are used in determining our
allowance for doubtful accounts and are based on our historical collection
experience, current trends, credit policy, a percentage of our accounts
receivable by aging category and expectations of future bad debts based on
current collection activities. In determining the allowance, we consider
historical write-offs of our receivables as well as historical changes in our
credit policies. We also look at current trends in the credit quality of our
customer base.

         REVENUE RECOGNITION - We record equipment revenue for the sale of
handsets and accessories to customers in our retail stores and to local
resellers in our territories. We do not record equipment revenue on handsets and
accessories purchased by our customers from national resellers or directly from
Sprint. Our customers pay an activation fee when they initiate service. In the
past, we deferred this activation fee in all cases and recorded the activation
fee revenue over the estimated average life of our customers which ranges from
12 to 36 months depending on credit class and based on our past experience.
Effective July 1, 2003, we adopted the accounting provisions of Emerging Issues
Task Force ("EITF") Abstract No. 00-21, "Accounting for Revenue Arrangements
with Multiple Deliverables." Accordingly, beginning July 1, 2003, we allocate
amounts charged to customers at the point of sale between the sale of handsets
and other equipment and the sale of wireless telecommunications services in
those transactions taking place in distribution channels that we directly
control. Activation fees charged in transactions outside of our directly
controlled distribution channels continue to be deferred and amortized over the
average life of the subscriber base.

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

         The cost of handsets sold generally exceeds the retail sales price, as
it is common in our industry to subsidize the price of handsets for competitive
reasons. For handsets sold through channels controlled by Sprint that are
activated by a subscriber in our territory, we reimburse Sprint for the amount
of subsidy incurred by them in connection with the sale of these handsets. This
reimbursement paid to Sprint is reflected in our selling and marketing expenses
in the consolidated statements of operations.

         ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS - In connection with our
acquisitions of Roberts, WOW and Southwest PCS in the first quarter of 2001, we
recorded certain intangible assets including both identifiable intangibles


                                       27


<PAGE>

and goodwill. Identifiable intangibles consisted of the Sprint agreements and
the respective subscriber bases in place at the time of acquisition. The
intangible assets related to the Sprint agreements are being amortized on a
straight line basis over the remaining original term of the underlying Sprint
agreements or approximately 17.6 years. The subscriber base intangible asset was
amortized on a straight line basis over the estimated life of the acquired
subscribers or approximately 3 years. The subscriber base intangible asset
became fully amortized in the first quarter of 2004.

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

         LONG-LIVED ASSET RECOVERY - Long-lived assets, consisting primarily of
property, equipment and finite-lived intangibles, comprised approximately 76
percent of our total assets at June 30, 2004. Changes in technology or in our
intended use of these assets may cause the estimated period of use or the value
of these assets to change. In addition, changes in general industry conditions
could cause the value of certain of these assets to change. We monitor the
appropriateness of the estimated useful lives of these assets. Whenever events
or changes in circumstances indicate that the carrying amounts of these assets
may not be recoverable, we review the respective assets for impairment. The
impairment of goodwill recorded in 2002 and the trends in the wireless
telecommunications industry that drove our decision to launch a debt exchange
offer in September 2003 were deemed to be "triggering events" requiring
impairment testing of our other long-lived assets under SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." In performing
this test, assets are grouped according to identifiable cash flow streams and
the undiscounted cash flow over the life of the asset group is compared to the
carrying value of the asset group. We have determined that we have one asset
grouping related to cash flows generated by our subscriber base, which includes
all of our assets. The life of this asset group for purposes of these impairment
tests was assumed to be ten years. No impairment was indicated as a result of
these tests. Estimates and assumptions used in both estimating the useful life
and evaluating potential impairment issues require a significant amount of
judgment.

         INCOME TAXES - We utilize an asset and liability approach to accounting
for income taxes, wherein deferred taxes are provided for book and tax basis
differences for assets and liabilities. In the event differences exist between
the book and tax basis of our assets and liabilities that result in deferred
assets, an evaluation of the probability of being able to realize the future
benefits indicated by such assets is made. A valuation allowance is provided for
the portion of deferred tax assets for which there is sufficient uncertainty
regarding our ability to recognize the benefits of those assets in future years.

         The net deferred tax asset was fully reserved through December 31, 2000
because of uncertainty regarding our ability to recognize the benefit of the
asset in future years. In connection with the acquisitions in 2001, a
significant deferred tax liability was recorded related to intangibles. The
reversal of the timing differences which gave rise to the deferred tax liability
will allow us to benefit from the deferred tax asset. As such, the valuation
allowance against the deferred tax asset was reduced in 2001 to account for the
expected benefit to be realized. Prior to February 1, 2000, our 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, we became a C-corp for federal income tax
purposes and therefore subsequent losses became net operating loss carryforwards
to us. We continue to evaluate the likelihood of realizing the benefits of
deferred tax items. During 2003, we reinstated a valuation allowance to reflect
the deferred tax assets at the amounts expected to be realized.

         RELIANCE ON THE TIMELINESS AND ACCURACY OF DATA RECEIVED FROM SPRINT -
We place significant reliance on Sprint as a service provider in terms of the
timeliness and accuracy of financial and statistical data related to customers
based in our service territory that we receive on a periodic basis from Sprint.
We make significant estimates in terms of cash flows, revenue, cost of service,
selling and marketing costs and the adequacy of our allowance for uncollectible
accounts


                                       28

<PAGE>


based on this data we receive from Sprint. We obtain assurance as to the
accuracy of this data through analytic review and reliance on the service
auditor report on Sprint's internal control processes prepared by Sprint's
external service auditor. Inaccurate or incomplete data from Sprint could have a
material adverse effect on our results of operations and cash flow.

CONSOLIDATED RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2004 COMPARED TO THE THREE
AND SIX MONTH PERIODS ENDED JUNE 30, 2003

         SUBSCRIBER GROWTH AND KEY PERFORMANCE INDICATORS - We had total
subscribers of approximately 813,000 at June 30, 2004 compared to approximately
677,000 at June 30, 2003. This growth of approximately 136,000 subscribers or 20
percent year over year compares to 19 percent growth from June 30, 2002 to June
30, 2003.

         Average monthly churn for the second quarter of 2004 was approximately
2.1 percent compared to approximately 2.5 percent for the second quarter of
2003. This level of churn in the second quarter of 2004 was slightly less than
that in the first quarter of 2004 when we experienced average monthly churn of
2.4 percent. Increases in churn negatively impact our operations as we incur
significant up front costs in acquiring customers.

         SERVICE REVENUES - Service revenues consist of revenues from our
subscribers and roaming and wholesale revenue earned when subscribers from other
carriers or resellers of PCS service use our portion of the PCS network of
Sprint.

         Subscriber revenue consists of payments received from our subscribers
for monthly service under their service plans. Subscriber revenue also includes
activation fees and charges for the use of various features including PCS
Vision, the wireless web and voice activated dialing. Subscriber revenues were
$133,569 for the quarter ended June 30, 2004 compared to $114,550 for the
quarter ended June 30, 2003. This increase of 17 percent was primarily due to
the 20 percent increase in our subscriber base discussed above. Subscriber
revenues were $258,315 for the six months ended June 30, 2004 compared to
$218,574 for the six months ended June 20, 2003. This increase of 18 percent was
also primarily due to the increase in the subscriber base discussed above. Base
ARPU (which does not include roaming revenue) decreased slightly in the second
quarter of 2004 to $56 compared to $57 in the second quarter of 2003. Base ARPU
in the first six months of 2004 was $56 which was consistent with base ARPU of
$56 in the first six months of 2003.

         Roaming and wholesale revenue is comprised of revenue from Sprint and
other PCS subscribers based outside of our territory that roam onto our portion
of the PCS network of Sprint as well as revenue from resellers of PCS service
whose subscribers use our portion of the PCS network of Sprint.

         Roaming revenue was $45,774 for the quarter ended June 30, 2004
compared to $34,259 for the quarter ended June 30, 2003. This increase of 34
percent was primarily due to a 40 percent increase in inbound roaming minutes to
553 million for the quarter ended June 30, 2004 compared to 395 million for the
quarter ended June 30, 2003. Roaming revenue was $86,412 for the six months
ended June 30, 2004 compared to $65,396 for the six months ended June 30, 2003.
This increase of 32 percent was primarily due to a 43 percent increase in
inbound roaming minutes to 1,050 million for the six months ended June 30, 2004
compared to 735 million for the six months ended June 30, 2003. The percentage
increase in revenue in both the three and six month periods ended June 30, 2004
was less than the respective percentage increases in minutes due to declining
rates from carriers other than Sprint. We have a reciprocal roaming rate
arrangement with Sprint where per-minute charges for inbound and outbound
roaming related to Sprint subscribers are identical. This rate has been 5.8
cents per minute since January 1, 2003. The November 2003 amendments to our
affiliation agreements with Sprint (as amended in March 2004) that became
effective on December 1, 2003 after the completion of our debt exchange, fixed
our reciprocal roaming rate with Sprint at 5.8 cents per minute until December
31, 2006. We are currently a net receiver of roaming with Sprint, meaning that
other Sprint subscribers roam onto our network at a higher rate than our
subscribers roam onto other portions of the PCS network of Sprint. The ratio of
inbound to outbound Sprint roaming minutes was 1.13 to 1 for the six months
ended June 30, 2004 and we expect this margin to trend close to 1 to 1 over
time. The toll rate for long distance charges associated with Sprint roaming is
expected to decline gradually from its current rate of between approximately 1.5
and 2 cents per minute. We have experienced a significant increase in the volume
of inbound roaming traffic from PCS providers other than Sprint. This

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<PAGE>



traffic is settled at rates separately negotiated by Sprint on our behalf with
the other PCS providers and has declined in some cases during 2004 compared to
2003.

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

         PRODUCT SALES AND COST OF PRODUCTS SOLD - We record revenue from the
sale of handsets and accessories, net of an allowance for returns, as product
sales. Product sales revenue and cost of products sold are recorded for all
products that are sold through our retail stores as well as those sold to our
local indirect agents. The cost of handsets sold generally exceeds the retail
sales price as we subsidize the price of handsets for competitive reasons.
Sprint'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 for refurbishing, we may receive a
credit from Sprint, which is less than the amount we originally paid for the
handset.

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

         COST OF SERVICE AND OPERATIONS (EXCLUDING NON-CASH COMPENSATION) - Cost
of service and operations includes the costs of operating our portion of the PCS
network of Sprint. These costs include items such as tower leases and
maintenance as well as backhaul costs, which are costs associated with
transporting wireless calls across our portion of the PCS network of Sprint to
another carrier's network. In addition, cost of service and operations includes
outbound roaming costs, long distance charges, the fees we pay to Sprint for our
8 percent affiliation fee, back office services such as billing and customer
care, as well as our provision for estimated uncollectible accounts. Expenses of
$91,062 in the second quarter of 2004 were approximately 13 percent higher than
the $80,282 incurred in the second quarter of 2003. Expenses of $177,278 in the
first six months of 2004 were approximately 11 percent higher than the $159,599
incurred in the first six months of 2003. The increase in expenses in the second
quarter and first six months of 2004 was due to the increased volume of traffic
carried on our network. Total minutes of use on our network were 2.2 billion
minutes in the second quarter of 2004 compared to 1.5 billion minutes in the
second quarter of 2003 for an increase in traffic of 47 percent. Total minutes
of use on our network were 4.2 billion minutes in the first six months of 2004
compared to 2.8 billion minutes in the first six months of 2003 for an increase
in traffic of 50 percent. The increase in costs was less than the increase in
traffic due to the leverage we experience in spreading our fixed network
operating costs over a larger volume of activity.

         SELLING AND MARKETING EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
Selling and marketing expenses include advertising, promotion, sales commissions
and expenses related to our distribution channels including our retail store
expenses. In addition, we reimburse Sprint for the subsidy on handsets sold
through national retail stores due to the fact that these retailers purchase
their handsets from Sprint. This subsidy is recorded as a selling and marketing
expense. Total selling and marketing expenses of $31,839 in the second quarter
of 2004 were 20 percent higher than the $26,584 incurred in the second quarter
of 2003. Total selling and marketing expenses of $62,832 in the first six months
of 2004 were 15 percent higher than the $54,730 incurred in the first six months
of 2003. The increase experienced during the three months and six months ended
June 30, 2004 is attributable to an increase in variable costs due to the fact
that we


                                       30


<PAGE>

had more gross activations in the second quarter and first six months of
2004 than in the second quarter and first six months of 2003.

         GENERAL AND ADMINISTRATIVE EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
General and administrative expenses include corporate costs and expenses such as
administration and finance. General and administrative expenses of $5,508 in the
second quarter of 2004 were 4 percent less than the $5,808 incurred in the
second quarter of 2003. General and administrative expenses of $10,987 in the
first six months of 2004 were 18 percent higher than the $9,333 incurred in the
first six months of 2003. General and administrative expenses include corporate
costs and expenses such as administration and finance. The increase in the first
six months of 2004 has been the result of increased professional fees being
driven by various efforts undertaken in preparing for the reporting requirements
under the Sarbanes-Oxley Act of 2002, additional legal fees incurred in defense
of class action lawsuits brought late in 2003 and additional personnel costs.

         DEPRECIATION AND AMORTIZATION - Depreciation and amortization includes
depreciation of our property and equipment as well as amortization of
intangibles. Depreciation is calculated on the straight line method over the
estimated useful lives of the underlying assets and totaled $17,965 in the
second quarter of 2004, which was 3 percent less than the $17,403 recorded in
the second quarter of 2003. Depreciation totaled $35,945 in the first six months
of 2004 which was 5 percent higher than the $34,268 recorded in the first six
months of 2003. The increase in the first six months of 2004 is due to the
increase in depreciable costs as a result of our capital expenditures in the
last six months of 2003 and the first six months of 2004. The slight decrease in
the second quarter of 2004 compared to the second quarter of 2003 was due to a
significant amount of asset disposals related to the replacement of certain
obsolete equipment as discussed below.

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

         IMPAIRMENT OF PROPERTY AND EQUIPMENT - We recorded impairments of
property and equipment in the second quarter and first six months of 2004 of
$2,604 and $2,910, respectively, compared to $34 and $394, in the second quarter
and first six months of 2003. Impairments recorded in both periods primarily
relate to the abandonment of certain network equipment that had become
technologically obsolete.

         NON-CASH COMPENSATION -Non-cash compensation expense of $20 in the
second quarter of 2004 was 47 percent less than the $38 in the second quarter of
2003. Non-cash compensation expense of $40 in the first six months of 2004 was
49 percent less than the $79 in the first six months of 2003. The non-cash
compensation expense relates to the vesting of restricted Alamosa Holdings stock
that has been awarded to certain of our officers.

         OPERATING INCOME (LOSS) - Our operating income for the second quarter
of 2004 was $20,394 compared to $2,830 for the second quarter of 2003,
representing an improvement of $17,564. Our operating income for the first six
months of 2004 was $26,903 compared to a loss of $7,177 for the first six months
of 2003, representing an improvement of $34,080. The improvement in operating
income is primarily attributable to the leverage we are experiencing in
spreading our fixed costs over a larger base of subscribers.

         LOSS ON DEBT EXTINGUISHMENT - The loss on debt extinguishment of
$13,101 recorded in the first six months of 2004 relates to the repayment and
termination of our senior secured credit facility in January 2004. The loss is
comprised of $12,565 in net deferred loan fees related to the terminated credit
facility plus the recognition of $536 in other comprehensive loss related to
derivative instruments used for hedging interest rate risk on outstanding
borrowings under the credit facility.

         INTEREST AND OTHER INCOME - Interest and other income represents
amounts earned on the investment of excess cash including restricted cash.
Income of $219 in the second quarter of 2004 was 12 percent less than the $248
earned in the second quarter of 2003. Income of $386 in the first six months of
2004 was 37 percent less than the $617 earned in


                                       31
<PAGE>

the first six months of 2003. The decrease in interest earned in the second
quarter is primarily due to declining interest rates in the market. The decrease
in interest earned in the first six months is also due to declining rates in the
market as well as the decrease in restricted cash of approximately $25 million
during the first six months of 2003.

         INTEREST EXPENSE - Interest expense for the second quarter of 2004 and
2003 included non-cash interest of $6,278 and $8,825, respectively, related to
the accretion of senior discount notes, the amortization of debt issuance costs
and changes in the fair value of hedge instruments that do not qualify for hedge
accounting treatment. The decrease in total interest expense to $18,952 in the
second quarter of 2004 from $25,951 in the second quarter of 2003 is due to the
decreased level of debt after the debt exchange completed in November 2003
coupled with a lower interest rate on senior notes issued in November 2003 and
January 2004.

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

INCOME TAXES

         We account for income taxes in accordance with SFAS No. 109 "Accounting
for Income Taxes." As of December 31, 2000, the net deferred tax asset consisted
primarily of temporary differences related to the treatment of organizational
costs, unearned compensation, interest expense and net operating loss carry
forwards. The net deferred tax asset was fully offset by a valuation allowance
as of December 31, 2000 because there was sufficient uncertainty as to whether
we would recognize the benefit of those deferred taxes in future periods. In
connection with the acquisitions completed in the first quarter of 2001, we
recorded significant deferred tax liabilities due to differences in the book and
tax basis of the net assets acquired particularly due to the intangible assets
recorded in connection with the acquisitions.

         The reversal of the timing differences which gave rise to these
deferred tax liabilities allowed us to realize the benefit of timing differences
which gave rise to the deferred tax asset. As a result, we released the
valuation allowance during the second quarter of 2001. Prior to 2001, all
deferred tax benefit had been fully offset by an increase in the valuation
allowance such that there was no financial statement impact with respect to
income taxes. With the reduction of the valuation allowance in 2001, we began to
reflect a deferred tax benefit in our consolidated statement of operations.
During 2003, we reinstated a valuation allowance to reflect the deferred tax
assets at the amounts expected to be realized. During the first six months of
2004, we recorded a 100 percent valuation allowance against all current net
operating losses generated for tax purposes and recorded $625 in current income
tax expense related to our expected alternative minimum tax ("AMT") liability
for 2004.

CASH FLOWS

         OPERATING ACTIVITIES - Operating cash flows increased $42,161 in the
first six months of 2004 compared to the first six months of 2003. This increase
is primarily due to our increased income before non-cash items of $36,812
coupled with working capital changes of $5,349.

         INVESTING ACTIVITIES - Our investing cash flows were negative $92,374
in the first six months of 2004 compared to positive $8,235 in the first six
months of 2003. The decrease of $100,609 is due primarily to three items. First,
our cash capital expenditures for the first six months of 2004 were $23,440
higher than that in the first six months of 2003 due to the payment of
obligations incurred in the fourth quarter of 2003. Secondly, the first six
months of 2004 included a decrease in restricted cash of $24,977 which is
reflected as a positive cash flow from investing activities in that quarter.
Restricted cash only decreased by $1 in the first six months of 2004.
Additionally, in the first six months of 2004, we established a short term
investment account in an effort to improve yields on excess liquidity. The
amount invested in the first six months of 2004 was $50,119.

         FINANCING ACTIVITIES - Our financing cash flows increased in the first
six months of 2004 to a positive $35,520 from a negative $873 in the first six
months of 2003. Our financing cash flows in the first six months of 2003
primarily consisted of repayments on capital leases and capital distributions
paid to Alamosa Holdings.. In the first quarter of 2004, we received net
proceeds from an offering of senior notes of approximately $242 million which
were used to



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<PAGE>


permanently repay $200 million in borrowings outstanding under our senior
secured credit facility. We paid capital distributions to Alamosa Holdings of
$6,050 during the first six months of 2004.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, we have financed our operations through capital
contributions from our owners, debt financing and proceeds generated from public
offerings of our common stock. The proceeds from these transactions have been
used to fund the build-out of our portion of the PCS network of Sprint,
subscriber acquisition costs and working capital.

         While we have incurred significant net losses since inception and
negative cash flows from operating activities through 2002, we generated
approximately $56 million and $62 million of cash flows from operating
activities for the year ended December 31, 2003 and the six months ended June
30, 2004, respectively. In November 2003, we completed a debt exchange that
provided for approximately $238 million of principal debt reduction.

         As of June 30, 2004, we had $103 million of cash on hand as well as $50
million in short term investments which we believe will be sufficient to fund
expected capital expenditures and to cover our working capital and debt service
requirements (including dividends on preferred stock) for at least the next 12
months.

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

FUTURE TRENDS THAT MAY AFFECT OPERATING RESULTS, LIQUIDITY AND CAPITAL RESOURCES

         During 2002 and 2003, we experienced overall declining net subscriber
growth compared to previous periods. This trend is attributable to increased
competition and slowing aggregate subscriber growth in the wireless
telecommunications industry. Although we did experience improvement in
subscriber growth in the second quarter and first six months of 2004, we are
currently experiencing net losses as we continue to add subscribers, which
requires a significant up-front investment to acquire those subscribers. If net
subscriber growth does not continue to improve, it will lengthen the amount of
time it will take for us to reach a sufficient number of subscribers to achieve
profitability.

         We may experience a higher average monthly churn rate. Our average
monthly churn for the second quarter of 2004 was 2.1 percent compared to 2.7
percent for the year ended December 31, 2003 and 3.4 percent for the year ended
December 31, 2002. The rate of churn experienced in 2002 was the highest that we
have experienced on an annual basis since the inception of the Company. We
expect that in the near term churn may increase as a result of the
implementation of the FCC's WLNP mandate in all of our markets during the second
quarter of 2004. Through the second quarter of 2004, we have not experienced a
material impact to churn related to WLNP with respect to the markets in which we
operate. If average monthly churn increases over the long-term, we would lose
the cash flows attributable to those customers and have greater than projected
losses.

         We may incur significant handset subsidy costs for existing customers
who upgrade to a new handset. As our customer base matures and technological
advances in our services take place, more existing customers will begin to
upgrade to new handsets to take advantage of these services. We have limited
historical experience regarding the rate at which existing customers upgrade
their handsets and if more customers upgrade than we are currently anticipating,
it could have a material adverse impact on our earnings and cash flows.

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

                                       33
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Omitted under the reduced disclosure format pursuant to General
Instruction H(2)(c) of Form 10-Q.

ITEM 4. CONTROLS AND PROCEDURES

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

(b)      Changes in Internal Control Over Financial Reporting. There have not
         been any changes in our internal controls over financial reporting (as
         such term is defined in Rules 13a-15(f) and 15d-15(f) under the
         Exchange Act) during the fiscal quarter to which this report relates
         that have materially affected, or are reasonably likely to materially
         affect, our internal controls over financial reporting.

We place reliance on Sprint to adequately design its internal controls with
respect to the processes established to provide financial information and other
information to us and the other PCS Affiliates of Sprint. To address this issue,
Sprint engages its independent auditors to perform a periodic evaluation of
these controls and to provide a "Report on Controls Placed in Operation and
Tests of Operating Effectiveness for Affiliates" under guidance provided in
Statement of Auditing Standards No. 70. This report is provided semi-annually to
us.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

In November and December 2003 and January 2004, multiple lawsuits were filed
against Alamosa Holdings and David E. Sharbutt, its Chairman and Chief Executive
Officer as well as Kendall W. Cowan, its Chief Financial officer. Steven
Richardson, our Chief Operating Officer, was also a named defendant in one of
the lawsuits. Each claim is a purported class action filed on behalf of a
putative class of persons who and/or entities that purchased Alamosa Holdings'
securities between January 9, 2001 and June 13, 2002, inclusive, and seeks
recovery of compensatory damages, fees and costs. Each lawsuit was filed in the
United States District Court for the Northern District of Texas, in either the
Lubbock Division or the Dallas Division. On February 27, 2004, the lawsuits were
consolidated into one action pending in the United States District Court for the
Northern District of Texas, Lubbock Division. On March 4, 2004, the Court
appointed the Massachusetts State Guaranteed Annuity Fund to serve as lead
plaintiff and approved its selection of lead counsel for the consolidated
action.

                                       34
<PAGE>


On May 18, 2004, the lead plaintiff filed a consolidated complaint. The
consolidated complaint names three of the original defendants (Alamosa Holdings,
David Sharbutt and Kendall Cowan), drops one of the original defendants (Steven
Richardson) and names two new defendants who are outside directors (Michael
Roberts and Steven Roberts). The putative class period remains the same. The
consolidated complaint alleges violations of Sections 10(b) and 20(a) of the
Exchange Act, Rule 10b-5 promulgated thereunder, and Sections 11 and 15 of the
Securities Act. The consolidated complaint seeks recovery of compensatory
damages, fees, costs, recission or rescissory damages in connection with the
Sections 11 and 15 claims, and injunctive relief and/or disgorgement in
connection with defendants' insider trading proceeds. At the end of the putative
class period on June 13, 2002, Alamosa Holdings announced that its projection of
net subscriber additions for the second quarter of 2002 would be less than
previously projected. The consolidated complaint alleges, among other things,
that Alamosa Holdings made false and misleading statements about subscriber
additions during the putative class period. The consolidated complaint also
alleges that Alamosa Holdings' financial statements were false and misleading
because it improperly recognized revenue and failed to record adequate
allowances for uncollectible receivables. The defendants' motion to dismiss the
consolidated complaint was filed on July 26, 2004.

We believe that the defendants have meritorious defenses to these claims and
intend to vigorously defend these actions. No discovery has been taken at this
time, and the ultimate outcome is not currently predictable. There can be no
assurance that the litigation will be resolved in the defendants' favor and an
adverse resolution could adversely affect our financial condition.

On July 8 and 15, 2004, two shareholder derivative suits, each asserting
identical allegations, were filed in State District Court in Dallas County,
Texas on behalf of Alamosa Holdings against certain of its officers and
directors: David E. Sharbutt, its Chairman and Chief Executive Officer, Kendall
W. Cowan, its Chief Financial Officer, as well as other current and former
members of Alamosa Holdings' board of directors, including Scotty Hart, Michael
V. Roberts, Ray M. Clapp, Jr., Schuyler B. Marshall, Thomas F. Riley, Jr. Steven
C. Roberts, Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suits also
name Alamosa Holdings as a nominal defendant. Based on allegations substantially
similar to the federal shareholder action, the suits assert claims for
defendants' alleged violations of state law, including breaches of fiduciary
duty, abuse of control, gross mismanagement, waste of corporate assets and
unjust enrichment that allegedly occurred between January 2001 and June 2002.
The suits seek recovery of damages, fees, costs, equitable and/or injunctive
remedies, and disgorgement of all profits, benefits and other compensation.

On November 26, 2003, Core Group PC filed a claim against Alamosa PCS and four
other PCS Affiliates of Sprint in the United States District Court for the
District of Kansas alleging copyright infringement related to the designs used
in Sprint retail stores. The complainant sought money damages and an injunction
against Alamosa PCS' continued use of the alleged copyrighted designs. This
claim was dismissed on June 4, 2004 with no adverse impact to us.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

         Omitted under the reduced disclosure format pursuant to General
Instruction H(2)(b) of Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         Omitted under the reduced disclosure format pursuant to General
Instruction H(2)(b) of Form 10-Q.

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

         Omitted under the reduced disclosure format pursuant to General
Instruction H(2)(b) of Form 10-Q.

ITEM 5. OTHER INFORMATION.

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)           See the Exhibit Index following the signature page hereto for a
              list of the exhibits filed pursuant to Item 601 of Regulation S-K:

                                       35
<PAGE>

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

         None.

                                       36
<PAGE>


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 (DELAWARE), 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)

                                       37

<PAGE>


EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number       Exhibit Title
--------------       -------------
<S>                  <C>
3.1                  Amended and Restated Certificate of Incorporation of Alamosa (Delaware),
                     Inc., filed as Exhibit 3.1 to Form 10-Q of Alamosa (Delaware), Inc. for the
                     quarterly period ended June 30, 2001, which exhibit is incorporated herein
                     by reference.

3.2                  Amended and Restated Bylaws of Alamosa (Delaware), Inc., filed as Exhibit
                     3.2 to the Registration Statement on Form S-4, dated May 9, 2001
                     (Registration No. 333-60572) of Alamosa (Delaware), Inc., which exhibit is
                     incorporated herein by reference.

10.1+                Second Amended and Restated Alamosa Holdings, Inc. Employee Stock Purchase
                     Plan filed as Exhibit 10.39 to Amendment No. 1 to the Registration Statement
                     of Form S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa
                     (Delaware), Inc., which exhibit is incorporated herein by reference.

10.2                 Addendum VIII to Sprint PCS Management Agreement and Sprint PCS Services
                     Agreement, dated June 14, 2004, by and among Sprint Spectrum L.P.,
                     WirelessCo, L.P., Sprint Communications Company L.P. and Washington Oregon
                     Wireless, LLC, filed as Exhibit 10.65 to Amendment No. 1 to the Registration
                     Statement on Form S-4, dated July 14, 2004 (Registration No. 333-114592), of
                     Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.

10.3                 Addendum XII to Sprint PCS Management Agreement and Sprint PCS Services
                     Agreement, dated June 14, 2004, by and among Sprint Spectrum L.P.,
                     WirelessCo, L.P., Sprint Communications Company L.P. and Texas
                     Telecommunications LP, filed as Exhibit 10.66 to Amendment No. 1 to the
                     Registration Statement on Form S-4, dated July 14, 2004 (Registration No.
                     333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated
                     herein by reference.

10.4                 Addendum VII to Sprint PCS Management Agreement and Sprint PCS Services
                     Agreement, dated June 14, 2004, by and among Sprint Spectrum L.P.,
                     SprintCom, Inc., WirelessCo, L.P., Sprint Communications Company L.P. and
                     Southwest PCS, L.P., filed as Exhibit 10.67 to Amendment No. 1 to the
                     Registration Statement on Form S-4, dated July 14, 2004 (Registration No.
                     333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated
                     herein by reference.

10.5                 Addendum XI to Sprint PCS Management Agreement and Sprint PCS Services
                     Agreement, dated June 14, 2004, by and among Sprint Spectrum L.P.,
                     WirelessCo, L.P., Sprint Communications Company L.P. and Alamosa Wisconsin
                     Limited Partnership, filed as Exhibit 10.68 to Amendment No. 1 to the
                     Registration Statement on Form S-4, dated July 14, 2004 (Registration No.
                     333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated
                     herein by reference.

10.6                 Addendum XII to Sprint PCS Management Agreement and Sprint PCS Services
                     Agreement, dated June 14, 2004 by and among Sprint Spectrum L.P.,
                     WirelessCo, L.P., Sprint Communications Company L.P. and Alamosa



                                       38



<PAGE>



                      Missouri, LLC, filed as Exhibit 10.69 to Amendment No. 1 to the Registration
                      Statement on Form S-4, dated July 14, 2004 (Registration No. 333-114592), of
                      Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.

31.1*                 Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of
                      2002.

31.2*                 Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of
                      2002.

32.1*                 Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
                      to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*                 Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
                      to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

+        Exhibit is a management contract.
*        Exhibit is filed herewith.


                                           39