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

                                    FORM 10-Q
(Mark One)

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

                                       OR

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

      for the transition period from ______ to ______


                        COMMISSION FILE NUMBER: 005-58523


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


          DELAWARE                                      75-2843707
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


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


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


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

YES [X]  NO [ ]

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

YES [ ]  NO [X]

As of November 11, 2004, 100 shares of common stock, $0.01 par value per share,
were issued and outstanding.

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



                            ALAMOSA (DELAWARE), INC.

                                TABLE OF CONTENTS



                                                                                                                              PAGE
                                                                                                                              ----

PART I     FINANCIAL INFORMATION

Item 1.    Financial Statements

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

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

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

           Notes to the Consolidated Financial Statements                                                                        6

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                                           34

Item 4.    Controls and Procedures                                                                                              34

PART II    OTHER INFORMATION

Item 1.    Legal Proceedings                                                                                                    34

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds                                                          35

Item 3.    Defaults Upon Senior Securities                                                                                      35

Item 4.    Submission of Matters to a Vote of Security Holders                                                                  36

Item 5.    Other Information                                                                                                    36

Item 6.    Exhibits                                                                                                             36

SIGNATURES                                                                                                                      37




PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

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



                                                                             SEPTEMBER 30, 2004      DECEMBER 31, 2003
                                                                             --------------------   ---------------------

ASSETS

Current assets:
   Cash and cash equivalents                                                 $           106,291    $            98,242
   Restricted cash                                                                            --                      1
   Short term investments                                                                 50,342                     --
   Customer accounts receivable, net                                                      45,164                 28,034
   Receivable from Sprint                                                                 18,531                 22,947
   Receivable from parent                                                                     --                      1
   Inventory                                                                               6,778                  7,309
   Prepaid expenses and other assets                                                      10,798                  9,763
   Deferred customer acquisition costs                                                     6,884                  8,060
   Deferred tax asset                                                                      4,572                  4,572
                                                                             --------------------   ---------------------

     Total current assets                                                                249,360                178,929

   Property and equipment, net                                                           431,363                434,840
   Debt issuance costs, net                                                                9,286                 14,366
   Intangible assets, net                                                                424,283                448,354
   Other noncurrent assets                                                                 4,700                  6,393
                                                                             --------------------   ---------------------

     Total assets                                                            $         1,118,992    $         1,082,882
                                                                             ====================   =====================

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
   Accounts payable                                                          $            25,880    $            33,166
   Accrued expenses                                                                       41,188                 37,325
   Payable to Sprint                                                                      26,729                 26,616
   Payable to parent                                                                         475                     --
   Interest payable                                                                        8,423                  5,353
   Deferred revenue                                                                       23,284                 22,742
   Current installments of capital leases                                                    168                    481
                                                                             --------------------   ---------------------

     Total current liabilities                                                           126,147                125,683
                                                                             --------------------   ---------------------

Long term liabilities:
   Capital lease obligations                                                                 777                    812
   Other noncurrent liabilities                                                            6,225                  8,693
   Deferred tax liability                                                                 15,376                 15,379
   Senior secured debt                                                                        --                200,000
   Senior notes                                                                          732,722                464,424
                                                                             --------------------   ---------------------

     Total long term liabilities                                                         755,100                689,308
                                                                             --------------------   ---------------------

     Total liabilities                                                                   881,247                814,991
                                                                             --------------------   ---------------------

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

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 and 100 shares issued and outstanding, respectively                                  --                     --
   Additional paid-in capital                                                          1,007,692              1,015,991
   Accumulated deficit                                                                  (769,862)              (747,425)
   Unearned compensation                                                                     (85)                  (145)
   Accumulated other comprehensive loss, net of tax                                           --                   (530)
                                                                             --------------------   ---------------------

     Total stockholder's equity                                                          237,745                267,891
                                                                             --------------------   ---------------------

     Total liabilities and stockholder's equity                              $         1,118,992    $         1,082,882
                                                                             ====================   =====================


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


                                       3


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



                                                          FOR THE THREE MONTHS ENDED       FOR THE NINE MONTHS ENDED
                                                                 SEPTEMBER 30,                   SEPTEMBER 30,
                                                          ----------------------------   ------------------------------
                                                              2004           2003            2004             2003
                                                          ------------    ------------   -------------    -------------

Revenues:
   Subscriber revenues                                    $   143,623     $   116,665    $   401,938      $   335,239
   Roaming and wholesale revenues                              59,106          41,126        153,964          107,956
                                                          ------------    ------------   -------------    -------------

     Service revenues                                         202,729         157,791        555,902          443,195
   Product sales                                                8,637           8,599         25,483           19,697
                                                          ------------    ------------   -------------    -------------

     Total revenue                                            211,366         166,390        581,385          462,892
                                                          ------------    ------------   -------------    -------------

Costs and expenses:
   Cost of service and operations (excluding non-cash
      compensation of $2 and $4 for the  three months
      ended September 30, 2004 and 2003, respectively,
      and $6 and $12 for the nine months ended September
      30, 2004 and 2003, respectively)                         99,250          83,313        276,528          242,912
   Cost of products sold                                       20,265          14,913         56,427           40,156
   Selling and marketing (excluding non-cash
      compensation of $2 and $4 for the three months
      ended September 30, 2004 and 2003, respectively
      and $6 and $12 for the nine months ended                 40,090          29,801        102,922           84,531
      September 30, 2004 and 2003, respectively)
   General and administrative expenses (excluding non-cash
      compensation of $16 and $37 for the three months
      ended September 30, 2004 and 2003, respectively,
      and $48 and $100 for the nine months ended
      September 30, 2004 and 2003, respectively)                5,648           3,980         16,635           12,117
   Depreciation and amortization                               25,886          28,235         78,793           82,536
   Impairment of property and equipment                           172             291          3,082              685
   Non-cash compensation                                           20              45             60              124
                                                          ------------    ------------   -------------    -------------

     Total costs and expenses                                 191,331         160,578        534,447          463,061
                                                          ------------    ------------   -------------    -------------

     Income (loss) from operations                             20,035           5,812         46,938             (169)
Loss on debt extinguishment                                        --              --        (13,101)              --
Debt exchange expenses                                             --          (2,332)            --           (3,528)
Interest and other income                                         358             186            744              803
Interest expense                                              (19,206)        (26,519)       (56,393)         (79,007)
                                                          ------------    ------------   -------------    -------------

   Income (loss) before income taxes                            1,187         (22,853)       (21,812)         (81,901)
Income tax (expense) benefit                                       --           5,446           (625)          15,694
                                                          ------------    ------------   -------------    -------------

   Net income (loss)                                      $     1,187     $   (17,407)   $   (22,437)     $   (66,207)
                                                          ============    ============   =============    =============


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

                                       4


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



                                                                                         FOR THE NINE MONTHS ENDED
                                                                                               SEPTEMBER 30,
                                                                                    ------------------------------------
                                                                                         2004                 2003
                                                                                    ----------------     ---------------

Cash flows from operating activities:
   Net loss                                                                         $      (22,437)      $      (66,207)
Adjustments to reconcile net loss to net cash provided by
   operating activities:
   Non-cash compensation                                                                        60                  124
   Non-cash interest expense (benefit) on derivative instruments                                 6                 (468)
   Non-cash accretion of asset retirement obligations                                          139                  524
   Provision for bad debts                                                                   7,603               11,100
   Depreciation and amortization of property and equipment                                  54,269               52,486
   Amortization of intangible assets                                                        24,524               30,050
   Amortization of financing costs included in interest expense                                718                3,362
   Amortization of discounted interest                                                          --                  297
   Loss on debt extinguishment                                                              13,101                   --
   Deferred tax benefit                                                                         --              (15,694)
   Interest accreted on discount notes                                                      18,351               26,483
   Impairment of property and equipment                                                      3,082                  685
   Debt exchange expenses                                                                       --                3,528
   (Increase) decrease in:
     Receivables                                                                           (20,318)              (3,950)
     Receivable from/payable to parent                                                         476                  365
     Inventory                                                                                 531                1,390
     Prepaid expenses and other assets                                                       1,834               (1,138)
   Increase (decrease) in:
     Accounts payable and accrued expenses                                                   7,069               (6,765)
                                                                                    ----------------     ---------------

     Net cash provided by operating activities                                              89,008               36,172
                                                                                    ----------------     ---------------

Cash flows from investing activities:
   Proceeds from sale of assets                                                                569                2,496
   Purchases of property and equipment                                                     (63,765)             (31,645)
   Purchase of intangible asset                                                               (453)                  --
   Change in restricted cash                                                                     1               34,724
   Change in short term investments                                                        (50,342)                  --
                                                                                    ----------------     ---------------

     Net cash provided by (used in) investing activities                                  (113,990)               5,575
                                                                                    ----------------     ---------------

Cash flows from financing activities:
   Proceeds from issuance of senior notes                                                  250,000                   --
   Repayments of borrowings under senior secured debt                                     (200,000)                  --
   Debt issuance costs                                                                      (8,206)                  --
   Debt exchange expenses                                                                       --               (3,528)
   Capital distributions                                                                    (8,348)                (173)
   Payments on capital leases                                                                 (415)                (884)
                                                                                    ----------------     ---------------

     Net cash provided by (used in) financing activities                                    33,031               (4,585)
                                                                                    ----------------     ---------------

Net increase in cash and cash equivalents                                                    8,049               37,162
Cash and cash equivalents at beginning of period                                            98,242               60,525
                                                                                    ----------------     ---------------

Cash and cash equivalents at end of period                                          $      106,291       $       97,687
                                                                                    ================     ===============

Supplemental disclosure of non-cash financing and investing activities:
   Asset retirement obligations capitalized                                         $          143       $        1,243
   Capitalized lease obligations incurred                                           $           67       $           73
   Change in accounts payable for purchases of property and equipment               $       (9,532)      $       (7,065)



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

                                       5


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


1.   BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

     The unaudited consolidated balance sheet at September 30, 2004, the
     unaudited consolidated statements of operations for the three months and
     nine months ended September 30, 2004 and 2003, the unaudited consolidated
     statements of cash flows for the nine months ended September 30, 2004 and
     2003 and related footnotes have been prepared in accordance with accounting
     principles generally accepted in the United States of America for interim
     financial information and Article 10 of Regulation S-X. Accordingly, they
     do not include all of the information and footnotes required annually by
     accounting principles generally accepted in the United States of America.
     The financial information presented should be read in conjunction with the
     audited consolidated financial statements as of and for the year ended
     December 31, 2003. In the opinion of management, the interim data includes
     all adjustments (consisting of only normally recurring adjustments)
     necessary for a fair statement of the results for the interim periods.
     Operating results for the three months and nine months ended September 30,
     2004 are not necessarily indicative of results that may be expected for the
     year ending December 31, 2004.

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

2.   ORGANIZATION AND BUSINESS OPERATIONS

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

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

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

3.   LIQUIDITY AND CAPITAL RESOURCES

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


                                       6


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


     While the Company has incurred substantial net losses since inception and
     incurred negative cash flows from operating activities through 2002, the
     Company generated approximately $56 million and $89 million of cash flows
     from operating activities for the year ended December 31, 2003 and the nine
     months ended September 30, 2004, respectively. In November 2003, the
     Company completed a debt exchange that provided for approximately $238
     million of principal debt reduction.

     As of September 30, 2004, the Company had $106 million in cash and cash
     equivalents as well as $50 million in short term investments and believes
     that this cash on hand plus the additional liquidity that it expects to
     generate from operations will be sufficient to fund expected capital
     expenditures and to cover its working capital and debt service requirements
     (including dividends on Alamosa Holdings' preferred stock) for at least the
     next 12 months.

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

4.   STOCK-BASED COMPENSATION

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



                                                FOR THE THREE MONTHS ENDED               FOR THE NINE MONTHS ENDED
                                                      SEPTEMBER 30,                            SEPTEMBER 30,
                                           -------------------------------------    -------------------------------------
                                                 2004                2003                2004                 2003
                                           -----------------    ----------------    ----------------     ----------------

        Net income (loss) - as reported    $         1,187      $       (17,407)    $       (22,437)     $       (66,207)
        Add:  stock-based employee
           compensation included in
           reported net income (loss),
           net of related tax                           20                   45                  60                  124
        Deduct:  stock-based employee
           compensation expense
           determined under fair value
           method for all awards, net of
           related tax effects                      (3,652)                 127              (6,421)              (3,296)
                                           -----------------    ----------------    ----------------     ----------------
        Net loss - pro forma               $        (2,445)     $       (17,235)    $       (28,798)     $       (69,379)
                                           =================    ================    ================     ================


                                       7


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


5.   SHORT TERM INVESTMENTS

     During the first nine months of 2004, the Board of Directors approved a
     change in the Company's investment policy to extend the allowable weighted
     average maturity of investments from the 90 days allowed previously to 270
     days. In connection with this amendment, the Company established a short
     term investment account in the second quarter of 2004 to invest excess
     liquidity and improve earnings on this excess liquidity. The investment
     account is managed by a third party in accordance with the board approved
     investment policy and consists primarily of short term corporate debt
     securities with a Moody's rating of Aa3 or higher or a Standard & Poor's
     rating of AA- or higher. The fair value of the Company's short term
     investments approximates carrying value due to the short term nature of
     these investments.

6.   ACCOUNTS RECEIVABLE

     CUSTOMER ACCOUNTS RECEIVABLE - Customer accounts receivable represents
     amounts owed to the Company by subscribers for PCS service. The amounts
     presented in the consolidated balance sheets are net of an allowance for
     uncollectible accounts of $5.7 million and $6.0 million at September 30,
     2004 and December 31, 2003, respectively.

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



                                               SEPTEMBER 30, 2004         DECEMBER 31, 2003
                                             -----------------------    -----------------------

        Net roaming receivable               $               15,331     $               13,071
        Accrued service revenue                               2,982                      2,584
        Service fee refund                                       --                      6,418
        Other amounts due from Sprint                           218                        874
                                             -----------------------    -----------------------
                                             $               18,531     $               22,947
                                             =======================    =======================



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

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

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

7.   PROPERTY AND EQUIPMENT

     Property and equipment are stated net of accumulated depreciation and
     amortization of $230.9 million and $188.1 million at September 30, 2004 and
     December 31, 2003, respectively.

                                       8


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


8.   ASSET RETIREMENT OBLIGATIONS

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

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

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

     An initial asset retirement obligation of $1,213 was recorded and
     classified in other non-current liabilities and a corresponding increase in
     property and equipment of $1,213 was recorded in the third quarter of 2003
     relating to obligations that existed upon the adoption of SFAS No. 143. The
     Company incurred additional asset retirement obligations during the year
     ended December 31, 2003 and the nine months ended September 30, 2004 of $35
     and $143, respectively, related to new leases entered into. Included in
     costs of services and operations in the Company's statement of operations
     for the year ended December 31, 2003 is a charge of $402 related to the
     cumulative accretion of the asset retirement obligations as of the adoption
     of SFAS No. 143 as well as an additional $163 in accretion recorded for the
     year ended December 31, 2003. Included in depreciation and amortization
     expenses in the Company's statement of operations for the year ended
     December 31, 2003 is a charge of $364 related to the cumulative
     depreciation of the related assets recorded at the time of the adoption of
     SFAS No. 143 as well as an additional $123 in depreciation recorded for the
     year ended December 31, 2003.

     For the nine months ended September 30, 2004, the Company recorded $139 in
     accretion of asset retirement obligations and $96 in depreciation of the
     related assets. For purposes of determining the asset retirement
     obligations, the Company has assigned a 100% probability of enforcement to
     the remediation obligations and has assumed an average settlement period of
     20 years.

9.   INTANGIBLE ASSETS

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

     The value assigned to the Sprint agreements is being amortized using the
     straight-line method over the remaining original terms of the agreements
     that were in place at the time of acquisition or approximately 17.6


                                       9


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


     years. The value assigned to the subscriber bases acquired was being
     amortized using the straight-line method over the estimated life of the
     acquired subscribers, or approximately three years and became fully
     amortized during 2004.

     In September 2004 the Company purchased the rights to additional territory
     from Sprint in connection with an amendment of one of its management
     agreements. The purchase price of $467 consisted of $14 allocated to
     purchased equipment and $453 allocated to the value of the Sprint agreement
     associated with the territory acquired. The intangible asset related to the
     Sprint agreement will be amortized over the remaining original term of the
     Sprint agreement at the time of purchase or approximately 14 years.

     Intangible assets consist of:



                                                       SEPTEMBER 30, 2004          DECEMBER 31, 2003
                                                     ------------------------    -----------------------

        Sprint affiliate and other agreements        $              532,653      $              532,200
        Accumulated amortization                                   (108,370)                    (85,692)
                                                     ------------------------    -----------------------

            Subtotal                                                424,283                     446,508
                                                     ------------------------    -----------------------

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

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

        Intangible assets, net                       $              424,283      $              448,354
                                                     ========================    =======================


     Amortization expense relative to intangible assets was $7,562 and $10,017
     for the three months ended September 30, 2004 and 2003, respectively.
     Amortization expense relative to intangible assets was $24,524 and $30,050
     for the nine months ended September 30, 2004 and 2003, respectively.

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


             YEAR ENDED DECEMBER 31,
             -----------------------

                       2004                $        32,090
                       2005                         30,266
                       2006                         30,266
                       2007                         30,266
                       2008                         30,266
                    Thereafter                     295,653
                                           ----------------
                                           $       448,807
                                           ================

                                       10


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


10.  LONG-TERM DEBT

     Long-term debt consists of the following:



                                                                  SEPTEMBER 30, 2004       DECEMBER 31, 2003
                                                                 ---------------------    ---------------------

              SENIOR NOTES:
                  12 7/8% Senior Discount Notes, net of discount $             6,101      $             5,556
                  12% Senior Discount Notes, net of discount                 211,801                  193,995
                  12 1/2% Senior Notes                                        11,600                   11,600
                  13 5/8% Senior Notes                                         2,325                    2,475
                  11% Senior Notes                                           250,895                  250,798
                  8 1/2% Senior Notes                                        250,000                       --
                                                                 ---------------------    ---------------------

              Total Senior Notes                                             732,722                  464,424

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

              TOTAL DEBT                                                     732,722                  664,424
              Less current maturities                                             --                       --
                                                                 ---------------------    ---------------------

              LONG TERM DEBT, EXCLUDING CURRENT MATURITIES       $           732,722      $           664,424
                                                                 =====================    =====================


     SENIOR NOTES

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

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

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

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

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

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

                                       11


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


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

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

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

     The weighted average interest rate on the outstanding borrowings under this
     facility at December 31, 2003 was 4.69%. Alamosa Holdings, LLC was also
     required to pay quarterly in arrears a commitment fee on the unfunded
     portion of the commitment of each lender. The Company entered into
     derivative hedging instruments to hedge a portion of the interest rate risk
     associated with borrowings under the Senior Secured Credit Facility, as
     discussed in Note 12.

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

11.  INCOME TAXES

     The Company's effective income tax rate is based on annual income (loss),
     statutory tax rates, tax planning opportunities, expected future taxable
     income, and expected reversals of taxable temporary differences. The annual
     rate is then applied to the Company's quarterly operating results. The
     income tax benefit in 2003 was recognized based on an assessment of the
     combined expected future taxable income of the Company and expected
     reversals of the temporary differences from acquisitions completed in 2001.
     In addition, the Company establishes a valuation allowance for the deferred
     tax asset when it is more likely than not that the deferred tax asset will
     not be realized. Due to the Company's limited operating history and lack of
     positive taxable earnings, a valuation allowance was established during
     2003 as deferred tax assets were expected to exceed deferred tax
     liabilities. The establishment of this valuation allowance in the nine
     months ended September 30, 2003 resulted in an effective tax rate of 19.2
     percent. For the nine months ended September 30, 2004, the expected tax
     benefit related to net operating losses generated was fully offset by an
     increase in the valuation allowance. The effective tax rate for the nine
     months ended September 30, 2004 is negative 2.9 percent, due to the fact
     that the Company has estimated that it will have a current alternative
     minimum tax ("AMT") liability for the year ending December 31, 2004.

12.  HEDGING ACTIVITIES AND COMPREHENSIVE INCOME

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

                                       12


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


     until the hedged item is recognized in earnings.

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

     During the nine month period ended September 30, 2003, the Company
     recognized a gain of $707 (net of income tax expense of $439) in other
     comprehensive income related to the change in fair values of derivative
     instruments.

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



                                                FOR THE THREE MONTHS ENDED               FOR THE NINE MONTHS ENDED
                                                      SEPTEMBER 30,                            SEPTEMBER 30,
                                           -------------------------------------    -------------------------------------
                                                2004                 2003                2004                 2003
                                           ----------------    -----------------    ----------------    -----------------

        Net income (loss)                  $         1,187     $       (17,407)     $       (22,437)    $       (66,207)
        Change in fair values of
           derivative instruments,
           net of income tax expense
           (benefit) of $0, $244, $0
           and $439, respectively                       --                 226                   --                 707
                                           ----------------    -----------------    ----------------    -----------------

        Comprehensive income (loss)        $         1,187     $       (17,181)     $       (22,437)    $       (65,500)
                                           ================    =================    ================    =================


13.  SPRINT AGREEMENTS

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

     In 2003, the Company executed amendments to its affiliation agreements with
     Sprint. The amendments, among other things, established fixed per
     subscriber costs for services that the Company purchases from Sprint
     through December 31, 2006 in the form of two new fees. The amendments
     created a new combined service bureau fee, which consolidates numerous fees
     that were previously settled separately, for back office services such as
     billing and customer care. The combined service bureau fee was initially
     set at $7.70 per average subscriber per month through December 31, 2006 and
     will be recorded in costs of services and operations in the consolidated
     statement of operations. The amendments also created a new per-activation
     fee, which consolidates numerous fees that were previously settled
     separately, for marketing services, such as subscriber activation and
     handset logistics. The per-activation fee was initially calculated as a
     percentage of certain of Sprint PCS' selling and marketing expenses and was
     to be applied to the actual number of gross subscriber activations the
     Company experiences on a monthly basis through December 31, 2006. The
     per-activation fee will be recorded in selling and marketing expenses in
     the consolidated statement of operations. In March 2004, the Company
     exercised its

                                       13


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


     rights under a most favored nations clause in the Sprint agreements to
     implement the terms of an agreement entered into between Sprint and another
     PCS Affiliate of Sprint. As a result, the Company entered into new
     amendments that increased the per-activation fee and decreased the price to
     the Company on purchases of handsets and accessories. Additionally, the
     March 2004 amendments increased the reciprocal roaming rate for data
     services from $0.0014 per Kb to $0.0020 per Kb and extended the fixed
     reciprocal rates for voice and data roaming through December 31, 2006. In
     June 2004, the Company further amended its agreements with Sprint to (1)
     reduce the combined service bureau fee from $7.70 to $7.00 per average
     subscriber per month and (2) change the per-activation fee from a
     percentage of certain of Sprint PCS' selling and marketing expenses to a
     fixed rate of $23.00 per activation.

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

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



                                                FOR THE THREE MONTHS ENDED               FOR THE NINE MONTHS ENDED
                                                      SEPTEMBER 30,                            SEPTEMBER 30,
                                           -------------------------------------    -------------------------------------
                                                2004                 2003                2004                 2003
                                           ----------------    -----------------    ----------------    -----------------

        Cost of service and other
           operations                      $        72,445     $        61,229      $       201,591     $       169,943
        Cost of products sold                       20,265              14,913               56,427              40,156
        Selling and marketing                       16,858              11,199               38,067              36,155
                                           ----------------    -----------------    ----------------    -----------------

           Total                           $       109,568     $        87,341      $       296,085     $       246,254
                                           ================    =================    ================    =================



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

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


14.  COMMITMENTS AND CONTINGENCIES

     ALAMOSA HOLDINGS PREFERRED STOCK DIVIDENDS - In November 2003, Alamosa
     Holdings issued shares of Series B Convertible Preferred Stock. Holders of
     the Series B Preferred Stock are entitled to receive cumulative dividends
     at an annual rate of 7 1/2% of the $250 per share liquidation preference.
     Dividends are payable quarterly in arrears on the last calendar day of each
     January, April, July and October. Until July 31,

                                       14


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


     2008, Alamosa Holdings has the option to pay dividends in (1) cash, (2)
     shares of Alamosa Holdings Series C Preferred Stock, (3) shares of Alamosa
     Holdings common stock or (4) a combination thereof. After July 31, 2008,
     all dividends are payable in cash only. Alamosa Holdings is a holding
     company that generates no revenues. Accordingly, the source of any cash
     dividends paid on the Series B Convertible Preferred Stock is related to
     capital distributions from the Company to Alamosa Holdings. During the nine
     months ended September 30, 2004, the Company paid $8,348 in capital
     distributions to Alamosa Holdings for the purpose of funding Alamosa
     Holdings' cash dividend payments on its Series B Convertible Preferred
     Stock. As of September 30, 2004, Alamosa Holdings has 479,849 shares of
     Series B Convertible Preferred Stock issued and outstanding. Any future
     cash dividends paid on the Series B Convertible Preferred Stock by Alamosa
     Holdings will result in additional capital distributions from the Company
     to Alamosa Holdings.

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

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

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

     The Company believes that Alamosa Holdings and the other defendants have
     meritorious defenses to these claims and intend to vigorously defend these
     actions. No discovery has been taken at this time, and the ultimate


                                       15


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


     outcome is not currently predictable. There can be no assurance that the
     litigation will be resolved in the defendants' favor and an adverse
     resolution could adversely affect the Company's financial condition.

     On July 8 and 15, 2004, two shareholder derivative suits, each asserting
     identical allegations, were filed in State District Court in Dallas County,
     Texas on behalf of Alamosa Holdings against certain of its officers and
     directors: David E. Sharbutt, the Company's Chairman and Chief Executive
     Officer, Kendall W. Cowan, the Company's Chief Financial Officer, as well
     as other current and former members of Alamosa Holdings' board of
     directors, including Scotty Hart, Michael V. Roberts, Ray M. Clapp, Jr.,
     Schuyler B. Marshall, Thomas F. Riley, Jr. Steven C. Roberts, Jimmy R.
     White, Thomas B. Hyde and Tom M. Phelps. The suits also name Alamosa
     Holdings as a nominal defendant. On August 27, 2004, the lawsuits were
     consolidated into one action pending in State District Court in Dallas
     County, Texas. Based on allegations substantially similar to the federal
     shareholder action, the suits assert claims for defendants' alleged
     violations of state law, including breaches of fiduciary duty, abuse of
     control, gross mismanagement, waste of corporate assets and unjust
     enrichment that allegedly occurred between January 2001 and June 2002. The
     suits seek recovery of damages, fees, costs, equitable and/or injunctive
     remedies, and disgorgement of all profits, benefits and other compensation.

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

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

15.  GUARANTOR FINANCIAL STATEMENTS

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

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


                                       16


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

                           CONSOLIDATING BALANCE SHEET
                            AS OF SEPTEMBER 30, 2004




                                                                   Guarantor      Non-Guarantor
                                                 Issuer         Subsidiaries       Subsidiary         Eliminations     Consolidated
                                               -------------    --------------    -------------       -------------    ------------

ASSETS
Current Assets:
   Cash and cash equivalents                   $     6,680      $     99,588      $         23        $         --     $   106,291
   Short term investments                           50,342                --                --                  --          50,342
   Customer accounts receivable, net                    --            45,164                --                  --          45,164
   Receivable from Sprint                               --            18,531                --                  --          18,531
   Intercompany receivable                          21,063                --               394             (21,457)             --
   Inventory                                            --             6,778                --                  --           6,778
   Investment in subsidiary                        892,228                --                --            (892,228)             --
   Prepaid expenses and other assets                    --            10,798                --                  --          10,798
   Deferred customer acquisition costs                  --             6,884                --                  --           6,884
   Deferred tax asset                                   --             4,572                --                  --           4,572
                                               -------------    --------------    -------------       -------------    ------------
       Total current assets                        970,313           192,315               417            (913,685)        249,360

Property and equipment, net                             --           431,363                --                  --         431,363
Debt issuance costs, net                             9,286                --                --                  --           9,286
Intangible assets, net                                  --           424,283                --                  --         424,283
Other noncurrent assets                                 --             4,700                --                  --           4,700
                                               -------------    --------------    -------------       -------------    ------------
       Total assets                            $   979,599      $  1,052,661      $        417        $   (913,685)    $ 1,118,992
                                               =============    ==============    =============       =============    ============

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
   Accounts payable                            $        --      $     25,880      $         --        $         --     $    25,880
   Accrued expenses                                    234            40,954                --                  --          41,188
   Payable to Sprint                                    --            26,729                --                  --          26,729
   Payable to parent                                   475                --                --                  --             475
   Interest payable                                  8,423                --                --                  --           8,423
   Deferred revenue                                     --            23,284                --                  --          23,284
   Intercompany payable                                 --            21,457                --             (21,457)             --
   Current installments of capital leases               --               168                --                  --             168
                                               -------------    --------------    -------------       -------------    ------------
       Total current liabilities                     9,132           138,472                --             (21,457)        126,147

Capital lease obligations                               --               777                --                  --             777
Other noncurrent liabilities                            --             6,225                --                  --           6,225
Deferred tax liability                                  --            15,376                --                  --          15,376
Senior notes                                       732,722                --                --                  --         732,722
                                               -------------    --------------    -------------       -------------    ------------
       Total liabilities                           741,854           160,850                --             (21,457)        881,247
                                               -------------    --------------    -------------       -------------    ------------

Stockholder's Equity:
   Preferred stock                                      --                --                --                  --              --
   Common stock                                         --                --                --                  --              --
   Additional paid-in capital                    1,007,692                --                --                  --       1,007,692
   LLC member's equity                                  --           891,811               417            (892,228)             --
   Accumulated deficit                            (769,862)               --                --                  --        (769,862)
   Unearned compensation                               (85)               --                --                  --             (85)
                                                                                                                       ------------
                                               -------------    --------------    -------------       -------------
       Total stockholder's equity                  237,745           891,811               417            (892,228)        237,745
                                               -------------    --------------    -------------       -------------    ------------
       Total liabilities and
          stockholder's equity                 $   979,599      $  1,052,661      $        417        $   (913,685)    $ 1,118,992
                                               =============    ==============    =============       =============    ============



                                       17


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

                           CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 2003




                                                                   Guarantor      Non-Guarantor
                                                 Issuer         Subsidiaries       Subsidiary         Eliminations     Consolidated
                                               -------------    --------------    -------------       -------------    ------------

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

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

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

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

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


                                       18


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

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



                                                                 Guarantor       Non-Guarantor
                                                  Issuer        Subsidiaries      Subsidiary       Eliminations    Consolidated
                                               --------------   -------------    -------------     ------------    -------------

Revenues:
       Subscriber revenues                     $         --     $   143,623      $         --      $        --     $   143,623
       Roaming and wholesale revenues                    --          59,106                --               --          59,106
                                               --------------   -------------    -------------     ------------    -------------

         Service revenues                                --         202,729                --               --         202,729
       Product sales                                     --           8,637                --               --           8,637
                                               --------------   -------------    -------------     ------------    -------------
         Total revenues                                  --         211,366                --               --         211,366

Costs and expenses:
       Cost of services and operations                   --          99,250                --               --          99,250
       Cost of products sold                             --          20,265                --               --          20,265
       Selling and marketing                             --          40,090                --               --          40,090
       General and administrative expenses                1           5,647                --               --           5,648
       Depreciation and amortization                     --          25,886                --               --          25,886
       Impairment   of  property   and                   --             172                --               --             172
          equipment
       Non-cash compensation                             --              20                --               --              20
                                               --------------   -------------    -------------     ------------    -------------
         Income (loss) from operations                   (1)         20,036                --               --          20,035
Equity in earnings of subsidiaries                   20,132              --                --          (20,132)             --
Interest and other income                               234             124                --               --             358
Interest expense                                    (19,178)            (28)               --               --          (19,206)
                                               --------------   -------------    -------------     ------------    -------------

       Income before income taxes                     1,187          20,132                --          (20,132)           1,187
Income taxes                                             --              --                --               --              --
                                               --------------   -------------    -------------     ------------    -------------

       Net income                              $      1,187     $    20,132      $         --      $   (20,132)    $      1,187
                                               ==============   =============    =============     ============    =============


                                       19


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

                      CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003



                                                                  Guarantor      Non-Guarantor
                                                  Issuer        Subsidiaries       Subsidiary      Eliminations     Consolidated
                                               ------------     ------------      ------------     ------------     ------------

Revenues:
       Subscriber revenues                     $         --     $    116,665      $         --     $         --     $    116,665
       Roaming and wholesale revenues                    --           41,126                --               --           41,126
                                               ------------     ------------      ------------     ------------     ------------

         Service revenues                                --          157,791                --               --          157,791
       Product sales                                     --            8,599                --               --            8,599
                                               ------------     ------------      ------------     ------------     ------------
         Total revenue                                   --          166,390                --               --          166,390

Costs and expenses:
       Cost of services and operations                   --           83,313                --               --           83,313
       Cost of products sold                             --           14,913                --               --           14,913
       Selling and marketing                             --           29,801                --               --           29,801
       General and administrative expenses              334            3,646                --               --            3,980
       Depreciation and amortization                     --           28,235                --               --           28,235
       Impairment of property and equipment              --              291                --               --              291
       Non-cash compensation                             --               45                --               --               45
                                               ------------     ------------      ------------     ------------     ------------
         Income (loss) from operations                 (334)           6,146                --               --            5,812
Equity in earnings of subsidiaries                    5,439               --                --           (5,439)              --
Debt exchange expenses                                   --           (2,332)               --               --           (2,332)
Interest and other income                               128               58                --               --              186
Interest expense                                    (22,640)          (3,879)               --               --          (26,519)
                                               -------------    -------------     ------------     ------------     -------------

       Loss before income tax benefit               (17,407)              (7)               --           (5,439)         (22,853)
Income tax benefit                                       --            5,446                --               --            5,446
                                               ------------     ------------      ------------     ------------     ------------

       Net income (loss)                       $    (17,407)    $      5,439      $         --     $     (5,439)    $    (17,407)
                                               ============     ============      ============     =============    ============


                                       20


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


                      CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004



                                                                 Guarantor        Non-Guarantor
                                                  Issuer        Subsidiaries       Subsidiary      Eliminations    Consolidated
                                               --------------   -------------     -------------    ------------    -------------

Revenues:
       Subscriber revenues                     $        --      $   401,938       $         --     $        --     $   401,938
       Roaming and wholesale revenues                   --          153,964                 --              --         153,964
                                               --------------   -------------     -------------    ------------    -------------

         Service revenues                               --          555,902                 --              --         555,902
       Product sales                                    --           25,483                 --              --          25,483
                                               --------------   -------------     -------------    ------------    -------------
         Total revenues                                 --          581,385                 --              --         581,385

Costs and expenses:
       Cost of services and operations                  --          276,528                 --              --         276,528
       Cost of products sold                            --           56,427                 --              --          56,427
       Selling and marketing                            --          102,922                 --              --         102,922
       General and administrative expenses             665           15,970                 --              --          16,635
       Depreciation and amortization                    --           78,793                 --              --          78,793
       Impairment of property and equipment             --            3,082                 --              --           3,082
       Non-cash compensation                            --               60                 --              --              60
                                               --------------   -------------     -------------    ------------    -------------
         Income (loss) from operations                (665)          47,603                 --              --          46,938
Equity in earnings of subsidiaries                  34,152               --                 --         (34,152)             --
Loss on debt extinguishment                             --          (13,101)                --              --         (13,101)
Interest and other income                              461              283                 --              --             744
Interest expense                                   (55,760)            (633)                --              --          (56,393)
                                               --------------   -------------     -------------    ------------    -------------

       Income (loss) before income taxes           (21,812)          34,152                 --         (34,152)         (21,812)
Income taxes                                          (625)              --                 --              --            (625)
                                               --------------   -------------     -------------    ------------    -------------

       Net income (loss)                       $   (22,437)     $    34,152       $         --     $   (34,152)    $    (22,437)
                                               ==============   =============     =============    ============    =============



                                       21


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

                      CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003



                                                                   Guarantor        Non-Guarantor
                                                   Issuer         Subsidiaries       Subsidiary      Eliminations     Consolidated
                                               ---------------   ---------------    -------------    --------------  ---------------

Revenues:
       Subscriber revenues                     $        --       $       335,239     $         --      $        --     $    335,239
       Roaming and wholesale revenues                   --               107,956               --               --          107,956
                                               ------------      ---------------     ------------      -----------     ------------

         Service revenues                               --               443,195               --               --          443,195
       Product sales                                    --                19,697               --               --           19,697
                                               ------------      ---------------     ------------      -----------     ------------
         Total revenue                                  --               462,892               --               --          462,892

Costs and expenses:
       Cost of services and operations                  --               242,912               --               --          242,912
       Cost of products sold                            --                40,156               --               --           40,156
       Selling and marketing                            --                84,531               --               --           84,531
       General and administrative expenses             832                11,285               --               --           12,117
       Depreciation and amortization                    --                82,536               --               --           82,536
       Impairment of property and equipment             --                   685               --               --              685
       Non-cash compensation                            --                   124               --               --              124
                                               -----------       ---------------     ------------      -----------     ------------
         Income (loss) from operations                (832)                  663               --               --             (169)
Equity in earnings of subsidiaries                   1,128                    --               --           (1,128)              --
Debt exchange expenses                                  --                (3,528)              --               --           (3,528)
Interest and other income                              567                   236               --               --              803
Interest expense                                   (67,070)              (11,937)              --               --          (79,007)
                                               -----------       ----------------    ------------      -----------     ------------

       Loss before income tax benefit              (66,207)              (14,566)              --           (1,128)         (81,901)
Income tax benefit                                      --                15,694               --               --           15,694
                                               -----------       ---------------     ------------      -----------     ------------

       Net income (loss)                       $   (66,207)      $         1,128     $         --      $    (1,128)    $    (66,207)
                                               ===========       ===============     ============      ============    ============



                                       22


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

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004




                                                           Guarantor     Non-Guarantor
                                            Issuer        Subsidiaries    Subsidiary    Eliminations  Consolidated
                                           -----------    -----------     ----------    ----------    ------------

Cash flows from operating activities:
Net income (loss)                          $ (22,437)     $  34,152       $      --     $(34,152)     $   (22,437)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
  Equity in earnings of subsidiaries         (34,152)            --              --        34,152              --
  Non-cash compensation expense                   --             60              --           --               60
  Non-cash interest expense on
    derivative instruments                        --              6              --           --                6
  Non-cash accretion of asset
    retirement obligation                         --            139              --           --              139
  Provision for bad debts                         --          7,603              --           --            7,603
  Depreciation and amortization of
    property and equipment                        --         54,269              --           --           54,269
  Amortization of intangible assets               --         24,524              --           --           24,524
  Amortization of financing costs
    included in interest expense                 634             84             --            --              718
  Loss on debt extinguishment                     --         13,101              --           --           13,101
  Interest accreted on discount notes         18,351             --              --           --           18,351
  Impairment of property and equipment            --          3,082              --           --            3,082
  (Increase) decrease in:
     Receivables                                  --        (20,318)             --           --          (20,318)
     Receivable from/payable to parent           476             --              --           --              476
     Inventory                                    --            531              --           --              531
     Prepaid expenses and other assets           194          1,640              --           --            1,834
  Increase (decrease) in:
     Accounts payable and accrued expenses     3,837          3,232              --           --            7,069
                                           -----------    -----------     ----------    ----------    ------------

     Net cash provided by (used in)
       operating activities                  (33,097)       122,105              --           --           89,008
                                           -----------    -----------     ----------    ----------    ------------
Cash flows from investing activities:
  Proceeds from sale of assets                    --            569              --           --              569
  Purchases of property and equipment             --        (63,765)             --           --          (63,765)
  Purchases of intangible assets                  --           (453)             --           --             (453)
  Investment in subsidiary                  (198,612)       198,612              --           --               --
  Change in restricted cash                        1             --              --           --                1
  Change in short term investments           (50,342)            --              --           --          (50,342)
  Change in intercompany balances             27,742        (27,742)             --           --               --
                                           -----------    -----------     ----------    ----------    ------------

     Net cash provided by (used in)
       investing activities                 (221,211)       107,221              --           --         (113,990)
                                           -----------    -----------     ----------    ----------    ------------

Cash flows from financing activities:
  Issuance of senior notes                   250,000             --              --           --          250,000
  Repayment of secured debt                       --       (200,000)             --           --         (200,000)
  Debt issuance costs                         (8,206)            --              --           --           (8,206)
  Capital distribution to parent              (8,348)            --              --           --           (8,348)
  Payments on capital leases                      --           (415)             --           --             (415)
                                           -----------    -----------     ----------    ----------    ------------

     Net cash provided by (used in)
       financing activities                  233,446       (200,415)             --           --           33,031
                                           -----------    -----------     ----------    ----------    ------------

     Net increase (decrease) in cash
       and cash equivalents                  (20,862)        28,911              --           --            8,049
Cash and cash equivalents at
  beginning of period                         27,542         70,677              23           --           98,242
                                           -----------    -----------     ----------    ----------    ------------
Cash and cash equivalents at end of
period                                     $   6,680      $  99,588       $      23     $     --      $   106,291
                                           ===========    ===========     ==========    ==========    ============



                                       23


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

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003



                                                                         Guarantor      Non-Guarantor
                                                        Issuer          Subsidiaries     Subsidiary     Eliminations    Consolidated
                                                    --------------    ---------------  -------------  ---------------  -------------

Cash flows from operating activities:
Net income (loss)                                   $    (66,207)     $     1,128      $        --     $    (1,128)    $    (66,207)
Adjustments to reconcile net loss to net
   cash provided by (used in) operating
   activities:
   Equity in earnings of subsidiaries                     (1,128)              --               --            1,128              --
   Non-cash compensation expense                              --              124               --              --              124
   Non-cash interest benefit on
     derivative instruments                                   --             (468)              --              --             (468)
   Non-cash accretion of asset
     retirement obligation                                    --              524               --              --              524
   Provision for bad debts                                    --           11,100               --              --           11,100
   Depreciation and amortization of property
     and equipment                                            --           52,486               --              --           52,486
   Amortization of intangibles assets                         --           30,050               --              --           30,050
   Amortization of financing costs included in
     interest expense                                      1,524            1,838               --              --            3,362
   Amortization of discounted interest                       297               --               --              --              297
   Deferred tax benefit                                       --          (15,694)              --              --          (15,694)
   Interest accreted on discount notes                    26,483               --               --              --           26,483
   Impairment of property and equipment                       --              685               --              --              685
   Debt exchange expenses                                     --            3,528               --              --            3,528
   (Increase) decrease in:
      Receivables                                            973           (4,923)              --              --           (3,950)
      Receivable from/payable to parent                      365               --               --              --              365
      Inventory                                               --            1,390               --              --            1,390
      Prepaid expenses and other assets                     (406)            (732)              --              --           (1,138)
   Increase (decrease) in:
      Accounts payable and accrued expenses              (12,853)           6,088               --              --           (6,765)
                                                    -------------     -----------      -----------     -----------     ------------

      Net cash  provided by (used in)
        operating activities                             (50,952)          87,124               --              --           36,172
                                                    ------------      -----------      -----------     -----------     ------------

Cash flows from investing activities:
   Proceeds from sale of assets                               --            2,496               --              --            2,496
   Purchases of property and equipment                        --          (31,645)              --              --          (31,645)
   Change in restricted cash                              34,724               --               --              --           34,724
   Change in intercompany balances                        26,061          (26,061)              --              --               --
                                                    ------------      -----------      -----------     -----------     ------------

      Net cash provided by (used in)
        investing activities                              60,785          (55,210)              --              --            5,575
                                                    ------------      -----------      -----------     -----------     ------------
Cash flows from financing activities:
   Debt exchange expenses                                     --           (3,528)              --              --           (3,528)
   Capital distribution to parent                           (173)              --               --              --             (173)
   Payments on capital leases                                 --             (884)              --              --             (884)
                                                    ------------      ------------     -----------     -----------     -------------

      Net cash used in financing activities                 (173)          (4,412)              --              --           (4,585)
                                                    -------------     -----------      -----------     -----------     -------------

      Net increase in cash and cash equivalents            9,660           27,502               --              --           37,162
Cash and cash equivalents at beginning of period          17,821           42,681               23              --           60,525
                                                    ------------      -----------      -----------     -----------     ------------

Cash and cash equivalents at end of period          $     27,481      $    70,183      $        23     $        --     $     97,687
                                                    ============      ===========      ===========     ===========     ============



                                       24


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

FORWARD-LOOKING STATEMENTS

     This quarterly report on Form 10-Q includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which can be identified by the use of
forward-looking terminology such as "may," "might," "could," "would," "believe,"
"expect," "intend," "plan," "seek," "anticipate," "estimate," "project" or
"continue" or the negative thereof or other variations thereon or comparable
terminology. All statements other than statements of historical fact included in
this quarterly report on Form 10-Q regarding our financial position and
liquidity may be deemed to be forward-looking statements. These forward-looking
statements include:

     o   forecasts of population growth in our territory;

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

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

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

     o   our dependence on our affiliation with Sprint;

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

     o   our anticipation of future losses;

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

     o   inaccuracies in financial information provided by Sprint;

     o   potential fluctuations in our operating results;

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

     o   changes or advances in technology;

     o   the ability to leverage third generation products and services;

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

     o   subscriber credit quality;

     o   our ability to attract and retain skilled personnel;

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


                                       25


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

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

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

     o   changes in government regulation;

     o   future acquisitions;

     o   general economic and business conditions; and

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

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

DEFINITIONS OF OPERATING METRICS

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

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

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

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

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

GENERAL

     As a PCS Affiliate of Sprint, we have the exclusive right to provide
wireless mobility communications services under the Sprint brand name in our
licensed territory. We own and are responsible for building, operating and
managing the portion of the PCS network of Sprint located in our territory. We
offer national plans designed by Sprint as well as local plans tailored to our
market demographics. Our portion of the PCS network of Sprint is designed to
offer a seamless connection with the 100% digital PCS nationwide wireless
network of Sprint. We market Sprint PCS products and services through a number
of distribution outlets located in our territory, including our own retail
stores, major national distributors and local third party distributors. At
September 30, 2004, we had total licensed POPs of over 15.8 million, covered
POPs of approximately 12.3 million and total subscribers of approximately
866,000.

                                       26


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

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

CRITICAL ACCOUNTING POLICIES

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

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

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

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

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

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

                                       27


and goodwill. Identifiable intangibles consisted of the Sprint agreements and
the respective subscriber bases in place at the time of acquisition. The
intangible assets related to the Sprint agreements are being amortized on a
straight line basis over the remaining original term of the underlying Sprint
agreements or approximately 17.6 years. The subscriber base intangible asset was
amortized on a straight line basis over the estimated life of the acquired
subscribers or approximately 3 years. The subscriber base intangible asset
became fully amortized in the first quarter of 2004. We purchased the rights to
additional territory from Sprint in September 2004 which resulted in the
recognition of an intangible asset related to the rights under the Sprint
agreement. This intangible asset is being amortized over the remaining original
term of the related Sprint agreement or approximately 14 years.

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

     LONG-LIVED ASSET RECOVERY - Long-lived assets, consisting primarily of
property, equipment and finite-lived intangibles, comprised approximately 75
percent of our total assets at September 30, 2004. Changes in technology or in
our intended use of these assets may cause the estimated period of use or the
value of these assets to change. In addition, changes in general industry
conditions could cause the value of certain of these assets to change. We
monitor the appropriateness of the estimated useful lives of these assets.
Whenever events or changes in circumstances indicate that the carrying amounts
of these assets may not be recoverable, we review the respective assets for
impairment. The impairment of goodwill recorded in 2002 and the trends in the
wireless telecommunications industry that drove our decision to launch a debt
exchange offer in September 2003 were deemed to be "triggering events" requiring
impairment testing of our other long-lived assets under SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." In performing
this test, assets are grouped according to identifiable cash flow streams and
the undiscounted cash flow over the life of the asset group is compared to the
carrying value of the asset group. We have determined that we have one asset
grouping related to cash flows generated by our subscriber base, which includes
all of our assets. The life of this asset group for purposes of these impairment
tests was assumed to be ten years. No impairment was indicated as a result of
these tests. Estimates and assumptions used in both estimating the useful life
and evaluating potential impairment issues require a significant amount of
judgment.

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

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

                                       28


     RELIANCE ON THE TIMELINESS AND ACCURACY OF DATA RECEIVED FROM SPRINT - We
place significant reliance on Sprint as a service provider in terms of the
timeliness and accuracy of financial and statistical data related to customers
based in our service territory that we receive on a periodic basis from Sprint.
We make significant estimates in terms of revenue, cost of service, selling and
marketing costs and the adequacy of our allowance for uncollectible accounts
based on this data we receive from Sprint. We obtain assurance as to the
accuracy of this data through analytic review and reliance on the service
auditor report on Sprint's internal control processes prepared by Sprint's
external service auditor. Inaccurate or incomplete data from Sprint could have a
material adverse effect on our results of operations and cash flow.

CONSOLIDATED RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2004 COMPARED TO THE
THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003

     SUBSCRIBER GROWTH AND KEY PERFORMANCE INDICATORS - We had total subscribers
of approximately 866,000 at September 30, 2004 compared to approximately 693,000
at September 30, 2003. This growth of approximately 173,000 subscribers or 25
percent year over year compares to 17 percent growth from September 30, 2002 to
September 30, 2003.

     Average monthly churn for the third quarter of 2004 was approximately 2.4
percent compared to approximately 2.9 percent for the third quarter of 2003.
This level of churn in the third quarter of 2004 was slightly higher than that
in the second quarter of 2004 when we experienced average monthly churn of 2.1
percent. Increases in churn negatively impact our operations as we incur
significant up front costs in acquiring customers.

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

     Subscriber revenue consists of payments received from our subscribers for
monthly service under their service plans. Subscriber revenue also includes
amortization of deferred activation fees and charges for the use of various
features including PCS Vision, the wireless web and voice activated dialing.
Subscriber revenues were $143,623 for the quarter ended September 30, 2004
compared to $116,665 for the quarter ended September 30, 2003. This increase of
23 percent was primarily due to the 25 percent increase in our subscriber base
discussed above. Subscriber revenues were $401,938 for the nine months ended
September 30, 2004 compared to $335,239 for the nine months ended September 30,
2003. This increase of 20 percent was also primarily due to the increase in the
subscriber base discussed above. Base ARPU (which does not include roaming
revenue) remained consistent in the third quarter of 2004 at $57 compared to $57
in the third quarter of 2003. Base ARPU in the first nine months of 2004 was $56
which was consistent with base ARPU of $56 in the first nine months of 2003.

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

     Roaming revenue was $49,475 for the quarter ended September 30, 2004
compared to $40,128 for the quarter ended September 30, 2003. This increase of
23 percent was primarily due to a 29 percent increase in inbound roaming minutes
to 604 million for the quarter ended September 30, 2004 compared to 468 million
for the quarter ended September 30, 2003. Roaming revenue was $135,887 for the
nine months ended September 30, 2004 compared to $105,523 for the nine months
ended September 30, 2003. This increase of 29 percent was primarily due to a 37
percent increase in inbound roaming minutes to 1,654 million for the nine months
ended September 30, 2004 compared to 1,203 million for the nine months ended
September 30, 2003. The percentage increase in revenue in both the three and
nine month periods ended September 30, 2004 was less than the respective
percentage increases in minutes due to declining rates from carriers other than
Sprint. We have a reciprocal roaming rate arrangement with Sprint pursuant to
which per-minute charges for inbound and outbound roaming related to Sprint
subscribers are identical. This rate has been 5.8 cents per minute since January
1, 2003. The November 2003 amendments to our affiliation agreements with Sprint
(as amended in March 2004) that became effective on December 1, 2003 after the
completion of our debt exchange, fixed our reciprocal roaming rate with Sprint
at 5.8 cents per minute until December 31, 2006. We are currently a net receiver
of roaming with Sprint, meaning that the minute volume from other Sprint
subscribers roaming onto our network is

                                       29


greater than the minute volume from our subscribers roaming onto other portions
of the PCS network of Sprint. The ratio of inbound to outbound Sprint roaming
minutes was 1.1 to 1 for the nine months ended September 30, 2004. We have
experienced a significant increase in the volume of inbound roaming traffic from
PCS providers other than Sprint. This traffic is settled at rates separately
negotiated by Sprint on our behalf with the other PCS providers and has declined
in some cases during 2004 compared to 2003.

     Wholesale revenue was $9,631 for the quarter ended September 30, 2004
compared to $998 for the quarter ended September 30, 2003. This increase of 865
percent was due to the addition of revenue related to subscribers of another PCS
carrier with whom Sprint entered into an agreement to allow those subscribers to
use the PCS network of Sprint on a wholesale basis. As a result, all minutes of
use for those subscribers in their home areas as well as when roaming are on the
PCS network of Sprint. Wholesale revenue was $18,077 for the nine months ended
September 30, 2004 compared to $2,433 for the nine months ended September 30,
2003. This increase of 643 percent was also due to the addition of wholesale
subscribers discussed above.

     PRODUCT SALES AND COST OF PRODUCTS SOLD - We record revenue from the sale
of handsets and accessories, net of an allowance for returns, as product sales.
Product sales revenue and cost of products sold are recorded for all products
that are sold through our retail stores as well as those sold to our local
indirect agents. The cost of handsets sold generally exceeds the retail sales
price as we subsidize the price of handsets for competitive reasons. Sprint's
handset return policy allows customers to return their handsets for a full
refund within 14 days of purchase. When handsets are returned to us, we may be
able to reissue the handsets to customers at little additional cost to us.
However, when handsets are returned to Sprint for refurbishing, we may receive a
credit from Sprint, which is less than the amount we originally paid for the
handset.

     Product sales revenue for the third quarter of 2004 was $8,637 compared to
$8,599 for the third quarter of 2003. Cost of products sold for the third
quarter of 2004 was $20,265 compared to $14,913 for the third quarter of 2003.
As such, the subsidy on handsets sold through our retail and local indirect
channels was $11,628 in the third quarter of 2004 and $6,314 in the third
quarter of 2003. Product sales revenue for the first nine months of 2004 was
$25,483 compared to $19,697 for the first nine months of 2003. Cost of products
sold for the first nine months of 2004 was $56,427 compared to $40,156 for the
first nine months of 2003. The subsidy on handsets sold through our retail and
local indirect channels was $30,944 in the first nine months of 2004 and $20,459
in the first nine months of 2003. The increase in subsidies of $4,793 and $9,964
in the three and nine months ended September 30, 2004, respectively is primarily
due to an increase in the number of activations through our retail and local
indirect channels of approximately 29,000 and 55,700, respectively. In addition
to the increase in the number of activations, we also experienced an increase in
subsidies through the retail and indirect channels relating to existing
subscribers upgrading their handsets in 2004.

     COST OF SERVICE AND OPERATIONS (EXCLUDING NON-CASH COMPENSATION) - Cost of
service and operations includes the costs of operating our portion of the PCS
network of Sprint. These costs include items such as tower operating leases and
maintenance as well as backhaul costs, which are costs associated with
transporting wireless calls across our portion of the PCS network of Sprint to
another carrier's network. In addition, cost of service and operations includes
outbound roaming costs, long distance charges, the fees we pay to Sprint for our
8 percent affiliation fee, back office services such as billing and customer
care, as well as our provision for estimated uncollectible accounts. Expenses of
$99,250 in the third quarter of 2004 were approximately 19 percent higher than
the $83,313 incurred in the third quarter of 2003. Expenses of $276,528 in the
first nine months of 2004 were approximately 14 percent higher than the $242,912
incurred in the first nine months of 2003. The increase in expenses in the third
quarter and first nine months of 2004 was due to the increased volume of traffic
carried on our network. Total minutes of use on our network were 2.5 billion
minutes in the third quarter of 2004 compared to 1.6 billion minutes in the
third quarter of 2003 for an increase in traffic of 56 percent. Total minutes of
use on our network were 6.6 billion minutes in the first nine months of 2004
compared to 4.4 billion minutes in the first nine months of 2003 for an increase
in traffic of 50 percent. The increase in costs was lower relative to the
increase in traffic due to the leverage we experience in spreading our fixed
network operating costs over a larger volume of activity.

     SELLING AND MARKETING EXPENSES (EXCLUDING NON-CASH COMPENSATION) - Selling
and marketing expenses include advertising, promotion, sales commissions and
expenses related to our distribution channels including our retail store
expenses. In addition, we reimburse Sprint for the subsidy on handsets sold
through national retail stores due to the fact that these retailers purchase
their handsets from Sprint. This subsidy is recorded as a selling and marketing
expense.

                                       30


Total selling and marketing expenses of $40,090 in the third quarter of 2004
were 35 percent higher than the $29,801 incurred in the third quarter of 2003.
Total selling and marketing expenses of $102,922 in the first nine months of
2004 were 22 percent higher than the $84,531 incurred in the first nine months
of 2003. The increase experienced during the three months and nine months ended
September 30, 2004 is attributable to an increase in variable costs resulting
from increases in gross activations in the third quarter and first nine months
of 2004 as compared to the third quarter and first nine months of 2003.

     GENERAL AND ADMINISTRATIVE EXPENSES (EXCLUDING NON-CASH COMPENSATION) -
General and administrative expenses include corporate costs and expenses such as
administration and finance. General and administrative expenses of $5,648 in the
third quarter of 2004 were 42 percent higher than the $3,980 incurred in the
third quarter of 2003. General and administrative expenses of $16,635 in the
first nine months of 2004 were 37 percent higher than the $12,117 incurred in
the first nine months of 2003. General and administrative expenses include
corporate costs and expenses such as administration and finance. The increase in
the first nine months of 2004 has been the result of increased professional fees
being driven by various efforts undertaken in preparing for the reporting
requirements under the Sarbanes-Oxley Act of 2002, additional legal fees
incurred in defense of class action lawsuits brought late in 2003 and additional
personnel costs.

     DEPRECIATION AND AMORTIZATION - Depreciation and amortization includes
depreciation of our property and equipment as well as amortization of
intangibles. Depreciation is calculated on the straight line method over the
estimated useful lives of the underlying assets and totaled $18,324 in the third
quarter of 2004, which was consistent with the $18,217 recorded in the third
quarter of 2003. Depreciation totaled $54,269 in the first nine months of 2004
which was 3 percent higher than the $52,486 recorded in the first nine months of
2003. The increase in the first nine months of 2004 is due to the increase in
depreciable costs as a result of our capital expenditures in the last three
months of 2003 and the first nine months of 2004.

     Amortization expense relates to identifiable intangible assets we have
recorded related to the agreements with Sprint and the customer base acquired in
connection with purchase transactions. Amortization expense of $7,562 in the
third quarter of 2004 was 25 percent less than the $10,017 in the third quarter
of 2003. Amortization expense of $24,524 in the first nine months of 2004 was 18
percent less than the $30,050 in the first nine months of 2003. The decrease in
both the third quarter and first nine months of 2004 is due to the fact that the
intangible asset related to the subscriber base acquired became fully amortized
in the first quarter of 2004.

     IMPAIRMENT OF PROPERTY AND EQUIPMENT - We recorded impairments of property
and equipment in the third quarter and first nine months of 2004 of $172 and
$3,082, respectively, compared to $291 and $685, in the third quarter and first
nine months of 2003. Impairments recorded in both periods primarily relate to
the abandonment of certain network equipment that had become technologically
obsolete.

     NON-CASH COMPENSATION -Non-cash compensation expense of $20 in the third
quarter of 2004 was 56 percent less than the $45 in the third quarter of 2003.
The expense relates to vesting of restricted stock that had been awarded to
certain of our officers.

     Non-cash compensation expense of $60 in the first nine months of 2004 was
52 percent less than the $124 in the first nine months of 2003. The expense for
the first nine months of 2004 and 2003 relates to vesting of restricted stock
that had been awarded to certain of our officers.

     OPERATING INCOME (LOSS) - Our operating income for the third quarter of
2004 was $20,035 compared to $5,812 for the third quarter of 2003, representing
an improvement of $14,223. Our operating income for the first nine months of
2004 was $46,938 compared to a loss of $169 for the first nine months of 2003,
representing an improvement of $47,107. The improvement in operating income is
primarily attributable to the leverage we have achieved in spreading our fixed
costs over a larger base of subscribers.

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

                                       31


     DEBT EXCHANGE EXPENSES - Debt exchange expenses recorded in the third
quarter and first nine months of 2003 of $2,332 and $3,528, respectively,
consist of professional fees and transaction costs associated with the debt
exchange that was completed in November 2003 that were allocated to the new
notes issued in the exchange and were expensed in accordance with the accounting
provisions of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled
Debt Restructuring." Because the debt exchange was considered a troubled debt
restructuring under the provisions of SFAS No. 15, transaction costs associated
with the granting of an equity interest to the holders of the notes were
recorded as a reduction in the fair value of the Series B Redeemable Convertible
Preferred Stock of Alamosa Holdings issued in the debt exchange. The remaining
transaction costs were expensed. We had no such debt exchange expenses in 2004.

     INTEREST AND OTHER INCOME - Interest and other income represents amounts
earned on the investment of excess cash including restricted cash. Income of
$358 in the third quarter of 2004 was 92 percent higher than the $186 earned in
the third quarter of 2003. Income of $744 in the first nine months of 2004 was 7
percent less than the $803 earned in the first nine months of 2003. The increase
in interest and other income earned in the third quarter is primarily due to the
fact that during 2004, the Board of Directors approved a change in the Company's
investment policy to extend the allowable weighted average maturity of
investments from the 90 days allowed previously to 270 days. The decrease in
interest and other income earned in the first nine months is due to a decrease
in restricted cash of approximately $10 million during the first quarter of 2003
offset by the improvement in yield on excess liquidity during the second and
third quarters of 2004 as discussed above.

     INTEREST EXPENSE - Interest expense for the third quarter of 2004 and 2003
included non-cash interest of $6,525 and $10,123, respectively, related to the
accretion of senior discount notes, the amortization of debt issuance costs and
changes in the fair value of hedge instruments that do not qualify for hedge
accounting treatment. The decrease in total interest expense to $19,206 in the
third quarter of 2004 from $26,519 in the third quarter of 2003 is due to the
decreased level of debt after the debt exchange completed in November 2003
coupled with a lower interest rate on senior notes issued in November 2003 and
January 2004.

     Interest expense for the first nine months of 2004 and 2003 included
non-cash interest of $19,075 and $29,674, respectively. The decrease in total
interest expense to $56,393 in the first nine months of 2004 from $79,007 in the
first nine months of 2003 is also due to the decreased level of debt after the
debt exchange completed in November 2003 coupled with a lower interest rate on
senior notes issued in November 2003 and January 2004.

INCOME TAXES

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

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

CASH FLOWS

     OPERATING ACTIVITIES - Operating cash flows increased $52,836 in the first
nine months of 2004 compared to the first nine months of 2003. This increase is
primarily due to our increased income before non-cash items of $53,145.

                                       32


     INVESTING ACTIVITIES - Our investing cash flows were negative $113,990 in
the first nine months of 2004 compared to positive $5,575 in the first nine
months of 2003. The decrease of $119,565 is due primarily to three items. First,
our cash capital expenditures for the first nine months of 2004 were $32,120
higher than that in the first nine months of 2003 due to the payment of
obligations incurred in the fourth quarter of 2003. Secondly, the first nine
months of 2003 included a decrease in restricted cash of $34,724 which is
reflected as a positive cash flow from investing activities in that quarter.
Restricted cash only decreased by $1 in the first nine months of 2004.
Additionally, in the first nine months of 2004, we established a short term
investment account in an effort to improve yields on excess liquidity. The
amount invested in the first nine months of 2004 was $50,342.

     FINANCING ACTIVITIES - Our financing cash flows increased in the first nine
months of 2004 to a positive $33,031 from a negative $4,585 in the first nine
months of 2003. Our financing cash flows in the first nine months of 2003
primarily consisted of repayments on capital leases reduced by capital
distributions to Alamosa Holdings and debt exchange expenses. In the first
quarter of 2004, we received net proceeds from an offering of senior notes of
approximately $242 million which were used to permanently repay $200 million in
borrowings outstanding under our senior secured credit facility. We paid capital
distributions to Alamosa Holdings in the first nine months of 2004 of $8,348.

LIQUIDITY AND CAPITAL RESOURCES

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

     While we have incurred significant net losses since inception and incurred
negative cash flows from operating activities through 2002, we generated
approximately $56 million and $89 million of cash flows from operating
activities for the year ended December 31, 2003 and the nine months ended
September 30, 2004, respectively. In November 2003, we completed a debt exchange
that provided for approximately $238 million of principal debt reduction.

     As of September 30, 2004, we had $106 million of cash on hand as well as
$50 million in short term investments which we believe will be sufficient to
fund expected capital expenditures and to cover our working capital and debt
service requirements (including dividends on Alamosa Holdings' preferred stock)
for at least the next 12 months.

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

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

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

     We may experience a higher average monthly churn rate than we are currently
anticipating. Our average monthly churn for the third quarter of 2004 was 2.4
percent compared to 2.7 percent for the year ended December 31, 2003 and 3.4
percent for the year ended December 31, 2002. The rate of churn experienced in
2002 was the highest that we have experienced on an annual basis since the
inception of the Company. Although churn has declined over the past two years,
we expect that in the near term churn may increase as a result of the
implementation of the FCC's WLNP mandate in all of our markets during the third
quarter of 2004. Through the third quarter of 2004, we have not experienced a
material impact to churn related to WLNP with respect to the markets in which we
operate. If average

                                       33


monthly churn increases over the long-term, we would lose the cash flows
attributable to those customers and have greater than projected losses.

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

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

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

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

                                       34


consolidated financial statements or our operations.

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

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

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

     On July 8 and 15, 2004, two shareholder derivative suits, each asserting
identical allegations, were filed in State District Court in Dallas County,
Texas on behalf of Alamosa Holdings against certain of its officers and
directors: David E. Sharbutt, its Chairman and Chief Executive Officer, Kendall
W. Cowan, its Chief Financial Officer, as well as other current and former
members of Alamosa Holdings' board of directors, including Scotty Hart, Michael
V. Roberts, Ray M. Clapp, Jr., Schuyler B. Marshall, Thomas F. Riley, Jr. Steven
C. Roberts, Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suits also
name Alamosa Holdings as a nominal defendant. On August 27, 2004, the lawsuits
were consolidated into one action pending in State District Court in Dallas
County, Texas. Based on allegations substantially similar to the federal
shareholder action, the suits assert claims for defendants' alleged violations
of state law, including breaches of fiduciary duty, abuse of control, gross
mismanagement, waste of corporate assets and unjust enrichment that allegedly
occurred between January 2001 and June 2002. The suits seek recovery of damages,
fees, costs, equitable and/or injunctive remedies, and disgorgement of all
profits, benefits and other compensation.

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

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

                                       35


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

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

ITEM 5. OTHER INFORMATION.

     None.

ITEM 6. EXHIBITS.

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









                                       36



SIGNATURES

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


                                    ALAMOSA (DELAWARE), INC.
                                    (Registrant)

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


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








                                       37


EXHIBIT INDEX

Exhibit Number      Exhibit Title
--------------      -------------

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

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

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

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

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

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

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



                                       38`