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UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.20549

FORM 10-Q

(Mark One)

|        |                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period endedMarch  31,2006 |

OR

|        |                                                                                                                                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 for the transition period from                 to                 |

COMMISSION FILENUMBER: 001-15657

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

|                                                             |  |                                     |  |  |  |  |
|-------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 75-2843707                          |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
|                                                             |

2001 EDMUND HALLEY DRIVERESTON,VIRGINIA 20191(Address of principal executive offices,including zip code)

(703)433-4000(Registrant’s telephone number, includingarea code)

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

Indicate bycheck mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of‘‘accelerated filer and large acceleratedfiler’’ in Rule 12b-2 of the ExchangeAct.

Large acceleratedfiler       Acceleratedfiler       Non-acceleratedfiler   

Indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the Act).Yes       No   

There iscurrently no public market for the registrant’s commonstock.

As of May  12,  2006, 100 shares ofcommon stock, par value $.01 per share, of the registrant were issuedand outstanding.

The registrant meets the conditions setforth in General Instructions H(1)(a) and (b) of Form 10-Q and istherefore filing this form with the reduced disclosureformat.

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ALAMOSA (DELAWARE),INC.

TABLE OFCONTENTS

|                  |  |                                                                                                   |  |        |        |        |  |  |  |  |
|------------------|--|---------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|--|--|
|             |  |                                                                                              |  |   | PAGE   |   |
| PARTI            |  | FINANCIALINFORMATION                                                                              |  |   |
| Item1.           |  | FinancialStatements                                                                               |  |   |   |   |
|             |  | Consolidated Balance Sheets atMarch 31, 2006 and December 31, 2005(unaudited)                     |  | 3      |
|             |  | ConsolidatedStatements of Operations for the three months ended March31, 2006 and 2005(unaudited) |  | 4      |
|             |  | ConsolidatedStatements of Cash Flows for the three months ended March31, 2006 and 2005(unaudited) |  | 5      |
|             |  | Notes to theConsolidated FinancialStatements                                                      |  | 6      |
| Item2.           |  | Management’s Discussion and Analysis of FinancialCondition and Results ofOperations         |  | 16     |
| Item3.           |  | Quantitative and Qualitative Disclosures About MarketRisk                                         |  | 24     |
| Item 4.          |  | ControlsandProcedures                                                                             |  | 24     |
| PARTII           |  | OTHERINFORMATION                                                                                  |  |   |
| Item 1.          |  | LegalProceedings                                                                                  |  | 25     |
| Item1A.          |  | RiskFactors                                                                                       |  | 25     |
| Item2.           |  | Unregistered Sales of Equity Securities and Use ofProceeds                                        |  | 25     |
| Item3.           |  | Defaults Upon SeniorSecurities                                                                    |  | 25     |
| Item4.           |  | Submission of Matters to a Vote of SecurityHolders                                                |  | 25     |
| Item 5.          |  | OtherInformation                                                                                  |  | 25     |
| Item6.           |  | Exhibits                                                                                          |  | 25     |
| SIGNATURES  |  | 26                                                                                                |
|                  |

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PARTI – FINANCIAL INFORMATIONITEM 1.    FINANCIALSTATEMENTS

ALAMOSA (DELAWARE), INC.CONSOLIDATED BALANCESHEETS(UNAUDITED)(dollars in thousands, except shareinformation)

|                                                                                                             |  |               |           |                  |  |        |           |         |  |  |
|-------------------------------------------------------------------------------------------------------------|--|---------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                        |  | March31, 2006 |           | December 31,2005 |
| ASSETS                                                                                                      |  |          |      |             |  |   |      |    |
| Currentassets:                                                                                              |  |          |      |             |  |   |      |    |
| Cash and cashequivalents                                                                                    |  | $             | 89,776    |             |  | $      | 122,187   |    |
| Shortterminvestments                                                                                        |  |          | 52,803    |             |  |   | 52,024    |    |
| Customeraccounts receivable, net                                                                            |  |          | 54,515    |             |  |   | 61,642    |    |
| Receivablefrom SprintNextel                                                                                 |  |          | 37,352    |             |  |   | 23,079    |    |
| Receivablefrom AlamosaHoldings                                                                              |  |          | 41,431    |             |  |   | 19,429    |    |
| Interestreceivable                                                                                          |  |          | 17        |             |  |   | 237       |    |
| Inventory                                                                                                   |  |          | 8,795     |             |  |   | 9,283     |    |
| Prepaidexpenses and otherassets                                                                             |  |          | 8,354     |             |  |   | 11,889    |    |
| Deferredcustomer acquisitioncosts                                                                           |  |          | 4,055     |             |  |   | 4,293     |    |
| Deferredtaxasset                                                                                            |  |          | 14,695    |             |  |   | 14,695    |    |
| Totalcurrentassets                                                                                          |  |          | 311,793   |             |  |   | 318,758   |    |
| Propertyand equipment,net                                                                                   |  |          | 428,688   |             |  |   | 442,975   |    |
| Debt issuancecosts, net                                                                                     |  |          | 7,863     |             |  |   | 8,103     |    |
| Intangibleassets, net                                                                                       |  |          | 382,219   |             |  |   | 390,087   |    |
| Othernoncurrentassets                                                                                       |  |          | 3,546     |             |  |   | 3,582     |    |
| Totalassets                                                                                                 |  | $             | 1,134,109 |             |  | $      | 1,163,505 |    |
| LIABILITIESAND STOCKHOLDER’SEQUITY                                                                    |  |          |      |             |  |   |      |    |
| Currentliabilities:                                                                                         |  |          |      |             |  |   |      |    |
| Accountspayable                                                                                             |  | $             | 1,721     |             |  | $      | 16,856    |    |
| Accruedexpenses                                                                                             |  |          | 50,650    |             |  |   | 44,321    |    |
| Payableto SprintNextel                                                                                      |  |          | 41,957    |             |  |   | 29,193    |    |
| Interestpayable                                                                                             |  |          | 13,088    |             |  |   | 32,740    |    |
| Deferredrevenue                                                                                             |  |          | 27,121    |             |  |   | 25,172    |    |
| Currentinstallments of capitalleases                                                                        |  |          | 91        |             |  |   | 102       |    |
| Totalcurrentliabilities                                                                                     |  |          | 134,628   |             |  |   | 148,384   |    |
| Longterm liabilities:                                                                                       |  |          |      |             |  |   |      |    |
| Capitalleaseobligations                                                                                     |  |          | 628       |             |  |   | 647       |    |
| Othernoncurrentliabilities                                                                                  |  |          | 8,270     |             |  |   | 8,309     |    |
| Deferredtaxliability                                                                                        |  |          | 32,484    |             |  |   | 29,752    |    |
| Seniornotes                                                                                                 |  |          | 747,777   |             |  |   | 748,123   |    |
| Totallong termliabilities                                                                                   |  |          | 789,159   |             |  |   | 786,831   |    |
| Totalliabilities                                                                                            |  |          | 923,787   |             |  |   | 935,215   |    |
| Commitmentsand contingencies (see Note12)                                                                   |  |          | —   |             |  |   | —   |    |
| Stockholder’sequity:                                                                                  |  |          |      |             |  |   |      |    |
| Preferred stock,$.01 par value; 1,000 shares authorized; no sharesissued                                    |  |          | —   |             |  |   | —   |    |
| Commonstock, $.01 par value; 9,000 shares authorized; 100 and 100 sharesissued and outstanding,respectively |  |          | —   |             |  |   | —   |    |
| Additionalpaid-incapital                                                                                    |  |          | 914,964   |             |  |   | 939,118   |    |
| Accumulateddeficit                                                                                          |  |          | (704,642  | )           |  |   | (709,130  | )  |
| Unearnedcompensation                                                                                        |  |          | —   |             |  |   | (1,698    | )  |
| Totalstockholder’sequity                                                                              |  |          | 210,322   |             |  |   | 228,290   |    |
| Totalliabilities and stockholder’sequity                                                              |  | $             | 1,134,109 |             |  | $      | 1,163,505 |    |
|                                                                                                             |

Theaccompanying notes are an integral part of the consolidated financialstatements.

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ALAMOSA (DELAWARE),INC.CONSOLIDATED STATEMENTS OFOPERATIONS(UNAUDITED)(dollars inthousands)

|                                                                                                                                                                     |  |                                   |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                                                                |  | Forthe three months endedMarch31, |
|                                                                                                                                                                |  | 2006                              |         | 2005    |
| Revenues:                                                                                                                                                           |  |                              |    |    |  |   |    |    |
| Subscriberrevenues                                                                                                                                                  |  | $                                 | 177,158 |    |  | $      | 155,031 |    |
| Roamingand wholesalerevenues                                                                                                                                        |  |                              | 69,252  |    |  |   | 60,606  |    |
| Servicerevenues                                                                                                                                                     |  |                              | 246,410 |    |  |   | 215,637 |    |
| Productsales                                                                                                                                                        |  |                              | 8,772   |    |  |   | 7,967   |    |
| Totalrevenue                                                                                                                                                        |  |                              | 255,182 |    |  |   | 223,604 |    |
| Costsand expenses:                                                                                                                                                  |  |                              |    |    |  |   |    |    |
| Cost ofservice and operations (excluding depreciation shown separately belowof $20,682 and $17,882 for the three months ended March31,  2006 and 2005,respectively) |  |                              | 120,177 |    |  |   | 101,558 |    |
| Costof productssold                                                                                                                                                 |  |                              | 20,271  |    |  |   | 24,151  |    |
| Sellingand marketing                                                                                                                                                |  |                              | 33,191  |    |  |   | 36,520  |    |
| General andadministrative expenses                                                                                                                                  |  |                              | 8,021   |    |  |   | 6,630   |    |
| Merger relatedexpenses                                                                                                                                              |  |                              | 17,949  |    |  |   | 436     |    |
| Depreciationandamortization                                                                                                                                         |  |                              | 29,351  |    |  |   | 26,349  |    |
| (Gain)loss on disposal of property andequipment                                                                                                                     |  |                              | 2       |    |  |   | (24     | )  |
| Totalcosts andexpenses                                                                                                                                              |  |                              | 228,962 |    |  |   | 195,620 |    |
| Incomefrom operations                                                                                                                                               |  |                              | 26,220  |    |  |   | 27,984  |    |
| Losson debtextinguishment                                                                                                                                           |  |                              | (3      | )  |  |   | — |    |
| Interestand other income                                                                                                                                            |  |                              | 1,470   |    |  |   | 768     |    |
| Interestexpense                                                                                                                                                     |  |                              | (19,975 | )  |  |   | (19,586 | )  |
| Incomebefore income taxes                                                                                                                                           |  |                              | 7,712   |    |  |   | 9,166   |    |
| Income tax expense                                                                                                                                                  |  |                              | (3,224  | )  |  |   | (1,551  | )  |
| Netincome                                                                                                                                                           |  | $                                 | 4,488   |    |  | $      | 7,615   |    |
|                                                                                                                                                                     |

Theaccompanying notes are an integral part of the consolidated financialstatements.

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ALAMOSA (DELAWARE),INC.CONSOLIDATED STATEMENTS OF CASHFLOWS(UNAUDITED)(dollars inthousands)

|                                                                             |  |                                    |         |         |  |        |          |         |  |  |
|-----------------------------------------------------------------------------|--|------------------------------------|---------|---------|--|--------|----------|---------|--|--|
|                                                                        |  | Forthe three months ended March31, |
|                                                                        |  | 2006                               |         | 2005    |
| Cashflows from operatingactivities:                                         |  |                               |    |    |  |   |     |    |
| Net income                                                                  |  | $                                  | 4,488   |    |  | $      | 7,615    |    |
| Adjustmentsto reconcile net income to net cash used in operatingactivities: |  |                               |    |    |  |   |     |    |
| Non-cashcompensation                                                        |  |                               | 13,823  |    |  |   | 603      |    |
| Non-cashaccretion of asset retirementobligations                            |  |                               | 67      |    |  |   | 55       |    |
| Provisionfor baddebts                                                       |  |                               | 2,763   |    |  |   | 1,773    |    |
| Depreciationand amortization of property andequipment                       |  |                               | 21,483  |    |  |   | 18,783   |    |
| Amortizationof intangibleassets                                             |  |                               | 7,868   |    |  |   | 7,566    |    |
| Amortizationof financing costs included in interestexpense                  |  |                               | 240     |    |  |   | 228      |    |
| Interestaccreted on discountnotes                                           |  |                               | — |    |  |   | 6,571    |    |
| Deferredincome taxexpense                                                   |  |                               | 2,733   |    |  |   | —  |    |
| (Gain)loss on disposal of property andequipment                             |  |                               | 2       |    |  |   | (24      | )  |
| (Increase)decrease in:                                                      |  |                               |    |    |  |   |     |    |
| Receivablefrom/payable toparent                                             |  |                               | (23,511 | )  |  |   | (19,689  | )  |
| Receivables                                                                 |  |                               | 4,584   |    |  |   | (16,011  | )  |
| Inventory                                                                   |  |                               | 488     |    |  |   | (1,892   | )  |
| Prepaidexpenses and otherassets                                             |  |                               | 3,808   |    |  |   | (1,926   | )  |
| Decreasein:                                                                 |  |                               |    |    |  |   |     |    |
| Accounts payable andaccruedexpenses                                         |  |                               | (17,552 | )  |  |   | (8,527   | )  |
| Netcash provided by (used in) operatingactivities                           |  |                               | 21,284  |    |  |   | (4,875   | )  |
| Cashflows from investingactivities:                                         |  |                               |    |    |  |   |     |    |
| Proceeds fromsale ofassets                                                  |  |                               | 12      |    |  |   | 131      |    |
| Purchases ofproperty andequipment                                           |  |                               | (16,273 | )  |  |   | (22,773  | )  |
| Proceedsfrom sale of short terminvestments                                  |  |                               | 51,909  |    |  |   | 54,025   |    |
| Purchasesof short terminvestments                                           |  |                               | (52,688 | )  |  |   | (54,362  | )  |
| Netcash used in investingactivities                                         |  |                               | (17,040 | )  |  |   | (22,979  | )  |
| Cashflows from financingactivities:                                         |  |                               |    |    |  |   |     |    |
| Capitaldistributions to AlamosaHoldings                                     |  |                               | (36,280 | )  |  |   | (73,980  | )  |
| Paymentson capitalleases                                                    |  |                               | (29     | )  |  |   | (26      | )  |
| Repayment ofseniornotes                                                     |  |                               | (346    | )  |  |   | —  |    |
| Netcash used in financingactivities                                         |  |                               | (36,655 | )  |  |   | (74,006  | )  |
| Netdecrease in cash and cashequivalents                                     |  |                               | (32,411 | )  |  |   | (101,860 | )  |
| Cashand cash equivalents at beginning ofperiod                              |  |                               | 122,187 |    |  |   | 127,132  |    |
| Cashand cash equivalents at end ofperiod                                    |  | $                                  | 89,776  |    |  | $      | 25,272   |    |
| Supplementaldisclosure of non-cash financing and investingactivities:       |  |                               |    |    |  |   |     |    |
| Assetretirement obligationscapitalized                                      |  | $                                  | 22      |    |  | $      | 207      |    |
| Changein accounts payable for purchases of property andequipment            |  |                               | (9,086  | )  |  |   | 361      |    |
| Noncash fixed assetadditions                                                |  |                               | 60      |    |  |   | —  |    |
|                                                                             |

Theaccompanying notes are an integral part of the consolidated financialstatements.

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

|          |                                                                |
|----------|----------------------------------------------------------------|
| 1.  | BASIS OFPRESENTATION OF UNAUDITED INTERIM FINANCIALINFORMATION |

The unaudited consolidated balancesheets at March  31,  2006 and December  31,2005, the unaudited consolidated statements of operations for the threemonths ended March  31,  2006 and 2005, the unauditedconsolidated statements of cash flows for the three months endedMarch  31,  2006 and 2005 and related footnotes have beenprepared in accordance with accounting principles generally accepted inthe United States of America for interim financial information andArticle 10 of Regulation S-X. Accordingly, they do not include all ofthe information and footnotes required annually by accountingprinciples generally accepted in the United States of America. Thefinancial information presented should be read in conjunction with theaudited consolidated financial statements as of and for the year endedDecember  31,  2005. In the opinion of management, theinterim data includes all adjustments (consisting of only normallyrecurring adjustments) necessary for a fair statement of the resultsfor the interim periods. Operating results for the three months endedMarch  31,  2006 are not necessarily indicative of resultsthat may be expected for the year ending December  31,2006.

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

2.    ORGANIZATION AND BUSINESSOPERATIONS

Alamosa (Delaware), Inc.(‘‘Alamosa (Delaware)’’) is a directwholly-owned subsidiary of Alamosa PCS Holdings, Inc., an indirectwholly-owned subsidiary of Alamosa Holdings, Inc.(‘‘Alamosa Holdings’’) and an indirectwholly-owned subsidiary of Sprint Nextel Corporation(‘‘Sprint Nextel’’). Alamosa Holdings wasformed in July  2000. Alamosa (Delaware) is a holding company andthrough its subsidiaries provides wireless personal communicationsservices, commonly referred to as PCS, in the Southwestern,Southeastern, Northwestern and Midwestern United States. Alamosa(Delaware) and its subsidiaries are collectively referred to in theseconsolidated financial statements as the‘‘Company.’’

OnFebruary  1,  2006, Sprint Nextel completed its acquisitionof Alamosa Holdings and Alamosa Holdings became a wholly-ownedsubsidiary of Sprint Nextel. In turn, Alamosa (Delaware) became anindirect wholly-owned subsidiary of Sprint Nextel. The acquisition ofAlamosa Holdings by Sprint Nextel was accounted for as an acquisitionof a business using the purchase method of accounting under SFAS No.141, ‘‘Business Combinations.’’Accordingly, the purchase price was allocated to the assets andliabilities acquired based on fair value. The consolidated financialstatements of Alamosa (Delaware) as of March  31,  2006 andfor the three months ended March  31,  2006 do not reflectany adjustments in connection with this purchase price allocation asall such adjustments are reflected at the parent company and were notreflected in the Alamosa (Delaware) financialstatements.

Alamosa (Delaware) shares certaincorporate costs with its sister company AirGate PCS, Inc., which is awholly-owned subsidiary of Alamosa Holdings, in accordance with a boardapproved cost sharing policy. These costs are incurred by Alamosa(Delaware) and allocated between Alamosa (Delaware) and AirGate basedon each company’s respective minutes of use on its network.Total costs allocated to AirGate in the three months ended March31,  2006 and 2005 were $21,951 and $2,975,respectively.

3.    LIQUIDITY AND CAPITALRESOURCES

Since inception, the Company hasfinanced its operations through capital contributions from owners,through debt financing and through proceeds generated from publicofferings of its and 

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

Alamosa Holdings’ common stock. Theproceeds from these transactions have been used to fund the build-outof the Company’s PCS network, subscriber acquisition costs andworking capital.

The Company had net cash flowsfrom operating activities of approximately $21  million andnegative $5  million for the three months ended March31,  2006 and 2005, respectively. Additionally, the Companyreported net income of $4  million for the three months endedMarch  31,  2006.

As of March31,  2006, the Company had $90  million in cash and cashequivalents as well as $53  million in short term investments andbelieves that this cash on hand plus the additional liquidity that itexpects to generate from operations will be sufficient to fund expectedcapital expenditures and to cover its working capital and debt servicerequirements for at least the next 12 months.

TheCompany’s future liquidity will be dependent on a number offactors influencing its operating cash flows, including subscribergrowth, average revenue per user, average monthly churn and costs toacquire subscribers. Should actual results differ significantly fromassumptions regarding these factors, the Company’s liquidityposition could be adversely affected and it could be in a position thatwould require it to raise additional capital, which may or may not beavailable on terms acceptable to the Company, if at all, and could havea material adverse effect on the Company’s ability to achieveits intended businessobjectives.

4.    STOCK-BASEDCOMPENSATION

Prior to January1,  2006, the Company elected to follow Accounting PrinciplesBoard (‘‘APB’’) Opinion No. 25,‘‘Accounting for Stock Issued toEmployees’’ and related interpretations in accounting forits employee stock options. Effective January  1,  2006,the Company adopted the provisions of SFAS No. 123(R),‘‘Share Based Payment,’’ using the modifiedprospective method which requires the Company to record compensationexpense related to stock based compensation based on the fair value ofstock based compensation awards. No stock-based employee compensationcost related to option grants is reflected in the consolidatedstatements of operations for the three months ended March31,  2005, as all options granted by the Company had an exerciseprice equal to or greater than the market value of the underlyingAlamosa Holdings common stock on the date of grant resulting in nointrinsic value under APB Opinion No. 25. Non-cash compensation expensereflected in the consolidated statements of operations for the threemonth period ended March  31,  2005 is related to thevesting of shares of restricted stock awarded to officers and directorsand unrestricted shares of stock awarded to directors and is notrelated to the granting of stock options. The following tableillustrates the effect on net loss if the Company had applied the fairvalue recognition provisions of SFAS No. 123,‘‘Accounting for Stock-BasedCompensation,’’ to stock-based employeecompensation:

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

|                                                                                                                              |  |                                         |        |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------------|--------|---------|--|--|
|                                                                                                                         |  | Forthe three months endedMarch 31, 2005 |
| Netincome (loss) – asreported                                                                                          |  | $                                       | 7,615  |    |
| Add: stock-based employeecompensation included in reported net income or loss, net of relatedtax effects                     |  |                                    | 374    |    |
| Deduct: stock-based employeecompensation expense determined under fair value method for all awards,net of related taxeffects |  |                                    | (1,000 | )  |
| Netincome (loss) – proforma                                                                                            |  | $                                       | 6,989  |    |
|                                                                                                                              |

Inconnection with the acquisition of Alamosa Holdings by Sprint Nextel onFebruary  1,  2006, all outstanding employee stock optionsimmediately vested resulting in the recognition of $8,041 incompensation expense related to the remaining unamortized value ofthese options at the time they were vested. For those options that hadexercise prices below the $18.75 per share that Sprint Nextel paid forAlamosa Holdings’ common stock, the holders were paid theintrinsic value of the options. Cash payments in the three months endedMarch  31,  2006 to holders of these options was $36,280.This amount was charged to equity in accordance with the provisions ofSFAS No. 123(R). As of March  31,  2006, the Company has nooutstanding stock-based compensation awards.

|          |                    |
|----------|--------------------|
| 5.  | ACCOUNTSRECEIVABLE |

Customer accountsreceivable — Customer accounts receivablerepresent amounts owed to the Company by subscribers for PCS service.Customer accounts receivable do not bearinterest.

The amounts presented in theconsolidated balance sheets are net of an allowance for uncollectibleaccounts of $6,917 and $6,636 at March  31,  2006 andDecember  31,  2005, respectively. Estimates are used indetermining the allowance for uncollectible accounts and are based onthe Company’s historical collection experience, current trends,credit policy, a percentage of accounts receivable by aging categoryand expectations of future bad debts based on current collectionactivities. In determining the allowance, the Company considershistorical write-offs of its receivables as well as historical changesin its credit policies. The Company also takes into considerationcurrent trends in the credit quality of its customerbase.

Receivable from SprintNextel — Receivable from Sprint Nextel in theaccompanying consolidated balance sheets consists of thefollowing:

|                                    |  |               |        |                   |  |        |        |        |  |  |
|------------------------------------|--|---------------|--------|-------------------|--|--------|--------|--------|--|--|
|                               |  | March31, 2006 |        | December 31, 2005 |
| Net roamingreceivable              |  | $             | 28,026 |              |  | $      | 15,859 |   |
| Accruedservice revenue             |  |          | 7,217  |              |  |   | 5,799  |   |
| Otheramounts due from SprintNextel |  |          | 2,109  |              |  |   | 1,421  |   |
|                               |  | $             | 37,352 |              |  | $      | 23,079 |   |
|                                    |

Netroaming receivable includes net travel revenue due from Sprint Nextelrelated to PCS subscribers based outside of the Company’slicensed territory who utilize the Company’s PCS network. Thenet roaming receivable is net of amounts owed to Sprint Nextel relatedto the Company’s subscribers who utilize the PCS network ofSprint Nextel outside of the Company’s licensed territory. Thereceivable is recorded net due to a right of offset with respect to thereceivable from/payable to Sprint Nextel with respect to travel and thefact that the activity has historically been settled on a net basis bySprint Nextel. In addition, net roaming receivable also 

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

includes amounts due from Sprint Nextel thathave been collected from other PCS providers and wholesale customersfor their subscribers’ usage of the Company’s PCSnetwork.

Accrued service revenue receivablerepresents the Company’s estimate of airtime usage and othercharges that have been earned but not billed at the end of theperiod.

Other amounts due from Sprint Nextel atMarch  31,  2006 and December  31,  2005primarily consist of universal service fund recoveries and interconnectrevenue receivable.

|          |                       |
|----------|-----------------------|
| 6.  | PROPERTY ANDEQUIPMENT |

Property and equipment are stated netof accumulated depreciation and amortization of $349.3  millionand $327.9  million at March  31,  2006 andDecember  31,  2005, respectively.

7.    ASSETRETIREMENT OBLIGATIONS

For the Company’sleased telecommunications facilities, primarily consisting of cellsites and switch site operating leases and operating leases for retailand office space, the Company has adopted SFAS No. 143,‘‘Accounting for Asset RetirementObligations,’’ as of January  1,  2003. Theobligations associated with the Company’s operating leasesprimarily relate to the restoration of the leased sites to specifiedconditions described in the respective lease agreements. For purposesof determining the amounts recorded as asset retirement obligationsassociated with the respective leases, the Company has estimated bytype of lease the costs to be incurred upon the termination of thelease for restoration costs or legal obligations at the site, asadjusted for expected inflation. These costs have been discounted backto the origination of the lease using an appropriate discount rate todetermine the amount of obligation to be recorded upon the inception ofthe lease. The liability is accreted up to the expected settlementamount over the life of the lease using the effective interest ratemethod. A corresponding asset is recorded at the inception of the leasein the same amount as the asset retirement obligation. This asset isdepreciated using the same method and life of similar network assets orleasehold improvements.

The following tableillustrates the activity with respect to asset retirement obligationsfor the three months ended March  31,  2006 and2005:

|                                             |  |                                   |       |        |  |        |       |        |  |  |
|---------------------------------------------|--|-----------------------------------|-------|--------|--|--------|-------|--------|--|--|
|                                        |  | Forthe three months endedMarch31, |
|                                        |  | 2006                              |       | 2005   |
| Balanceat beginning ofperiod                |  | $                                 | 2,900 |   |  | $      | 2,212 |   |
| Initialobligation recorded during theperiod |  |                              | 22    |   |  |   | 207   |   |
| Accretion ofobligation during theperiod     |  |                              | 67    |   |  |   | 55    |   |
| Balanceat end ofperiod                      |  | $                                 | 2,989 |   |  | $      | 2,474 |   |
|                                             |

|          |                  |
|----------|------------------|
| 8.  | INTANGIBLEASSETS |

In connection with the acquisition ofother PCS Affiliates of Sprint Nextel in 2001, the Company allocatedportions of the respective purchase prices to identifiable intangibleassets consisting of (i) the value of the Sprint Nextel agreements inplace at the acquired companies and (ii) the value of the subscriberbase in place at the acquired companies.

Thevalue assigned to the Sprint Nextel agreements is being amortized usingthe straight-line method over the remaining original terms of theagreements that were in place at the time of acquisition, orapproximately 17.6 years. The value assigned to the subscriber basesacquired was amortized using the straight-line method over theestimated life of the acquired subscribers or approximately 3 years andbecame fully amortized during 2004.

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

In September  2004,the Company purchased the rights to additional territory from SprintNextel in connection with an amendment of one of its managementagreements. The purchase price of $467 consisted of $14 allocated topurchased equipment and $453 allocated to the value of the SprintNextel agreement associated with the territory acquired. The intangibleasset related to the Sprint Nextel agreement will be amortized over theremaining original term of the Sprint Nextel agreement at the time ofpurchase, or approximately 14 years.

The Companyentered into an asset purchase agreement with NTCH Colorado, Inc.(‘‘NTCH’’) in February  2005 withrespect to the purchase of certain assets in the Grand Junction,Colorado Basic Trading Area (‘‘BTA’’). NTCHoperated a wireless telecommunication network in the Grand Junction,Colorado BTA under the brand name Cleartalk. In accordance with thepurchase agreement, the Company acquired subscribers and entered intooperating leases for wireless tower space from NTCH and NTCH eliminatedthe Cleartalk brand from the Grand Junction BTA. The commencement dateof this agreement was September  1,  2005, at which timethe purchase price was fixed based on the number of Cleartalksubscribers that had been successfully converted to theCompany’s network. The agreement also provided for the Companyto reimburse NTCH for lost earnings during the transition period, whichwas the period from the execution of the agreement in February2005 through the commencement date of September  1,  2005and amounted to approximately $865.

Theconsideration to the seller is made up of the $865 for lost earningsdiscussed above and a monthly cash payment of $143 for five yearsbeginning September  1,  2005. Included in the monthlypayment is $91 related to the operating leases entered into and $52 inconsideration for the subscribers and elimination of the Cleartalkbrand. The Company allocated the consideration to the assets receivedbased on relative fair values. The subscribers acquired were valued at$3,444 and will be amortized over the estimated life of the subscribersacquired or approximately three years. The non-competition agreemententered into by the seller was valued at $133 and will be amortizedover the life of the agreement which is sixyears.

In November  2005, the Companyentered into an agreement to reimburse Sprint Nextel for costsassociated with acquiring additional spectrum in its territory. Thecost of that spectrum was $451 and is being amortized over theremaining life of the respective Sprint Nextel agreement orapproximately 14 years.

Intangible assets consistof:

|                                            |  |               |          |                   |  |        |          |         |  |  |
|--------------------------------------------|--|---------------|----------|-------------------|--|--------|----------|---------|--|--|
|                                       |  | March31, 2006 |          | December 31, 2005 |
| Sprint Nextelaffiliate and otheragreements |  | $             | 533,103  |              |  | $      | 533,103  |    |
| Accumulatedamortization                    |  |          | (153,779 | )            |  |   | (146,203 | )  |
| Subtotal                                   |  |          | 379,324  |              |  |   | 386,900  |    |
| Subscriberbaseacquired                     |  |          | 32,944   |              |  |   | 32,944   |    |
| Accumulatedamortization                    |  |          | (30,170  | )            |  |   | (29,883  | )  |
| Subtotal                                   |  |          | 2,774    |              |  |   | 3,061    |    |
| Non-competeagreement                       |  |          | 133      |              |  |   | 133      |    |
| Accumulatedamortization                    |  |          | (12      | )            |  |   | (7       | )  |
| Subtotal                                   |  |          | 121      |              |  |   | 126      |    |
| Intangibleassets,net                       |  | $             | 382,219  |              |  | $      | 390,087  |    |
|                                            |

Amortizationexpense related to intangible assets was $7,868 and $7,566 for thethree months ended March  31,  2006 and 2005,respectively.

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

|          |                |
|----------|----------------|
| 9.  | LONG-TERM DEBT |

Long-term debt consists of thefollowing:

|                                            |  |               |         |                   |  |        |         |        |  |  |
|--------------------------------------------|--|---------------|---------|-------------------|--|--------|---------|--------|--|--|
|                                       |  | March31, 2006 |         | December 31, 2005 |
| 12% SeniorDiscount Notes, net ofdiscount   |  | $             | 233,291 |              |  | $      | 233,303 |   |
| 121⁄2%SeniorNotes                     |  |          | 11,600  |              |  |   | 11,600  |   |
| 13 5/8%Senior Notes                        |  |          | 2,325   |              |  |   | 2,325   |   |
| 11%SeniorNotes                             |  |          | 250,561 |              |  |   | 250,895 |   |
| 81⁄2%SeniorNotes                      |  |          | 250,000 |              |  |   | 250,000 |   |
| TotalDebt                                  |  |          | 747,777 |              |  |   | 748,123 |   |
| Lesscurrentmaturities                      |  |          | — |              |  |   | — |   |
| Longterm debt, excluding currentmaturities |  | $             | 747,777 |              |  | $      | 748,123 |   |
|                                            |

SENIORNOTES

12% Senior Discount Notes— The 12% Senior Discount Notes were issued inNovember  2003. The 12% Senior Discount Notes matureJuly  31,  2009, carry a coupon rate of 12% andprovide for interest deferral through July  31,  2005. The12% Senior Discount Notes accreted to their $233  millionface amount on July  31,  2005. Beginning January31,  2006, interest is paid in cashsemiannually.

121⁄2%Senior Notes — The121⁄2% Senior Notes were issued inJanuary  2001, mature February  1,  2011 and carry acoupon rate of 121⁄2%, payable semiannually onFebruary  1 and August  1.

13 5/8% SeniorNotes — The 13 5/8%Senior Notes were issued in August  2001, mature August15,  2011 and carry a coupon rate of13 5/8% payable semiannually on February15 and August  15.

11% SeniorNotes — The 11% Senior Notes were issued inNovember  2003. The 11% Senior Notes mature July31,  2010 and carry a coupon rate of 11%, payablesemiannually on January  31 and July31.

81⁄2% SeniorNotes — The 81⁄2%Senior Notes were issued in January  2004, mature January31,  2012 and carry a coupon rate of81⁄2% payable semiannually on January  31and July  31.

The acquisition of AlamosaHoldings by Sprint Nextel on February  1,  2006 wasconsidered a change in control as defined in the indentures governingthe Company’s senior notes. Accordingly, the Company offered topurchase the senior notes at 101 percent of the respective faceamounts. The offer closed on March  16,  2006, at whichtime $12 of the 12% Senior Discount Notes and $334 of the11% Senior Notes had been validlytendered.

|           |              |
|-----------|--------------|
| 10.  | INCOME TAXES |

TheCompany’s effective income tax rate is based on annual pre-taxincome or loss, statutory tax rates, tax planning opportunities,expected future taxable income and expected reversals of taxabletemporary differences. The forecasted annual rate is then applied tothe Company’s quarterly operating results. The Companyestablishes a valuation allowance for deferred tax assets when it ismore likely than not that the deferred tax assets will not be realized.The effective tax rate for the three months ended March31,  2006 is 42 percent and for the three months endedMarch  31,  2005 was 17 percent. For 2006, the differencebetween the statutory rate of 35 percent 

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

and the projected rate is primarily due tonon-deductible interest charges and non-deductible executivecompensation. For 2005, the difference between the statutory rate of 35percent and the projected rate was primarily due to a reduction of thevaluation allowance against deferred tax assets offset bynon-deductible interest charges.

The income taxamounts reflected in the consolidated financial statements of theCompany as of March  31,  2006 and for the three monthsended March  31,  2006 are based on separate company incometax filing methodology. These statements do not reflect the adjustmentsresulting from being included in Sprint Nextel’s consolidatedfederal and certain combined state income tax returns subsequent toAlamosa Holdings’ acquisition by Sprint Nextel onFebruary  1,  2006.

|           |                         |
|-----------|-------------------------|
| 11.  | SPRINT NEXTELAGREEMENTS |

In accordance with theCompany’s agreements with Sprint Nextel, Sprint Nextel providesthe company various services including billing, customer care,collections and inventory logistics. In addition, Sprint Nextel billsthe Company for various pass-through items such as commissions andrebates to national retail merchants, handset subsidies on handsetsactivated in the Company’s territory but not sold by the Companyand long distance charges.

The Company pays acombined service bureau fee for back office services such as billingand customer care. The combined service bureau fee is set at $7.00 peraverage subscriber per month through December  31,  2006and is recorded in costs of services and operations in the consolidatedstatement of operations. The Company also pays a per-activation fee formarketing services such as subscriber activation and handset logistics.The per-activation fee is $23.00 per activation through December31,  2006. The per-activation fee is recorded in selling andmarketing expenses in the consolidated statement of operations.

The Company receives its portion of billed revenue(net of an 8% fee) less actual written off accounts in the monthsubsequent to billing regardless of when Sprint Nextel collects thecash from the subscriber.

Expenses reflected inthe consolidated statements of operations related to the Sprint Nextelagreementsare:

|                              |  |                                    |         |        |  |        |         |        |  |  |
|------------------------------|--|------------------------------------|---------|--------|--|--------|---------|--------|--|--|
|                         |  | Forthe three months ended March31, |
|                         |  | 2006                               |         | 2005   |
| Costof service andoperations |  | $                                  | 90,666  |   |  | $      | 76,433  |   |
| Cost ofproducts sold         |  |                               | 20,271  |   |  |   | 24,151  |   |
| Sellingandmarketing          |  |                               | 14,792  |   |  |   | 15,434  |   |
| Total                        |  | $                                  | 125,729 |   |  | $      | 116,018 |   |
|                              |

|           |                              |
|-----------|------------------------------|
| 12.  | COMMITMENTSAND CONTINGENCIES |

Employmentagreements — The Company was a party toemployment agreements entered into as of January  1,  2005,as amended, with its former Chief Executive Officer(‘‘CEO’’), former Chief Financial Officer(‘‘CFO’’), former Chief Operating Officer(‘‘COO’’), former Chief Technology Officer(‘‘CTO’’), former Senior Vice President ofCorporate Finance (‘‘SVP’’) and formerChief Integration Officer (‘‘CIO’’).

All agreements provided that, upon termination ofemployment by the Company within twelve months following a change incontrol, the terminated executive is entitled to a lump sum severancepayment equal to the sum of (i) three times the executives’ basesalary, in the case of 

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

the CEO and CFO, and two times theexecutives’ base salary for the others; (ii) three times (twotimes in the case of the COO, CTO and SVP) the higher of (x) theexecutive’s target bonus or (y) the average annual bonus theexecutive earned over the two preceding years (the‘‘Bonus’’); and (iii) a pro-rated bonus forthe year of termination. The terminated executive will also receivecontinuing welfare and fringe benefits for two years followingtermination and all restricted stock and options granted to theexecutive under the agreement will become vested and exercisable. Boththe CEO and CFO were terminated in the three months ended March31,  2006 following a change in control in connection with theacquisition of Alamosa Holdings by Sprint Nextel. The COO, CTO and SVPwere terminated on May  1,  2006 following a change incontrol in connection with the acquisition of Alamosa Holdings bySprint Nextel.

Total severance costs of $9,698were accrued in the three months ended March  31,  2006 inconnection with the termination of these employment agreements. Of thisamount, $2,737 was charged to our sister company, AirGate. The netexpense for the Company of $6,961 is included in merger relatedexpenses in the consolidated statement of operations for the threemonths ended March  31,  2006.

Theemployment agreements contain non-compete and non-solicitationprovisions effective for two years following termination of employmentby the Company for good reason within one year following a change incontrol.

Restricted stock granted in connectionwith the employment agreements were considered variable awards as thenumber of the shares that would ultimately be earned by the employeewas not known until December  31 of each year during the term ofthe agreement (the measurement dates). In accordance with FAS 123,related compensation expense associated with the annual grants wasmeasured based on the fair market value of the award at the measurementdate and recognized over the vesting period.

The200,000 shares of restricted stock that were granted in January2005 under the terms of each of these employment agreements werescheduled to vest 65% on March  1,  2006 and35% on September  1,  2006. Until the measurementdate was reached at December  31,  2005, compensationexpense was adjusted for changes in the fair market value. The marketvalue of the 2005 restricted stock grants was $2,468 on the date ofgrant and was recorded as unearned compensation, a component ofshareholders’ equity. At the measurement date on December31,  2005, the unearned compensation was adjusted to $7,291 basedon an increase in the fair market value of the award as ofDecember  31,  2005 and based on the additional 192,000shares that would be issued in January  2006 based on performancefor the year ended December  31,  2005. The non-cashcompensation expense recognized during the year ended December31,  2005 was $5,658 resulting in a balance of $1,698 in unearnedcompensation related to these awards as of December  31,2005. In January  2006, the executives were awarded the full200,000 bonus shares for 2005 as well as 210,000 target shares for2006. All restricted stock was fully vested upon the consummation ofthe acquisition of Alamosa Holdings by Sprint Nextel on February1,  2006. Non-cash compensation expense of $5,782 was recognizedin the three months ended March  31,  2006 in connectionwith the accelerated vesting of theseshares.

Litigation — TheCompany has been named as a defendant in a number of purportedsecurities class actions in the United States District Court for theSouthern District of New York (in re Alamosa PCS Holdings InitialPublic Offering Securities Litigation, Docket No. 01 Civ. 11235),arising out of its initial public offering (the‘‘IPO’’). Various underwriters of the IPOalso are named as defendants in the actions. The action against theCompany is one of more than 300 related class actions which have beenconsolidated and are pending in the same court. The complainants seekto recover damages and allege, among other things, that theregistration 

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

statement and prospectus filed with the SECfor purposes of the IPO were false and misleading because they failedto disclose that the underwriters allegedly (i) solicited and receivedcommissions from certain investors in exchange for allocating to themshares of common stock in connection with the IPO, and (ii) enteredinto agreements with their customers to allocate such stock to thosecustomers in exchange for the customers agreeing to purchase additionalCompany shares in the aftermarket at pre-determined prices. OnFebruary  19,  2003, the Court granted motions by theCompany and 115 other issuers to dismiss the claims under Rule 10b-5 ofthe Exchange Act which had been asserted against them. The Court deniedthe motions by the Company and virtually all of the other issuers todismiss the claims asserted against them under Section 11 of theSecurities Act. The Company maintains insurance coverage which maymitigate its exposure to loss in the event that this claim is notresolved in the Company’s favor. On October  13,2004, the Court granted the plaintiffs’ motion for classcertification in cases against six of the issuers (not including theCompany), and stated that the order of certification gave‘‘strong guidance, if not dispositiveeffect’’ in the cases involving all other issuers. Theunderwriter defendants petitioned the U.S. Court of Appeals for theSecond Circuit to hear the appeal of the certification on aninterlocutory basis, and on June  30,  2005, the SecondCircuit granted their request. The Second Circuit has scheduledargument on the appeal for June  6,2006.

The issuers in the IPO cases, including theCompany, have reached an agreement in principle with the plaintiffs tosettle the claims asserted by the plaintiffs against them. Under theterms of the proposed settlement, the insurance carriers for theissuers will pay the plaintiffs the difference between $1billion and all amounts which the plaintiffs recover from theunderwriter defendants by way of settlement or judgment. Accordingly,no payment on behalf of the issuers under the proposed settlement willbe made by the issuers themselves. The claims against the issuers willbe dismissed, and the issuers and their officers and directors willreceive releases from the plaintiffs. Under the terms of the proposedsettlement, the issuers will also assign to plaintiffs certain claimswhich they may have against the underwriters arising out of theissuers’ IPOs, and the issuers will also agree not to assertcertain other claims which they may have against the underwriters,without plaintiffs’ consent. The proposed settlement is subjectto agreement among the parties on final settlement documents and theapproval of the court.

On February15,  2005, the Court granted preliminary approval of thesettlement agreement, subject to certain modifications consistent withits opinion. Those modifications have been made and notice of theproposed settlement has been distributed. Class members had untilMarch  24,  2006, to file objections to or excludethemselves from the settlement. Those who elected to exclude themselvesfrom the settlement may initiate their own claims against the settlingissuers. Of the approximately 17  million class members,approximately 1,093 sought exclusion from the settlement. The Courtalso received approximately 150 objections.

OnApril  24,  2006, the Court held a fairness hearing inconnection with a motion for final approval of the proposed settlement.There is no assurance that the Court will grant final approval of thesettlement. If the settlement is not approved and the Company is foundliable, we are unable to estimate or predict the potential damages thatmight be awarded, whether such damages would be greater than theCompany’s insurance coverage, and whether such damages wouldhave a material impact on our results of operations or financialcondition in any future period.

The Company isinvolved in various claims and legal actions arising in the ordinarycourse of business. The ultimate disposition of these matters is notexpected to have a material adverse impact on the Company’sfinancial position, results of operations orliquidity.

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|           |                                                     |
|-----------|-----------------------------------------------------|
| 13.  | EFFECTS OF RECENTLY ISSUEDACCOUNTING PRONOUNCEMENTS |

In December2004, the Financial Accounting Standards Board(‘‘FASB’’) issued SFAS No. 123(R),‘‘Share-Based Payment,’’ which is arevision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No.123(R) requires all share-based payments to employees, including grantsof employee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the applicable vesting period. Pro formadisclosures of the income statement effects of share-based payments isno longer an alternative. SFAS No. 123(R) is effective for allstock-based awards granted on or after July  1,  2005. Inaddition, companies must also recognize compensation expense related toany awards that are not fully vested as of July  1,  2005.Compensation expense for the unvested awards will be measured based onthe fair value of the awards previously calculated in developing thepro forma disclosures in accordance with the provisions of SFAS No.123. On April  14,  2005, the SEC announced the adoption ofa new rule that amended the compliance dates for SFAS No. 123(R). Thenew rule allowed registrants to implement SFAS No. 123(R) at thebeginning of their next fiscal year that begins after June15,  2005. As a result, the Company adopted the provisions ofSFAS No. 123(R) on January  1,  2006. The adoption of theprovisions of SFAS No. 123(R) resulted in a charge tostockholders' equity of 36.280 associated with payment forcancelled stock options in the three months ended March 31, 2006. As ofMarch 31, 2006, the Company has no stock-based compensation awardsoutstanding.

In June  2005, the FASB issuedSFAS No. 154, ‘‘Accounting Changes and Error Correctionsa replacement of APB Opinion No. 20 and FASB Statement No.3.’’ This statement changes the requirements for theaccounting for and reporting of a change in accounting principle. Thisstatement applies to voluntary changes as well as those changesrequired by an accounting pronouncement if that pronouncement does notinclude specific transition provisions. This statement requiresretrospective application to prior periods’ financial statementsof changes in accounting principle as opposed to being shown as acumulative adjustment in the period of change. The statement iseffective for all changes and corrections of errors made in fiscalyears beginning after December  15,  2005. The adoption ofthis standard did not materially impact theCompany.

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

Forward-LookingStatements

This quarterly report on Form 10-Q includes‘‘forward-looking statements’’ within themeaning of Section 27A of the Securities Act of 1933, as amended (the‘‘Securities Act’’), and Section 21E of theSecurities Exchange Act of 1934, as amended (the‘‘Exchange Act’’), which can be identifiedby 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 orother variations thereon or comparable terminology. All statementsother than statements of historical fact included in this quarterlyreport on Form 10-Q regarding our financial position and liquidity maybe deemed to be forward-looking statements. These forward-lookingstatements include:

|  |              |                                                |
|--|--------------|------------------------------------------------|
|  | •  | forecasts ofpopulation growth in ourterritory; |

|  |              |                                                                                                                     |
|--|--------------|---------------------------------------------------------------------------------------------------------------------|
|  | •  | statements regarding ouranticipated revenues, expense levels, liquidity, capital resources andoperating losses; and |

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

Although we believe that the expectations reflectedin such forward-looking statements are reasonable, we can give noassurance that such expectations will prove to have been correct.Important factors with respect to any such forward-looking statements,including certain risks and uncertainties that could cause actualresults to differ materially from our expectations, are furtherdisclosed in our annual report on Form 10-K for the year endedDecember  31,  2005 under the sections ‘‘Item1. Business,’’ ‘‘Item 1A. RiskFactors’’ and ‘‘Item 7. Management’sDiscussion and Analysis of Financial Condition and Results ofOperation.’’ Important factors that could cause actualresults to differ materially from those in the forward-lookingstatements include, but are not limitedto:

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

|  |              |                                                                                                                                               |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | modifications or amendments to the terms ofour agreements with Sprint PCS, including fees paid or charged to usand other programrequirements; |

|  |              |                                                 |
|--|--------------|-------------------------------------------------|
|  | •  | potential fluctuations inour operating results; |

|  |              |                                                                                        |
|--|--------------|----------------------------------------------------------------------------------------|
|  | •  | our ability topredict future subscriber growth, as well as other key operatingmetrics; |

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

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

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

|  |              |                                           |
|--|--------------|-------------------------------------------|
|  | •  | our potential need foradditional capital; |

|  |              |                                                                         |
|--|--------------|-------------------------------------------------------------------------|
|  | •  | our inability topredict the outcomes of potentially materiallitigation; |

|  |              |                                          |
|--|--------------|------------------------------------------|
|  | •  | general economic andbusiness conditions; |

|  |              |                                                                                                                                                                        |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | effects of mergersand consolidations within the telecommunications industry andunexpected announcements or developments from others in thetelecommunications industry; |

|  |              |                                                                                                                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | the effectsof vigorous competition and the overall demand for our serviceofferings in the markets in which we operate and the impact of new,emerging and competing technologies on ourbusiness; |

|  |              |                                                                                             |
|--|--------------|---------------------------------------------------------------------------------------------|
|  | •  | the costs and business risksassociated with providing new services and entering newmarkets; |

|  |              |                                                                                                       |
|--|--------------|-------------------------------------------------------------------------------------------------------|
|  | •  | the impact of potential adversechange in the ratings afforded our debt securities by ratingsagencies; |

|  |              |                                                                                                                      |
|--|--------------|----------------------------------------------------------------------------------------------------------------------|
|  | •  | equipment failure, naturaldisasters, terrorist acts, or other breaches of network or informationtechnology security; |

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|  |              |                                                                                                                                                                                                                       |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | one or more ofthe markets in which we compete being impacted by changes in politicalor other factors such as monetary policy, legal and regulatory changesor other external factors over which we have no control;and |

|  |              |                                                                                                                                                                                         |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | other risks referenced in thisquarterly report on Form 10-Q and from time to time in other filings ofours with the Securities and Exchange Commission(‘‘SEC’’). |

All subsequent written andoral forward-looking statements attributable to us or persons acting onour behalf are expressly qualified in their entirety by the cautionarystatements set forth above.

Definitions of OperatingMetrics

We discuss the following operating metrics relating toour business in this ‘‘Management’s Discussion andAnalysis of Financial Condition and Results ofOperations’’section:

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | ARPU, or average monthlyrevenue per user, is a measure used to determine the average monthlysubscriber revenue earned for subscribers based in our territory. Thismeasure is calculated by dividing subscriber revenues in ourconsolidated statement of operations by our average daily subscribersduring the period divided by the number of months in the period. BaseARPU is average monthly revenue per user excluding roaming andwholesale revenue. |

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

|  |              |                                                                                                                                                                                                                                                                                                                                                                   |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | LicensedPOPs represent the number of residents (usually expressed in millions)in the territory in which we have the right to provide wirelessmobility communications services under the Sprint brand name. Thenumber of residents located in our territory does not represent thenumber of wireless subscribers that we serve or expect to serve in ourterritory. |

|  |              |                                                                                                                                                                                                                                                                                 |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Covered POPs represent thenumber of residents (usually expressed in millions) covered by the PCSnetwork in our territory. The number of residents covered by ournetwork does not represent the number of wireless subscribers that weserve or expect to serve in our territory. |

General

As aPCS Affiliate of Sprint Nextel, we have the right to provide certainwireless mobility communications services under the Sprint brand namein our licensed territory. We own and are responsible for building,operating and managing the portion of the PCS network of Sprint Nextellocated in our territory. We offer national plans designed by SprintNextel as well as local plans tailored to our market demographics. OurPCS network is designed to offer a seamless connection with the100% digital PCS nationwide wireless network of Sprint Nextel.We market Sprint branded wireless products and services through anumber of distribution outlets located in our territory, including ourown retail stores, major national distributors and local third partydistributors. At March  31,  2006, we had total licensedPOPs of over 15.8  million, covered POPs of approximately13.6  million and total subscribers of approximately 1.1million.

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We recognize revenues from our subscribersfor the provision of wireless telecommunications services, proceedsfrom the sales of handsets and accessories through channels controlledby us and fees from Sprint Nextel and other wireless service providersand resellers when their customers roam onto our PCS network. SprintNextel retains 8% of all service revenue collected from oursubscribers (not including products sales and roaming charges billed toour subscribers) and all fees collected from other wireless serviceproviders and resellers when their customers use our PCS network. Wereport the amount retained by Sprint Nextel as an operating expense. Inaddition, Sprint Nextel bills our subscribers for taxes, handsetinsurance, equipment and Universal Service Fund charges and othersurcharges which we do not record. Sprint Nextel collects these amountsfrom the subscribers and remits them to the appropriateentity.

As part of our agreements with Sprint Nextel, we havecontracted with Sprint Nextel to provide back office services such ascustomer activation, handset logistics, billing, customer care andnetwork monitoring services. We initially elected to delegate theperformance of these services to Sprint Nextel to take advantage oftheir economies of scale, to accelerate our build-out and marketlaunches and to lower our initial capital requirements. The cost forthese services is primarily on a per-subscriber or per-transactionbasis and is recorded as an operating expense.

We are awholly-owned subsidiary of Alamosa Holdings and an indirectwholly-owned subsidiary of Sprint Nextel. AirGate PCS, Inc. is oursister company and is also a wholly-owned subsidiary of AlamosaHoldings. We incur certain shared costs such as corporate finance,accounting and other overhead costs which are allocated to AirGatebased on relative minutes of use on AirGate’s PCSnetwork.

Alamosa Holdings, our parent corporation, is awholly-owned subsidiary of Sprint Nextel. Consequently, subject to ourobligations under the indentures under which our senior notes wereissued, Sprint Nextel may cause us to amend, modify or terminate any orall of the agreements between us and other subsidiaries of SprintNextel. We urge you to read these agreements because they define ourrights and obligations, and those of the othersubsidiaries.

Critical Accounting Policies

Thefundamental objective of financial reporting is to provide usefulinformation that allows a reader to comprehend the business activitiesof an entity. To aid in that understanding, we have identified our‘‘critical accounting policies.’’ Thesepolicies have the potential to have a more significant impact on ourconsolidated financial statements, either because of the significanceof the financial statement item to which they relate or because theyrequire judgment and estimation due to the uncertainty involved inmeasuring, at a specific point in time, events which are continuous innature.

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

Revenuerecognition — We record equipment revenue forthe sale of handsets and accessories to customers in our retail storesand to local resellers in our territories. We do not record equipmentrevenue on handsets and accessories purchased by our customers fromnational resellers or directly from Sprint Nextel. Our customers pay anactivation fee when they initiate service. We allocate amounts chargedto customers at the point of sale between the sale of handsets andother equipment and the sale of wireless telecommunication services inthose transactions taking place in distribution channels that wedirectly control based on the fair value of these two elements. Theportion that is allocated to the sale of wireless telecommunicationservices is amortized over the average life of the subscriber base.Activation fees charged in transactions outside of our directlycontrolled distribution channels are deferred and amortized over theaverage life of the subscriber base.

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

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The cost of handsets sold generallyexceeds the retail sales price, as it is common in our industry tosubsidize the price of handsets for competitive reasons. For handsetssold through channels controlled by Sprint Nextel that are activated bya subscriber in our territory, we reimburse Sprint Nextel for theamount of subsidy incurred by them in connection with the sale of thesehandsets. This reimbursement paid to Sprint Nextel is reflected in ourselling and marketing expenses in the consolidated statements ofoperations.

Accounting for intangibleassets — In connection with acquisitions inthe first quarter of 2001, we recorded certain identifiable intangibleassets. Identifiable intangibles consisted of the Sprint Nextelagreements and the respective subscriber bases in place at the acquiredcompanies at the time of acquisition. The intangible assets related tothe Sprint Nextel agreements are being amortized on a straight-linebasis over the remaining original term of the underlying Sprint Nextelagreements or approximately 17.6 years. The subscriber base intangibleasset was being amortized on a straight-line basis over the estimatedlife of the acquired subscribers or approximately 3 years. Thesubscriber base intangible asset became fully amortized in the firstquarter of 2004. We purchased the rights to additional territory fromSprint Nextel in September  2004, which resulted in therecognition of an intangible asset related to the rights under theSprint Nextel agreement. This intangible asset is being amortized overthe remaining original term of the related Sprint Nextel agreement orapproximately 14 years. We purchased subscribers from an unrelatedentity in 2005 and the value assigned to these subscribers is beingamortized over the estimated life of the subscribers or approximately 3years.

Long-lived assetrecovery — Long-lived assets, consistingprimarily of property, equipment and finite-lived intangibles,comprised approximately 71 percent of our total assets at March31,  2006. Changes in technology or in our intended use of theseassets may cause the estimated period of use or the value of theseassets to change. In addition, changes in general industry conditionscould cause the value of certain of these assets to change. We monitorthe appropriateness of the estimated useful lives of these assets.Whenever events or changes in circumstances indicate that the carryingamounts of these assets may not be recoverable, we review therespective assets for impairment. Estimates and assumptions used inboth estimating the useful life and evaluating potential impairmentissues require a significant amount of judgment.

Operatingleases — Operating leases and relatedleasehold improvement costs are accounted for based on the provisionsof SFAS No. 13, ‘‘Accounting for Leases.’’We have a significant number of leases primarily associated with towersand other locations on which we install our network equipment. Theseleases are considered operating leases and the monthly rentals areexpensed as incurred while any capital expenditures associated withpreparing the site for our use are capitalized and depreciated. Thesecapital expenditures are depreciated over the shorter of the lease termor the economic life of the respective assets. Additionally, certain ofthese operating leases contain rent escalation provisions over the termof the respective leases. For those leases with escalation provisions,the periodic rental expense is recorded on a straight-line basis overthe lease term.

Income taxes — We account forincome taxes in accordance with SFAS No. 109,‘‘Accounting for Income Taxes.’’ Under thismethod, we utilize an asset and liability approach to accounting forincome taxes, wherein deferred taxes are provided for book and taxbasis differences for assets and liabilities. In the event differencesexist between the book and tax basis of our assets and liabilities thatresult in deferred tax assets, an evaluation of the probability ofbeing able to realize the future benefits indicated by such assets ismade. A valuation allowance is provided for the portion of deferred taxassets for which there is sufficient uncertainty regarding our abilityto recognize the benefits of those assets in future years. On aquarterly basis, we evaluate the need for and adequacy of the valuationallowance based upon the expected realizability of our deferred taxassets and adjust the amount of such allowance, if necessary. Thefactors used to assess the likelihood of realization are the latestforecast of future taxable income, available tax planning strategiesand the future reversal of existing taxable temporarydifferences.

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Consolidated Results of Operations(dollars in thousands)

For the three months ended March31,  2006 compared to the three months ended March31,  2005

Subscriber growth and key performanceindicators — We had total subscribers ofapproximately 1,111,000 at March  31,  2006 compared toapproximately 970,000 at March  31,  2005. This growth ofapproximately 141,000 subscribers represents a 15 percent increase yearover year. The subscriber growth is attributable to an increase in ourdistribution channels, mainly in our retail stores and branded dealersin our territory, as well as overall growth in the wirelesstelecommunications industry.

Average monthly churn for the firstquarter of 2006 was approximately 2.3 percent, which was slightlyhigher than churn of 2.2 percent for the first quarter of2005.

Service revenues — Servicerevenues consist of revenues from our subscribers and roaming andwholesale revenue earned when subscribers from other carriers orresellers of PCS service use our PCS network.

Subscriber revenueconsists of payments received from our subscribers for monthly serviceunder their service plans. Subscriber revenue also includesamortization of deferred activation fees and charges for the use ofvarious features including PCS Vision, the wireless web and voiceactivated dialing. Subscriber revenues were $177,158 for the quarterended March  31,  2006 compared to $155,031 for the quarterended March  31,  2005. This increase of 14 percent wasprimarily due to the increase in our subscriber base discussed above.Base ARPU decreased slightly in the first quarter of 2006 to $54compared to $55 in the first quarter of 2005.

Roaming andwholesale revenue is comprised of revenue from Sprint Nextel and otherPCS subscribers based outside of our territory who roam onto our PCSnetwork as well as revenue from resellers of PCS service whosesubscribers use our PCS network.

Roaming revenue was $56,303 forthe quarter ended March  31,  2006 compared to $48,263 forthe quarter ended March  31,  2005. This increase of 17percent was primarily due to a 13 percent increase in inbound roamingminutes to 689  million for the quarter ended March31,  2006 compared to 612  million for the quarter endedMarch  31,  2005. The percentage increase in revenue wasless than the percentage increase in minutes due to declining ratesfrom carriers other than Sprint Nextel. We have a reciprocal roamingrate arrangement with Sprint Nextel pursuant to which per-minutecharges for inbound and outbound roaming related to Sprint Nextelsubscribers are identical. This rate is fixed at 5.8 cents per minuteuntil December  31,  2006. We are currently a net receiverof roaming charges, meaning that the minute volume from othersubscribers of Sprint branded wireless services roaming onto ournetwork is greater than the minute volume from our subscribers roamingonto other portions of the PCS network of Sprint Nextel or other PCSAffiliates of Sprint Nextel. The ratio of inbound to outbound SprintNextel roaming minutes was 1.17 to 1 for the quarter ended March31,  2006. We have experienced a significant increase in thevolume of inbound roaming traffic from PCS providers other than SprintNextel. This traffic is settled at rates separately negotiated bySprint Nextel on our behalf with the other PCS providers and theserates have declined in some cases during 2006 compared to2005.

Wholesale revenue was $12,949 for the quarter endedMarch  31,  2006 compared to $12,343 for the quarter endedMarch  31,  2005. This increase of 5 percent was due to anincrease in minutes associated with subscribers of other PCS carrierswith whom Sprint Nextel has entered into agreements to allow thosesubscribers to use the PCS network of Sprint Nextel on a wholesalebasis. As a result, all minutes of use for those subscribers in theirhome areas as well as when roaming are on the PCS network of SprintNextel.

Product sales and cost of productssold — We record revenue from the sale ofhandsets and accessories, net of an allowance for returns, as productsales. Product sales revenue and cost of products sold are recorded forall products that are sold through our retail stores as well as thosesold to our local indirect agents. The cost of handsets sold generallyexceeds the retail sales price as we subsidize the price of handsetsfor competitive reasons. Sprint Nextel’s handset return policyallows customers to return their handsets for a full refund within 14days of purchase. When handsets are 

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returned to us, we may be able to reissue thehandsets to other customers at little additional cost to us. However,when handsets are returned to Sprint Nextel for refurbishing, we mayreceive a credit from Sprint Nextel, which is less than the amount weoriginally paid for the handset.

Product sales revenue for thequarter ended March  31,  2006 was $8,772 compared to$7,967 for the quarter ended March  31,  2005. Cost ofproducts sold for the quarter ended March  31,  2006 was$20,271 compared to $24,151 for the quarter ended March31,  2005. As such, the subsidy on handsets sold through ourretail and local indirect channels was $11,499 in the quarter endedMarch  31,  2006 and $16,184 in the quarter endedMarch  31,  2005. The decrease in subsidies of $4,685 inthe three months ended March  31,  2006 is primarily due toa decrease in the number of activations through our retail and localindirect channels of approximately 18,000 subscribers.

Costof service and operations — Cost of serviceand operations includes the costs of operating our PCS network. Thesecosts include items such as tower operating leases and maintenance aswell as backhaul costs, which are costs associated with transportingwireless calls across our PCS network to another carrier’snetwork. In addition, cost of service and operations includes outboundroaming costs, long distance charges, the 8 percent fee we pay toSprint Nextel, back office services such as billing and customer care,as well as our provision for estimated uncollectible accounts. Expensesof $120,177 in the quarter ended March  31,  2006 wereapproximately 18 percent higher than the $101,558 incurred in thequarter ended March  31,  2005. The increase in expenses inthe three months ended March  31,  2006 was due to theincreased volume of traffic carried on our network due to the increasein our subscribers, as well as wholesale and resale customers. Totalminutes of use on our network were 3.8  billion minutes in thequarter ended March  31,  2006 compared to 2.8billion minutes in the quarter ended March  31,  2005, foran increase in traffic of 36 percent. The increase in costs was lowerrelative to the increase in traffic due to the leverage we experiencein spreading our fixed network operating costs over a larger volume ofactivity.

Shared costs allocated to our sister company, AirGate,were $2,225 and $537 in the quarters ended March  31,  2006and 2005, respectively. This allocation is reflected as a reduction ofcost of service and operations.

Selling and marketingexpenses — Selling and marketing expensesinclude advertising, promotion, sales commissions and expenses relatedto our distribution channels, including our retail store expenses. Inaddition, we reimburse Sprint Nextel for the subsidy on handsets soldthrough national retail stores due to the fact that these retailerspurchase their handsets from Sprint Nextel. This subsidy is recorded asa selling and marketing expense. Total selling and marketing expensesof $33,191 in the quarter ended March  31,  2006 were 9percent lower than the $36,520 incurred in the quarter endedMarch  31,  2005. The fluctuations experienced during thethree months ended March  31,  2006 are attributable tofluctuations in variable costs resulting from a decrease in grossactivations of approximately 13,000 activations in the three monthsended March  31,  2006 as compared to the three monthsended March  31,  2005.

Shared costs allocated to oursister company, AirGate, were $1,466 and $409 in the quarters endedMarch  31,  2006 and 2005, respectively. This allocation isreflected as a reduction of selling and marketingexpenses.

General and administrativeexpenses — General and administrativeexpenses include corporate costs and expenses such as administrationand finance. General and administrative expenses of $8,021 in thequarter ended March  31,  2006 were 21 percent higher thanthe $6,630 incurred in the quarter ended March  31,  2005.The increase in the three months ended March  31,  2006 hasbeen caused by increased professional fees.

Shared costsallocated to our sister company, AirGate, were $3,250 and $2,029 in thequarters ended March  31,  2006 and 2005, respectively.This allocation is reflected as a reduction of general andadministrative expenses.

Merger relatedexpenses — Merger related expenses in thequarter ended March  31,  2006 of $17,949 relate to costsincurred by us in connection with the acquisition of Alamosa Holdingsby Sprint Nextel on February  1,  2006. The total costsincurred were $61,198, including payment for the 

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cancellation of Alamosa Holdings stockoptions in the amount of $36,280 (which was charged directly to equityand is not included in merger related expenses in the statement ofoperations), executive severance costs of $10,545 and investmentbanking, legal and other professional fees of $14,373. We charged$15,010 of the total costs incurred to our sister company, AirGate PCS.Merger related expenses in the quarter ended March  31,2005 of $436 relates to incremental travel costs associated with ouremployees in connection with the acquisition of AirGate by AlamosaHoldings that are not considered part of the cost of the transaction inthe purchase price allocation. These costs were incurred by us due tothe fact that Alamosa Holdings has no employees.

Depreciation andamortization — Depreciation and amortizationincludes depreciation of our property and equipment as well asamortization of intangibles. Depreciation is calculated on thestraight-line method over the estimated useful lives of the underlyingassets and totaled $21,483 in the quarter ended March  31,2006, which was 14 percent higher than the $18,783 recorded in thequarter ended March  31,  2005. The increase in the threemonths ended March  31,  2006 is due to the increase indepreciable costs as a result of our capital expenditures in the lastnine months of 2005 and the first three months of2006.

Amortization expense relates to identifiable intangibleassets we have recorded related to the agreements with Sprint Nexteland the customer base acquired in connection with purchasetransactions. Amortization expense of $7,868 in the quarter endedMarch  31,  2006 was comparable to the $7,566 in thequarter ended March  31,  2005.

(Gain) loss ondisposal of property and equipment — We recorded a loss ondisposal of property and equipment in the three months endedMarch  31,  2006 of $2 compared to a gain of $24 in thethree months ended March  31,  2005,respectively.

Income fromoperations — Our operating income for thequarter ended March  31,  2006 was $26,220 compared tooperating income of $27,984 for the quarter ended March31,  2005, representing a decrease of $1,764. The decrease inoperating income is primarily attributable to the merger relatedexpenses incurred in the quarter ended March  31,2006.

Loss on debtextinguishment — The loss on debtextinguishment of $3 recorded in 2006 represents a 1 percent premiumpaid to holders of $346 in senior notes who tendered such notes in thetender offer which was made in the quarter ended March31,  2006.

Interest and otherincome — Interest and other income representsamounts earned on the investment of excess cash. Income of $1,470 inthe quarter ended March  31,  2006 was significantly higherthan the $768 earned in the quarter ended March  31,  2005.The increase in interest and other income earned in the three monthsended March  31,  2006 is primarily due to increases inmarket interest rates.

Interestexpense — Interest expense for the quartersended March  31,  2006 and 2005 included non-cash interestof $240 and $6,799, respectively, related to the amortization of debtissuance costs and the accretion of senior discount notes. Totalinterest expense of $19,975 in the quarter ended March31,  2006 is comparable to the $19,586 in the quarter endedMarch  31,  2005.

Income Taxes

TheCompany’s effective income tax rate is based on annual pre-taxincome or loss, statutory tax rates, tax planning opportunities,expected future taxable income and expected reversals of taxabletemporary differences. The forecasted annual rate is then applied tothe Company’s quarterly operating results. The Companyestablishes a valuation allowance for deferred tax assets when it ismore likely than not that the deferred tax assets will not be realized.The effective tax rate for the three months ended March31,  2006 is 42 percent and for the three months endedMarch  31,  2005 was 17 percent. For 2006, the differencebetween the statutory rate of 35 percent and the projected rate isprimarily due to non-deductible interest charges and non-deductibleexecutive compensation. For 2005, the difference between the statutoryrate of 35 percent and the projected rate was primarily due to areduction of the valuation allowance against deferred tax assets offsetby non-deductible interest charges.

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The income tax amounts reflected in theconsolidated financial statements of the Company as of March31,  2006 and for the three months ended March  31,2006 are based on separate company income tax filing methodology. Thesestatements do not reflect the adjustments resulting from being includedin Sprint Nextel’s consolidated federal and certain combinedstate income tax returns subsequent to Alamosa Holdings’acquisition by Sprint Nextel on February  1,2006.

Cash Flows

Operatingactivities — Operating cash flows increased$26,159 in the first quarter of 2006 compared to the first quarter of2005. The increase is primarily due to an increase in net income beforenon-cash items of $10,297 and working capital changes of $15,862.

Investing activities — Our investingcash flows were negative $17,040 in the three months ended March31,  2006 compared to negative $22,979 in the three months endedMarch  31,  2005. Cash purchases of property and equipmentwere $16,273 and $22,773 in the three months ended March31,  2006 and 2005, respectively.

Financingactivities — Our financing cash flowsincreased in the three months ended March  31,  2006 tonegative $36,655 from negative $74,006 in the three months endedMarch  31,  2005. In the three months ended March31,  2005, we made capital distributions to Alamosa Holdings inthe amount of $73,980 in connection with Alamosa Holdings’acquisition of AirGate. In the three months ended March31,  2006, we repaid senior notes in the amount of $346 and madecash distributions to Alamosa Holdings in the form of payment of$36,280 to holders of cancelled Alamosa Holdings stockoptions.

Liquidity and CapitalResources

Liquidity — Sinceinception, the Company has financed its operations through capitalcontributions from owners, through debt financing and through proceedsgenerated from public offerings of its and Alamosa Holdings’common stock. The proceeds from these transactions have been used tofund the build-out of the Company’s PCS network, subscriberacquisition costs and working capital.

CapitalResources — The Company had net cash flowsfrom operating activities of approximately $13  million andnegative $5  million for the three months ended March31,  2006 and 2005, respectively. Additionally, the Companyreported net income of $4  million for the three months endedMarch  31,  2006.

As of March  31,2006, the Company had $90  million in cash and cash equivalentsas well as $53  million in short term investments and believesthat this cash on hand plus the additional liquidity that it expects togenerate from operations will be sufficient to fund expected capitalexpenditures and to cover its working capital and debt servicerequirements for at least the next 12 months.

TheCompany’s future liquidity will be dependent on a number offactors influencing its operating cash flows, including subscribergrowth, average revenue per user, average monthly churn and costs toacquire subscribers. Should actual results differ significantly fromassumptions relating to these factors, the Company’s liquidityposition could be adversely affected and it could be in a position thatwould require it to raise additional capital, which may or may not beavailable on terms acceptable to the Company, if at all, and could havea material adverse effect on the Company’s ability to achieveits intended business objectives.

Inflation

We believethat inflation has not had a significant impact in the past and is notlikely to have a significant impact in the foreseeable future on ourresults of operations.

Recently Issued AccountingPronouncements

In December  2004, the Financial AccountingStandards Board (‘‘FASB’’) issued SFASNo.  123(R), ‘‘Share-Based Payment,’’which is a revision of SFAS No. 123 and supersedes APB 

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Opinion No. 25. SFAS No. 123(R) requires allshare-based payments to employees, including grants of employee stockoptions, to be valued at fair value on the date of grant, and to beexpensed over the applicable vesting period. Pro forma disclosures ofthe income statement effects of share-based payments is no longer analternative. SFAS No. 123(R) is effective for all stock-based awardsgranted on or after July  1,  2005. In addition, companiesmust also recognize compensation expense related to any awards that arenot fully vested as of July  1,  2005. Compensation expensefor the unvested awards will be measured based on the fair value of theawards previously calculated in developing the pro forma disclosures inaccordance with the provisions of SFAS No. 123. On April14,  2005, the SEC announced the adoption of a new rule thatamended the compliance dates for SFAS No. 123(R). The new rule allowedregistrants to implement SFAS No. 123(R) at the beginning of their nextfiscal year that begins after June  15,  2005. As a result,the Company adopted the provisions of SFAS No. 123(R) on January1,  2006. The adoption of the provisions of SFAS No. 123(R)resulted in a charge to stockholders' equity of 36.280 associatedwith payment for cancelled stock options in the three months endedMarch 31, 2006. As of March 31, 2006, the Company has no stock-basedcompensation awards outstanding

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

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

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

|              |                        |
|--------------|------------------------|
| ITEM4.  | CONTROLS ANDPROCEDURES |

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

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

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PART II — OTHERINFORMATION

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

See Part I, Item 1, Note 12 under the caption‘‘Commitments and Contingencies —Litigation’’ for a description of legalproceedings.

|                |               |
|----------------|---------------|
| ITEM 1A.  | RISK FACTORS. |

There have been no material changes from the risk factorsdescribed previously in Part I, Item 1A of the Company’s AnnualReport on Form 10-K for the year ended December  31,2005.

|               |                                                             |
|---------------|-------------------------------------------------------------|
| ITEM 2.  | UNREGISTERED SALES OF EQUITYSECURITIES AND USE OF PROCEEDS. |

None.

|              |                                 |
|--------------|---------------------------------|
| ITEM3.  | DEFAULTS UPON SENIORSECURITIES. |

None.

|               |                                                     |
|---------------|-----------------------------------------------------|
| ITEM 4.  | SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS. |

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

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

None.

|              |           |
|--------------|-----------|
| ITEM6.  | EXHIBITS. |

See the Exhibit Indexfollowing the signature page hereto for a list of the exhibits filedpursuant to Item 601 of RegulationS-K.

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SIGNATURES

Pursuantto the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf bythe undersigned thereunto dulyauthorized.

|  | ALAMOSA (DELAWARE),INC.(Registrant) |
|--|-------------------------------------|

|  | /s/   William G.Arendt             |
|--|---------------------------------------------------------------------------------------------------------------|

|  | William G.ArendtVice President and Controller |
|--|-----------------------------------------------|

|  | Date:May  15,  2006 |
|--|---------------------|

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EXHIBITINDEX

|               |  |                                                                                                                                                                                                                                                                     |  |  |  |  |
|---------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| EXHIBITNUMBER |  | EXHIBIT TITLE                                                                                                                                                                                                                                                       |
| 3.1           |  | Amendedand Restated Certificate of Incorporation of Alamosa (Delaware), Inc.,filed as Exhibit 3.1 to Form 10-Q of Alamosa (Delaware), Inc. for thequarterly period ended June  30,  2001 (SEC File No.001-15657), which exhibit is incorporated herein byreference. |
| 3.2           |  | Amended and Restated Bylawsof Alamosa (Delaware), Inc., filed as Exhibit 3.2 to the RegistrationStatement on Form S-4, dated May  9,  2001 (SEC File No.333-60572) of Alamosa (Delaware), Inc., which exhibit is incorporatedherein by reference.                   |
| 31.1 *        |  | Certification ofCEO Pursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                       |
| 31.2 *        |  | Certification of CFO Pursuantto Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                       |
| 32.1 *        |  | Certification of CEO Pursuantto 18 U.S.C. Section 1350, as adopted Pursuant to Section  906 ofthe Sarbanes-Oxley Act of 2002.                                                                                                                                       |
| 32.2*         |  | Certification of CFO Pursuant to 18 U.S.C. Section 1350, asadopted Pursuant to Section  906 of the Sarbanes-Oxley Act of2002.                                                                                                                                       |
|               |

|  |
|--|
|  |  |
|  |

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

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