<PAGE>

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

                                    FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2001.

                                       OR

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


                        COMMISSION FILE NUMBER: 005-58523

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

           DELAWARE                                     75-2843707

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

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


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES X  NO
---------

As of November 13, 2001, approximately 100 shares of common stock, $0.01 par
value per share, were issued and outstanding.



<PAGE>


                            ALAMOSA (DELAWARE), INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>       <C>                                                                                                 <C>
PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheets at September 30, 2001 (unaudited) and December 31, 2000..................3

           Consolidated Statements of Operations for the three and nine months ended September 30, 2001
           and 2000, (unaudited)................................................................................4

           Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and 2000,
           (unaudited)..........................................................................................5

           Notes to the Consolidated Financial Statements.......................................................6

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk...........................................20

PART II    OTHER INFORMATION

Item 1.    Legal Proceedings....................................................................................21

Item 2.    Changes in Securities and Use of Proceeds............................................................22

Item 3.    Defaults Upon Senior Securities......................................................................22

Item 4.    Submission of Matters to a Vote of Security Holders..................................................22

Item 5.    Other Information....................................................................................22

Item 6.    Exhibits and Reports on Form 8-K.....................................................................22
</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>
                                                                         September 30, 2001      December 31, 2000
                                                                         ------------------      -----------------
<S>                                                                      <C>                     <C>
ASSETS                                                                      (unaudited)
Current assets:
    Cash and cash equivalents                                             $       103,079        $     141,768
    Short-term investments                                                             --                1,600
    Accounts  receivable,  net of allowance for doubtful accounts of
      $5,841 and $1,503, respectively                                              53,428               14,747
    Inventory                                                                       6,918                2,753
    Prepaid expenses and other assets                                               6,419                3,027
    Restricted cash                                                                51,688                   --
    Deferred tax asset                                                              1,762                   --
    Interest receivable                                                               435                1,046
                                                                          ---------------        -------------

        Total current assets                                                      223,729              164,941

Property and equipment, net                                                       427,790              228,983
Notes receivable                                                                       --               46,865
Debt issuance costs, net                                                           37,608               13,108
Restricted cash                                                                    44,648                   --
Goodwill and intangible assets, net                                               849,088                   --
Other noncurrent assets                                                             5,738                4,501
                                                                          ---------------        -------------

        Total assets                                                      $     1,588,601        $     458,398
                                                                          ===============        =============
LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                 $        94,485        $      61,167
    Accrued interest payable                                                        9,275                  219
    Current installments of capital leases                                            433                   36
                                                                          ---------------        -------------

        Total current liabilities                                                 104,193               61,422

12 7/8% senior discount notes                                                     229,894              209,280
12 1/2% senior notes                                                              250,000                   --
13 5/8% senior notes                                                              150,000                   --
Senior secured credit facility                                                    137,162                   --
EDC credit facility                                                                    --               54,524
Deferred tax liability                                                            129,950                   --
Capital lease obligations, noncurrent                                               2,237                1,039
Other noncurrent liabilities                                                        7,539                  735
                                                                          ---------------        -------------

        Total liabilities                                                       1,010,975              327,000
                                                                          ---------------        -------------
Commitments and contingencies                                                          --                   --

Stockholder's equity:
    Preferred stock, $.01 par value; 1,000 shares authorized; no
      shares issued                                                                    --                   --
    Common stock, $.01 par value; 9,000 shares authorized,
      100 issued and outstanding                                                       --                   --
    Additional paid-in capital                                                    793,211              246,459
    Accumulated deficit                                                          (213,427)            (113,948)
    Accumulated other comprehensive loss, net of tax benefit                       (1,228)                  --
    Unearned compensation                                                            (930)              (1,113)
                                                                          ---------------        -------------
        Total stockholder's equity                                                577,626              131,398
                                                                          ---------------        -------------

        Total liabilities and stockholder's equity                        $     1,588,601        $     458,398
                                                                          ===============        =============
</TABLE>

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



                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  For the three months ended        For the nine months ended
                                                                         September 30,                     September 30,
                                                                  --------------------------        --------------------------
                                                                     2001            2000              2001             2000
                                                                  ---------       ----------        ----------       ---------
<S>                                                               <C>             <C>              <C>               <C>
Revenues:
   Subscriber revenues                                             $ 67,559       $   16,146        $  151,372       $  35,662
   Roaming and travel revenues                                       31,594            4,828            67,204          10,973
                                                                   --------       ----------        ----------       ---------
     Total service revenues                                          99,153           20,974           218,576          46,635
   Product sales                                                      8,721            2,229            18,668           6,001
                                                                   --------       ----------        ----------       ---------

     Total revenue                                                  107,874           23,203           237,244          52,636
                                                                   --------       ----------        ----------       ---------
Costs and expenses:
   Cost of service and operations
     (including  non-cash  compensation  of $0 and $159 for the
     three months ended September 30, 2001 and 2000, respectively,
     and $0 and $774 for the nine months ended September 30, 2001
     and 2000, respectively)                                         67,698           15,139           154,620          34,104
   Cost of product sold                                              16,591            4,605            35,150          11,637
   Selling and marketing                                             31,367           11,569            73,929          25,762
   General and administrative expenses
     (including  non-cash  compensation  of $0 and $352 for the
     three months ended September 30, 2001 and 2000, respectively,
     and $183 and $4,631 for the nine months ended September 30,
     2001 and 2000, respectively)                                     3,535            3,495            10,785          11,848
   Depreciation and amortization                                     27,305            3,015            64,476           7,763
                                                                   --------       ----------        ----------       ---------

     Total costs and expenses                                       146,496           37,823           338,960          91,114
                                                                   --------       ----------        ----------       ---------

     Loss from operations                                           (38,622)         (14,620)         (101,716)        (38,478)
   Interest and other income                                          2,531            4,111            10,718          10,834
   Interest expense                                                 (23,626)          (6,961)          (58,289)        (18,314)
                                                                   --------       ----------        ----------       ---------

     Net loss before income tax benefit and
     extraordinary item                                             (59,717)         (17,470)         (149,287)        (45,958)

   Income tax benefit                                                22,005               --            53,311              --
                                                                   --------       ----------        ----------       ---------

     Net loss before extraordinary item                             (37,712)         (17,470)          (95,976)        (45,958)

   Loss on debt extinguishment, net of tax
   benefit of $1,969                                                     --               --            (3,503)             --
                                                                   --------       ----------        ----------       ---------

     Net loss                                                      $(37,712)      $  (17,470)       $  (99,479)      $ (45,958)
                                                                   ========       ==========        ==========       =========
</TABLE>

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



                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                            Nine months ended September 30
                                                                          -----------------------------------
                                                                              2001                  2000
                                                                          -------------         -------------
<S>                                                                       <C>                   <C>
Cash flows from operating activities:
Net loss                                                                  $     (99,479)        $     (45,958)
Adjustments to reconcile net loss to net cash used in
   operating activities:
   Income tax benefit                                                           (55,280)                   --
   Non-cash compensation expense                                                    183                 5,405
   Depreciation and amortization                                                 30,745                 7,763
   Amortization of goodwill                                                      33,731                    --
   Amortization of debt issuance costs                                            2,231                 1,024
   Deferred interest expense                                                     20,679                16,599
   Loss on debt extinguishment                                                    5,472                    --
   Loss from disposition of interest rate cap agreements                             --                   266
   Loss from disposition of assets                                                   39                    54
   (Increase) decrease in asset accounts, net of effects from
     acquisitions
     Accounts receivable                                                        (28,078)               (7,987)
     Inventory                                                                     (842)                3,199
     Prepaid expenses and other assets                                           (3,283)                  (51)
   Increase (decrease) in liability accounts, net of effects from
     acquisitions:
     Accounts payable and accrued expenses                                       (4,533)                5,020
                                                                          -------------         -------------

     Net cash used in operating activities                                      (98,415)              (14,666)
                                                                          -------------         -------------
Cash flows from investing activities:
   Additions to property and equipment                                         (101,462)              (98,209)
   Repayment  (issuance) of notes receivable                                     11,860               (22,096)
   Payments for acquisitions, net of cash acquired                              (37,617)                   --
   Sale of short term investments                                                 1,600                    --
   Acquisition related costs                                                         --                (1,737)
   Purchase of minority interest in subsidiary                                       --                  (255)
                                                                          -------------         -------------

     Net cash used in investing activities                                     (125,619)             (122,297)

Cash flows from financing activities:
   Equity offering proceeds                                                          --               208,589
   Equity offering costs                                                             --               (13,599)
   Issuance of 12 7/8% senior discount notes                                         --               187,096
   Issuance of 12 1/2% senior notes                                             242,500                    --
   Issuance of senior secured credit facility                                   203,000                    --
   Issuance of 13 5/8% senior notes                                             141,546                    --
   Repayment of debt assumed through acquisitions                              (169,060)                   --
   Debt issuance costs                                                          (16,315)              (10,763)
   Stock options exercised                                                          211                   624
   Proceeds from issuance of long-term debt                                          --                 7,758
   Repayments of long-term debt                                                 (54,524)              (76,239)
   Repayment of senior secured credit facility                                  (65,838)                   --
   Change in restricted cash                                                    (96,336)                  518
   Proceeds from employee stock purchase plan                                       366                    --
   Payments on capital leases                                                      (205)                  (16)
   Interest rate cap premiums                                                        --                   (27)
                                                                          -------------         -------------

     Net cash provided by financing activities                                  185,345               303,941
                                                                          -------------         -------------

Net increase (decrease) in cash and cash equivalents                            (38,689)              166,978
Cash and cash equivalents at beginning of period                                141,768                 5,656
                                                                          -------------         -------------

Cash and cash equivalents at end of period                                $     103,079         $     172,634
                                                                          =============         =============
</TABLE>


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


                                       5
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


1.       BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

         The unaudited consolidated balance sheet as of September 30, 2001, the
         unaudited consolidated statements of operations for the three and nine
         months ended September 30, 2001 and 2000, the unaudited consolidated
         statements of cash flows for the nine months ended September 30, 2001
         and 2000, and related footnotes, have been prepared in accordance with
         generally accepted accounting principles for interim financial
         information and Article 10 of Regulation S-X. Accordingly, they do not
         include all the information and footnotes required by generally
         accepted accounting principles. The financial information presented
         should be read in conjunction with the audited consolidated financial
         statements for the year ended December 31, 2000. In the opinion of
         management, the interim data includes all adjustments (consisting of
         only normally recurring adjustments) necessary for a fair statement of
         the results for the interim periods. Operating results for the nine
         months ended September 30, 2001 are not necessarily indicative of
         results that may be expected for the year ending December 31, 2001.

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

2.       ORGANIZATION AND BUSINESS OPERATIONS

         Alamosa (Delaware), Inc. ("Alamosa (Delaware)") is a wholly owned
         subsidiary of Alamosa PCS Holdings, Inc. ("Alamosa PCS Holdings"),
         which is a wholly owned subsidiary of Alamosa Holdings, Inc. ("Alamosa
         Holdings"). Alamosa Holdings shares of common stock are quoted on The
         Nasdaq National Market under the symbol "APCS." Alamosa (Delaware) is a
         holding company and through its subsidiaries provides wireless personal
         communications services, commonly referred to as PCS, in the
         Southwestern, Northwestern and Midwestern United States.

         Alamosa (Delaware) is a Delaware corporation and was formed in October
         1999 under the name "Alamosa PCS Holdings, Inc." to operate as a
         holding company in anticipation of its initial public offering. Alamosa
         (Delaware) completed its initial public offering of common stock on
         February 3, 2000. Immediately prior to the initial public offering,
         shares of Alamosa (Delaware) were exchanged for Alamosa PCS LLC's
         ("Alamosa") membership interests, and Alamosa became wholly owned by
         Alamosa (Delaware). These financial statements are presented as if the
         reorganization had occurred as of the beginning of the periods
         presented. Alamosa (Delaware) and its subsidiaries are collectively
         referred to in these financial statements as the "Company."

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

         On February 14, 2001, Alamosa Holdings became the new public holding
         company of Alamosa PCS Holdings, Inc. ("Alamosa PCS Holdings") and its
         subsidiaries pursuant to a reorganization transaction in which a wholly
         owned subsidiary of Alamosa Holdings was merged with and into Alamosa
         PCS Holdings. As a result of this reorganization, Alamosa PCS Holdings
         became a wholly owned subsidiary of Alamosa Holdings, and each share of
         Alamosa PCS Holdings common stock was converted into one share of
         Alamosa Holdings common stock. Alamosa Holdings' common stock is quoted
         on The Nasdaq National Market under the same symbol previously used by
         Alamosa PCS Holdings, "APCS." On that day the Company also completed
         its acquisitions of two Sprint PCS affiliates, Roberts Wireless
         Communications, L.L.C. ("Roberts") and Washington Oregon Wireless, LLC
         ("WOW"). On March 30, 2001, the Company acquired Southwest PCS
         Holdings, Inc. ("Southwest").

3.       MERGERS WITH ROBERTS WIRELESS COMMUNICATIONS, L.L.C., WASHINGTON OREGON
         WIRELESS, LLC, AND SOUTHWEST PCS HOLDINGS, INC.

         As of the end of the first quarter of 2001, Alamosa Holdings completed
         the acquisitions of three Sprint PCS network partners. On February 14,
         2001, Alamosa Holdings completed its acquisition of Roberts and WOW. In
         connection with the Roberts and WOW acquisitions, Alamosa Holdings
         entered into a new senior secured credit facility for up to $280
         million. On March 30, 2001, Alamosa Holdings completed its acquisition
         of Southwest.



                                       6
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


         In connection with the Southwest acquisition, Alamosa Holdings
         increased the senior secured credit facility from $280 million to $333
         million. Each of these transactions was accounted for under the
         purchase method of accounting.

         The merger consideration in the Roberts acquisition consisted of 13.5
         million common shares of Alamosa Holdings and approximately $4.0
         million in cash. Alamosa Holdings also assumed the net debt of Roberts
         in the transaction, which amounted to approximately $57 million as of
         February 14, 2001.

         The merger consideration in the WOW acquisition consisted of 6.05
         million common shares of Alamosa Holdings and approximately $12.5
         million in cash. Alamosa Holdings also assumed the net debt of WOW in
         the transaction, which amounted to approximately $31 million as of
         February 14, 2001.

         The merger consideration in the Southwest acquisition consisted of 11.1
         million common shares of Alamosa Holdings and approximately $5.0
         million in cash. Alamosa Holdings also assumed the net debt of
         Southwest in the transaction, which amounted to approximately $81
         million as of March 30, 2001.

         The Company has obtained independent valuations of Roberts, WOW and
         Southwest to allocate the purchase price. The results of the valuations
         are as follows (in thousands):

            Current assets                                             $  15,357
            Property, plant and equipment                                125,149
            Goodwill                                                     136,970
            Sprint affiliation and other agreements                      532,200
            Subscriber base acquired                                      29,500
                                                                       ---------
            Net book value of assets acquired, including intangibles   $ 839,176
                                                                       =========

         As a result of the acquisitions, the Company recorded goodwill and
         intangibles of $882.8 million. This amount includes a deferred tax
         liability of $184.1 million which was recorded for the differences
         between the estimated fair value and tax bases of the assets acquired
         and liabilities assumed. Additionally, this amount includes $29.5
         million which is attributable to the subscribers acquired with the
         mergers. The subscriber base will be amortized over 3 years, which
         approximates the average life of the Company's customer and the
         remaining goodwill and other intangibles will be amortized over 18
         years, which approximates the remaining life of the initial term of the
         assumed Sprint PCS contracts.

         The unaudited pro forma condensed consolidated statements of operations
         for the nine months ended September 30, 2001 and 2000 set forth below,
         present the results of operations as if the acquisitions had occurred
         at the beginning of each period and are not necessarily indicative of
         future results or actual results that would have been achieved had
         these acquisitions occurred as of the beginning of the period.

<TABLE>
<CAPTION>
                                                          For the nine months ended
                                                                 September 30,
                                                         ---------------------------
                                                            2001            2000
                                                         -----------      ----------
                                                                (in thousands)
          <S>                                            <C>             <C>
          Total revenues                                 $   256,166     $    79,818
                                                         ===========     ===========
          Net loss before income tax benefit
             and extraordinary item                      $  (173,023)    $  (129,766)
          Income tax benefit                                  61,128          30,965
                                                         -----------     -----------
          Net loss before extraordinary item                (111,895)        (98,801)
          Loss on debt extinguishment, net of tax
             benefit of $1,969                                (3,503)             --
                                                         -----------     -----------
          Net loss                                       $  (115,398)    $   (98,801)
                                                         ===========     ===========
</TABLE>


4.       ACCUMULATED DEPRECIATION AND AMORTIZATION

         Property and equipment are stated net of accumulated depreciation of
         $45.9 million and $15.6 million at September 30, 2001 and December 31,
         2000, respectively. Additionally, goodwill and other intangibles are
         stated net of accumulated amortization of $33.7 million and $0 at
         September 30, 2001 and December 31, 2000, respectively.


                                       7
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


5.       LONG-TERM DEBT

         Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                           September 30, 2001         December 31, 2000
                                                           ------------------         -----------------
         <S>                                               <C>                       <C>
         12 7/8% senior discount notes                         $  229,894                $  209,280
         12 1/2% senior notes                                     250,000                        --
         Senior secured credit facility                           137,162                        --
         13 5/8% senior notes                                     150,000                        --
         EDC credit facility                                           --                    54,524
                                                               ----------                ----------

            Total debt                                            767,056                   263,804
         Less current maturities                                       --                        --
                                                               ----------                ----------

         Long-term debt, excluding current maturities          $  767,056                $  263,804
                                                               ==========                ==========
</TABLE>

         12 7/8% SENIOR DISCOUNT NOTES

         On December 23, 1999, Alamosa (Delaware) filed a registration statement
         with the Securities and Exchange Commission for the issuance of $350
         million face amount of senior discount notes (the "12 7/8% Senior
         Discount Notes Offering"). The 12 7/8% Senior Discount Notes Offering
         was completed on February 8, 2000 and generated net proceeds of
         approximately $181 million after underwriters' commissions and expenses
         of approximately $6.1 million. The 12 7/8% Senior Discount Notes mature
         in ten years (February 15, 2010) and carry a coupon rate of 12 7/8%,
         and provides for interest deferral for the first five years. The 12
         7/8% Senior Discount Notes will accrete to their $350 million face
         amount by February 8, 2005, after which, interest will be paid in cash
         semiannually. The proceeds of the 12 7/8% Senior Discount Notes
         Offering were used to prepay $75 million of the Nortel credit facility,
         to pay costs to build out the system, to fund operating working capital
         needs and for other general corporate purposes.

         12 1/2% SENIOR NOTES

         On January 31, 2001, Alamosa (Delaware) consummated the offering (the
         "12 1/2% Senior Notes Offering") of $250 million aggregate principal
         amount of Senior Notes (the "12 1/2% Senior Notes"). The 12 1/2% Senior
         Notes mature in ten years (February 1, 2011), carry a coupon rate of 12
         1/2%, payable semiannually on February 1 and August 1, beginning on
         August 1, 2001. The net proceeds from the sale of the 12 1/2% Senior
         Notes were approximately $241 million, after deducting the discounts
         and commissions to the initial purchasers and estimated offering
         expenses.

         Approximately $59 million of the proceeds of the 12 1/2% Notes Offering
         were used by Alamosa (Delaware) to establish a security account (with
         cash or U.S. government securities) to secure on a pro rata basis the
         payment obligations under the 12 1/2% Senior Notes and the 12 7/8%
         Senior Discount Notes, and the balance will be used for general
         corporate purposes of Alamosa (Delaware), including, accelerating
         coverage within the existing territories of the Company; the build-out
         of additional areas within its existing territories; expanding its
         existing territories; and pursuing additional telecommunications
         business opportunities or acquiring other telecommunications businesses
         or assets.

         SENIOR SECURED CREDIT FACILITY

         On February 14, 2001, Alamosa Holdings, Alamosa (Delaware) and Alamosa
         Holdings, LLC, as borrower; entered into a $280 million senior secured
         credit facility (the "Senior Secured Credit Facility") with Citicorp
         USA, as administrative agent and collateral agent; Toronto Dominion
         (Texas), Inc., as syndication agent; EDC as co-documentation agent;
         First Union National Bank, as documentation agent; and a syndicate of
         banking and financial institutions. On March 30, 2001, this credit
         facility was amended to increase the facility to $333 million in
         relation to the acquisition of Southwest. At that time, all covenants
         were amended to reflect this increase and the inclusion of Southwest.




                                       8
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

         As of September 30, 2001, Alamosa Holdings, LLC borrowed $137 million
         under the new term loan facility while an additional $88 million in
         term debt will be available for multiple drawings in amounts to be
         agreed for a period of 12 months thereafter.

         The Senior Secured Credit Facility was amended on July 19, 2001 to
         extend the period prior to which Alamosa Holdings, LLC can borrow $50.0
         million of term loans from August 14, 2001 to December 31, 2001.

         In conjunction with the closing of the 13 5/8% Senior Notes (as
         discussed below) the Senior Secured Credit Facility was amended to
         reduce the amount of the facility from $333.0 million to $225.0 million
         and modify the financial covenants.

         13 5/8% SENIOR NOTES

         On August 15, 2001, Alamosa (Delaware) issued $150 million face amount
         of Senior Notes (the "13 5/8% Senior Notes"). The 13 5/8% Senior Notes
         mature in ten years (August 15, 2011), will carry a coupon rate of 13
         5/8% payable semiannually on February 15 and August 15, beginning on
         February 15, 2002. The net proceeds from the sale of the 13 5/8% Senior
         Notes were approximately $141.5 million, after deducting the discounts
         and commissions to the initial purchasers and estimated offering
         expenses.

         Approximately $39.1 million of the proceeds of the 13 5/8% Notes
         Offering were used by Alamosa (Delaware) to establish a security
         account (with cash or U.S. government securities) to secure on a pro
         rata basis the payment obligations under the 13 5/8% Senior Notes, the
         12 1/2% Senior Notes and the 12 7/8% Senior Discount Notes.
         Approximately $66 million of the proceeds were used to pay down a
         portion of the Senior Secured Credit Facility. The balance will be used
         for general corporate purposes.

         NORTEL/EDC CREDIT FACILITY

         On February 14, 2001, the outstanding balance of $54,524 was paid in
         full plus accrued interest in the amount of $884 with proceeds from the
         Senior Secured Credit Facility. The Company was refunded $1,377 of the
         original issuance cost as a result of the early extinguishment. The
         balance of unamortized cost totaling $5,472 was written off and
         classified as an extraordinary item.

6.       INCOME TAXES

         The income tax benefit represents the anticipated recognition of the
         Company's deductible net operating loss carry forwards. This benefit is
         being recognized based on an assessment of the combined expected future
         taxable income of the Company and expected reversals of the temporary
         differences from the Roberts, WOW and Southwest mergers.

7.       HEDGING ACTIVITIES AND COMPREHENSIVE INCOME

         The Company adopted Statement of Financial Accounting Standards
         ("SFAS") No. 133, "Accounting for Derivatives and Hedging Activities"
         on January 1, 2001. The statement requires the Company to record all
         derivatives on the balance sheet at fair value. Derivatives that are
         not hedges must be adjusted to fair value through earnings. If the
         derivative is a hedge, depending on the nature of the hedge, changes in
         the fair value of the derivatives are either recognized in earnings or
         are recognized in other comprehensive income until the hedged item is
         recognized in earnings. During the quarter ended September 30, 2001,
         the Company recorded approximately $2,636 in "other noncurrent
         liabilities" representing the change in the fair market value of the
         interest rate hedge instruments that expire in 2004. In addition, the
         Company recognized a loss of $1,228 net of tax effect, in other
         comprehensive income, which appears as a separate component of
         Stockholders' Equity as "Accumulated other comprehensive loss," as
         illustrated below:



                                       9
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


<TABLE>
<CAPTION>
                                                      Nine months ended September 30,
                                                     --------------------------------
                                                        2001                  2000
                                                     ----------            ----------
         <S>                                         <C>                   <C>
         Net loss                                    $  (99,479)           $  (45,958)
         Change in fair value of derivatives
            (net of tax benefit of $680)                 (1,228)                   --
                                                     ----------            ----------

         Comprehensive loss                          $ (100,707)           $  (45,958)
                                                     ==========            ==========
</TABLE>


8.       SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOW

         Accounts payable at September 30, 2001 and 2000 include $29.8 million
         and $23.5 million, respectively, of property and equipment additions.
         Additions to property and equipment of $101.5 million in the
         consolidated statements of cash flows for the nine months ended
         September 30, 2001 include payments of accounts payable outstanding at
         December 31, 2000.

         During the quarter ended September 30, 2001, the Company entered into
         capital leases totaling $1.8 million.

9.       LONG-TERM INCENTIVE PLAN

         A vote of shareholders on February 14, 2001 increased the number of
         shares of the Company's common stock reserved for issuance under the
         long-term incentive plan by 6,000,000 shares, from 7,000,000 shares to
         13,000,000 shares.

10.      EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and
         SFAS No. 142, "Goodwill and Other Intangible Assets." The provisions of
         SFAS No. 141 will apply to all business combinations initiated after
         June 30, 2001, and will also apply to all business combinations
         accounted for by the purchase method that are completed after June 30,
         2001. SFAS No. 142 should be applied in fiscal years beginning after
         December 15, 2001 to all goodwill and other intangible assets
         recognized in an entity's statement of financial position at that date,
         regardless of when those assets were initially recognized. Certain
         provisions of SFAS No. 142 will be effective for business combinations
         completed after June 30, 2001. The Company is in the process of
         evaluating the effect of the adoption of these pronouncements.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations." The provisions of SFAS No. 143 are effective
         for financial statements issued for fiscal years beginning after June
         15, 2002. The Company is in the process of evaluating the effect of the
         adoption of this pronouncement.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets." The provisions of SFAS
         No. 144 are effective for financial statements issued for fiscal years
         beginning after December 15, 2001, and interim periods within those
         fiscal years. The Company is in the process of evaluating the effect of
         the adoption of this pronouncement.

11.      SUBSEQUENT EVENTS

         On September 28, 2001, the Securities and Exchange Commission declared
         effective Alamosa Holdings' registration statement in connection with
         the resale of 30,649,990 shares of our common stock by certain
         stockholders. The Company did not receive any proceeds from the sale of
         shares by the selling stockholders.

         On November 7, 2001, certain stockholders of Alamosa Holdings offered
         to sell 4,800,000 shares of Alamosa Holding's common stock. The Company
         did not receive any proceeds from the sale of shares by the selling
         stockholders

12.      GUARANTOR FINANCIAL STATEMENTS


                                       10
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           CONSOLIDATING BALANCE SHEET
                            AS OF SEPTEMBER 30, 2001
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                 Guarantor        Non-Guarantor
                                                Issuer         Subsidiaries        Subsidiary       Eliminations      Consolidated
                                             --------------    --------------     --------------    -------------     --------------
<S>                                          <C>              <C>                 <C>               <C>               <C>
ASSETS
Current Assets:
   Cash and cash equivalents                 $      3,825      $    84,332        $    14,922       $         --      $   103,079
   Accounts receivable, net of allowance               --           53,428                 --                 --           53,428
   Intercompany receivable                        109,530               --                 --           (109,530)              --
   Inventory                                           --            6,918                 --                 --            6,918
   Investment in subsidiary                       994,463               --                 --           (994,463)              --
   Deferred tax asset                                  --            1,762                 --                 --            1,762
   Prepaid expenses and other assets                   65            6,354                 --                 --            6,419
   Restricted cash                                 51,688               --                 --                 --           51,688
   Interest receivable                                435               --                 --                 --              435
                                             ------------      -----------        -----------       ------------      -----------
       Total current assets                     1,160,006          152,794             14,922         (1,103,993)         223,729

Property and equipment, net                            --          427,790                 --                 --          427,790
Notes receivable                                       --           35,005                 --            (35,005)              --
Debt issuance costs, net                           23,250           14,358                 --                 --           37,608
Restricted cash                                    32,877           11,771                 --                 --           44,648
Goodwill and intangible assets, net                    --          849,088                 --                 --          849,088
Other non-current assets                               --            5,738                 --                 --            5,738
                                             ------------      -----------        -----------       ------------      -----------
       Total assets                          $  1,216,133      $ 1,496,544        $    14,922       $ (1,138,998)     $ 1,588,601
                                             ============      ===========        ===========       ============      ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
   Accounts payable and accrued expenses     $        850      $    93,635        $        --       $         --      $    94,485
   Accrued interest payable                         7,763            1,512                 --                 --            9,275
   Intercompany payable                                --           94,841             14,689           (109,530)              --
   Current installments on capital leases              --              433                 --                 --              433
                                             ------------      -----------        -----------       ------------      -----------
       Total current liabilities                    8,613          190,421             14,689           (109,530)         104,193

Notes payable                                          --           35,005                 --            (35,005)              --
12 7/8% senior discount notes                     229,894               --                 --                 --          229,894
12 1/2% senior notes                              250,000               --                 --                 --          250,000
13 5/8% senior notes                              150,000               --                 --                 --          150,000
Senior secured credit facility                         --          137,162                 --                 --          137,162
Deferred tax liability                                 --          129,950                 --                 --          129,950
Capital lease obligations, noncurrent                  --            2,237                 --                 --            2,237
Other noncurrent liabilities                           --            7,539                 --                 --            7,539
                                             ------------      -----------        -----------       ------------      -----------
       Total liabilities                          638,507          502,314             14,689           (144,535)       1,010,975
                                             ------------      -----------        -----------       -------------     -----------
Stockholder's Equity:
   Preferred stock, par value $.01 per share;
       1,000 shares  authorized, no shares
       issued and outstanding                          --               --                 --                 --               --
   Common stock, $.01 par value; 9,000
       shares authorized, 100 issued and
       outstanding                                     --              485                 --               (485)              --
   Additional paid-in capital                     793,211        1,154,602              (4,000)       (1,150,602)         793,211
   Accumulated deficit                           (213,427)        (158,699)             4,233            154,466          (213,427)
   Accumulated other comprehensive loss,
       net of tax benefit                          (1,228)          (1,228)                --              1,228            (1,228)
   Unearned compensation                             (930)            (930)                --                930              (930)
                                             ------------      -----------        -----------       ------------      ------------
       Total stockerholder's equity               577,626          994,230                233           (994,463)          577,626
                                             ------------      -----------        -----------       -------------     ------------
       Total liabilities and stockholder's
       equity                                $  1,216,133      $ 1,496,544        $    14,922         (1,138,998)     $  1,588,601
                                             ============      ===========        ===========       =============     ============
</TABLE>



                                       11
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                      CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                               Guarantor        Non-Guarantor
                                             Issuer          Subsidiaries        Subsidiary       Eliminations         Consolidated
                                          ------------       ------------       -------------     ------------         ------------
<S>                                       <C>               <C>                <C>                <C>                  <C>
Revenues:
     Subscriber revenues                  $         --       $   151,372        $         --       $        --         $    151,372
     Roaming and travel revenues                    --            67,204                  --                --               67,204
                                          ------------       -----------        ------------       -----------         ------------
         Total services revenues                    --           218,576                  --                --              218,576
     Product sales                                  --            18,668                  --                --               18,668
                                          ------------       -----------        ------------       -----------         ------------
         Total revenue                              --           237,244                  --                --              237,244

Cost of services and operations                     --           154,620                  --                --              154,620
Cost of products sold                               --            35,150                  --                --               35,150
Selling and marketing                               --            73,929                  --                --               73,929
General and administrative (including
     $183 non-cash compensation)                   671            10,101                  13                --               10,785
Depreciation and amortization                       --            64,476                  --                --               64,476
                                          ------------       -----------        ------------       -----------         ------------
         Loss from operations                     (671)         (101,032)                (13)               --             (101,716)
Equity in loss of subsidiaries                 (57,883)               --                  --            57,883                   --
Interest and other income                        3,548             4,830               2,340                --               10,718
Interest expense                               (44,473)          (13,816)                 --                --              (58,289)
                                          ------------       -----------        ------------       -----------         ------------
     Net loss before income tax
     benefit and extraordinary item            (99,479)         (110,018)              2,327            57,883             (149,287)

Income tax benefit                                  --            53,311                  --                --               53,311
                                          ------------       -----------        ------------       -----------         ------------

     Net loss before extraordinary item        (99,479)          (56,707)              2,327            57,883              (95,976)

Loss on debt extinguishment, net of tax
     benefit of $1,969                              --            (3,503)                 --                --               (3,503)
                                          ------------       -----------        ------------       -----------         ------------
Net loss                                  $    (99,479)      $   (60,210)       $      2,327       $    57,883         $    (99,479)
                                          ============       ===========        ============       ===========         ============
</TABLE>



                                       12
<PAGE>

                            ALAMOSA (DELAWARE), INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                     Guarantor      Non-Guarantor
                                                    Issuer          Subsidiaries      Subsidiary       Eliminations    Consolidated
                                                 -------------    ---------------   -------------    ---------------  --------------
<S>                                              <C>              <C>              <C>              <C>               <C>
Cash flows from operating activities:
Net income (loss)                                $   (99,479)      $    (60,210)     $     2,327      $    57,883      $   (99,479)
Adjustments to reconcile net loss to net
cash used in operating activities:
   Equity in loss of subsidiaries                     57,883                 --               --          (57,883)              --
   Income tax benefit                                     --            (55,280)              --               --          (55,280)
   Non-cash compensation expense                         183                 --               --               --              183
   Depreciation and amortization                          --             30,745               --               --           30,745
   Amortization of goodwill                               --             33,731               --               --           33,731
   Amortization of debt issuance costs                 1,039              1,192               --               --            2,231
   Deferred interest expense                          20,679                 --               --               --           20,679
   Loss on debt extinguishment                            --              5,472               --               --            5,472
   Loss from disposition of assets                        --                 39               --               --               39
   (Increase) decrease in asset accounts,
       net of effects from acquisitions:
       Accounts receivable                                --            (28,978)             900               --          (28,078)
       Inventory                                          --               (842)              --               --             (842)
       Prepaid expense and other assets                2,835             (7,164)           1,046               --           (3,283)
   Increase (decrease) in liability accounts,
       net of effects from acquisitions:
       Accounts payable and accrued expenses           8,050            (12,544)             (39)              --           (4,533)
                                                 -----------       ------------      -----------      -----------      -----------
         Net cash provided by (used in)
         operating activities                         (8,810)           (93,839)           4,234               --          (98,415)

Cash flows from investing activities:
   Intercompany receivable                           (97,297)            99,180           (1,883)              --               --
   Equity investment in subsidiary                  (302,960)                --           (4,000)         306,960               --
   Equity investment from parent                          --            306,960               --         (306,960)              --
   Additions to property and equipment                    --           (101,462)              --               --         (101,462)
   Repayment of notes receivable                          --                 --           11,860               --           11,860
   Payments for acquisitions, net of cash acquired        --            (37,617)              --               --          (37,617)
   Sale of short term investments                      1,600                 --               --               --            1,600
         Net cash provided by (used in)
         investing activities                       (398,657)           267,061            5,977               --         (125,619)
                                                 -----------       ------------      -----------      -----------      -----------

Cash flows from financing activities:
   Issuance of 12 1/2% senior notes                  242,500                 --               --               --          242,500
   Issuance of senior secured credit facility             --            203,000               --               --          203,000
   Issuance of 13 5/8% senior notes                  141,546                 --               --               --          141,546
   Repayment of debt assumed through acquisition          --           (169,060)              --               --         (169,060)
   Debt issuance cost                                 (2,192)           (14,123)              --               --          (16,315)
   Stock options exercised                                --                211               --               --              211
   Repayment on long term debt                            --            (54,524)              --               --          (54,524)
   Repayment of senior secured credit facility            --            (65,838)              --               --          (65,838)
   Increase in restricted cash                       (84,565)           (11,771)              --               --          (96,336)
   Proceeds from employee stock purchase plan             --                366               --               --              366
   Payments on capital leases                             --               (205)              --               --             (205)
                                                 -----------       ------------      -----------      -----------      -----------
         Net cash provided by (used in)
         financing activities                        297,289           (111,944)              --               --          185,345
         Net increase (decrease) in cash and
         cash equivalents                           (110,178)            61,278           10,211               --          (38,689)
Cash and cash equivalents at beginning of
period                                               114,003             23,054            4,711               --          141,768
                                                 -----------       ------------      -----------      -----------      -----------
Cash and cash equivalents at end of period       $     3,825       $     84,332      $    14,922      $        --      $   103,079
                                                 ===========       ============      ===========      ===========      ===========
</TABLE>



                                       13
<PAGE>


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

FORWARD-LOOKING STATEMENTS

         This quarterly report on Form 10-Q includes "forward-looking
         statements" within the meaning of Section 27A of the Securities Act of
         1933, as amended (the "Securities Act"), and Section 21E of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
         can be identified by the use of forward-looking terminology such as,
         "may," "might," "could," "would," "believe," "expect," "intend,"
         "plan," "seek," "anticipate," "estimate," "project" or "continue" or
         the negative thereof or other variations thereon or comparable
         terminology. These forward-looking statements are subject to various
         risks and uncertainties and are made pursuant to the "safe-harbor"
         provisions of the private Securities Litigation Reform Act of 1995.
         These statements are made based on management's current expectations or
         beliefs as well as assumptions made by, and information currently
         available to, management.

         A variety of factors could cause actual results to differ materially
         from those anticipated in our forward-looking statements, including the
         following factors: our dependence on our affiliation with Sprint PCS;
         shifts in populations or network focus; changes or advances in
         technology; changes in Sprint's national service plans or fee structure
         with us; change in population; difficulties in network construction;
         increased competition in our markets; failure to consummate anticipated
         acquisitions or financings; and adverse changes in financial position,
         condition or results of operations. For a detailed discussion of these
         and other cautionary statements and factors that could cause actual
         results to differ from our forward-looking statements, please refer to
         our filings with the Securities and Exchange Commission, "Item 1.
         Business" and "Item 7. Management's Discussion and Analysis of
         Financial Condition and Results of Operation" of our Form 10-K for the
         year ended December 31, 2000 and the "risk factors" sections of our
         subsequent filings with the Securities and Exchange Commission.

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

         OVERVIEW

         Since our inception, we have incurred substantial costs to negotiate
         our contracts with Sprint PCS and our debt financing, to raise funds in
         the public market, to engineer our wireless system, to develop our
         business infrastructure and distribution channels and to build-out our
         portion of the Sprint PCS network. As of September 30, 2001, our
         accumulated deficit was $213.4 million. Through September 30, 2001, we
         incurred $473.8 million of capital expenditures and construction in
         progress including capital expenditures related to the build-out of our
         portion of the Sprint PCS network, including costs connected to the
         acquisition of Roberts, WOW and Southwest. While we anticipate
         operating losses to continue, we expect revenue to continue to increase
         substantially as the base of Sprint PCS subscribers located in our
         territories increases.

         On July 17, 1998, we entered into our affiliation agreements with
         Sprint PCS. We subsequently amended our affiliation agreements with
         Sprint PCS to expand our territories so that as of September 30, 2001
         our territories included approximately 10.8 million covered residents,
         including Roberts, WOW and Southwest.

         As a Sprint PCS affiliate, we have the exclusive right to provide
         wireless mobility communications network services under the Sprint and
         Sprint PCS brand names in our territories. We are responsible for
         building, owning and managing the portion of the Sprint PCS network
         located in our territories. We market wireless products and services in
         our territories under the Sprint and Sprint PCS brand names. We offer
         national plans designed by Sprint PCS and specialized local plans
         tailored to our market demographics. Our portion of the Sprint PCS
         network is designed to offer a seamless connection with Sprint PCS's
         100% digital wireless network. We market wireless products and services
         through a number of distribution outlets located in our


                                       14
<PAGE>

         territories, including our own Sprint PCS stores, major national
         distributors and third party local representatives.

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

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

         As of the end of the first quarter of 2001, we completed the
         acquisitions of three Sprint PCS network partners. On February 14,
         2001, we completed our acquisition of Roberts and WOW. In connection
         with the Roberts and WOW acquisitions, we entered into a new Senior
         Secured Credit Facility for up to $280 million. On March 30, 2001, we
         completed our acquisition of Southwest. Each of these transactions was
         accounted for under the purchase method of accounting. In connection
         with the Southwest acquisition, we increased the Senior Secured Credit
         Facility from $280 million to $333 million. On August 15, 2001, Alamosa
         (Delaware) issued $150 million in 13 5/8% Senior Notes. In conjunction
         with this notes issuance, the Senior Secured Credit Facility was
         reduced to $225 million.

         On February 14, 2001, as part of the reorganization transaction in
         which we acquired Roberts and WOW, Alamosa Sub I, Inc., our wholly
         owned subsidiary, merged with Alamosa PCS Holdings, with Alamosa PCS
         Holdings surviving the merger and Alamosa PCS Holdings became our
         wholly owned subsidiary. Each share of Alamosa PCS Holdings common
         stock issued and outstanding immediately prior to the merger was
         converted into the right to receive one share of our common stock.

         We launched Sprint PCS service in our first market, Laredo, Texas, in
         June 1999, and have since commenced service in 87 additional markets
         including acquisitions, through September 30, 2001. At September 30,
         2001 our systems, including acquisitions, covered approximately 10.8
         million residents out of approximately 15.6 million total residents in
         those markets. The number of residents covered by our systems does not
         represent the number of Sprint PCS subscribers that we expect to be
         based in our territories. As of September 30, 2001, approximately
         404,000 Sprint PCS subscribers were based in our territories.

         SEASONALITY

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

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

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

         o competitive pricing pressures; and

         o aggressive marketing and promotions.



                                       15
<PAGE>


RESULTS OF OPERATIONS

FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE QUARTER
AND NINE MONTHS ENDED SEPTEMBER 30, 2000

         NET LOSS. Our net loss for the quarter ended September 30, 2001 was
$37.7 million as compared to a net loss of $17.5 million for the quarter ended
September 30, 2000. Net loss for the nine months ended September 30, 2001 was
$99.5 million compared to a net loss of $46.0 million for the nine months ended
September 30, 2000. These losses were the result of the continued incurrence of
start-up expenses relative to the preparation of markets for commercial launch,
significant subscriber growth and the operation of markets in service.

         SERVICE REVENUES. Service revenues are comprised of subscriber revenue,
Sprint PCS roaming revenue, non-Sprint PCS roaming revenue and long distance
revenue, all of which initially began accruing to us at or near our first
initial commercial launch in June 1999. Subscriber revenue consists of payments
received from Sprint PCS subscribers based in our territories for monthly Sprint
PCS service under a variety of service plans. These plans generally reflect the
terms of national plans offered by Sprint PCS. We receive Sprint PCS travel
revenue at a per minute rate from Sprint PCS or another Sprint PCS affiliate
when Sprint PCS subscribers based outside of our territories use our portion of
the Sprint PCS network. This reciprocal rate was 20 cents per minute for travel
from inception through May 31, 2001. Pursuant to our affiliation agreements with
Sprint PCS, Sprint PCS can change this per minute rate. Sprint and the Company
agreed to change the reciprocal travel rate to 15 cents effective June 1, 2001
and to 12 cents effective October 1, 2001. Beginning January 1, 2002 and
continuing throughout the remaining term of the affiliate agreements with Sprint
PCS, the rate will be adjusted to provide a fair and reasonable return on the
cost of the underlying network, which we expect to be approximately 10 cents per
minute. The long distance rate of 6 cents per minute remains unchanged. Service
revenues were $99.2 million for the quarter ended September 30, 2001 compared to
$21 million for the quarter ended September 30, 2000. Service revenues were
$218.6 million for the nine months ended September 30, 2001, and $46.6 million
for the nine months ended September 30, 2000. These increases are due to the
continued growth in our subscribers and the approximately 90,000 subscribers
acquired in the first quarter of 2001, resulting from the closing of the mergers
with WOW, Roberts and Southwest.

         Non-Sprint PCS roaming revenue primarily consists of fees collected
from Sprint PCS customers based in our territories when they roam on non-Sprint
PCS networks. These fees are based on rates specified in the customers'
contracts. However, it is possible that in some cases these fees may be less
than the amount we must pay to other wireless service providers that provide
service to Sprint PCS customers based in our territories. Non-Sprint PCS roaming
revenue also includes payments from wireless service providers, other than
Sprint PCS, when those providers' customers roam on our portion of the Sprint
PCS network. For the quarter ended September 30, 2001 our average monthly
revenue per user ("ARPU") including roaming revenue was approximately $92
compared to approximately $88 for the same quarter of 2000. For the nine months
ended September 30, 2001, ARPU for Sprint PCS customers in our territories,
including roaming revenue, was approximately $90 and was approximately $85 for
the nine months ended September 30, 2000. For the quarter ended September 30,
2001, ARPU without roaming was approximately $63 compared to approximately $68
for the quarter ended September 30, 2000. Without roaming, our ARPU was
approximately $62 and $65 for the nine months ended September 30, 2001 and 2000,
respectively.

         PRODUCT SALES. 100% of the revenue from the sale of handsets and
accessories through our retail stores and to our local indirect distributors are
recorded, net of an allowance for returns, as product sales. Product sales for
the quarter ended September 30, 2001 totaled $ 8.7 million compared to $2.2
million for the same quarter of 2000. The amount recorded for the nine months
ended September 30, 2001 totaled $18.7 million as compared to $6.0 million for
the nine months ended September 30, 2000. The increase in product sales, for
both the quarter and the nine months can be attributed to the opening of retail
stores and the addition of local indirect distributors in markets launched in
the last half of 2000 and the acquisitions of WOW, Roberts and Southwest in the
first quarter of 2001. Our handset return policy allows customers to return
their handsets for a full refund within 14 days of purchase. When handsets are
returned to us, we may be able to reissue the handsets to customers at little
additional cost to us. However, when handsets are returned to Sprint PCS for
refurbishing, we receive a credit from Sprint PCS, which is less than the amount
we originally paid for the handset.

         COST OF SERVICE AND OPERATIONS. These expenses include the cost of
operations for our network (such as fees related to data transfer via T-1 and
other transport lines and inter-connection fees), Sprint PCS and non-Sprint PCS



                                       16
<PAGE>

roaming fees, long distance, the affiliation fee paid to Sprint PCS of 8% of
collected service revenues, and customer care, billing and service fees paid to
Sprint PCS. Cost of service and operations totaled $67.7 million and $15.1
million for the quarters ended September 30, 2001 and 2000, respectively. Cost
of service and operations totaled $154.6 million for the nine months ended
September 30, 2001 and $34.1 million for the nine months ended September 30,
2000. The increase is primarily attributable to the increase in subscribers in
2001 as compared to 2000. We pay Sprint PCS travel fees when Sprint PCS
subscribers based in our territories use the Sprint PCS network outside of our
territories. Pursuant to our affiliation agreements with Sprint PCS, Sprint PCS
can change this per minute rate. Sprint and the Company agreed to change the
reciprocal travel rate to 15 cents effective June 1, 2001 and to 12 cents
effective October 1, 2001. Beginning January 1, 2002 and continuing throughout
the remaining term of the affiliate agreements with Sprint PCS, the rate will be
adjusted to provide a fair and reasonable return on the cost of the underlying
network, which we expect to be approximately 10 cents per minute. We pay
non-Sprint PCS roaming fees to other wireless service providers when Sprint PCS
customers based in our territories use their network.

         COST OF PRODUCTS SOLD. The cost of products sold through our retail
stores and to our local indirect retailers totaled $16.6 million for the quarter
ended September 30, 2001 as compared to $4.6 million for the quarter ended
September 30, 2000. Cost of products sold was $35.2 million and $11.6 million
for the nine months ended September 30, 2001 and 2000, respectively. The
increase was due to growth in our subscribers activated through our retail and
local indirect channels between September 30, 2000 and September 30, 2001. These
amounts include the cost of accessories and the cost of handsets sold through
our retail stores including sales to local indirects. We expect the cost of
handsets to exceed the retail sales price because we subsidize the price of
handsets for competitive reasons. The handset subsidy included in cost of
products sold through our retail stores totaled $8.1 million for the quarter
ended September 30, 2001 and $2.4 million for the quarter ended September 30,
2000. For the nine months ended September 30, 2001, handset subsidy through our
retail stores was $17.3 million compared to $5.7 million for the same period of
2000.

         SELLING AND MARKETING. Selling and marketing expenses totaled $31.4
million for the quarter ended September 30, 2001 and $11.6 million for the
quarter ended September 30, 2000. Selling and marketing expenses were $73.9
million and $25.8 million for the nine months ended September 30, 2001 and 2000,
respectively. Selling and marketing expenses include advertising expenses,
promotion costs, sales commissions and expenses related to our distribution
channels and handset subsidy paid to Sprint PCS for customers based in our
territories that purchase handsets through Sprint PCS or its national retailers.
The amount of handset subsidy from channels other than our retails stores, such
as E-commerce, telemarketing, and Sprint PCS national retailers, and sales to
local indirects included in selling and marketing totaled $5.3 million and $1.1
million for the quarters ended September 30, 2001 and 2000, respectively. For
the nine months ended September 30, 2001 the amount of handset subsidy from
channels other than our retail stores and sales to local indirects included in
selling and marketing totaled $9.7 million as compared to $3.4 million for the
nine months ended September 30, 2000.

         GENERAL AND ADMINISTRATIVE EXPENSES. For the quarters ended September
30, 2001 and 2000, general and administrative expenses totaled $3.5 million and
$3.5 million, respectively. For the nine months ended September 30, 2001, these
expenses totaled $10.8 million compared to $11.8 million for the nine months
ended September 30, 2000. General and administrative expenses include corporate
costs and expenses such as administration, human resources and accounting and
finance. Also included in general and administrative expenses is non-cash
compensation expense related to the Company's stock option plans of $0.4 million
for the quarter ended September 30, 2000. No non-cash compensation expense was
recorded for the quarter ended September 30, 2001. For the nine months ended
September 30, 2001, $0.2 million of non-cash compensation expense was recorded
as compared to $4.6 million for the nine months ended September 30, 2000.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
quarter ended September 30, 2001 totaled $27.3 million as compared to $3.0
million for the quarter ended September 30, 2000. For the nine months ended
September 30, 2001 and September 30, 2000, depreciation and amortization totaled
$64.5 million and $7.8 million, respectively. Included in depreciation and
amortization for the quarter ended September 30, 2001 and the nine months
September 30, 2001, was $14.5 million and $33.7 million, respectively, of
amortization of goodwill and identified intangibles that resulted from the
mergers with Roberts, WOW and Southwest. Depreciation is calculated using the
straight-line method over the useful life of the asset. We begin to depreciate
the assets for each market only after we launch that market. The increase in
depreciation expense is due to the significant increase in network
infrastructure we built and launched since September 2000.

                                       17
<PAGE>

         INTEREST AND OTHER INCOME. Interest and other income totaled $2.5
million for the quarter ended September 30, 2001 and $4.1 million for the
quarter ended September 30, 2000. Interest and other income totaled $10.7
million and $10.8 million for the nine months ended September 30, 2001 and 2000,
respectively. This income generally has been generated from the investment of
equity and loan proceeds held in liquid accounts waiting to be deployed.

         INTEREST EXPENSE. Interest expense totaled $23.6 million for the
quarter ended September 30, 2001 and $7.0 million for the quarter ended
September 30, 2000. For the nine months ended September 30, 2001, interest
expense was $58.3 million compared to $18.3 million for the nine months ended
September 30, 2000. During the first quarter of 2001, we issued new senior notes
and a new credit facility for a combined total of approximately $453 million.
The increase from 2000 to 2001 is due to higher average outstanding debt
balances due to business acquisitions and network construction.

         INCOME TAX BENEFIT. For the quarter and nine months ended September 30,
2001, income tax benefit totaled $22.0 million and $55.3 million, respectively.
The income tax benefit represents the anticipated recognition of the Company's
deductible net operating loss carry forward. This benefit is being recognized
based on an assessment of the combined expected future taxable income of the
Company and expected reversals of the temporary differences from the Roberts,
WOW and Southwest mergers.

         LOSS ON DEBT EXTINGUISHMENT. For the nine months ended September 30,
2001, a loss on extinguishment of debt of $5.5 million, net of tax benefit of
$2.0 million was recorded to write off debt issuance costs associated with the
Nortel/EDC Credit Facility. This credit facility was replaced with the Senior
Secured Credit Facility, which was entered into on February 14, 2001. No such
loss was incurred for the period ended September 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, we have financed our operations through capital
contributions from our owners, through debt financing and through proceeds
generated from our initial public offering. We entered into a credit agreement
with Nortel effective June 10, 1999, which was amended and restated on February
8, 2000. On June 23, 2000, Nortel assigned the entirety of its loans and
commitments to EDC, and Alamosa and EDC entered into the credit facility with
EDC (the "EDC Credit Facility").

         The EDC Credit Facility was reduced by $75.0 million from the issuance
of the 12 7/8% Senior Discount Notes. Following the completion of that offering,
the EDC Credit Facility provided for advancing term loan facilities in the
aggregate principal amount of $175.0 million. The terms and conditions of the
EDC Credit Facility were substantially the same as the terms and conditions of
the Nortel credit agreement before the assignment and the amendments. On
February 14, 2001, we repaid the total amount outstanding on the facility in the
amount of $54.5 million plus accrued interest of $884 with the proceeds from our
Senior Secured Credit Facility.

         On February 4, 2000, we issued $350 million face amount of senior
discount notes (the "12 7/8% Senior Discount Notes"). The 12 7/8% Senior
Discount Notes mature in ten years (February 15, 2010), carry a coupon rate of
12 7/8%, and provide for interest deferral for the first five years. The 12 7/8%
Senior Discount Notes will accrete to their $350 million face amount by February
8, 2005, after which interest will be paid in cash semiannually.

         On January 31, 2001, we issued $250 million face amount of Senior Notes
(the "12 1/2% Senior Notes"). The 12 1/2% Senior Notes mature in ten years
(February 1, 2011), carry a coupon rate of 12 1/2%, payable semiannually on
February 1 and August 1, beginning on August 1, 2001.

         On February 14, 2001, Alamosa Holdings, Alamosa (Delaware) and Alamosa
Holdings, LLC, as borrower; entered into a $280.0 million senior secured credit
facility (the "Senior Secured Credit Facility") with Citicorp USA, as
administrative agent and collateral agent Toronto Dominion (Texas), Inc., as
syndication agent; EDC as co-documentation agent; First Union National Bank, as
documentation agent; and a syndicate of banking and financial institutions. On
March 30, 2001, this credit facility was amended to increase the facility to
$333.0 million in relation to the acquisition of Southwest. At that time, all
covenants were amended to reflect this increase and the inclusion of Southwest.
The Senior Secured Credit Facility was amended on July 19, 2001 to extend the
period prior to which Alamosa Holdings, LLC must borrow $50.0 million of term
loans from August 14, 2001 to December 31, 2001.


                                       18
<PAGE>

         On August 15, 2001, we issued $150 million of face amount of senior
notes (the "13 5/8% Senior Notes"). The 13 5/8% Senior Notes mature in ten years
(August 15, 2011) and carry a coupon rate of 13 5/8% payable semiannually on
February 15 and August 15, beginning on February 15, 2002. The net proceeds from
the sale of the 13 5/8% Senior Notes were approximately $141.5 million, after
deducting the discounts and commissions to the initial purchasers and offering
expenses.

         Approximately $39 million of the proceeds of the offering of the 13
5/8% Senior Notes was used by Alamosa (Delaware) to establish a security account
(with cash or U.S. Government Securities) to secure on a pro rata basis the
payment obligations under the 13 5/8% Senior Notes, the 12 1/2% Senior Notes and
the 12 7/8% Senior Discount Notes. Approximately $66 million of the proceeds
were used to pay down a portion of the Senior Secured Credit Facility. The
balance will be used for general corporate purposes.

         The Senior Secured Credit Facility was amended simultaneously with the
closing of the offering of the 13 5/8% Senior Notes to, among other things,
reduce the amount of the Senior Secured Credit Facility from $333.0 million to
$225.0 million and modify the financial covenants. As of September 30, 2001, our
total outstanding debt, excluding unused commitments made by lenders, was
approximately $769.3 million.

         Net cash used in operating activities was $98.4 million for the nine
months ended September 30, 2001. Net cash used in operating activities was $14.7
million for the nine months ended September 30, 2000. Cash used in operating
activities was attributable to operating losses and working capital needs.

         Net cash used in investing activities was $125.6 million for the nine
months ended September 30, 2001, and $122.3 million for the nine months ended
September 30, 2000. In 2001, we invested $101.5 million in our network
infrastructure and $37.6 million in the acquisitions of Roberts, WOW and
Southwest. The expenditures in 2000 were related primarily to the purchase of
network infrastructure needed to construct our portion of the Sprint PCS
network.

         Net cash provided by financing activities was $185.3 million for the
nine months ended September 30, 2001 and consisted primarily of the net proceeds
from our issuance of the 12 1/2% Senior Notes, borrowings under the Senior
Secured Credit Facility, less repayment of long-term debt of $223.6 million,
$169.1 million of which was assumed through acquisitions. Additionally, we had
net proceeds of $141.5 million from our issuance of the 13 5/8% Senior Notes,
less repayment of long term debt of $66.0 million. As of September 30, 2001, we
have set aside restricted cash of $84.5 million to secure on a pro rata basis
the payment obligations under the 12 7/8% Senior Discount Notes, the 12 1/2%
Senior Notes and the 13 5/8% Senior Notes, and $11.8 million as interest
collateral for the Senior Secured Credit Facility. Net cash provided by
financing activities was $303.9 million for the nine months ended September 30,
2000 consisting primarily of net proceeds from our initial public offering of
approximately $194.3 million and net proceeds from our issuance of 12 7/8%
Senior Discount Notes of approximately $187.1 million less repayments of
long-term debt of $76.2 million.

         As of September 30, 2001, our primary sources of liquidity were
approximately $103.0 million in cash and cash equivalents and $87.8 million of
unused capacity under the Senior Secured Credit Facility.

         We estimate that we will require approximately $46.8 million to
complete the current build-out plan and fund working capital losses through the
remainder of the year 2001. The actual funds required to build-out our portion
of the Sprint PCS network and to fund operating losses and working capital needs
may vary materially from this estimate and additional funds could be required.

         We include capital leases related to network equipment and build-out in
construction in progress until service has commenced in their respective
markets. Once that service has commenced, those capital leases are reclassified
to property and equipment. At September 30, 2001, capital leases totaled $2.7
million and included long-term capital lease obligations of $2.2 million. At
December 31, 2000 the capital leases totaled $1.1 million.

         For a complete description of our indebtedness, please refer to Note 5
included in Item 1. FINANCIAL STATEMENTS.

INFLATION


                                       19
<PAGE>

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

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." The provisions of SFAS No. 141 will apply to all business
combinations initiated after June 30, 2001, and will also apply to all business
combinations accounted for by the purchase method that are completed after June
30, 2001. SFAS No. 142 should be applied in fiscal years beginning after
December 15, 2001 to all goodwill and other intangible assets recognized in an
entity's statement of financial position at that date, regardless of when those
assets were initially recognized. Certain provisions of SFAS No. 142 will be
effective for business combinations completed after June 30, 2001. The Company
is in the process of evaluating the effect of the adoption of these
pronouncements.

         In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." The provisions of SFAS No. 143 are effective for
financial statements issued for fiscal years beginning after June 15, 2002. The
Company is in the process of evaluating the effect of the adoption of this
pronouncement.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." The provisions of SFAS No. 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years. The Company is
in the process of evaluating the effect of the adoption of this pronouncement.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We do not engage in commodity futures trading activities and do not
enter into derivative financial instrument transactions for trading or other
speculative purposes. We also do not engage in transactions in foreign
currencies that could expose us to market risk.

         We are subject to some interest rate risk on our financing from the
senior secured credit facility and any future floating rate financing.

         The following table presents the estimated future outstanding long-term
debt at the end of each year and future required annual principal payments for
each year then ended associated with the 12 7/8% Senior Discount Notes, the 12
1/2% Senior Notes, the 13 5/8% Senior Notes, capital leases and the senior
secured credit facility financing based on our projected level of long-term
indebtedness:




                                       20
<PAGE>


<TABLE>
<CAPTION>
                                                                     YEAR ENDING DECEMBER 31,
                                           -------------------------------------------------------------------------
                                             2001        2002        2003         2004        2005        THEREAFTER
                                           ----------  ---------  ----------   ----------   ----------    ----------
<S>                                        <C>        <C>         <C>          <C>          <C>           <C>
Fixed rate instruments:
  12 7/8 senior discount notes............ $    237    $    269    $    305     $    345     $   350       $    350
     Fixed interest rate..................   12.875%     12.875%     12.875%      12.875%     12.875%        12.875%
     Principal payments...................       --          --          --           --          --       $    350
  12 1/2% senior notes.................... $    250    $    250    $    250     $    250     $   250       $    250
     Fixed interest rate..................     12.5%       12.5%       12.5%        12.5%       12.5%         12.5%
     Principal payment....................       --          --          --           --          --       $    250
  13 5/8% senior notes.................... $    150    $    150    $    150     $    150     $   150       $    150
     Fixed interest rate..................   13.625%     13.625%     13.625%      13.625%     13.625%        13.625%
     Principal payment....................       --          --          --           --          --       $    150
  Capital leases--annual minimum:
     Lease payments (1)................... $  0.336    $  0.922    $  0.479     $  0.247     $  0.70       $  0.820
     Average interest rate ...............    11.35%      11.35%      11.35%       11.35%      11.35%         11.35%
  Variable rate instruments:
     Senior secured credit facility (2)... $    187    $    225    $    225     $    200     $   149       $     --
     Average interest rate (3)............     9.00%       9.00%       9.00%        9.00%       9.00%          9.00%
       Principal payments.................       --          --          --     $     25     $    51       $    149
</TABLE>

(1)   These amounts represent the estimated minimum annual payments due under
      our estimated capital lease obligations for the periods presented.

(2)   The amounts represent estimated year-end balances under the Senior
      Secured Credit Facility based on a projection of the funds borrowed under
      that facility pursuant to our current plan of network build-out.

(3)   Interest rate under the Senior Secured Credit Facility equals, at our
      option, either the London Interbank Offered Rate ("LIBOR") + 4.0%, or the
      prime or base rate of Citibank, N.A. plus 3.0%. LIBOR is assumed to equal
      5.0% for all periods presented.

Our primary market risk exposure relates to:

  o   the interest rate risk on long-term and short-term borrowings;

  o   our ability to refinance the 12 7/8% Senior Discount Notes at maturity at
      market rates; and

  o   the impact of interest rate movements on our ability to meet interest
      expense requirements and meet financial covenants.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         We and our subsidiaries are not parties to any pending legal
proceedings that we believe would, if adversely determined, individually or in
the aggregate have a material adverse effect on our, or our subsidiaries',
financial condition or results of operations.

         On October 29, 2001, we learned through press reports that a law firm
had announced that it had initiated securities actions against one of more of
several companies, including us, requesting class action status and alleging
violations of federal securities laws and/or that possible claims exist against
one or more of such companies for conduct occuring during specified periods. We
have not been served with, nor have we otherwise been able to obtain, a copy of
any complaint against us relating to these matters. We believe our prior actions
have been in accordance with applicable securities laws, and we expect to defend
any claims that ultimately may be brought against us vigorously.



                                       21
<PAGE>


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         None.

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

         None.

ITEM 5. OTHER INFORMATION.

         None.

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

(a)      The following exhibits are included herein:

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER         EXHIBIT TITLE
 <S>              <C>
   4.13           Indenture for 13 5/8% Senior Notes due 2011, dated August 15, 2001, among
                  Alamosa (Delaware), the Subsidiary Guarantors party thereto, and Wells Fargo
                  Bank Minnesota, N.A., as trustee, filed as Exhibit 4.12 to the Registration
                  Statement on Form S-4, dated August 28, 2001 (Registration No. 333-68538) of
                  Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.

   4.14           Form of Global Note relating to the 13 5/8% Senior Notes due 2011, filed as
                  Exhibit 4.13 to the Registration Statement on Form S-4, dated August 28, 2001
                  (Registration No. 333-68538) of Alamosa (Delaware), Inc., which exhibit is
                  incorporated herein by reference.

   4.15           Registration Rights Agreement, dated August 7, 2001, by and among Alamosa
                  (Delaware), Salomon Smith Barney Inc., TD Securities (USA) Inc., First Union
                  Securities, Inc., and Scotia Capital (USA) Inc., relating to the 13 5/8% Senior
                  Notes due 2011, filed as Exhibit 4.14 to the Registration Statement on Form S-4,
                  dated August 28, 2001 (Registration No. 333-68538) of Alamosa (Delaware), Inc.,
                  which exhibit is incorporated herein by reference.

   10.56          Third Amendment and Waiver, dated as of July 19, 2001, to the Amended and
                  Restated Credit Agreement, among Alamosa Holdings, Inc., Alamosa (Delaware),
                  Inc., Alamosa Holdings, LLC, Export Development Corporation, as co-documentation
                  agent, First Union National Bank, as documentation agent, Toronto Dominion
                  (Texas), Inc. as syndication agent and Citicorp USA, Inc., as administrative and
                  collateral agent as an amendment to Exhibit 10.23 above, filed as Exhibit 10.56
                  to the Registration Statement on Form S-1, dated July 31, 2001 (Registration No.
                  333-66358) of Alamosa Holdings, Inc. and incorporated herein by reference.

   10.57          Fourth Amendment and Waiver, dated as of August 6, 2001, to the Amended and
                  Restated Credit Agreement, among Alamosa Holdings, Inc., Alamosa
</TABLE>


                                       22
<PAGE>

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER         EXHIBIT TITLE
 <S>              <C>
                  (Delaware), Inc., Alamosa Holdings, LLC, the Lenders party thereto (the
                  "Lenders"), Export co-documentation agent, First Union National Bank, as
                  documentation agent, Toronto Dominion (Texas), Inc., as syndication agent, and
                  Citicorp USA, Inc., as administrative Agent and collateral Agent, as an
                  amendment to Exhibit 10.23 above, filed as Exhibit 10.55 to the Registration
                  Statement on Form S-4, dated August 28, 2001 (Registration No. 333-68538) of
                  Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.

   10.58          Fifth Amendment and Consent, dated as of August 7, 2001, to the Amended and
                  Restated Credit Agreement, among Alamosa Holdings, Inc., Alamosa (Delaware),
                  Inc., Alamosa Holdings, LLC, the Lenders party thereto (the "Lenders"), Export
                  Development Corporation, as co-documentation agent, First Union National Bank,
                  as documentation agent, Toronto Dominion (Texas), Inc., as syndication agent,
                  and Citicorp USA, Inc., as administrative Agent and collateral Agent, as an
                  amendment to Exhibit 10.23 above, filed as Exhibit 10.56 to the Registration
                  Statement on Form S-4, dated August 28, 2001 (Registration No. 333-68538) of
                  Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.
                  Security agreement, dated as of August 15, 2001, among Alamosa (Delaware),

   10.59          Inc., a Delaware corporation, Wells Fargo Bank Minnesota, N.A., as security
                  agent, Wells Fargo Bank Minnesota, N.A., as collateral agent for Wells Fargo
                  Bank Minnesota, N.A., as trustee under the August 2001 Indenture (as to
                  paragraph 6(b)), for Wells Fargo Bank Minnesota, N.A., as trustee under the
                  January 2001 Indenture (as to paragraph 6(b)), and for Wells Fargo Bank
                  Minnesota, N.A., as trustee under the 2000 Indenture (as to paragraph 6(b)),
                  filed as Exhibit 10.57 to the Registration Statement on Form S-4, dated August
                  28, 2001 (Registration No. 333-68538) of Alamosa (Delaware), Inc., which exhibit
                  is incorporated herein by reference.
</TABLE>


(b)   There were no reports on Form 8-K filed during the quarter ended September
      30, 2001.




                                       23
<PAGE>

                                   SIGNATURES

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

                                    ALAMOSA HOLDINGS, INC.
                                    Registrant

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

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