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

                                 FORM 10-K
(Mark One)

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

    For the fiscal year ended: December 31, 2000
                                 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: 0-32357


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


          DELAWARE                                     75-2890997
(State or other jurisdiction of
incorporation or organization)            (I.R.S. Employer Identification No.)

5225 SOUTH LOOP 289, LUBBOCK, TEXAS                      79424
(Address of principal executive offices)               (Zip Code)

     Registrant's telephone number, including area code: (806) 722-1100
        Securities registered pursuant to Section 12(b) of the Act: NONE

        Securities registered pursuant to Section 12(g) of the Act:

              TITLE OF EACH CLASS:
-------------------------------------------------------------
ALAMOSA HOLDINGS, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE

ALAMOSA HOLDINGS, INC. PREFERRED STOCK PURCHASE RIGHTS

                  ----------------------------------------

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


Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [X].

As of March 26, 2001, approximately 80,846,844 shares of common stock of
the registrant were issued and outstanding. The aggregate market value of
voting common stock (based on the closing stock price on March 26, 2001)
held by non-affiliates was approximately $354,231,717. (For purposes of
determination of the foregoing amount, only directors, executive officers
and 10% or greater stockholders have been deemed affiliates.)

The registrant's proxy statement for its 2001 annual meeting is hereby
incorporated by reference into Part III of this Form 10-K



<TABLE>
<CAPTION>

                             TABLE OF CONTENTS

PART I                                                                       PAGE
<S>        <C>                                                               <C>
   ITEM 1.  BUSINESS............................................................3
   ITEM 2.  PROPERTIES.........................................................26
   ITEM 3.  LEGAL PROCEEDINGS..................................................26
   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................26

PART II
   ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
            STOCKHOLDER MATTERS................................................26
   ITEM 6.  SELECTED FINANCIAL DATA............................................27
   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATION...............................................28
   ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........42
   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................43
   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE...............................................43
PART III
   ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................44
   ITEM 11. EXECUTIVE COMPENSATION.............................................44
   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT.........................................................44
   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................44
PART IV
   ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
            FORM 8-K...........................................................44

</TABLE>




                                   PART I

           THIS ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS

      This annual report on Form 10-K 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 annual report on Form 10-K, including
without limitation, the statements under "Item 1. Business" and "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operation" and located elsewhere herein regarding our financial position
and liquidity are forward-looking statements. These forward-looking
statements also include:

      o  forecasts of growth in the number of consumers using wireless
         personal communications services and in estimated populations;

      o  statements regarding our plans for, schedule for and costs of the
         build-out of our portion of the Sprint PCS network;

      o  statements regarding our anticipated revenues, expense levels,
         liquidity and capital resources, operating losses and projections
         of when we will launch commercial wireless personal communications
         service in particular markets; 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 ("Cautionary Statements") are disclosed in this annual report
on Form 10-K, including, without limitation, in conjunction with the
forward-looking statements included in this annual report on Form 10-K.
Important factors that could cause actual results to differ materially from
those in the forward-looking statements included herein include, but are
not limited to:

      o  our dependence on our affiliation with Sprint PCS;

      o  the ability of Sprint PCS to alter fees paid or charged to us
         under our affiliation agreements;

      o  the need to successfully complete the build-out of our portion of
         the Sprint PCS network on our anticipated schedule;

      o  our limited operating history and anticipation of future losses;

      o  our dependence on Sprint PCS' back office services;

      o  potential fluctuations in our operating results;

      o  changes or advances in technology;

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

      o  our ability to attract and retain skilled personnel;

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

      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  changes in government regulation;

      o  future acquisitions; and

      o  general economic and business conditions.

      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.

ITEM 1.  BUSINESS.

      References in this annual report on Form 10-K to us as a provider of
wireless personal communications services or similar phrases generally
refer to our building, owning and managing our portion of the Sprint PCS
network pursuant to our affiliation agreements with Sprint PCS. Sprint PCS
holds the spectrum licenses and controls the network through its agreements
with us.

      All references contained in this annual report on Form 10-K to
resident population and residents are based on projections of year-end 2000
population counts calculated by applying the annual growth rate from 1990
to 1999 to estimates of 1999 population counts compiled by the U.S. Census
Bureau.

OVERVIEW


      We are a holding company and through our subsidiaries provide
wireless personal communication services, commonly referred to as PCS, in
the Southwestern, Northwestern and Midwestern United States. We are a
network partner of Sprint PCS, the personal communications services group
of Sprint Corporation. Sprint PCS, directly and through affiliates such as
us, provides wireless services in more than 4,000 cities and communities
across the country. We have the exclusive right to provide digital wireless
mobility communications network services under the Sprint and Sprint PCS
brand names in a territories primarily located in Texas, New Mexico,
Arizona, Colorado, Wisconsin, Illinois, Kansas, Missouri, Washington and
Oregon. Through December 31, 1999, we were a development stage company.


      We were formed in July, 2000 to operate as a holding company. On
February 14, 2001, we completed our acquisition of two Sprint PCS network
partners, Roberts Wireless Communications, L.L.C. ("Roberts") and
Washington Oregon Wireless, LLC ("WOW"). In connection with the Roberts and
WOW acquisitions, we entered into a new senior secured credit facility (the
"Senior Secured Credit Facility") for up to $280 million.

      Roberts' service area, which includes 2.5 million people, includes
the market areas surrounding Kansas City, the world headquarters of Sprint
PCS, and St. Louis, including the Interstate 70 corridor connecting the two
cities. At December 31, 2000, Roberts' network covered approximately 1.1
million people. We issued 13.5 million shares and paid approximately $4.0
million in cash to Roberts' owners as consideration in the merger.

      WOW's service area, which includes 1.5 million people, includes the
market areas of Ellenburg, Yakima and Kennewick, Washington and key travel
corridors within Washington and Oregon. At December 31, 2000, WOW's network
covered approximately 800,000 people. We issued 6.05 million shares and
paid approximately $12.5 million in cash to WOW's owners as consideration
in the merger.


      We launched Sprint PCS service in Laredo, Texas in June 1999, and
through December 31, 2000 have commenced service in 20 additional markets:
Albuquerque, Santa Fe and Las Cruces, New Mexico; El Paso, Lubbock,
Amarillo, Midland, Odessa, Abilene, San Angelo and Eagle Pass-Del Rio,
Texas; Flagstaff and Prescott, Arizona; Grand Junction and Pueblo,
Colorado; and Appleton-Oshkosh, Green Bay, Fond du Lac, Manitowoc and
Sheboygan, Wisconsin. At December 31, 2000, our systems covered
approximately 4.5 million residents out of approximately 8.4 million total
residents in those markets. The number of residents covered by our systems
does not represent the number of Sprint PCS subscribers that we expect to
be based in our territories. As of December 31, 2000, 132,940 Sprint PCS
subscribers were based in our territories.


      Additionally, pursuant to our services agreements with Roberts and
WOW prior to closing the mergers, we were responsible for the operation of
Jefferson City, Columbia and St. Joseph, Missouri. These markets were in
operation when the services agreements were signed. During the term of the
services agreements, we launched the markets of Springfield and Joplin,
Missouri in the Roberts territories and Klamath Falls, Medford-Grants Pass,
and Roseburg, Oregon and Kennewick, Walla Walla and Yakima, Washington in
the WOW territories.


      On March 9, 2001, we announced that we had signed a definitive
agreement to merge Sprint PCS network partner, Southwest PCS Holdings, Inc.
("Southwest") into our operations. Southwest shareholders will exchange 100
percent of their common shares of Southwest for 11.1 million shares of our
common stock and up to $5 million in cash. The transaction will be
structured as a merger. The acquisition is subject to certain conditions
including expiration of the statutory waiting period under federal
anti-trust laws. We expect to complete the acquisition at the end of the
first quarter of 2001.

      Southwest has a management agreement with Sprint PCS to service more
than 2.8 million residents with the exclusive right to provide digital
wireless mobile communications network products and services under the
Sprint and Sprint PCS brand names. The Southwest territories covers markets
in Texas, Oklahoma and Arkansas, encompassing over 2,100 heavily traveled
highway miles. As of December 31, 2000, Southwest had launched service in
18 markets covering approximately 1.5 million residents and had
approximately 40,000 customers.


OUR BACKGROUND


      Prior to the closing of our initial public offering in February 2000,
we were comprised of Alamosa PCS LLC, a Texas limited liability company,
Alamosa Wisconsin Limited Partnership, a Wisconsin limited partnership and
a 99.75% owned subsidiary of Alamosa PCS LLC, and Texas Telecommunications,
LP, a Texas limited partnership and wholly owned subsidiary of Alamosa PCS
LLC. Immediately prior to the closing of our initial public offering, we
reorganized the business into a holding company structure. The members of
Alamosa PCS LLC received shares of common stock of Alamosa PCS Holdings,
Inc. ("Alamosa PCS Holdings") in the same proportion to their membership
interests in Alamosa PCS LLC.


      Alamosa (Delaware), Inc. (formerly Alamosa PCS Holdings), ("Alamosa
Delaware") a Delaware corporation, was formed in October 1999 to operate as
a holding company. Texas Telecommunications, LP was formed in December
1999. In connection with our original reorganization, Texas
Telecommunications, LP received the assets of Alamosa PCS LLC related to
operations in the Southwest United States and operated the business of
Alamosa PCS LLC. Alamosa PCS, Inc. held a 99% limited partnership interest
in Texas Telecommunications, LP. Alamosa Delaware GP, LLC, a wholly owned
subsidiary of Alamosa PCS, Inc., held a 1% general partnership interest in
Texas Telecommunications, LP. Currently Alamosa Limited, LLC, a wholly
owned subsidiary of Alamosa PCS, Inc., holds the 99% limited partnership
interest in Texas Telecommunications, LP. and Alamosa Delaware GP, LLC
continues to hold the 1% general partnership interest in Texas
Telecommunications, LP.


      Alamosa Wisconsin Limited Partnership was formed in December 1999. In
connection with our original reorganization, Alamosa Wisconsin Limited
Partnership received the assets of Alamosa PCS LLC related to operations in
Wisconsin. After our original reorganization, Alamosa Wisconsin Limited
Partnership commenced our business operations in Wisconsin. Alamosa PCS,
Inc. holds the 98.75% Class A limited partnership interests in Alamosa
Wisconsin Limited Partnership and Alamosa PCS Holdings holds the .25% Class
B limited partnership interests in Alamosa Wisconsin Limited Partnership.
Alamosa Wisconsin GP, LLC, a wholly owned subsidiary of Alamosa PCS, Inc.,
holds a 1% general partnership interest in Alamosa Wisconsin Limited
Partnership.

      On December 14, 2000, Alamosa PCS Holdings formed a new holding
company pursuant to a merger under Section 251(g) of the Delaware General
Corporation Law whereby Alamosa PCS Holdings was merged with a direct
wholly owned subsidiary of a new holding company, which was a direct wholly
owned subsidiary of Alamosa PCS Holdings. Each share of the former Alamosa
PCS Holdings was converted into one share of the new holding company and
the former public company became a wholly owned subsidiary of the new
holding company. The Section 251(g) transaction did not require any vote of
the Alamosa PCS Holdings stockholders. Upon effectiveness of the Section
251(g) transaction, Alamosa PCS Holdings' name was changed to Alamosa
(Delaware), Inc. and the new holding company's name was changed to Alamosa
PCS Holdings.

      We were formed in July 2000 to operate as a holding company. On
February 14, 2001, Alamosa Sub I, Inc. ("Alamosa Sub I"), our wholly owned
subsidiary, merged with and into Alamosa PCS Holdings, with Alamosa PCS
Holdings surviving the merger, and Alamosa PCS Holdings became our wholly
owned subsidiary. Each share of Alamosa PCS Holdings common stock issued
and outstanding immediately prior to the merger, was converted into the
right to receive one share of our common stock. Our common stock is quoted
on The Nasdaq National Market under the same symbol previously used by
Alamosa PCS Holdings, "APCS."

      The organization of the companies after the reorganization associated
with the mergers of Roberts and WOW is illustrated in the organization
chart on below.

                 STRUCTURE AFTER THE REORGANIZATION


            [GRAPHIC OMITTED]



OUR RELATIONSHIP WITH SPRINT PCS

      Sprint PCS is a wholly owned tracking group of Sprint Corporation and
operates the largest 100% digital, 100% PCS nationwide network in the
United States with licenses to provide services to an area of more than 280
million residents in the United States, Puerto Rico and the U.S. Virgin
Islands. The Sprint PCS network uses code division multiple access
technology nationwide. Sprint PCS directly operates its PCS network in
major markets throughout the United States and has entered into independent
agreements with various affiliates such as us, under which the affiliate
has agreed to construct and manage PCS networks in smaller metropolitan
areas and along major highways.

      We are the largest affiliate of Sprint PCS based on the resident
population in our territories, and our territories adjoin several major
Sprint PCS markets. The build-out of our territories will significantly
extend Sprint PCS' coverage in the Southwestern and Midwestern United
States. Due to our relationship with Sprint PCS, we benefit from:

      BRAND RECOGNITION. We market products and services directly under the
Sprint and Sprint PCS brand names. We benefit from the recognizable Sprint
and Sprint PCS brand names and national advertising as we open markets. We
offer pricing plans, promotional campaigns and handset and accessory
promotions of Sprint PCS.

      EXISTING DISTRIBUTION CHANNELS. We benefit from relationships with
major national retailers who distribute Sprint PCS products and services
under existing Sprint PCS contracts. These national retailers have
approximately 470 retail outlets in our territories. Furthermore, we
benefit from sales made by Sprint PCS to customers in our territories
through its national telemarketing sales force, national account sales team
and Internet sales capability. These existing distribution channels provide
immediate access to customers as our services become available in their
area. For more information on our distribution plan, see "--Sales and
Distribution."

      SPRINT PCS' NATIONAL NETWORK. We offer access to Sprint PCS' wireless
network. Sprint PCS' network offers service in metropolitan markets across
the country representing 223 million people. We derive additional revenue
from Sprint PCS when its customers based outside of our territories roam on
our portion of the Sprint PCS network.


      HIGH CAPACITY NETWORK. Sprint PCS built its network around code
division multiple access digital technology, which we believe provides
advantages in capacity, voice-quality, security and handset battery life.
For more information on the benefits of this technology, see
"--Technology--Code Division Multiple Access."


      SPRINT PCS' LICENSED SPECTRUM. Sprint PCS has invested approximately
$100.0 million to purchase the wireless mobility communications network
service licenses in our territories and to pay costs to remove sources of
microwave signals that interfere with the licensed spectrum, a process
generally referred to as microwave clearing.

      BETTER EQUIPMENT AVAILABILITY AND PRICING. We are able to acquire
handsets and network equipment more quickly and at a lower cost than we
would without our affiliation with Sprint PCS. For example, Sprint PCS will
use commercially reasonable efforts to obtain for us the same discounted
volume-based pricing on wireless-related products and warranties as Sprint
PCS receives from its vendors.

      ESTABLISHED BACK OFFICE SUPPORT SERVICES. We have contracted with
Sprint PCS to provide critical back office services, including customer
activation, handset logistics, billing, customer care and network
monitoring services. Because we do not have to establish and operate these
systems, we are able to accelerate our market launches and capitalize upon
Sprint PCS' economies of scale.


      ACCESS TO THE SPRINT PCS WIRELESS WEB. We support the Sprint PCS
Wireless Web service in our portion of the Sprint PCS network. For more
information on the Sprint PCS Wireless Web, see "--Products and
Services--Access to the Sprint PCS Wireless Web."


      Statements in this Form 10-K regarding Sprint or Sprint PCS are
derived from information contained in our affiliation agreements with
Sprint and Sprint PCS and periodic reports and other documents filed with
the Securities and Exchange Commission by, or press releases issued by,
Sprint and Sprint PCS.

MARKETS

      The following table lists the location, basic trading area number,
whether the network coverage has been launched, frequency, megahertz of
spectrum, estimated total residents and estimated covered residents for
each of the markets that comprise our territories under our affiliation
agreements with Sprint PCS at December 31, 2000. The number of estimated
covered residents does not represent the number of Sprint PCS subscribers
that we expect to be based in our territories.
<TABLE>
<CAPTION>

                                                                           ESTIMATED      ESTIMATED
                             BTA    LAUNCHED?     DATE         MHZ OF       TOTAL          COVERED
           LOCATION        NO.(1)    YES/NO      LAUNCHED     SPECTRUM    RESIDENTS(2)   RESIDENTS(3)
     ------------------    ------  ---------  --------------  --------    ------------   ------------
     ARIZONA
<S>                         <C>    <C>      <C>                <C>         <C>            <C>
     Flagstaff, AZ.......   144     Yes       November, 2000     30         118,000          77,000

     Las Vegas,
     NV(Arizona Side)(4).   245     No            --             30         142,000          83,000
     Phoenix, AZ(4)......   347     No            --             30          16,000           7,000
     Prescott, AZ........   362     Yes       December, 2000     30         162,000         131,000
     Sierra
     Vista/Douglas, AZ...   420     No            --             30         115,000          92,000
     Tucson, AZ(4).......   447     No            --             30          17,000           5,000
     Yuma, AZ............   486     No            --             30         141,000         117,000
                                                                          ------------   ------------
          SUBTOTAL.......                                                   711,000         512,000

     CALIFORNIA
     El Centro/Calexico,
     CA..................   124     No            --             30         151,000         101,000
     San Diego, CA(4)....   402     No            --             30           3,000           5,000
                                                                          ------------   ------------
          SUBTOTAL.......                                                   154,000         106,000

     COLORADO
     Colorado Springs,
     CO(4)...............   089     No            --             30          17,000          17,000
     Grand Junction, CO..   168     Yes       December, 2000     30         247,000         129,000
     Pueblo, CO..........   366     Yes       October, 2000      30         308,000         212,000
                                                                          ------------   ------------
          SUBTOTAL.......                                                   572,000         358,000

     MINNESOTA
     Minneapolis/St.
     Paul, MN(4).........   298     No            --             30          84,000          52,000
                                                                          ------------   ------------
          SUBTOTAL.......                                                    84,000          52,000

     NEW MEXICO
     Albuquerque, NM.....   008     Yes       September, 1999    10         812,000         679,000
     Carlsbad, NM........   068     No            --             10          54,000          38,000
     Clovis, NM..........   087     No            --             30          74,000          55,000
     Farmington,
     NM/Durango, CO......   139     No            --             10         206,000          82,000
     Gallup, NM..........   162     No            --             10         138,000          46,000
     Hobbs, NM...........   191     No            --             30          55,000          42,000
     Las Cruces, NM......   244     Yes       August, 1999       10         251,000         201,000
     Roswell, NM.........   386     No            --             10          81,000          53,000
     Santa Fe, NM........   407     Yes       October, 1999      10         213,000         148,000
                                                                          ------------   ------------
          SUBTOTAL.......                                                 1,884,000       1,394,000

     TEXAS
     Abilene, TX.........   003     Yes       November, 1999     30         256,000         154,000
     Amarillo, TX........   013     Yes       August, 1999       30         403,000         236,000
     Big Spring, TX......   040     No            --             30          34,000          28,000
     Del  Rio/Eagle  Pass,  121     Yes       April, 2000        30         122,000          97,000
     El Paso, TX.........   128     Yes       July, 1999         20         782,000         716,000
     Laredo, TX..........   242     Yes       June, 1999         30         228,000         208,000
     Lubbock, TX.........   264     Yes       August, 1999       30         395,000         275,000
     Midland, TX.........   296     Yes       August, 1999       30         125,000         121,000
     Odessa, TX..........   327     Yes       August, 1999       30         217,000         118,000
     San Angelo, TX......   400     Yes       November, 1999     30         162,000         105,000
                                                                          ------------   ------------
          SUBTOTAL.......                                                 2,724,000       2,058,000

    WISCONSIN
    Appleton/Oshkosh,
    WI...................   018     Yes       November, 2000     30         447,000         326,000
    Eau Claire, WI.......   123     No            --             30         192,000         120,000
    Fond du Lac, WI......   148     Yes       November, 2000     30         164,000         164,000
    Green Bay, WI........   173     Yes       November, 2000     30         347,000         218,000
    La Crosse,
    WI/Winona, MN........   234     No            --             30         312,000         153,000
    Madison, WI(4).......   272     No            --             30         147,000         106,000
    Manitowoc, WI........   276     Yes       November, 2000     30          83,000          80,000
    Milwaukee, WI(4).....   297     No            --             30          85,000          59,000
    Sheboygan, WI........   417     Yes       November, 2000     30         167,000         167,000
    Stevens Point/
    Marshfield/Wisconsin
    Rapids, WI...........   432     No            --             30         214,000         120,000
    Wausau/Rhinelander,
    WI...................   466     No            --             30         244,000         104,000
                                                                          ------------   ------------
         SUBTOTAL....                                                     2,402,000       1,617,000

         TOTAL.......                                                     8,531,000       6,047,000
</TABLE>

(1)   BTA No. refers to the basic trading area number assigned to that
      market by the Federal Commissions Commission (the "FCC") for the
      purposes of issuing licenses for wireless services.

(2)   Estimated total residents is based on projections of year-end 2000
      population counts calculated by applying the annual growth rate from
      1990 to 1999 to estimates of 1999 population counts compiled by the
      U.S. Census Bureau.

(3)   Estimated covered residents are based on our actual or projected
      network coverage in markets at the launch date using current
      projections of year-end 2000 population counts calculated by applying
      the annual growth rate from 1990 to 1999 to estimates of 1999
      population counts compiled by the U.S. Census Bureau.

(4)   Total residents, covered residents and actual customers for these
      markets reflect only those residents or customers contained in our
      territories, not the total residents, covered residents and actual
      customers in the entire basic trading area.


      Pursuant to our affiliation agreements with Sprint PCS, we have
agreed to cover a minimum percentage of the resident population in our
territories within specified time periods. We are fully compliant with
these build-out requirements and expect to launch our remaining markets
ahead of the schedule established in our affiliation agreements with Sprint
PCS. As of December 31, 2000, we had 132,940 Sprint PCS subscribers.

NETWORK OPERATIONS

      GENERAL. The effective operation of our portion of the Sprint PCS
network requires:


      o  public switched and long distance interconnection;

      o  the implementation of roaming arrangements; and

      o  the development of network monitoring systems.


      Our network connects to the public switched telephone network to
facilitate the origination and termination of traffic between our network
and both local exchange and long distance carriers. Sprint provides
preferred rates for long distance services. Through our arrangements with
Sprint PCS and Sprint PCS' arrangements with other wireless service
providers, Sprint PCS subscribers based in our territories have roaming
capabilities on other networks. We monitor our portion of the Sprint PCS
network during normal business hours. For after hours monitoring, Sprint
PCS Network Operating Centers provides 24 hours, seven days a week
monitoring of our portion of the Sprint PCS network and notification to our
designated personnel.


      As of December 31, 2000, our portion of the Sprint PCS network
included 392 base stations and seven switching centers.


PRODUCTS AND SERVICES


      We offer products and services throughout our territories under the
Sprint and Sprint PCS brand names. Our services are designed to mirror the
service offerings of Sprint PCS and to integrate with the Sprint PCS
network. The Sprint PCS service packages we currently offer include the
following:

      100% DIGITAL WIRELESS NETWORK WITH SERVICE ACROSS THE COUNTRY. We are
part of the largest 100% digital wireless personal communications services
network in the country. Sprint PCS customers based in our territories may
access Sprint PCS services throughout the Sprint PCS network, which
includes more than 4,000 cities and communities across the United States.
Dual-band/dual-mode handsets allow roaming on wireless networks where
Sprint PCS has roaming agreements.

      ACCESS TO THE SPRINT PCS WIRELESS WEB. We support the Sprint PCS
Wireless Web in our portion of the Sprint PCS network. The Sprint PCS
Wireless Web allows customers with data capable handsets to connect their
portable computers or personal digital assistants to the Internet. Sprint
PCS customers with data capable handsets also have the ability to receive
periodic information updates such as stock prices, sports scores and
weather reports. Sprint PCS customers with web-browser enabled handsets
have the ability to connect to and browse specially designed text-based
Internet sites on an interactive basis.

      OTHER SERVICES. In addition to these services, we may also offer
wireless local loop services in our territories, but only where Sprint is
not a local exchange carrier. Wireless local loop is a wireless substitute
for the landline-based telephones in homes and businesses. We also believe
that new features and services will be developed on the Sprint PCS network
to take advantage of code division multiple access technology. Sprint PCS
conducts ongoing research and development to produce innovative services
that are intended to give Sprint PCS a competitive advantage. We may incur
additional expenses in modifying our technology to provide these additional
features and services.

ROAMING

      SPRINT PCS ROAMING. Non-Sprint PCS roaming includes both inbound
Sprint PCS roaming, when a Sprint PCS subscriber based outside of our
territories uses our portion of the Sprint PCS network, and outbound Sprint
PCS roaming, when a Sprint PCS subscriber based in our territories uses the
Sprint PCS network outside of our territories. Sprint PCS pays us a per
minute fee for inbound Sprint PCS roaming. Similarly, we pay a per minute
fee to Sprint PCS for outbound Sprint PCS roaming. Pursuant to our
affiliation agreements with Sprint PCS, Sprint PCS has the discretion to
change the per minute rate for Sprint PCS roaming fees.

      NON-SPRINT PCS ROAMING. Non-Sprint PCS roaming includes both inbound
non-Sprint PCS roaming, when a non-Sprint PCS subscriber uses our portion
of the Sprint PCS network, and outbound non-Sprint PCS roaming, when a
Sprint PCS subscriber based in our territories. uses a non-Sprint PCS
network. Pursuant to roaming agreements between Sprint PCS and other
wireless service providers, when another wireless service provider's
subscriber uses our portion of the Sprint PCS network, we earn inbound
non-Sprint PCS roaming revenue. These wireless service providers must pay
fees for their subscribers' use of our portion of the Sprint PCS network,
and as part of our collected revenues, we are entitled to 92% of these
fees. Currently, pursuant to our services agreement with Sprint PCS, Sprint
PCS bills these wireless service providers for these fees. When another
wireless service provider provides service to one of the Sprint PCS
subscribers based in our territories, we pay outbound non-Sprint PCS
roaming fees. Sprint PCS, pursuant to our current services agreement with
Sprint PCS, then bills the Sprint PCS subscriber for use of that provider's
network at rates specified in his or her contract and pays us 100% of this
outbound non-Sprint PCS roaming revenue collected from that subscriber on a
monthly basis. We bear the collection risk for all service.

MARKETING STRATEGY

      Our marketing strategy is to complement Sprint PCS' national
marketing strategies with techniques tailored to each of the specific
markets in our territories.

      USE SPRINT PCS' BRAND EQUITY. We feature exclusively and prominently
the nationally recognized Sprint and Sprint PCS brand names in our
marketing and sales effort. From the customers' point of view, they use our
portion of the Sprint PCS network and the rest of the Sprint PCS network as
a unified national network.

      ADVERTISING AND PROMOTIONS. Sprint PCS promotes its products through
the use of national as well as regional television, radio, print, outdoor
and other advertising campaigns. In addition to Sprint PCS' national
advertising campaigns, we advertise and promote Sprint PCS products and
services on a local level in our markets at our cost. We have the right to
use any promotion or advertising materials developed by Sprint PCS and only
have to pay the incremental cost of using those materials, such as the cost
of local radio and television advertisement placements, and material costs
and incremental printing costs. We also benefit from any advertising or
promotion of Sprint PCS products and services by third party retailers in
our territories, such as RadioShack, Circuit City and Best Buy. We must pay
the cost of specialized Sprint PCS print advertising by third party
retailers. Sprint PCS also runs numerous promotional campaigns which
provide customers with benefits such as additional features at the same
rate or free minutes of use for limited time periods. We offer these
promotional campaigns to potential customers in our territories.

      SALES FORCE WITH LOCAL PRESENCE. We have established local sales
forces to execute our marketing strategy through direct
business-to-business contacts, our company-owned retail stores, local
distributors and other channels. Our market teams also participate in local
clubs and civic organizations such as the Chamber of Commerce, Rotary and
Kiwanis.

      SALES AND DISTRIBUTION

      Our sales and distribution plan is designed to exploit Sprint PCS'
multiple channel sales and distribution plan and to enhance it through the
development of local distribution channels. Key elements of our sales and
distribution plan consist of the following:

      SPRINT PCS RETAIL STORE. As of December 31, 2000, we owned and
operated 25 Sprint PCS stores and 5 kiosks at military base locations.
These stores provide us with a local presence and visibility in the markets
within our territories. Following the Sprint PCS model, these stores are
designed to facilitate retail sales, activation, bill collection and
customer service.

      SPRINT STORE WITHIN A RADIOSHACK STORE. Sprint has an exclusive
arrangement with RadioShack to install a "store within a store," making
Sprint PCS the exclusive brand of wireless mobility communications network
services using CDMA technology in the 1900 MHz spectrum and products sold
through RadioShack stores. As of December 31, 2000, Radio Shack had
approximately 107 stores in our territories.

      OTHER NATIONAL THIRD PARTY RETAIL STORES. In addition to RadioShack,
we benefit from the distribution agreements established by Sprint PCS with
other national and regional retailers such as Best Buy, Circuit City and
Target. As of December 31, 2000, these retailers had approximately 184
stores in our territories.

      ELECTRONIC COMMERCE. Sprint PCS maintains an Internet site,
www.sprintpcs.com, which contains information on Sprint PCS products and
services. A visitor to Sprint PCS' Internet site can order and pay for a
handset and select a rate plan. Sprint PCS customers visiting the site can
review the status of their account, including the number of minutes used in
the current billing cycle. We will recognize the revenues generated by
Sprint PCS customers in our territories who purchase products and services
over the Sprint PCS Internet site.

SEASONALITY

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

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

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

      o  competitive pricing pressures; and

      o  aggressive marketing and promotions.

TECHNOLOGY

      GENERAL. In 1993, the FCC allocated the 1900 MHz frequency block of
the radio spectrum for wireless personal communications services. Wireless
personal communications services differ from traditional analog cellular
telephone service principally in that wireless personal communications
services systems operate at a higher frequency and employ advanced digital
technology. Analog-based systems send signals in which the transmitted
signal resembles the input signal, the caller's voice. Digital systems
convert voice or data signals into a stream of digits that permit a single
radio channel to carry multiple simultaneous transmissions. Digital systems
also achieve greater frequency reuse than analog systems resulting in
greater capacity than analog systems. This enhanced capacity, along with
enhancements in digital protocols, allows digital-based wireless
technologies, whether using wireless personal communications services or
cellular frequencies, to offer new and enhanced services, including greater
call privacy and more robust data transmission, such as facsimile,
electronic mail and connecting notebook computers with computer/data
networks.

      Wireless digital signal transmission is accomplished through the use
of various forms of frequency management technology or "air interface
protocols." The FCC has not mandated a universal air interface protocol for
wireless personal communications services systems. Wireless personal
communications systems operate under one of three principal air interface
protocols; code division multiple access, time division multiple access,
commonly referred to as TDMA, or global system for mobile communications,
commonly referred to as GSM. Time division multiple access and global
system for mobile communications are both time division multiple access
systems but are incompatible with each other. The code division multiple
access system is incompatible with both global system for mobile
communications and time division multiple access systems. Accordingly, a
subscriber of a system that utilizes code division multiple access
technology is unable to use a code division multiple access handset when
traveling in an area not served by code division multiple access-based
wireless personal communications services operators, unless the customer
carries a dual-band/dual-mode handset that permits the customer to use the
analog cellular system in that area. The same issue would apply to users of
time division multiple access or global system for mobile communications
systems. All of the wireless personal communications services operators now
have dual-mode or tri-mode handsets available to their customers. Because
digital networks do not cover all areas in the country, these handsets will
remain necessary for segments of the subscriber base.

CODE DIVISION MULTIPLE ACCESS TECHNOLOGY

      Sprint PCS' network and its affiliates' networks all use digital code
division multiple access technology. We believe that code division multiple
access provides important system performance benefits such as:

      GREATER CAPACITY. We believe, based on studies by code division
multiple access manufacturers, that code division multiple access systems
can provide system capacity that is approximately seven to ten times
greater than that of current analog technology and approximately three
times greater than time division multiple access and global system for
mobile communications systems.

      PRIVACY AND SECURITY. One of the benefits of code division multiple
access technology is that it combines a constantly changing coding scheme
with a low power signal to enhance call security and privacy.

      SOFT HAND-OFF. Code division multiple access systems transfer calls
throughout the code division multiple access network using a technique
referred to as a soft hand-off, which connects a mobile customer's call
with a new base station while maintaining a connection with the base
station currently in use. Code division multiple access networks monitor
the quality of the transmission received by multiple base stations
simultaneously to select a better transmission path and to ensure that the
network does not disconnect the call in one cell unless replaced by a
stronger signal from another base station. Analog, time division multiple
access and global system for mobile communications networks use a "hard
hand-off" and disconnect the call from the current base station as it
connects with a new one without any simultaneous connection to both base
stations.

      SIMPLIFIED FREQUENCY PLANNING. Frequency planning is the process used
to analyze and test alternative patterns of frequency used within a
wireless network to minimize interference and maximize capacity. Unlike
time division multiple access and global system for mobile communications
based systems, code division multiple access based systems can reuse the
same subset of allocated frequencies in every cell, substantially reducing
the need for costly frequency reuse patterning and constant frequency plan
management.

      LONGER BATTERY LIFE. Due to their greater efficiency in power
consumption, code division multiple access handsets can provide longer
standby time and more talk time availability when used in the digital mode
than handsets using alternative digital or analog technologies.

COMPETITION

      Competition in the wireless communications services industry is
intense. We compete with a number of wireless service providers in our
markets. We believe that our primary competition is with national wireless
providers such as AT & T Wireless Services, Cingular and Voicestream
Wireless, Verizon and Altel.

      We also face competition from resellers, which provide wireless
services to customers but do not hold FCC licenses or own facilities.
Instead, the resellers buy blocks of wireless telephone numbers and
capacity from a licensed carrier and resell services through their own
distribution network to the public. The FCC currently requires all cellular
and wireless personal communications services licensees to permit resale of
carrier services to a reseller.

      In addition, we compete with existing communications technologies
such as paging, enhanced specialized mobile radio service dispatch and
conventional landline telephone companies in our markets. Potential users
of wireless personal communications services systems may find their
communications needs satisfied by other current and developing
technologies. One or two-way paging or beeper services that feature voice
messaging and data display as well as tone-only service may be adequate for
potential customers who do not need to speak to the caller.

      In the future, we expect to face increased competition from entities
providing similar services using other communications technologies,
including satellite-based telecommunications and wireless cable systems.
While some of these technologies and services are currently operational,
others are being developed or may be developed in the future.

      Many of our competitors have significantly greater financial and
technical resources and subscriber bases than we do. Some of our
competitors also have established infrastructures, marketing programs and
brand names. In addition, some of our competitors may be able to offer
regional coverage in areas not served by the Sprint PCS network, or,
because of their calling volumes or relationships with other wireless
providers, may be able to offer regional roaming rates that are lower than
those we offer. Wireless personal communications services operators will
likely compete with us in providing some or all of the services available
through the Sprint PCS network and may provide services that we do not.
Additionally, we expect that existing cellular providers will continue to
upgrade their systems to provide digital wireless communication services
competitive with Sprint PCS. Recently, there has been a trend in the
wireless communications industry towards consolidation of wireless service
providers through joint ventures, mergers and acquisitions. We expect this
consolidation to lead to larger competitors over time. These larger
competitors may have substantial resources or may be able to offer a
variety of services to a large customer base.

      Over the past several years the FCC has auctioned and will continue
to auction large amounts of wireless spectrum that could be used to compete
with Sprint PCS services. Based upon increased competition, we anticipate
that market prices for two-way wireless services generally will decline in
the future. We will compete to attract and retain customers principally on
the basis of:

      o  the strength of the Sprint and Sprint PCS brand names, services
         and features;

      o  nationwide network;

      o  our network coverage and reliability; and

      o  CDMA technology.

      Our ability to compete successfully will also depend, in part, on our
ability to anticipate and respond to various competitive factors affecting
the industry, including:

      o  new services and technologies that may be introduced;

      o  changes in consumer preferences;

      o  demographic trends;

      o  economic conditions; and

      o  discount pricing strategies by competitors.

INTELLECTUAL PROPERTY

      The Sprint diamond design logo is a service mark registered with the
United States Patent and Trademark Office. The service mark is owned by
Sprint. We use the Sprint and Sprint PCS brand names, the Sprint diamond
design logo and other service marks of Sprint in connection with marketing
and providing wireless services within our territories. Under the terms of
the trademark and service mark license agreements with Sprint and Sprint
PCS, we do not pay a royalty fee for the use of the Sprint and Sprint PCS
brand names and Sprint service marks.

      Except in certain instances and other than in connection with the
national distribution agreements, Sprint PCS has agreed not to grant to any
other person a right or license to use the licensed marks in our
territories. In all other instances, Sprint PCS reserves the right to use
the licensed marks in providing its services within or without our
territories.

      The trademark license agreements contain numerous restrictions with
respect to the use and modification of any of the licensed marks. See "Item
1. Business -- Our Affiliation Agreements with Sprint PCS: The Trademark
and Service Mark License Agreements" for more information on this topic.

ENVIRONMENTAL COMPLIANCE

      Our environmental compliance expenditures primarily result from the
operation of standby power generators for our telecommunications equipment
and compliance with various environmental rules during network build-out
and operations. The expenditures arise in connection with standards
compliance or permits which are usually related to generators, batteries or
fuel storage. Our environmental compliance expenditures have not been
material to our financial statements or to our operations and are not
expected to be material in the future.

EMPLOYEES

      As of December 31, 2000, we employed 582 full-time employees. None of
our employees are represented by a labor union. We believe that our
relations with our employees are good.

OUR AFFILIATION AGREEMENTS WITH SPRINT PCS

      We have entered into four major affiliation agreements with Sprint
and Sprint PCS:

      o  a management agreement;

      o  a services agreement; and

      o  two trademark and service mark license agreements with different
         Sprint entities.

      We entered into one set of these agreements with Sprint and Sprint
PCS for our territories in the Southwestern part of the United States and
another set of these agreements for our territories in Wisconsin. Roberts
entered into a set of these agreements for its territories in Illinois,
Kansas and Missouri, which we have assumed pursuant to our acquisition of
Roberts. WOW entered into a set of these agreements for its territories in
Washington and Oregon, which we have assumed pursuant to our acquisition of
WOW. As used herein, the term "operating subsidiaries" refers to each of
our subsidiaries that have entered into affiliation agreements with Sprint
PCS. Unless otherwise indicated below, the description of our affiliation
agreements applies to the affiliation agreements for all four of our
territories.

      Under our affiliation agreements with Sprint PCS, we have the
exclusive right to provide wireless mobility communications network
services under the Sprint and Sprint PCS brand names in our territories.
Sprint PCS holds the spectrum licenses and controls the network through our
agreements with Sprint PCS. Our affiliation agreements with Sprint PCS
require us to interface with the Sprint PCS wireless network by building
our portion of the Sprint PCS network to operate on the 10, 20 or 30 MHZ of
wireless personal communications services frequencies licensed to Sprint
PCS in the 1900 MHZ range.

      The following is a description of the material terms and provisions
of our affiliation agreements and the consent and agreement with Sprint PCS
and Citicorp, that modifies our management agreements for the benefit of
Citicorp, as administrative agent, and the holders of the Senior Secured
Credit Facility and any refinancing thereof. See "-Consent and Agreement
for the Benefit of the Holders of the Senior Secured Credit Facility."

      A breach or event of termination, as the case may be, under any of
our affiliation agreements by one of our operating subsidiaries will also
constitute a breach or event of termination, as the case may be, by all
other operating subsidiaries of the same provision of the applicable
affiliation agreement to which each operating subsidiary is a party. Each
operating subsidiary only has the right to cure its breach and has no right
to cure any breach or event of termination by another operating subsidiary.

THE MANAGEMENT AGREEMENTS

      We entered into one set of management agreements with Sprint and
Sprint PCS for our territories in the Southwestern part of the United
States and another set of these agreements for our territories in
Wisconsin. Roberts entered into a management agreement for its territories
in Illinois, Kansas and Missouri, which we have assumed pursuant to our
acquisition of Roberts. WOW entered into a management agreement for its
territories in Washington and Oregon, which we have assumed pursuant to our
acquisition of WOW. Unless otherwise indicated below, the description of
our management agreements applies to the management agreements for all four
of our territories.

      Under our management agreements with Sprint PCS, we have agreed to:

      o  own, construct and manage a wireless personal communications
         services network in our territories in compliance with FCC license
         requirements and other technical requirements contained in our
         management agreements;

      o  distribute Sprint PCS products and services;

      o  use Sprint PCS' and our own distribution channels in our
         territories;

      o  conduct advertising and promotion activities in our territories;
         and

      o  manage that portion of Sprint PCS' customer base assigned to our
         territories.

      Sprint PCS will supervise our wireless personal communications
services network operations and has the right to unconditional access to
our portion of the Sprint PCS network, including the right to test and
monitor any of our facilities and equipment.

      EXCLUSIVITY. We are designated as the only person or entity that can
manage or operate a wireless mobility communications network for Sprint PCS
in our territories. Sprint PCS is prohibited from owning, operating,
building or managing another wireless communications network in our
territories while our management agreements are in place and no event has
occurred that would permit such agreements to terminate. Sprint PCS is
permitted to make national sales to companies in our territories and, as
required by the FCC, to permit resale of the Sprint PCS products and
services in our territories. Our management agreements prohibit us from
interfering with others who resell Sprint PCS products and services in our
territories.

      If Sprint PCS decides to expand the geographic size of our build-out
within our territories, Sprint PCS must provide us with written notice of
the proposed expansion.

      Under our management agreements for our territories in the Southwest,
Wisconsin, and the territories we assumed pursuant to our acquisition of
Roberts, we have a 90-day right of first refusal to build out the proposed
expansion area. If we choose not to build out the proposed area, then
Sprint PCS may build out the area itself or allow another Sprint PCS
network partner to do so.

      Under our management agreement for the territories we assumed
pursuant to our acquisition of WOW, we have agreed to build out any
proposed expansion area. Sprint PCS has agreed not to require any new
coverage during the first two years of such management agreement or to
require coverage that exceeds the capacity and footprint parameters that
Sprint PCS has adopted for all its comparable markets. The management
agreement also contains a mechanism for us to appeal to Sprint PCS if the
build-out is not economically advantageous for us. If we fail to build out
the proposed expansion area, Sprint PCS has the termination rights
described below under "-Termination of Management Agreements."

      NETWORK BUILD-OUT. Our management agreements specify the terms of the
Sprint PCS affiliation, including the required network build-out plan. We
have agreed to cover a specified percentage of the population within each
of the markets, which make up our territories by specified dates. Our
current build-out plans will satisfy the network build-out requirements set
forth in our management agreements.

      If technically feasible and commercially reasonable, we have agreed
to provide for a seamless handoff of a call initiated in our territories to
a neighboring Sprint PCS network. Our management agreements require us to
reimburse Sprint PCS one-half of the microwave clearing costs for our
territories.

      PRODUCTS AND SERVICES. Our management agreements identify the
products and services that we can offer in our territories. These services
include, but are not limited to, Sprint PCS consumer and business products
and services available as of the date of the agreements, or as modified by
Sprint PCS. We are allowed to sell wireless products and services that are
not Sprint PCS products and services if those additional products and
services do not cause distribution channel conflicts or, in Sprint PCS'
sole determination, consumer confusion with Sprint PCS' products and
services. We also cannot sell non-Sprint PCS products and services if it
would hamper our build-out of the network. Under our management agreement
for our Wisconsin territories, if Sprint PCS begins to offer nationally a
product or service that we already offer, then that product or service will
be considered to be a Sprint PCS product or service.

      We may also sell services such as specified types of long distance
service, Internet access, handsets, and prepaid phone cards with Sprint,
Sprint PCS and other Sprint network partners. If we decide to use third
parties to provide these services, we must give Sprint PCS an opportunity
to provide the services on the same terms and conditions. We cannot offer
wireless local loop services specifically designed for the competitive
local exchange market in areas where Sprint owns the local exchange carrier
unless we name the Sprint-owned local exchange carrier as the exclusive
distributor or Sprint PCS approves the terms and conditions. Sprint does
not own the local exchange carrier in a majority of the markets in our
territories.

      NATIONAL SALES PROGRAMS. We must participate in the Sprint PCS sales
programs for national sales to customers, and will pay the expenses and
receive the compensation from Sprint PCS sales to national accounts located
in our territories. We must use Sprint's long distance service, which we
can buy at the best prices offered to comparably situated Sprint customers.

      SERVICE PRICING, ROAMING AND FEES. We must offer Sprint PCS
subscriber pricing plans designated for regional or national offerings,
including Sprint PCS' "Free & Clear" plans. We are permitted to establish
our own local price plans for Sprint PCS' products and services offered
only in our territories, subject to Sprint PCS' approval. We are entitled
to receive a weekly fee from Sprint PCS equal to 92% of "collected
revenues" for all obligations under our management agreements, adjusted by
the cost of customer services provided to us by Sprint PCS. "Collected
revenues" include revenue from Sprint PCS subscribers based in our
territories and inbound non-Sprint PCS roaming. Sprint PCS will retain 8%
of the collected revenues. Outbound non-Sprint PCS roaming revenue, inbound
and outbound Sprint PCS roaming fees, proceeds from the sales of handsets
and accessories, proceeds from sales not in the ordinary course of
business, amounts collected with respect to taxes and, for our Wisconsin
territories only, proceeds from sales of our products and services, are not
considered collected revenues. Except in the case of taxes, we will retain
100% of these revenues. Many Sprint PCS subscribers purchase bundled
pricing plans that allow Sprint PCS roaming anywhere on the Sprint PCS
network without incremental Sprint PCS roaming charges. However, we will
earn Sprint PCS roaming revenue for every minute that a Sprint PCS
subscriber from outside our territories enters our territories and uses our
services. We will earn revenue from Sprint PCS based on a per minute rate
established by Sprint PCS when Sprint PCS' or its affiliates' subscribers
roam on our portion of the Sprint PCS network. Similarly, we will pay the
same rate for every minute Sprint PCS subscribers who are based in our
territories use the Sprint PCS network outside our territories. The analog
roaming rate onto a non-Sprint PCS provider's network is set under Sprint
PCS' third party roaming agreements.

      VENDOR PURCHASE AGREEMENTS. We may participate in discounted
volume-based pricing on wireless-related products and warranties Sprint PCS
receives from its vendors. Sprint PCS will use commercially reasonable
efforts to obtain for us the same prices as Sprint PCS receives from its
vendors.

      ADVERTISING AND PROMOTIONS. Sprint PCS uses national as well as
regional television, radio, print, outdoor and other advertising campaigns
to promote its products. We benefit from the national advertising at no
additional cost to us. In addition to Sprint PCS' national advertising
campaigns, we advertise and promote Sprint PCS products and services on a
local level in our markets at our cost. We have the right to use any
promotion or advertising materials developed by Sprint PCS and only have to
pay the incremental cost of using those materials, such as the cost of
local radio and television advertisement placements and incremental
printing costs. Sprint PCS also runs numerous promotional campaigns, which
provide customers with benefits such as additional features at the same
rate or free minutes of use for, limited time periods. We offer these
promotional campaigns to potential customers in our territories.

      PROGRAM REQUIREMENTS. We must comply with Sprint PCS' program
requirements for technical standards, customer service standards, roaming
coverage and national and regional distribution and national accounts
programs. Sprint PCS can adjust the program requirements at any time. We
have the right to appeal to the management of Sprint PCS if adjustments to
program requirements will:

      o  cause us to incur a cost exceeding 5% of the sum of our
         stockholders' equity plus our outstanding long term debt; or

      o  cause our operating expenses on a per-unit basis using a ten year
         time frame to increase by more than 10% on a net present value
         basis.

      If Sprint PCS denies our appeal and we fail to comply with the
program adjustment, Sprint PCS has the termination rights described below
under "-Termination of Management Agreements."

      Under our management agreements for our Wisconsin and Southwest
territories, Sprint PCS has agreed that it will use commercial
reasonableness to adjust the Sprint PCS retail store and customer service
requirements for cities located within those territories that have a
population of less than 100,000.

      NON-COMPETITION. We may offer Sprint PCS products and services
outside our territories without the prior written approval of Sprint PCS.
We may offer, market or promote telecommunications products and services
within our territories only under the Sprint PCS brands, our own brand,
brands of our related parties or other products and services approved under
our management agreements, except that no brand of a significant competitor
of Sprint PCS or its related parties may be used for those products and
services. To the extent we have or will obtain licenses to provide wireless
personal communications services outside our territories, we may not use
the spectrum to offer Sprint PCS products and services without prior
written consent from Sprint PCS.

      INABILITY TO USE NON-SPRINT PCS BRAND. We may not market, promote,
advertise, distribute, lease or sell any of the Sprint PCS products and
services on a non-branded, "private label" basis or under any brand,
trademark or trade name other than the Sprint PCS brand, except for sales
to resellers or as otherwise permitted under the Trademark and Service Mark
License Agreements.

      TRANSFER OF SPRINT PCS NETWORK. Sprint PCS can sell, transfer or
assign its wireless personal communications services network to a third
party if the third party agrees to be bound by the terms of our management
agreements and our services agreements.

      CHANGE  IN  CONTROL.  Sprint  PCS must  approve  our  change in
control, but this consent cannot be unreasonably withheld.

      RIGHTS OF FIRST REFUSAL. Sprint PCS has rights of first refusal,
without further stockholder approval, to buy our assets upon a proposed
sale of all or substantially all of our assets used in the operation of our
portion of the Sprint PCS network.

      TERM. Each of our management agreements has an initial term of 20
years with three 10-year renewal options, which would lengthen each of our
management agreements to a total term of 50 years. The three 10-year
renewal terms automatically occur unless either Sprint PCS or we provide
the other with two years prior written notice to terminate the agreement or
unless we are in material default of its obligations under such agreement.

      TERMINATION OF OUR MANAGEMENT AGREEMENTS. Our management agreements
can be terminated as a result of the following events:

      o  termination of Sprint PCS' spectrum licenses;

      o  an uncured breach under our management agreements;

      o  bankruptcy of a party to our management agreements;

      o  our management agreements not complying with any applicable law in
         any material respect; or

      o  the termination of any of our trademark and service mark
         license agreements.

      The termination or non-renewal of our management agreements triggers
some of our rights and some of those of Sprint PCS. The right of either
party to require the other party to purchase or sell the operating assets
is discussed below.

      If we have the right to terminate our management agreements because
of an event of termination caused by Sprint PCS, generally we may:

      o  require Sprint PCS to purchase all of our operating assets used in
         connection with our portion of the Sprint PCS network for an
         amount equal to at least 80% of our "entire business value" as
         defined below;

      o  in all areas in our territories where Sprint PCS is the licensee
         for 20 MHZ or more of the spectrum on the date it terminates our
         management agreements, require Sprint PCS to assign to us, subject
         to governmental approval, up to 10 MHZ of licensed spectrum for an
         amount equal to the greater of either the original cost to Sprint
         PCS of the license plus any microwave clearing costs paid by
         Sprint PCS or 9% of our "entire business value;" or

      o  choose not to terminate our management agreements and sue Sprint
         PCS for damages or submit the matter to arbitration.

      If Sprint PCS has the right to terminate our management agreements
because of an event of termination caused by us, generally Sprint PCS may:

      o  require us, without further stockholder approval, to sell our
         operating assets to Sprint PCS for an amount equal to 72% of our
         "entire business value";

      o  require us to purchase, subject to governmental approval, the
         licensed spectrum in our territories for an amount equal to the
         greater of either the original cost to Sprint PCS of the license
         plus any microwave relocation costs paid by Sprint PCS or 10% of
         our "entire business value";

      o  take any action as Sprint PCS deems necessary to cure its breach
         of our management agreements, including assuming responsibility
         for, and operating, our portion of the Sprint PCS network; or

      o  not terminate our management agreements and sue us for damages or
         submit the matter to arbitration.

      In connection with the Senior Secured Credit Facility, Sprint PCS
entered into a consent and agreement with Citicorp, that modifies Sprint
PCS' rights and remedies under our affiliation agreements for the benefit
of Citicorp, as administrative agent, and the holders of the Senior Secured
Credit Facility and any refinancing thereof. The consent and agreement with
Citicorp provides, among other things, that our affiliation agreements
generally may not be terminated by Sprint PCS until all our outstanding
indebtedness under the Senior Secured Credit Facility is satisfied in full
pursuant to the terms of the consent and agreement. See "-Consent and
Agreement for the Benefit of the Holders of the Senior Secured Credit
Facility."

      NON-RENEWAL. If Sprint PCS gives us timely notice that it does not
intend to renew our management agreements, we may:

      o  require Sprint PCS to purchase all of our operating assets used in
         connection with our portion of the Sprint PCS network for an
         amount equal to 80% of our "entire business value"; or

      o  in all areas in our territories where Sprint PCS is the licensee
         for 20 MHZ or more of the spectrum on the date it terminates such
         management agreement, require Sprint PCS to assign to us, subject
         to governmental approval, up to 10 MHZ of licensed spectrum for an
         amount equal to the greater of either the original cost to Sprint
         PCS of the license plus any microwave relocation costs paid by
         Sprint PCS or 10% of our "entire business value."

      If we give Sprint PCS timely notice of non-renewal, or we and Sprint
PCS both give notice of non-renewal, or any of our management agreements
expire with neither party giving a written notice of non-renewal, or if any
of our management agreements can be terminated for failure to comply with
legal requirements or regulatory considerations, Sprint PCS may:

      o  purchase all of our operating assets, without further stockholder
         approval, for an amount equal to 80% of our "entire business
         value"; or

      o  require us to purchase, subject to governmental approval, the
         licensed spectrum in our territories for an amount equal to the
         greater of either the original cost to Sprint PCS of the license
         plus any microwave clearing costs paid by Sprint PCS or 10% of our
         "entire business value."

      DETERMINATION OF ENTIRE BUSINESS VALUE. If our "entire business
value" is to be determined, Sprint PCS and we will each select one
independent appraiser and the two appraisers will select a third appraiser.
The three appraisers will determine our "entire business value" on a going
concern basis using the following principles:

      o  the "entire business value" is based on the price a willing buyer
         would pay a willing seller for the entire on-going business;

      o  then-current customary means of valuing a wireless
         telecommunications business will be used;

      o  the business is conducted under the Sprint and Sprint PCS brands
         and our affiliation agreements with Sprint PCS;

      o  that we own the spectrum and frequencies presently owned by Sprint
         PCS and subject to our affiliation agreements with Sprint PCS; and

      o  the valuation will not include any value for businesses not
         directly related to the Sprint PCS products and services, and
         those businesses will not be included in the sale.

      INSURANCE. We are required to obtain and maintain with financially
reputable insurers who are licensed to do business in all jurisdictions
where any work is performed under our management agreement and who are
reasonably acceptable to Sprint PCS, workers' compensation insurance,
commercial general liability insurance, business automobile insurance,
umbrella excess liability insurance and "all risk" property insurance.

      INDEMNIFICATION. We have agreed to indemnify Sprint PCS and its
directors, employees and agents and related parties of Sprint PCS and their
directors, employees and agents against any and all claims against any of
the foregoing arising from our violation of any law, a breach by us of any
representation, warranty or covenant contained in our management agreements
or any other agreement between such us and Sprint PCS, our ownership of the
operating assets or the actions or the failure to act of anyone employed or
hired by us in the performance of any work under such agreement, except we
will not be obligated to indemnify Sprint PCS for any claims arising solely
from the negligence or willful misconduct of Sprint PCS. Sprint PCS has
agreed to indemnify us and our directors, employees and agents against all
claims against any of the foregoing arising from Sprint PCS' violation of
any law and from Sprint PCS' breach of any representation, warranty or
covenant contained in our management agreements or any other agreement
between us and Sprint PCS, except Sprint PCS will not be obligated to
indemnify us for any claims arising solely from our negligence or willful
misconduct.

      DISPUTE RESOLUTION. If the parties cannot resolve any dispute between
themselves and our management agreements does not provide a remedy, then
either party may require that any dispute be resolved by a binding
arbitration.

THE SERVICES AGREEMENTS

      We entered into one set of services agreements with Sprint and Sprint
PCS for our territories in the Southwestern part of the United States and
another set of these agreements for our territories in Wisconsin. Roberts
entered into a services agreement for its territories in Illinois, Kansas
and Missouri, which we have assumed pursuant to our acquisition of Roberts.
WOW entered into a services agreement for its territories in Washington and
Oregon, which we have assumed pursuant to our acquisition of WOW. Unless
otherwise indicated below, the description of our services agreements
applies to the services agreements for all four of our territories.

      Our services agreements outline various back office services provided
by Sprint PCS and available to us for an adjustment to our 92% fee. Sprint
PCS can change the amount of adjustment for any or all of the services one
time in any twelve month period. We have the option to cancel a service
upon notification of a fee increase, and if we decide to cancel the
service, then Sprint PCS, at our option, must continue to provide that
service for nine months at the original price. Some of the available
services include: billing, customer care, activation, credit checks,
handset logistics, home locator record, voice mail, prepaid services,
directory assistance, operator services, roaming fees, roaming
clearinghouse fees, interconnect fees and inter-territories fees. Sprint
PCS offers three packages of available services. Each package identifies
which services must be purchased from Sprint PCS and which may be purchased
from a vendor or provided in-house. Essentially, services such as billing,
activation and customer care must all be purchased from Sprint PCS or none
may be purchased from Sprint PCS. We have chosen to initially delegate the
performance of these services to Sprint PCS, but we may develop an
independent capability with respect to these services over time. Sprint PCS
may contract with third parties to provide expertise and services identical
or similar to those to be made available or provided to us. We have agreed
not to use the services performed by Sprint PCS in connection with any
other business or outside our territories. We may discontinue use of any
service upon three months' prior written notice, while Sprint PCS must give
nine months notice if it will no longer offer any service.

      We have agreed with Sprint PCS to indemnify each other as well as
affiliates, officers, directors and employees for violations of law or the
services agreements except for any liabilities resulting from the
negligence or willful misconduct of the person seeking to be indemnified or
its representatives. Our services agreements also provide that no party
will be liable to the other party for special, indirect, incidental,
exemplary, consequential or punitive damages, or loss of profits arising
from the relationship of the parties or the conduct of business under, or
breach of, such services agreement except as may otherwise be required by
the indemnification provisions. Our services agreements automatically
terminate upon termination of our management agreements, and neither party
may terminate the services agreements for any reason other than the
termination of the management agreements.

THE TRADEMARK AND SERVICE MARK LICENSE AGREEMENTS

      We entered into one set of trademark and service mark license
agreements with Sprint and Sprint PCS for our territories in the
Southwestern part of the United States and another set of these agreements
for our territories in Wisconsin. Roberts entered into a trademark and
service mark license agreement for its territories in Illinois, Kansas and
Missouri, which we have assumed pursuant to our acquisition of Roberts. WOW
entered into a trademark and service mark license agreement for its
territories in Washington and Oregon, which we have assumed pursuant to our
acquisition of WOW. Unless otherwise indicated below, the description of
the trademark and service mark license agreements applies to the trademark
and service mark license agreements for all four of our territories.

      We have a non-transferable license to use, at no additional cost to
us, the Sprint and Sprint PCS brand names and "diamond" symbol, and several
other U.S. trademarks and service marks such as "The Clear Alternative to
Cellular" and "Clear Across the Nation" on Sprint PCS products and
services. We believe that the Sprint and Sprint PCS brand names and symbols
enjoy a high degree of recognition, providing us an immediate benefit in
the market place. Our use of the licensed marks is subject to our adherence
to quality standards determined by Sprint and Sprint PCS and use of the
licensed marks in a manner, which would not reflect adversely on the image
of quality symbolized, by the licensed marks. We have agreed to promptly
notify Sprint and Sprint PCS of any infringement of any of the licensed
marks within our territories of which we become aware and to provide
assistance to Sprint and Sprint PCS in connection with Sprint's and Sprint
PCS' enforcement of their respective rights. We have agreed with Sprint and
Sprint PCS that we will indemnify the other for losses incurred in
connection with a material breach of the trademark license agreements
between Sprint, Sprint PCS and us. In addition, we have agreed to indemnify
Sprint and Sprint PCS from any loss suffered by reason of our use of the
licensed marks or marketing, promotion, advertisement, distribution, lease
or sale of any Sprint or Sprint PCS products and services other than losses
arising solely out of our use of the licensed marks in compliance with
certain guidelines.

      Sprint and Sprint PCS can terminate our trademark and service mark
license agreements if we file for bankruptcy or materially breach our
agreement or if our management agreements are terminated. We can terminate
our trademark and service mark license agreements upon Sprint's or Sprint
PCS' abandonment of the licensed marks or if Sprint or Sprint PCS files for
bankruptcy or our management agreements are terminated. However, Sprint and
Sprint PCS can assign their interests in the licensed marks to a third
party if that third party agrees to be bound by the terms of our trademark
and service mark license agreements.

CONSENT AND AGREEMENT FOR THE BENEFIT OF THE HOLDERS OF THE SENIOR SECURED
CREDIT FACILITY

      Sprint PCS entered into a consent and agreement with Citicorp, as
administrative agent, that modifies Sprint PCS' rights and remedies under
our affiliation agreements with Sprint PCS, for the benefit of Citicorp and
the holders of the Senior Secured Credit Facility and any refinancing
thereof.

      The consent and agreement between Sprint PCS and Citicorp generally
provides, among other things, the following:

      o  Sprint PCS' consent to the pledge of substantially all of our
         assets, including our rights in our affiliation agreements with
         Sprint PCS;

      o  that our affiliation agreements with Sprint PCS may not be
         terminated by Sprint PCS until all outstanding obligations under
         the Senior Secured Credit Facility are satisfied in full pursuant
         to the terms of the consent and agreement, unless our operating
         subsidiaries or assets are sold to a purchaser who does not
         continue to operate the business as a Sprint PCS network
         affiliate, which sale requires the approval of Citicorp;

      o  Sprint PCS may not exercise its right under our management
         agreements to purchase our assets until all obligations pursuant
         to the Senior Secured Credit Facility have been paid in full in
         cash and all commitments to advance credit under such facility
         have been terminated or have expired. However, Sprint PCS retains
         the option to purchase our assets if it first pays all obligations
         under the Senior Secured Credit Facility and such facility is
         terminated in connection with such payment;

      o  for redirection of payments due to us under our management
         agreements from Sprint PCS to Citicorp during the continuation of
         any default by us under the Senior Secured Credit Facility;

      o  for Sprint PCS and Citicorp to provide to each other notices of
         default by us under our management agreements and the Senior
         Secured Credit Facility, respectively;


      o  the ability to appoint interim replacements, including Sprint PCS
         or a designee of the administrative agent under the Senior Secured
         Credit Facility, to operate our portion of the Sprint PCS network
         under our affiliation agreements after an event of default under
         the Senior Secured Credit Facility or an event of termination
         under our affiliation agreements;


      o  subject to certain requirements and limitations, the ability of
         Sprint PCS to assign our affiliation agreements with Sprint PCS
         and sell our assets or the partnership interests, membership
         interests or other equity interests of our operating subsidiaries
         to a qualified purchaser that is not a major competitor of Sprint
         PCS or Sprint, free of the restrictions on assignment and change
         of control in our management agreements, if our obligations under
         the Senior Secured Credit Facility have been accelerated after a
         default by us; and

      o  subject to certain requirements and limitations, that if Sprint
         PCS enters into consent and agreement documents with
         similarly-situated lenders that have provisions that are more
         favorable to the lender, Sprint PCS will give Citicorp written
         notice of the amendments and will amend our consent and agreement
         with Citicorp in the same manner at Citicorp's request;
         consequently, from time to time, Citicorp and Sprint PCS may
         modify our consent and agreement so that it will contain terms and
         conditions more favorable to Citicorp.

      SPRINT PCS' RIGHT TO PURCHASE ON ACCELERATION OF AMOUNTS OUTSTANDING
UNDER THE SENIOR SECURED CREDIT FACILITY. Subject to the requirements of
applicable law, so long as the Senior Secured Credit Facility remains
outstanding, Sprint PCS has the right to purchase our operating assets or
the partnership interests, membership interests or other equity interests
of our operating subsidiaries, upon its receipt of notice of an
acceleration of the Senior Secured Credit Facility, under the following
terms:

      o  Sprint PCS elects to make such a purchase within a specified
         period;

      o  the purchase price is the greater of an amount equal to 72% of our
         "entire business value" or the amount we owe under the Citicorp
         Senior Secured Credit Facility;

      o  if Sprint PCS has given notice of its intention to exercise the
         purchase right, then the administrative agent is prohibited for a
         specified period after the acceleration, or until Sprint PCS
         rescinds its intention to purchase, from enforcing its security
         interest; and

      o  if we receive a written offer that is acceptable to us to purchase
         our operating assets or the partnership interests, membership
         interests or other equity interests of our operating subsidiaries
         after the acceleration, then Sprint PCS has the right to purchase
         our operating assets or the partnership interests, membership
         interests or other equity interests of our operating subsidiaries,
         as the case may be, on terms at least as favorable to us as the
         offer we receive. Sprint PCS must agree to purchase the operating
         assets or the partnership interests, membership interests or other
         equity interests of our operating subsidiaries within 14 business
         days of its receipt of the offer, on acceptable conditions, and in
         an amount of time acceptable to us and Citicorp.

      Upon acceleration of the Senior Secured Credit Facility, Sprint also
has the right to purchase the obligations under the Senior Secured Credit
Facility by repaying such obligations in full in cash.

      SALE OF OPERATING ASSETS OR THE PARTNERSHIP INTERESTS, MEMBERSHIP
INTERESTS OR OTHER EQUITY INTERESTS OF OUR OPERATING SUBSIDIARIES TO THIRD
PARTIES. If Sprint PCS does not purchase our operating assets or the
partnership interests, membership interests or other equity interests of
our operating subsidiaries after an acceleration of the obligations under
the Senior Secured Credit Facility, then Citicorp may sell our operating
assets or the partnership interests, membership interests or other equity
interests of our operating subsidiaries. Subject to the requirements of
applicable law, including the law relating to foreclosures of security
interests, Citicorp has two options:

      o  to sell our operating assets or the partnership interests,
         membership interests or other equity interests of our operating
         subsidiaries to an entity that meets the requirements to be our
         successor under our affiliation agreements with Sprint PCS; or

      o  to sell our operating assets or the partnership interests,
         membership interests or other equity interests of our operating
         subsidiaries to any third party, subject to specified conditions.


REGULATORY ENVIRONMENT


REGULATION OF THE WIRELESS TELECOMMUNICATIONS INDUSTRY

      The FCC can have a substantial impact upon entities that manage
wireless personal communications service systems and/or provide wireless
personal communications services because the FCC regulates the licensing,
construction, operation, acquisition and interconnection arrangements of
wireless telecommunications systems in the United States.

      The FCC has promulgated, and is in the process of promulgating, a
series of rules, regulations and policies to, among other things:

      o  grant or deny licenses for wireless personal communications
         service frequencies;

      o  grant or deny wireless personal communications service license
         renewals;

      o  rule on assignments and/or transfers of control of wireless
         personal communications service licenses;

      o  govern the interconnection of wireless personal communications
         service networks with other wireless and wireline service
         providers;

      o  establish access and universal service funding provisions;

      o  impose fines and forfeitures for violations of any of the FCC's
         rules; and

      o  regulate the technical standards of wireless personal
         communications services networks.

      The FCC currently prohibits a single entity from having an
attributable interest (defined as any general partnership interest or 20%
or greater equity or voting interest or certain other business
relationships) in broadband wireless personal communications service,
cellular and specialized mobile radio (SMR) licenses totaling more than 45
MHZ in any geographic area. The 45 MHZ cap is raised to 55 MHZ for overlaps
involving cellular Rural Service Areas. The 20% cap is raised to 40% where
the owner is an investment company, a small business or a rural telephone
company. The geographic areas at issue are PCS licensed service areas where
there are overlaps involving 10% or more of the population of such service
area. An entity, such as us, that manages the operations of a broadband
PCS, cellular, or SMR licensee pursuant to a management agreement is also
considered to have an attributable interest in the system it manages.

TRANSFERS  AND  ASSIGNMENTS  OF  WIRELESS   PERSONAL   COMMUNICATIONS
SERVICES LICENSES

      The FCC must give prior approval to the assignment of, or transfers
involving, substantial changes in ownership or control of a wireless
personal communications service license. This means that we and our
stockholders will receive advance notice of any and all transactions
involved in transferring control of Sprint PCS or the assignment of some or
all of the wireless personal communications service licenses held by Sprint
PCS. The FCC proceedings afford us and our stockholders an opportunity to
evaluate proposed transactions well in advance of closing, and to take
actions necessary to protect their interests. Non-controlling interests in
an entity that holds a wireless personal communications service license or
operates wireless personal communications service networks generally may be
bought or sold without prior FCC approval. In addition, the FCC requires
only post-consummation notification of pro forma assignments or transfers
of control of certain commercial mobile radio service licenses.

CONDITIONS OF WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSES

      All wireless personal communications service licenses are granted for
ten year terms conditioned upon timely compliance with the FCC's build-out
requirements. Pursuant to the FCC's build-out requirements, all 30 MHZ
broadband wireless personal communications service licensees must construct
facilities that offer coverage to one-third of the population in their
licensed areas within five years and to two-thirds of the population in
such areas within ten years, and all 10 MHZ broadband wireless personal
communications services licensees must construct facilities that offer
coverage to at least one-quarter of the population in their licensed areas
within five years or make a showing of "substantial service" within that
five-year period.

      If the build-out requirements are not met, wireless personal
communications service licenses could be forfeited. The FCC also requires
licensees to maintain control over their licenses. Our affiliation
agreements with Sprint PCS reflect management agreements that the parties
believe meet the FCC requirements for licensee control of licensed
spectrum.

      If the FCC were to determine that our affiliation agreements with
Sprint PCS need to be modified to increase the level of licensee control,
we have agreed with Sprint PCS to use our best efforts to modify the
agreements to the extent necessary to cause the agreements to comply with
applicable law and to preserve to the extent possible the economic
arrangements set forth in the agreements. If the agreements cannot be so
modified, the agreements may be terminated pursuant to their terms. The FCC
could also impose monetary penalties on Sprint PCS, and possibly revoke one
or more of the Sprint PCS licenses.

WIRELESS PERSONAL COMMUNICATIONS SERVICES LICENSE RENEWAL

      Wireless personal communications service licensees can renew their
licenses for additional ten year terms. Wireless personal communications
service renewal applications are not subject to auctions. However, under
the FCC's rules, third parties may oppose renewal applications and/or file
competing applications. If one or more competing applications are filed, a
renewal application will be subject to a comparative renewal hearing. The
FCC's rules afford wireless personal communications services renewal
applicants involved in comparative renewal hearings with a "renewal
expectancy." The renewal expectancy is the most important comparative
factor in a comparative renewal hearing and is applicable if the wireless
personal communications service renewal applicant has:

      o  provided "substantial service" during its license term; and

      o  substantially complied with all applicable laws and Federal
         Communications Commission rules and policies.

      The FCC's rules define "substantial service" in this context as
service that is sound, favorable and substantially above the level of
mediocre service that might minimally warrant renewal. The FCC's renewal
expectancy and procedures make it very likely that Sprint PCS will retain
the wireless personal communications service licenses that we manage for
the foreseeable future.

INTERCONNECTION

      The FCC has the authority to order interconnection between commercial
mobile radio services, commonly referred to as CMRS, providers and
incumbent local exchange carriers. The FCC has ordered local exchange
carriers to provide reciprocal compensation to commercial mobile radio
service providers for the termination of traffic. Using these rules, we
will assist Sprint PCS in the negotiation of interconnection agreements for
the Sprint PCS network in their market area with all of the Bell operating
companies, including Verizon and several smaller independent local exchange
carriers. Interconnection agreements are negotiated on a state-wide basis.

      If an agreement cannot be reached, parties to interconnection
negotiations can submit outstanding disputes to state authorities for
arbitration. Negotiated interconnection agreements are subject to state
approval. The FCC rules and rulings, as well as the state arbitration
proceedings, will directly impact the nature and cost of the facilities
necessary for interconnection of the Sprint PCS systems with local,
national and international telecommunications networks. They will also
determine the nature and amount of revenues that we and Sprint PCS can
receive for terminating calls originating on the networks of local exchange
and other telecommunications carriers.

OTHER FCC REQUIREMENTS

      In June 1996, the FCC adopted rules that prohibit broadband wireless
personal communications services providers from unreasonably restricting or
disallowing resale of their services or unreasonably discriminating against
resellers. Resale obligations will automatically expire on November 24,
2002. These existing resale requirements and their expiration may somewhat
affect the number of resellers competing with Sprint PCS and its managers
and affiliates in various markets. However, to date, wireless resellers
have not significantly impacted wireless service providers. Any losses in
retail customers have been offset, in major part, by increases in wireless
customers, traffic and wholesale revenues.

      The FCC also adopted rules in June 1996 that require local exchange
and most commercial mobile radio services providers, to program their
networks to allow customers to change service providers without changing
telephone numbers, which is referred to as service provider number
portability. The FCC requires most commercial mobile radio service
providers to implement wireless service provider number portability where
requested in the 100 largest metropolitan areas in the United States by
November 24, 2002. Most commercial mobile radio service providers are
required to implement nationwide roaming by November 24, 2002 as well. The
FCC currently requires most commercial mobile radio service providers to be
able to deliver calls from their networks to ported numbers anywhere in the
country, and to contribute to the Local Number Portability Fund.
Implementation of wireless service provider number portability will require
wireless personal communications service providers like us and Sprint PCS
to purchase more expensive switches and switch upgrades. However, it will
also enable existing cellular customers to change to wireless personal
communications services without losing their existing wireless telephone
numbers, which should make it easier for wireless personal communications
service providers to market their services to existing cellular users.

      The FCC has adopted rules permitting broadband wireless personal
communications service and other commercial mobile radio service providers
to provide wireless local loop and other fixed services that would directly
compete with the wireline services of local exchange carriers. This creates
new markets and revenue opportunities for Sprint PCS and its managers and
affiliates and other wireless providers, and may do so increasingly in
future years. In June 1996, the FCC adopted rules requiring broadband
wireless personal communications services and other commercial mobile radio
services providers to implement enhanced emergency 911 capabilities within
18 months after the effective date of the FCC's rules. The full compliance
with these rules must occur by October 1, 2001. Further waivers of the
enhanced emergency 911 capability requirements may be obtained by
individual service providers by filing a waiver request. The FCC's waivers
and extensions are enabling us, Sprint PCS and other commercial mobile
radio services industry members to delay emergency 911 implementation until
the required equipment becomes more functional and less expensive. However,
at a more reasonable future cost, emergency 911 services may afford
wireless carriers substantial and attractive new service and marketing
opportunities.

      On October 12, 2000, the FCC adopted several measures designed to
remove obstacles to competitive access to customers and facilities in
commercial multiple tenant environments, including the following:

      o  The FCC forbade telecommunications carriers in commercial settings
         from entering into exclusive contracts with building owners,
         including contracts that effectively restrict premises owners or
         their agents from permitting access to other telecommunications
         service providers.

      o  The FCC determined that utilities, including LECs must afford
         telecommunications carriers and cable service providers reasonable
         and nondiscriminatory access to conduits and rights-of-way located
         in customer buildings and campuses, to the extent such conduits
         and rights-of-way are owned or controlled by the utility.

      The FCC also issued a further notice of proposed rulemaking seeking
comment on whether it should adopt additional rules in this area, including
extending certain regulations to include residential as well as commercial
buildings. The final result of this proceeding could affect the
availability and pricing of sites for the Company's antennae and those of
its competitors.

COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT ACT

      The Communications Assistance for Law Enforcement Act, or CALEA,
enacted in 1994 requires wireless personal communications services and
other telecommunications service providers to meet capability and capacity
requirements needed by federal, state and local law enforcement to preserve
their electronic surveillance capabilities. Wireless personal
communications service providers were generally required to comply with the
current industry CALEA capability standard, known as J-STD-025, by June 30,
2000, and with recently adopted additions by September 30, 2001. Wireless
personal communications services providers must comply with the CALEA
capability requirements by September 30, 2001. In addition, most wireless
personal communications service providers are ineligible for federal
reimbursement for the software and hardware upgrades necessary to comply
with the CALEA capability and capacity requirements, but several bills
pending in Congress may expand reimbursement rights if they are enacted.
Finally, the Federal Bureau of Investigation has been discussing with the
industry options for further deferring CALEA compliance requirements in
geographic areas with minimal or nonexistent electronic surveillance needs.

      In addition, the FCC is considering petitions from numerous parties
to establish and implement technical compliance standards pursuant to CALEA
requirements. In sum, CALEA capability and capacity requirements are likely
to impose some additional switching and network costs upon Sprint PCS and
its managers and affiliates and other wireless entities. However, it is
possible that some of these costs will be reduced or delayed if current law
enforcement or legislative initiatives are adopted and implemented during
2000 or thereafter.

OTHER FEDERAL REGULATIONS

      Sprint PCS and its managers and affiliates must bear the expense of
compliance with FCC and Federal Aviation Administration regulations
regarding the siting, lighting and construction of transmitter towers and
antennas. In addition, FCC environmental regulations may cause some of the
Company's base station locations to become subject to the additional
expense of regulation under the National Environmental Policy Act. The FCC
is required to implement this Act by requiring service providers to meet
land use and radio emissions standards.

REVIEW OF UNIVERSAL SERVICE REQUIREMENTS

      The FCC and certain states have established "universal service"
programs to ensure that affordable, quality telecommunications services are
available to all Americans. Sprint PCS is required to contribute to the
federal universal service program as well as existing state programs. The
FCC has determined that Sprint PCS' "contribution" to the federal universal
service program is a variable percentage of "end-user telecommunications
revenues." Although many states are likely to adopt a similar assessment
methodology, the states are free to calculate telecommunications service
provider contributions in any manner they choose as long as the process is
not inconsistent with the FCC's rules. At the present time it is not
possible to predict the extent of the Sprint PCS total federal and state
universal service assessments or its ability to recover from the universal
service fund. However, some wireless entities are seeking state commission
designation as "eligible telecommunications carriers," enabling them to
receive federal and state universal service support, and are preparing to
compete aggressively with wireline telephone companies for universal
service revenue. Because we manage substantial rural areas for Sprint PCS,
it is likely to receive revenues in the future from federal and state
universal service support funds that are much greater than the reductions
in its revenues due to universal service contributions paid by Sprint PCS.

PARTITIONING; DISAGGREGATION

      FCC rules allow broadband wireless personal communications services
licensees to partition their market areas and/or to disaggregate their
assigned spectrum and to transfer partial market areas or spectrum
assignments to eligible third parties. These rules may enable us to
purchase wireless personal communications service spectrum from Sprint PCS
and other wireless personal communications services licensees as a
supplement or alternative to the existing management arrangements.

WIRELESS FACILITIES SITING

      States and localities are not permitted to regulate the placement of
wireless facilities so as to "prohibit" the provision of wireless services
or to "discriminate" among providers of those services. In addition, so
long as a wireless system complies with the FCC's rules, states and
localities are prohibited from using radio frequency health effects as a
basis to regulate the placement, construction or operation of wireless
facilities. These rules are designed to make it possible for Sprint PCS and
its managers and affiliates and other wireless entities to acquire
necessary tower sites in the face of local zoning opposition and delays.
The FCC is considering numerous requests for preemption of local actions
affecting wireless facilities siting.

EQUAL ACCESS

      Wireless providers are not required to provide long distance carriers
with equal access to wireless customers for the provision of toll services.
This enables us and Sprint PCS to generate additional revenues by reselling
the toll services of Sprint PCS and other interexchange carriers from whom
we can obtain favorable volume discounts. However, the FCC is authorized to
require unblocked access to toll service providers subject to certain
conditions.

STATE REGULATION OF WIRELESS SERVICE

      Section 332 of the Communications Act preempts states from regulating
the rates and entry of commercial mobile radio service providers. Section
332 does not prohibit a state from regulating the other terms and
conditions of commercial mobile services, including consumer billing
information and practices, billing disputes and other consumer protection
matters. However, states may petition the FCC to regulate those providers
and the FCC may grant that petition if the state demonstrates that:

      o  market conditions fail to protect subscribers from unjust and
         unreasonable rates or rates that are unjustly or unreasonably
         discriminatory; or

      o  such market conditions exist and commercial mobile radio service
         is a replacement for a substantial portion of the landline
         telephone service within the state.

      To date, the FCC has granted no such petition. To the extent Sprint
PCS and its managers and affiliates provide fixed wireless service, we may
be subject to additional state regulation. These standards and rulings have
prevented states from delaying the entry of wireless personal
communications services and other wireless carriers into their
jurisdictions via certification and similar requirements, and from delaying
or inhibiting aggressive or flexible wireless price competition after
entry.

ITEM 2.  PROPERTIES.

      Our headquarters are located in Lubbock, Texas and we lease space in
a number of locations, primarily for our Sprint stores, base stations and
switching centers. As of December 31, 2000 we leased 25 retail stores and 7
switching centers. As of December 31, 2000, we leased space on 486 towers
and owned 4 towers. We collocate with other wireless service providers on
approximately 53% of our towers. We believe that our facilities are
adequate for our current operations and that additional leased space can be
obtained if needed on commercially reasonable terms.

ITEM 3.  LEGAL PROCEEDINGS.


      There are no legal proceedings to which we or any of our subsidiaries
are a party, or to which any of our properties are subject, other than
routine litigation incident to our business which is not material to our
consolidated financial condition or results of operations.


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


      No matters were submitted to a vote of shareholders during the fourth
quarter of 2000.


                                  PART II

ITEM  5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.


      Our common stock has traded on The Nasdaq National Market under the
symbol "APCS" since February 3, 2000. Prior to that date, there was no
public market for our common stock. No quoted market prices for our common
stock are available for the years ended December 31, 1999 and 1998. The
following table set forth, for the periods indicated, the range of high and
low sales prices for our common stock as reported on The Nasdaq National
Market.

                     December 31, 2000         Price Range of Common
                     Fiscal Year Ended                  Stock
                     -----------------         ---------------------
                                               High        Low
                                              ------       ------
                     Fourth Quarter           $16.88       $ 6.13
                     Third Quarter            $27.50       $12.50
                     Second Quarter           $41.00       $11.81
                     First Quarter            $43.63       $22.19

      On March 26, 2001, the last reported sales price of our common stock
as reported on The Nasdaq National Market was $10.06 per share. On March
26, 2001, there were 227 holders of record of our common stock.

      We have never declared or paid any cash dividends on our common stock
or other securities. We do not expect to pay cash dividends on our capital
stock in the foreseeable future. We currently intend to retain our future
earnings, if any, to fund the development and growth of our business.
Future dividends, if any, will be determined by our board of directors and
will depend upon our results of operations, financial condition and capital
expenditure plans, as well as other factors that our board of directors
considers relevant.

USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES

      We commenced our initial public offering on February 3, 2000 pursuant
to a Registration Statement on Form S-1, file no. 333-89995, that was
declared effective on February 2, 2000. On February 8, 2000, we consummated
the offering. The managing underwriters of the public offering were Salomon
Smith Barney Inc., Lehman Brothers Inc., Credit Suisse First Boston
Corporation and Deutsche Bank Securities Inc. In the offering, we
registered and sold an aggregate of 12,321,100 shares of our common stock,
including 1,607,100 shares of common stock pursuant to the exercise of the
underwriters' over-allotment option. The aggregate price of the shares
offered and sold was approximately $208.6 million. Our net proceeds, after
accounting for approximately $13.3 million in underwriting discounts and
commissions and approximately $1.0 million in other expenses, were
approximately $194.3 million.

      Through our subsidiary, Alamosa (Delaware), Inc., we commenced our
sale of the 2000 Senior Discount Notes on February 3, 2000 pursuant to a
Registration Statement on Form S-1, file no. 333-93499, that was declared
effective on February 2, 2000. On February 8, 2000, we consummated the
offering. The managing underwriters of the sale of the 2000 Senior Discount
Notes were Salomon Smith Barney Inc., Credit Suisse First Boston
Corporation and Lehman Brothers Inc. In the offering, we registered and
sold $350 million aggregate principal amount at maturity of the 2000 Senior
Discount Notes at an aggregate price to the public of $187.1 million. Our
net proceeds from the sale of the 2000 Senior Discount Notes, after
accounting for approximately $6.1 million in underwriting discounts and
commissions and other offering expenses, were approximately $181 million.

ITEM 6.  SELECTED FINANCIAL DATA.


      The selected financial data presented below under the captions
"Statement of Operations Data," "Per Share Data," and "Balance Sheet Data"
have been derived from the consolidated balance sheets at December 31,
2000, 1999 and 1998, and the related statements of operations for the years
ended December 31, 2000 and 1999, and the period from July 16, 1998
(inception) to December 31, 1998, and the notes thereto appearing elsewhere
herein.

      It is important that you also read "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operation" and the
financial statements for the periods ended December 31, 2000, 1999 and
1998, and the related notes.

<TABLE>
<CAPTION>

                                                                          FOR THE PERIOD
                                                                           JULY 16, 1998
                            FOR THE YEAR ENDED    FOR THE YEAR ENDED    (INCEPTION) THROUGH
                            DECEMBER 31, 2000      DECEMBER 31, 1999     DECEMBER 31, 1998
                            ------------------    ------------------     -------------------
                               (DOLLARS IN THOUSAND EXCEPT PER SHARE DATA AND OTHER DATA)
STATEMENT OF OPERATIONS DATA:
  Revenues:
<S>                              <C>                     <C>                    <C>
   Service revenues......        $73,500                 $6,534                 $ --
   Product sales.........          9,200                  2,450                   --
                                  ------                 ------                 ----
                                  82,700                  8,984                   --
                                  ------                 ------                 ----
  Cost and expenses:
   Cost of service and
   operations............         55,430                  8,700                   --
   Cost of product sales.         20,524                  5,939                   --
   Selling and marketing.         46,514                 10,811                   --
   General and
   administration........         14,352                 11,149                  956
   Depreciation and
   amortization..........         12,530                  3,057                    2
   Terminated merger and
   acquisition costs.....          2,247                     --                   --
                                 --------                ------                 ----
                                 151,597                 39,656                  958
                                 --------                ------                 ----
  Operating loss.........        (68,897)               (30,672)                (958)
  Net loss...............        (80,188)               (32,836)                (924)

PER SHARE DATA:
  Basic and diluted net
  loss per share of
  common stock(1)........        $ (1.33)                    --                   --
  Basic and diluted pro
  forma net loss per
  share of common stock
  (1)....................             --                   (.68)(2)             (.02)(2)

OTHER DATA:
  Number of subscribers at
  end of period..........        132,940                 31,876                   --


                                  AS OF             AS OF             AS OF
                            DECEMBER 31, 2000  DECEMBER 31, 1999  DECEMBER 31, 1998
                            -----------------  -----------------  -----------------
BALANCE SHEET DATA:
  Cash and cash equivalents...  $   141,768         $   5,656        $   13,529
  Property and equipment,
  net.........................      228,983            84,714             2,093
  Total assets................      458,398           104,492            15,674
  Short-term debt(3)..........           36               385                44
  Long-term debt..............      264,843(5)         72,753(4)            708(6)
  Total liabilities...........      327,000            93,052             1,598
  Equity......................      131,398            11,440            14,076
</TABLE>

(1)   Diluted weighted average shares outstanding exclude the common shares
      issuable on the exercise of stock options because inclusion would
      have been antidilutive. The presentation of the pro forma net loss
      per share of common stock gives effect to adjustments for federal and
      state income taxes as if Alamosa had been taxed as a C Corporation
      for the year ended December 31, 1999 and for the period July 16, 1998
      (inception) through December 31, 1998.


(2)   Reflects the February 2000 reorganization of Alamosa PCS, LLC from a
      limited liability company to a corporation as if it had occurred upon
      inception.

(3)   Reflects capital lease obligations of $35,778 as of December 31,
      2000. Reflects notes payable of $363,665 and capital lease
      obligations of $21,818 as of December 31, 1999 and notes payable of
      $23,637 and capital lease obligations of $20,145 as of December 31,
      1998.

(4)   Reflects indebtedness incurred under the EDC credit facility of
      $71,876,379, capital lease obligations of $827,024 and other long
      term notes payable of $50,035.

(5)   Reflects indebtedness incurred under the EDC credit facility of
      $54,524,224, capital lease obligations of $1,038,614 and senior
      discount notes of $209,279,908.

(6)   Reflects capital lease obligations of $708,074.

ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATION.

      You should read the following discussion and analysis when you read
the consolidated financial statements and the related notes included in
this annual report on Form 10-K. The discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results could
differ materially from the results anticipated in these forward-looking
statements as a result of factors including, but not limited to, those
under "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation -- Risk Factors" and "This Annual Report Contains
Forward-Looking Statements."

OVERVIEW

      Prior to January 1, 2000, we had very limited operations, very
limited revenues, significant losses, substantial future capital
requirements and an expectation of continued losses. As a result of
significant operational results reflected in the December 31, 2000
financial statements presented in this document, beginning on page F-1, a
comparison of these results to the same period for 1999 may not be
meaningful.

      Since our inception, we have incurred substantial costs to negotiate
our contracts with Sprint PCS and our debt financing, to raise funds in the
public market, to engineer our wireless system, to develop our business
infrastructure and distribution channels and to build-out our portion of
the Sprint PCS network. Prior to the opening of Laredo on June 22, 1999, we
did not have any markets in operation. As of December 31, 2000, our
accumulated deficit was $113.9 million. Through December 31, 2000, we
incurred $244.1 million of capital expenditures and construction in
progress related to the build-out our portion of the Sprint PCS network.
While we anticipate operating losses to continue, we expect revenue to
continue to increase substantially as the base of Sprint PCS subscribers
located in our territories increases.

      On July 17, 1998, we entered into our affiliation agreements with
Sprint PCS. We subsequently amended our affiliation agreements with Sprint
PCS to expand our territories so that as of December 31, 2000 it included
approximately 8.4 million residents.

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

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

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

      On July 31, 2000, we signed definitive agreements to merge two Sprint
network partners, Roberts and WOW into our operations. Roberts has a
management agreement with Sprint PCS to provide personal communications
services to approximately 2.5 million residents primarily in the state of
Missouri, Kansas and Illinois. WOW has a similar management agreement with
Sprint PCS to provide services to approximately 1.5 million people
primarily in Washington and Oregon.

      On February 14, 2000, Alamosa Sub I, our wholly owned subsidiary,
merged with Alamosa PCS Holdings, with Alamosa PCS Holdings surviving the
merger and Alamosa PCS Holdings became our wholly owned subsidiary. Each
share of Alamosa PCS Holdings common stock issued and outstanding
immediately prior to the merger was converted into the right to receive one
share of our common stock. The Roberts and WOW mergers were also completed
that day pursuant to which Roberts and WOW became our subsidiaries. These
transactions were accounted for under the purchase method of accounting.

      We launched Sprint PCS service in our first market, Laredo, Texas, in
June 1999, and have since commenced service in 20 additional markets
through December 31, 2000. At December 31, 2000 our systems covered
approximately 4.5 million residents out of approximately 5.9 million total
residents in those markets. The number of residents covered by our systems
does not represent the number of Sprint PCS subscribers that we expect to
be based in our territories. As of December 31, 2000, 132,940 Sprint PCS
subscribers were based in our territories.

      Additionally, pursuant to our services agreements with Roberts and
WOW prior to closing the mergers on February 14, 2001, we launched markets
in Springfield and Joplin, Missouri for Roberts and Kennewick, Yakima and
Walla Walla, Washington and Klamath Falls, Roseburg and Medford-Grants
Pass, Oregon on behalf of WOW. Roberts and WOW systems cover approximately
1.9 million residents out of approximately 2.4 million total residents in
those territories.

      Pursuant to our services agreements with Roberts and WOW prior to
closing the mergers, we were responsible for the operation of Jefferson
City, Columbia and St. Joseph, Missouri. These markets were in operation
when the services agreements were signed.

REGULATORY DEVELOPMENTS

      See "Item 1. Business -- Regulation of the Wireless
Telecommunications Industry" for a discussion of regulatory developments
that could have a future impact on us.

SEASONALITY

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

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

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

      o  competitive pricing pressures; and

      o  aggressive marketing and promotions.

                           RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR ENDED
DECEMBER 31, 1999

      NET LOSS. Our net loss for the year ended December 31, 2000 was
$80,188,100 as compared to a net loss of $32,835,859 for the year ended
December 31, 1999. These losses were comprised of the continued incurrence
of start-up expenses relative to the preparation of markets for commercial
launch and the operation of markets launched during 1999 and 2000. We
launched 11 markets during the year ended December 31, 1999. For the year
ended December 31, 2000, we launched 10 additional markets.

      SERVICE REVENUES. Service revenues are comprised of subscriber
revenue, Sprint PCS roaming revenue, non-Sprint PCS roaming revenue and
long distance revenue, all of which initially began accruing to us at or
near our first initial commercial launch in June 1999. Subscriber revenue
consists of payments received from Sprint PCS subscribers based in our
territories for monthly Sprint PCS service in our territories under a
variety of service plans. These plans generally reflect the terms of
national plans offered by Sprint PCS and are issued on a month-to-month
basis. We receive Sprint PCS roaming revenue at a per minute rate from
Sprint PCS or another Sprint PCS affiliate when Sprint PCS subscribers
based outside of our territories use our portion of the Sprint PCS network.
Service revenues were $73,499,638 for the year ended December 31, 2000, and
$6,533,623 for the year ended December 31, 1999, due to limited operations
in 1999 and rapid growth in the subscriber base of newly launched markets.

      Non-Sprint PCS roaming revenue primarily consists of fees collected
from Sprint PCS customers based in our territories when they roam on
non-Sprint PCS networks. These fees are based on rates specified in the
customers' contracts. However, it is possible that in some cases these fees
may be less than the amount we must pay to other wireless service providers
that provide service to Sprint PCS customers based in our territories.
Non-Sprint PCS roaming revenue also includes payments from wireless service
providers, other than Sprint PCS, when those providers' customers roam on
our portion of the Sprint PCS network. Our average monthly revenue per user
for Sprint PCS customers in our territories, including long distance and
roaming revenue, was approximately $96 for the period from June 26, 1999 to
December 31, 1999 and was approximately $84 for the year ended December 31,
2000.

      PRODUCT SALES. 100% of the revenue from the sale of handsets and
accessories is recorded, net of an allowance for returns, as product sales.
The amount recorded for the year ended December 31, 2000 totaled $9,200,669
as compared to $2,450,090 for the year ended December 31,1999. Sprint PCS'
handset return policy allows customers to return their handsets for a full
refund within 30 days of purchase. When handsets are returned to us, we may
be able to reissue the handsets to customers at little additional cost to
us. However, when handsets are returned to Sprint PCS for refurbishing, we
receive a credit from Sprint PCS, which is less than the amount we
originally paid for the handset.

      COST OF SERVICE AND OPERATIONS. Expenses totaling $55,429,985 for the
year ended December 31, 2000 and $8,699,903 for the year ended December 31,
1999 related to providing wireless services to customers and are included
in cost of services. Among these costs are the cost of operations, fees
related to data transfer via T-1 and other transport lines,
inter-connection fees, Sprint PCS roaming fees, non-Sprint PCS roaming fees
and other expenses related to operations. Also included is non-cash
compensation expense related to our stock plans of $836,296 and $1,259,427
for the years ended December 2000 and 1999, respectively. We pay Sprint PCS
roaming fees when Sprint PCS subscribers based in our territories use the
Sprint PCS network outside of our territories. Pursuant to our affiliation
agreements with Sprint PCS, Sprint PCS can change this per minute rate. We
pay non-Sprint PCS roaming fees to other wireless service providers when
Sprint PCS customers based in our territories use their network.

      COST OF PRODUCTS SOLD. The cost of equipment sold totaled $20,524,427
for the year ended December 31, 2000 as compared to $5,938,838 for the year
ended December 31, 1999. These amounts include the cost of accessories and
the cost of handsets sold through our retail stores including sales to
local indirects. We expect the cost of handsets to exceed the retail sales
price because we subsidize the price of handsets for competitive reasons.
The handset subsidy included in cost of products sold through our retail
stores totaled $10,961,708 for the year ended December 31, 2000 and
$3,535,532 for the year ended December 31, 1999.

      SELLING AND MARKETING. Selling and marketing expenses totaled
$46,513,835 during 2000 and $10,810,946 for 1999. Selling and marketing
expenses include advertising expenses, promotion costs, sales commissions
and expenses related to our distribution channels and handset subsidy paid
to Sprint PCS for customers based in our territories that purchase handsets
through Sprint PCS or its national retailers. We incur handset subsidy
expense, in addition to that incurred through our retail stores, from other
sales channels such as E-commerce, telemarketing and Sprint PCS national
retailers. The handset subsidy incurred from sources other than our retail
stores is included in selling and marketing. The amount of handset subsidy
included in Selling and Marketing totaled $4,846,009 in 2000 and $1,487,898
in 1999.

      GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses include corporate costs and expenses other than those related to
Cost of Operations and Selling and Marketing. We have incurred significant
general and administrative expenses related to the development of our
system. For the year ended December 31, 2000, General and Administrative
expenses totaled $14,351,839. For the year ended December 31, 1999, these
expenses totaled $11,149,059 and are primarily related to the start-up of
the business and were expensed according to American Institute of Certified
Public Accountants Statement of Position 98-5, "Reporting on the Costs of
Start-up Activities." Also included in general and administrative expenses
is non-cash compensation expense related to our stock plans of $4,814,329
and $6,940,084 for the years ended December 31, 2000 and 1999,
respectively.

      RELATED PARTY EXPENSES. Related party expenses totaled $1,995,942 for
the year ended December 31, 2000 and $1,726,198 for the year ended December
31, 1999. These amounts were primarily comprised of information technology
and other professional consulting expenses incurred in connection with a
contract between us and a telecommunications engineering and consulting
firm. Several key officers and owners of these companies have an equity
ownership interest in us.

      DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
year ended December 31, 2000 totaled $12,530,038 as compared to $3,056,923
for the year ended December 31, 1999. Depreciation is calculated using the
straight line method over the useful life of the asset. We begin to
depreciate the assets for each market only after we open that market.

      INTEREST AND OTHER INCOME. Interest and other income totaling
$14,483,431 for the year ended December 31, 2000 and $477,390 for the year
ended December 31, 1999 generally have been generated from the investment
of equity and loan proceeds held in liquid accounts waiting to be deployed.

      INTEREST EXPENSE. Interest expense totaled $25,774,925 for the year
ended December 31, 2000 and $2,641,293 for the year ended December 31, 1999
and primarily related to interest accretion on the Senior Discount Notes
during 2000 and financing via our credit facility during 1999.


FOR THE PERIOD JULY 16, 1998 (INCEPTION) THROUGH DECEMBER 31, 1998

      REVENUES, DIRECT COSTS AND NET LOSS. From inception through December
31, 1998, our operating activities were directed towards the development of
our business. During July 1998, we signed our affiliation agreements with
Sprint PCS to operate as the exclusive affiliate of Sprint PCS in our
territories. Our operating activities were focused on executing our
build-out plan and developing our network infrastructure. As our first
market did not launch until June 1999, the 1998 period reflects no service
revenues, product sales or related costs associated with services or
products. Our net loss for the period was $923,822, which was principally
comprised of general and administrative expenses.

      GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the period in the amount of $956,331 were comprised primarily
of legal and other professional services of $704,381 related to the start
up of our business and the development of our systems. In addition, we
incurred $166,850 of human resource costs related to preparation for the
1999 launch of our network. Virtually all general and administrative
expenses during this period related to the start-up of the business and
were expensed according to American Institute of Certified Public
Accountants Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities."

INCOME TAXES

      We account for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes." The deferred
tax asset generated, primarily from temporary differences related to the
treatment of start-up costs, unearned compensation and from net operating
loss carry forwards, was offset by a full valuation allowance.

      Our financial statements for the periods ended December 31, 1999 and
December 31, 1998 did not report any effect for federal and state income
taxes since we had elected to be taxed as a partnership prior to our
original Alamosa reorganization. For the periods presented, the members of
the limited liability company recorded our tax losses on their own income
tax returns. Subsequent to the original Alamosa reorganization, we have
accounted for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Had we applied
the provisions of SFAS No. 109 for the period from inception on July 16,
1998 through December 31, 1999, the deferred tax asset generated, primarily
from temporary differences related to the treatment of start-up costs,
unearned compensation and from net operating loss carry forwards, would
have been offset by a full valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES

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

      The EDC Credit Facility was reduced by $75.0 million from the
issuance of the Company's 2000 Senior Discount Notes, such that the EDC
Credit Facility provides for advancing term loan facilities in the
aggregate principal amount of $175.0 million. The terms and conditions of
the EDC Credit Facility were substantially the same as the terms and
conditions of the Nortel credit agreement before the assignment and the
amendments. As of December 31, 2000, approximately $54.5 million of the
$175.0 million EDC Credit Facility had been drawn.

      Pursuant to the equipment agreement with Nortel, we are required to
purchase a total of $167.0 million of equipment and services from Nortel.
As of December 31, 2000, we had remaining commitments of $23.1 million
under the Nortel equipment agreement. These purchases from Nortel were
financed pursuant to the EDC Credit Facility prior to the closing of the
Senior Secured Credit Facility, and, after the closing of the Senior
Secured Credit Facility, have been and will be pursuant to such facility.

      On February 4, 2000, we issued $350.0 million face amount of senior
discount notes (the "2000 Senior Discount Notes"). The 2000 Senior Discount
Notes mature in ten years (February 15, 2010), carry a coupon rate of 12
7/8%, and provide for interest deferral for the first five years. The 2000
Senior Discount Notes will accrete to their $350 million face amount by
February 8, 2005, after which interest will be paid in cash semiannually.

      On January 31, 2001, we issued $250.0 million face amount of senior
notes (the "2001 Senior Notes"). The 2001 Senior Notes mature in ten years
(February 1, 2011), carry a coupon rate of 12 1/2%, payable semiannually on
February 1 and August 1, beginning on August 1, 2001.

      On December 20, 2000, we announced that we had entered into a
commitment letter with Citicorp North America, Salomon Smith Barney,
Toronto Dominion (Texas), First Union National Bank and EDC providing for
the Senior Secured Credit Facility of up to $280.0 million to be made to
one of our subsidiaries. The Senior Secured Credit Facility was closed and
initial funding of $150 million was made on February 14, 2001 in connection
with the completion of the Roberts and WOW mergers. A portion of the
proceeds of the Senior Secured Credit Facility were used (i) to pay the
cash portion of the merger consideration for the Roberts and WOW mergers,
(ii) to refinance existing indebtedness under Alamosa PCS' $175.0 million
credit facility with EDC and under Roberts' and WOW's existing credit
facilities, and (iii) to pay transaction costs. The remaining proceeds will
be used for general corporate purposes, including funding capital
expenditures, subscriber acquisition and marketing costs, purchase of
spectrum and working capital needs.

      The Senior Secured Credit Facility consists of:

      o  A 7-year senior secured 12 month delayed draw term loan facility
         in an aggregate principal amount of up to $240.0 million; and

      o  A 7 year senior secured revolving credit facility in an aggregate
         principal amount of up to $40.0 million, part of which will be
         available in the form of letters of credit.

      Net cash used in operating activities was $29,218,164 for the year
ended December 31, 2000 and $17,089,704 for the year ended December 31,
1999. Cash used in operating activities for the periods was attributable to
operating losses and working capital needs.

      Net cash used in investing activities was $188,162,258 for the year
ended December 31, 2000, and $77,219,021 for the year ended December 31,
1999. The expenditures were related primarily to the purchase of network
infrastructure needed to construct of our portion of the Sprint PCS
network, office equipment and telephone equipment.

      Net cash provided by financing activities was $353,492,878 for the
year ended December 31, 2000 consisting primarily of net proceeds from our
initial public offering of approximately $195 million and net proceeds from
our issuance of 2000 Senior Discount Notes of approximately $181 million.
Net cash provided by financing activities totaled $86,435,359 for the year
ended December 31, 1999 consisting primarily of capital contributions of
$22,000,000 and Nortel draws of $65,967,777.

      As of February 28, 2001, our primary sources of liquidity were
approximately $300 million in cash, $1.6 million in short term investments
and $130.0 million of unused capacity under the $280.0 million Senior
Secured Credit Facility.

      We estimate that we will require approximately $147 million to
complete the current build-out plan and fund working capital losses through
the year 2001. The actual funds required to build-out our portion of the
Sprint PCS network and to fund operating losses and working capital needs
may vary materially from this estimate, and additional funds could be
required.

      We include capital leases related to network equipment and build-out
in construction in progress until service has commenced in their respective
markets. Once that service has commenced, those capital leases are
reclassified to property and equipment. At December 31, 2000, capital
leases totaled $1,074,392 and included long-term capital lease obligations
of $1,038,614. At December 31, 1999 the capital leases totaled $848,842 and
included long-term capital lease obligations of $827,024. Amortization in
the amount of $21,818 was recorded under these leases for the year ended
December 31, 2000 and $30,894 for the year ended December 31, 1999.

INFLATION

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

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      In March 2000, the Financial Accounting Standards Board ("FASB")
issued Interpretation No. 44, ("FIN 44"), "Accounting for Certain
Transactions Involving Stock Compensation-An Interpretation of APB 25."
This Interpretation clarifies (i) the definition of employee for purposes
of applying Opinion 25, (ii) the criteria for determining whether a plan
qualifies as a noncompensatory plan, (iii) the accounting consequence of
various modifications to the terms of a previously fixed stock option or
award, and (iv) the accounting for an exchange of stock compensation awards
in a business combination. FIN 44 is effective July 1, 2000; however,
certain conclusions in the Interpretation cover specific events that occur
after either December 15, 1998, or January 12, 2000. To the extent that
this Interpretation covers events occurring during the period after
December 15, 1998, or January 12, 2000, but before the effective date of
July 1, 2000, the effects of applying this Interpretation will be
recognized on a prospective basis from July 1, 2000. The implementation of
FIN 44 did not have a material effect on our financial position, results of
operations or cash flows.

      In June 1998 and June 1999, the Financial Accounting Standards Board
("FASB"), issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" and SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of FASB
Statement No. 133." These statements require companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedging accounting. SFAS No. 133 will be
effective for the Company's fiscal year ending December 31, 2001.
Management believes that the adoption of these statements will not have a
significant impact on the Company's financial results.

      In December 1999, the Securities and Exchange Commission issued Staff
 Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
 Statements." SAB 101 summarizes certain of the staff's interpretations in
 applying generally accepted accounting principles to revenue recognition.
 The provisions of SAB 101 were required to be adopted during the Company's
 quarter ending December 31, 2000 effective as of January 1, 2000. Pursuant
 to SAB 101, the company began deferring customer activation fee revenue
 and an equal amount of customer acquisition related expenses in October
 2000 when the Company began charging these fees. These deferred amounts
 are amortized over a three-year period, which approximates the average
 life of a customer. For the year ended December 31, 2000, the Company had
 deferred $1,180,413 of activation fee revenue and acquisition related
 expenses and had amortized $77,012. At December 31, 2000, $735,593 of the
 remaining deferral was classified as long-term.

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

RISK FACTORS

      We operate in a changing environment that involves numerous risks,
some of which are beyond our control. The following highlights some of
these risks.

RISKS PARTICULAR TO INDEBTEDNESS

      OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.
We are highly leveraged. On December 31, 2000, after giving effect to the
2001 Senior Notes, the 2000 Senior Discount Notes and the Senior Secured
Credit Facility our total long-term indebtedness would have been
approximately $609 million and on a pro forma consolidated basis giving
effect to the acquisition of Southwest PCS, total approximately $696
million. As of that date, this debt represents approximately 82% and 84%,
respectively, of our total capitalization.

      The Senior Secured Credit Facility and the indentures governing the
2000 Senior Discount Notes and the 2001 Senior Notes permit us to incur
additional indebtedness subject to some limitations.

      Our substantial indebtedness could adversely affect our financial
health by, among other things:

      o  increasing our vulnerability to adverse economic conditions or
         increases in prevailing interest rates, particularly if any of our
         borrowings are at variable interest rates;

      o  limiting our ability to obtain any additional financing we may
         need to operate, develop and expand our business;

      o  requiring us to dedicate a substantial portion of any cash flow
         from operations to service our debt, which reduces the funds
         available for operations and future business opportunities; and

      o  potentially making us more highly leveraged than our competitors,
         which could potentially decrease our ability to compete in our
         industry.

      The ability to make payments on our debt will depend upon our future
operating performance which is subject to general economic and competitive
conditions and to financial, business and other factors, many of which we
cannot control. If the cash flow from our operating activities is
insufficient, we may take actions, such as delaying or reducing capital
expenditures, attempting to restructure or refinance our debt, selling
assets or operations or seeking additional equity capital. Any or all of
these actions may not be sufficient to allow us to service our debt
obligations. Further, we may be unable to take any of these actions on
satisfactory terms, in a timely manner or at all. The Senior Secured Credit
Facility and the indentures for the 2000 Senior Discount Notes and for the
2001 Senior Notes may limit our ability to take several of these actions.
Our failure to generate sufficient funds to pay our debts or to
successfully undertake any of these actions could, among other things,
materially adversely affect the market value of our common stock.

      THE TERMS OF OUR DEBT PLACE RESTRICTIONS ON US AND OUR SUBSIDIARIES
WHICH MAY LIMIT OUR OPERATING FLEXIBILITY AND OUR ABILITY TO PAY DIVIDENDS.
The documents governing the terms of our debt, impose material operating
and financial restrictions on us and our subsidiaries. These restrictions,
subject to ordinary course of business exceptions, may limit our ability
and the ability of our subsidiaries to engage in some transactions,
including the following:

      o  designated types of mergers or consolidations;

      o  paying dividends or other distributions to our stockholders;

      o  making investments;

      o  selling or encumbering assets;

      o  repurchasing our common stock;

      o  changing lines of business;

      o  borrowing additional money; and

      o  engaging in transactions with affiliates.

      These restrictions could limit our ability to obtain debt financing,
repurchase stock, refinance or pay principal or interest on our outstanding
debt, complete acquisitions for cash or debt, or react to changes in our
operating environment.

      IF WE DEFAULT UNDER THE SENIOR SECURED CREDIT FACILITY, THE LENDERS
MAY DECLARE THE DEBT IMMEDIATELY DUE AND SPRINT PCS WILL HAVE THE RIGHT TO
EITHER PURCHASE OUR ASSETS OR PURCHASE THE OUTSTANDING DEBT OBLIGATIONS
UNDER THE SENIOR SECURED CREDIT FACILITY AND FORECLOSE ON OUR ASSETS. The
Senior Secured Credit Facility requires us and our subsidiaries to comply
with specified financial ratios and other performance covenants. If we fail
to comply with these covenants or default on our obligations under the
Senior Secured Credit Facility, the lenders may accelerate the maturity of
the debt. If the lenders accelerate the debt, Sprint PCS will have the
right to either:

      o  purchase our operating assets for an amount equal to the greater
         of (i) 72% of our "entire business value" and (ii) the aggregate
         amount of the outstanding debt under the Senior Secured Credit
         Facility; or

      o  purchase the obligations under the Senior Secured Credit Facility
         by repaying the lenders in full in cash. To the extent Sprint PCS
         purchases these obligations from the lenders, Sprint PCS' rights
         as a senior lender would enable it to foreclose on the assets
         securing the Senior Secured Credit Facility in a manner not
         otherwise permitted under our affiliation agreements with Sprint
         PCS.

      If Sprint PCS does not exercise either of these options, the lenders
under the Senior Secured Credit Facility may sell the assets securing the
facility to third parties. In addition, if Sprint PCS provides notice to
the lenders under the Senior Secured Credit Facility that we are in breach
of our management agreements with Sprint PCS and, as a result, our
obligations under the Senior Secured Credit Facility are accelerated and
Sprint PCS does not elect to operate our business, the lenders under the
Senior Secured Credit Facility may designate a third party to operate our
business.

RISKS RELATING TO OUR BUSINESS, STRATEGY AND OPERATIONS

      WE HAVE A VERY LIMITED OPERATING HISTORY AND WE MAY NOT ACHIEVE OR
SUSTAIN OPERATING PROFITABILITY OR POSITIVE CASH FLOWS, WHICH MAY LIKELY
RESULT IN A DROP IN OUR STOCK PRICE. We have a limited operating history.
We expect to continue to incur significant operating losses and to generate
significant negative cash flow from operating activities at least through
the year ending December 31, 2001. Our operating profitability will depend
upon many factors, including, among others, our ability to market Sprint
PCS services, achieve projected market penetration and manage customer
turnover rates. If we do not achieve and maintain operating profitability
and positive cash flow from operating activities on a timely basis, our
stock price could fall and you could lose all or part of your investment.
We will have to dedicate a substantial portion of any cash flow from
operations to make interest and principal payments on our consolidated
debt, which will reduce funds available for other purposes. If we do not
achieve and maintain positive cash flow from operations on a timely basis,
we may be unable to develop our network or conduct our business in an
effective or competitive manner.

      OUR FAILURE TO OBTAIN ADDITIONAL CAPITAL, IF NEEDED TO COMPLETE THE
BUILD-OUT OF OUR PORTION OF THE SPRINT PCS NETWORK, COULD CAUSE DELAY OR
ABANDONMENT OF OUR DEVELOPMENT PLANS. The build-out of our portions of the
Sprint PCS network will require substantial capital. We estimate that we
will incur approximately $375 million in total capital expenditures through
December 31, 2001 for the build-out of our portion of the Sprint PCS
network. We plan to fund these requirements using existing cash and funds
available from the 2001 Senior Notes and the Senior Secured Credit
Facility. Additional funds could be required for a variety of reasons,
including unforeseen delays, unanticipated expenses, higher than expected
operating losses, engineering design changes and other technology risks or
other corporate purposes. In addition, if the build-out is completed more
rapidly than currently anticipated, or if we contract to develop additional
markets, we will need to raise additional equity or debt capital. These
additional funds may not be available. Even if these funds are available,
we may not be able to obtain them on a timely basis, on terms acceptable to
us or within limitations permitted under the covenants contained in the
documents governing our debt. Failure to obtain additional funds, should
the need for funds develop, could result in the delay or abandonment of our
development and expansion plans and we may be unable to fund its ongoing
operations.

      WE MAY ENCOUNTER DIFFICULTIES IN COMPLETING THE BUILD-OUT OF OUR
PORTION OF THE SPRINT PCS NETWORK, WHICH COULD INCREASE COSTS AND DELAY
COMPLETION OF OUR BUILD-OUT. As part of our build-out, we must successfully
lease or otherwise retain rights to a sufficient number of radio
communications and network control sites, complete the purchase and
installation of equipment, build out the physical infrastructure and test
the network. Some of the radio communications sites are likely to require
us to obtain zoning variances or other local governmental or third party
approvals or permits. Additionally, we must obtain rights to a sufficient
number of tower sites, which will require us to obtain local regulatory
approvals. The local governmental authorities in various locations in our
markets have, at times, placed moratoriums on the construction of
additional towers and radio communications sites. We may also have to make
changes to our radio base station network design as a result of
difficulties in the site acquisition process. Additionally, the FCC
requires that our portion of the PCS network must not interfere with the
operations of microwave radio systems, and Sprint PCS may be required to
relocate incumbent microwave operations to enable us to complete our
build-out. Any of the foregoing developments could increase the costs and
delay the completion of our network build-out. Any failure by us to
construct our portion of the Sprint PCS network on a timely basis may limit
our network capacity and may reduce the number of new Sprint PCS
subscribers. Any significant delays could have a material adverse effect on
our business.

      BECAUSE WE DEPEND HEAVILY ON OUTSOURCING, THE INABILITY OF THIRD
PARTIES TO FULFILL THEIR CONTRACTUAL OBLIGATIONS TO US MAY DISRUPT OUR
SERVICES OR THE BUILD-OUT OF OUR PORTION OF THE SPRINT PCS NETWORK. Because
we outsource portions of our business, we depend heavily on third-party
vendors, suppliers, consultants, contractors and local exchange carriers.
These parties:

      o  design and engineer our systems;

      o  construct base stations, switch facilities and towers;

      o  install T-1 lines; and

      o  deploy our wireless personal communications services network
         systems.

      We are especially dependent on Nortel for network equipment. Pursuant
to the equipment agreement with Nortel, we are required to purchase a total
of $167.0 million of equipment and services from Nortel. As of December 31,
2000, we have remaining commitments of $23.1 million under the Nortel
equipment agreement. In addition, we lease some tower sites for our
wireless systems through a master lease agreement with Omni America
Development Corp. ("Omni America Development") and a master design build
agreement with SBA Towers, Inc. ("SBA"). Both Omni America and SBA in turn
have separate leasing arrangements with each of the owners of the sites. If
Omni America or SBA were to become insolvent or Omni America or SBA were to
breach its leasing arrangements, we may experience extended service
interruption in the areas serviced by those sites. We rely on CHR
Solutions, Inc. for engineering, marketing, operating and other consulting
services. The failure by any of our vendors, suppliers, consultants,
contractors or local exchange carriers to fulfill their contractual
obligations to us could materially delay build out or adversely affect the
operations of our portion of the Sprint PCS network.

      OUR ROAMING ARRANGEMENTS MAY NOT BE COMPETITIVE WITH OTHER WIRELESS
SERVICE PROVIDERS, WHICH MAY RESTRICT OUR ABILITY TO ATTRACT AND RETAIN
CUSTOMERS AND THUS MAY ADVERSELY AFFECT OUR OPERATIONS. We rely on roaming
arrangements with other wireless service providers for coverage in some
areas. Some risks related to these arrangements are as follows:

      o  the quality of the service provided by another provider during a
         roaming call may not approximate the quality of the service
         provided by Sprint PCS;

      o  the price of a roaming call may not be competitive with prices
         charged by other wireless companies for roaming calls;

      o  customers may have to use a more expensive dual-band/dual mode
         handset with diminished standby and talk time capacities;

      o  customers must end a call in progress and initiate a new call when
         leaving the Sprint PCS network and entering another wireless
         network; and

      o  Sprint PCS customers may not be able to use Sprint PCS advanced
         features, such as voicemail notification, while roaming.

      If Sprint PCS customers are not able to roam instantaneously or
efficiently onto other wireless networks, we may lose current Sprint PCS
subscribers and Sprint PCS services will be less attractive to potential
new customers.

      WE ARE LIKELY TO RECEIVE VERY LITTLE NON-SPRINT PCS ROAMING REVENUE
SINCE THE SPRINT PCS NETWORK IS NOT COMPATIBLE WITH MANY OTHER NETWORKS. A
portion of our revenue may be derived from payments by other wireless
service providers for use by their subscribers of the Sprint PCS network in
our territories. However, the technology used in the Sprint PCS network is
not compatible with the technology used by many other systems, which
diminishes the ability of other wireless service providers' subscribers to
use Sprint PCS services. Sprint PCS has entered into few agreements that
enable customers of other wireless service providers to roam onto the
Sprint PCS network. As a result, the actual non-Sprint PCS roaming revenue
that we receive in the future is likely to be low relative to that of other
wireless service providers.

      IF WE RECEIVE LESS REVENUES OR INCUR MORE FEES THAN WE ANTICIPATE FOR
SPRINT PCS ROAMING, OUR RESULTS OF OPERATIONS MAY BE NEGATIVELY AFFECTED.
We are paid a fee from Sprint PCS or a Sprint PCS affiliate for every
minute that a Sprint PCS subscriber based outside of our territories uses
the Sprint PCS network in our territories. Similarly, we pay a fee to
Sprint PCS for every minute that a Sprint PCS subscriber based in our
territories uses the Sprint PCS network outside our territories. Sprint PCS
customers from our territories may spend more time in other Sprint PCS
coverage areas than we anticipate, and Sprint PCS customers from outside
our territories may spend less time in our territories or may use our
services less than we anticipate. As a result, we may receive less Sprint
PCS roaming revenue than we anticipate or we may have to pay more Sprint
PCS roaming fees than we collect. In addition, Sprint PCS could change the
current fee for each Sprint PCS roaming minute used. If we were to receive
less Sprint PCS roaming net revenue than anticipated, our results of
operations may be negatively affected.

      WE MAY NOT BE ABLE TO MANAGE OUR RAPID GROWTH SUCCESSFULLY. We expect
to experience rapid growth and development in a relatively short period of
time as we complete the build-out of our portion of the Sprint PCS network.
The management of this anticipated growth will require, among other things:

      o  continued development of our operational and administrative
         systems;

      o  stringent control of costs and timing of network build-out;

      o  increased marketing activities;

      o  the ability to attract and retain qualified management, technical
         and sales personnel; and

      o  the training of new personnel.

      Our failure to successfully manage our expected rapid growth and
development could impair our ability to complete the build-out of our
portion of the Sprint PCS network, manage the expanding systems in those
territories and achieve profitability.

      OUR PROJECTED BUILD-OUT PLAN DOES NOT COVER ALL AREAS OF OUR
TERRITORIES, WHICH COULD MAKE IT DIFFICULT TO MAINTAIN A PROFITABLE
CUSTOMER BASE. Our projected build-out plan does not cover all areas of our
territories. Upon completion of our current build-out plan, we expect to
cover approximately 72.1% of the resident population in our territories. As
a result, our build-out plan may not adequately serve the needs of the
potential customers in our territories or attract enough subscribers to
operate our business successfully. To correct this potential problem, we
may have to cover a greater percentage of our territories than we currently
anticipate, which we may not have the financial resources to complete or
may be unable to do profitably.

      WE MAY HAVE DIFFICULTY OBTAINING EQUIPMENT THAT IS IN SHORT SUPPLY,
WHICH COULD CAUSE DELAYS IN THE BUILD-OUT OF OUR NETWORK. We depend on our
relationships with manufacturers of equipment used by us to construct our
portion of the Sprint PCS network. The demand for this equipment is
considerable, and some manufacturers could have substantial order backlogs.
If we are unable to rely on these manufacturers, we could have difficulty
obtaining necessary equipment in a timely manner and our costs for
obtaining necessary equipment could increase. As a result, we could suffer
increased costs, delays in the build-out of our portion of the Sprint PCS
network, disruptions in customer service and a reduction in subscribers.

      PARTS OF OUR TERRITORIES HAVE LIMITED LICENSED SPECTRUM, AND THIS MAY
AFFECT THE QUALITY OF OUR SERVICE OR RESTRICT OUR ABILITY TO PURCHASE
SPECTRUM LICENSES FROM SPRINT PCS IN THOSE AREAS. While Sprint PCS has
licenses to use 30 MHZ of spectrum throughout most of our territories, it
has licenses covering only 10 MHZ in New Mexico and Durango and 20 MHZ in
El Paso. In the future, as the number of our subscribers in those areas
increases, this limited licensed spectrum may not be able to accommodate
increases in call volume and may lead to more dropped calls than in other
parts of our territories. In addition, if Sprint PCS were to terminate its
affiliation agreements with us, Sprint PCS would have no obligation to sell
spectrum licenses to us in areas where Sprint PCS owns less than 20 MHZ of
spectrum. Accordingly, if Sprint PCS were to terminate the affiliation
agreements with us, it is likely that we would be unable to operate our
business in New Mexico and Durango.

      THE TECHNOLOGY THAT WE USE MAY BECOME OBSOLETE, WHICH WOULD LIMIT OUR
ABILITY TO COMPETE EFFECTIVELY WITHIN THE WIRELESS INDUSTRY. The wireless
telecommunications industry is experiencing significant technological
change. We employ code division multiple access ("CDMA") digital
technology, the digital wireless communications technology selected by
Sprint PCS for its nationwide network. CDMA technology may not ultimately
provide all of the advantages expected by us or Sprint PCS. If another
technology becomes the preferred industry standard, we would be at a
competitive disadvantage and competitive pressures may require Sprint PCS
to change its digital technology, which in turn could require us to make
changes to our network at substantial costs. We may be unable to respond to
these pressures and implement new technology on a timely basis or at an
acceptable cost.

      UNAUTHORIZED USE OF, OR INTERFERENCE WITH, THE SPRINT PCS NETWORK
COULD DISRUPT OUR SERVICE AND INCREASE OUR COSTS. We may incur costs
associated with the unauthorized use of the Sprint PCS network, including
administrative and capital costs associated with detecting, monitoring and
reducing the incidence of fraud. Fraudulent use of the Sprint PCS network
may impact interconnection costs, capacity costs, administrative costs,
fraud prevention costs and payments to other carriers for inviolable
fraudulent roaming. In addition, some of our border markets are susceptible
to uncertainties related to areas not governed by the FCC. For example,
unauthorized microwave radio signals near the border in Mexico could
disrupt our service in the United States.

      POTENTIAL ACQUISITIONS MAY REQUIRE US TO INCUR SUBSTANTIAL ADDITIONAL
DEBT AND INTEGRATE NEW TECHNOLOGIES, OPERATIONS AND SERVICES, WHICH MAY BE
COSTLY AND TIME CONSUMING. We intend to continually evaluate opportunities
for the acquisition of businesses that are intended to complement or extend
our existing operations. If we acquire new businesses, we may encounter
difficulties that may be costly and time-consuming, may slow our growth or
may lower the value of our notes. Examples of such difficulties are that we
may have to:

      o  assume and/or incur substantial additional debt to finance the
         acquisitions and fund the ongoing operations of the acquired
         companies;

      o  integrate new technologies with our existing technology;

      o  integrate new operations with our existing operations;

      o  integrate new services with our existing offering of services; or

      o  divert the attention of our management from other business
         concerns.

RISKS RELATED TO THE RELATIONSHIPS WITH SPRINT PCS

      IF WE FAIL TO COMPLETE THE BUILD-OUT OF OUR PORTION OF THE SPRINT PCS
NETWORK IN ACCORDANCE WITH THE TERMS OF OUR MANAGEMENT AGREEMENTS WITH
SPRINT PCS, AND AN ACCELERATION IS DECLARED UNDER THE SENIOR SECURED CREDIT
FACILITY, SPRINT PCS MAY HAVE THE RIGHT TO PURCHASE OUR OPERATING ASSETS AT
A DISCOUNT TO MARKET VALUE. Our affiliation agreements with Sprint PCS
require that we provide network coverage to a minimum network coverage area
within specified time frames. We may amend our agreements with Sprint PCS
in the future to expand this network coverage. A failure by us to meet the
build-out requirements for any one of our markets could constitute an event
of termination under our management agreements with Sprint PCS. Our
affiliation agreements provide that upon the occurrence of an event of
termination, Sprint PCS has the right to purchase our operating assets
without further stockholder approval and for a price equal to 72% of our
"entire business value." The "entire business value" includes our spectrum
licenses, business operations and other assets.

      Sprint PCS' right to purchase our assets following an event of
termination under our affiliation agreements is currently subject to the
provisions of a consent and agreement entered into by Sprint PCS for the
benefit of the holders of the Senior Secured Credit Facility. Pursuant
to the terms of this consent and agreement, Sprint PCS may not purchase our
operating assets until all of our obligations under the Senior Secured
Credit Facility have been paid in full in cash and all commitments to
advance credit under the Senior Secured Credit Facility have been
terminated or have expired. However, Sprint PCS may purchase our assets if
it first pays all obligations due under the Senior Secured Credit Facility
and the Senior Secured Credit Facility is terminated in connection with
such payment. Furthermore, Sprint PCS also has the right to purchase our
assets upon receipt of a notice of acceleration under the Senior Secured
Credit Facility following an event of default thereunder. Such right to
purchase is subject to time limitations, and the purchase price must be the
greater of an amount equal to 72% of our "entire business value" or the
amount owed under the Senior Secured Credit Facility.

      IF SPRINT PCS DOES NOT COMPLETE THE CONSTRUCTION OF ITS NATIONWIDE
PCS NETWORK, WE MAY NOT BE ABLE TO ATTRACT AND RETAIN CUSTOMERS. Sprint PCS
currently intends to cover a significant portion of the population of the
United States, Puerto Rico and the U.S. Virgin Islands by creating a
nationwide PCS network through its own construction efforts and those of
its network partners. Sprint PCS is still constructing its nationwide
network and does not offer PCS services, either on its own network or
through its roaming agreements, in every city in the United States. Sprint
PCS has entered into, and anticipates entering into, management agreements
similar to ours with companies in other markets under its nationwide PCS
build-out strategy. Our results of operations are dependent on Sprint PCS'
national network and, to a lesser extent, on the networks of Sprint PCS'
other network partners. Sprint PCS' network may not provide nationwide
coverage to the same extent as its competitors, which could adversely
affect our ability to attract and retain customers.

      SPRINT PCS' VENDOR DISCOUNTS MAY BE DISCONTINUED, WHICH COULD
INCREASE OUR EQUIPMENT COSTS AND REQUIRE MORE CAPITAL THAN WE PROJECT TO
BUILD-OUT OUR NETWORK. We intend to continue to purchase infrastructure
equipment under Sprint PCS' vendor agreements that include significant
volume discounts. If Sprint PCS were unable to continue to obtain vendor
discounts for its affiliates, the loss of vendor discounts could increase
our equipment costs for our new markets.

      SPRINT PCS MAY MAKE DECISIONS THAT COULD INCREASE OUR EXPENSES,
REDUCE OUR REVENUES OR MAKE OUR AFFILIATE RELATIONSHIPS WITH SPRINT PCS
LESS COMPETITIVE. Sprint PCS, under our affiliation agreements has a
substantial amount of control over factors which significantly affect the
conduct of our business. Accordingly, Sprint PCS may make decisions that
adversely affect our business, such as the following:

      Sprint PCS prices its national plans based on its own objectives and
could set price levels that may not be economically sufficient for our
business.

      Sprint PCS could change the per minute rate for Sprint PCS roaming
fees and increase the costs for Sprint PCS to perform back office services.

      Sprint PCS may alter its network and technical requirements or
request that we build out additional areas within our territories, which
could result in increased equipment and build-out costs or in Sprint PCS
building out that area itself or assigning it to another affiliate.

      THE TERMINATION OF OUR AFFILIATION AGREEMENTS WITH SPRINT PCS WOULD
SEVERELY RESTRICT OUR ABILITY TO CONDUCT OUR BUSINESS. Our relationship
with Sprint PCS is governed by our affiliation agreements with Sprint PCS.
Since we do not own any licenses to operate a wireless network, our
business depends on the continued effectiveness of these affiliation
agreements. However, Sprint PCS may be able to terminate our affiliation
agreements if we materially breach the agreements. Among other things, a
failure by us to meet the build-out requirements for any one of the
individual markets in our territories or to meet Sprint PCS' technical or
customer service requirements contained in the affiliation agreements would
constitute a material breach of the agreements, which could lead to its
termination. If Sprint PCS terminates the affiliation agreements, we may
not be a part of the Sprint PCS network and we would have extreme
difficulty conducting our business. Sprint's right to terminate its
affiliation agreement with us is subject to the provisions of the consent
and agreement entered into by Sprint with Citicorp, as administrative agent
for the lenders, in connection with the Senior Secured Credit Facility.

      IF SPRINT PCS DOES NOT RENEW OUR AFFILIATION AGREEMENTS, OUR ABILITY
TO CONDUCT OUR BUSINESS WOULD BE SEVERELY RESTRICTED. Our affiliation
agreements with Sprint PCS are not perpetual, and will eventually expire.
Sprint PCS can choose not to renew these agreements at the expiration of
their 20-year initial terms or any ten-year renewal term. If Sprint PCS
decides not to renew our affiliation agreements, we may no longer be a part
of the Sprint PCS network and we would have extreme difficulty conducting
our business.

      CERTAIN PROVISIONS OF OUR AFFILIATION AGREEMENTS WITH SPRINT PCS MAY
DIMINISH OUR VALUE AND RESTRICT THE SALE OF OUR BUSINESS. Under specific
circumstances and without further stockholder approval, Sprint PCS may
purchase our operating assets or capital stock at a discount. In addition,
Sprint PCS must approve any change of control of our ownership and must
consent to any assignment of our affiliation agreements. Sprint PCS also
has a right of first refusal if we decide to sell our operating assets to a
third party. We are also subject to a number of restrictions on the
transfer of our business, including a prohibition on the sale of us or our
operating assets to competitors of Sprint or Sprint PCS. These restrictions
and other restrictions contained in these affiliation agreements with
Sprint PCS could adversely affect the value of our common stock, may limit
our ability to sell our business, may reduce the value a buyer would be
willing to pay for our business and may reduce our "entire business value".

      PROBLEMS EXPERIENCED BY SPRINT PCS WITH ITS INTERNAL SUPPORT SYSTEMS
COULD LEAD TO CUSTOMER DISSATISFACTION OR INCREASE OUR COSTS. We rely on
Sprint PCS' internal support systems, including customer care, billing and
back-office support. As Sprint PCS has expanded, its internal support
systems have been subject to increased demand and, in some cases, suffered
a degradation in service. We cannot assure you that Sprint PCS will be able
to successfully add system capacity or that its internal support systems
will be adequate. It is likely that problems with Sprint PCS' internal
support systems could cause:

      o  delays or problems in our operations or services;

      o  delays or difficulty in gaining access to customer and financial
         information;

      o  a loss of Sprint PCS customers; and

      o  an increase in the costs of customer care, billing and back office
         services.

      OUR COSTS FOR INTERNAL SUPPORT SYSTEMS MAY INCREASE IF SPRINT PCS
TERMINATES ALL OR PART OF OUR SERVICES AGREEMENTS. We estimate that the
costs for the services provided by Sprint PCS under our services agreements
in the year 2001 will be approximately $11 million. We expect this number
to significantly increase as the number of Sprint PCS subscribers based in
our territories increases. Our services agreements with Sprint PCS provides
that, upon nine months' prior written notice, Sprint PCS may terminate any
service provided under such agreements. We do not expect to have a
contingency plan if Sprint PCS terminates any such service. If Sprint PCS
terminates a service for which we have not developed a cost-effective
alternative or increases the amount it charges for these services, our
operating costs may increase beyond our expectations and our operations may
be interrupted or restricted.

      WE MAY HAVE DIFFICULTY IN OBTAINING HANDSETS FROM SPRINT PCS, WHICH
ARE IN SHORT SUPPLY. We depend on our relationship with Sprint PCS to
obtain handsets. The demand for specific types of handsets is considerable
and the manufacturers of those handsets may have to distribute their
limited supply of products among their numerous customers. If Sprint PCS
modifies its handset logistics and delivery plan or if we are not able to
continue to rely on Sprint PCS' relationships with suppliers and vendors,
we could have difficulty obtaining specific types of handsets in a timely
manner. As a result, we could suffer disruptions in customer service and a
reduction in subscribers.

      IF SPRINT PCS DOES NOT MAINTAIN CONTROL OVER ITS LICENSED SPECTRUM,
THE AFFILIATION AGREEMENTS WITH SPRINT PCS MAY BE TERMINATED. Sprint PCS,
not us, owns the licenses necessary to provide wireless services in our
territories. The FCC requires that licensees like Sprint PCS maintain
control of their licensed systems and not delegate control to third party
operators or managers. Our affiliation agreements with Sprint PCS reflect
an arrangement that the parties believe meets the FCC requirements for
licensee control of licensed spectrum. However, if the FCC were to
determine that any of our affiliation agreements with Sprint PCS need to be
modified to increase the level of licensee control, we have agreed with
Sprint PCS to use our best efforts to modify the agreements to comply with
applicable law. If we cannot agree with Sprint PCS to modify the
agreements, those agreements may be terminated. If the agreements are
terminated, we would no longer be a part of the Sprint PCS network and we
would not be able to conduct our business.

      THE FCC MAY FAIL TO RENEW THE SPRINT PCS LICENSES UNDER CERTAIN
CIRCUMSTANCES, WHICH WOULD PREVENT US FROM PROVIDING WIRELESS SERVICES. We
do not own any licenses to operate a wireless network. We are dependent on
Sprint PCS' licenses, which are subject to renewal and revocation by the
FCC. Sprint PCS' licenses in our territories will expire in 2005 or 2007
but may be renewed for additional ten-year terms. The FCC has adopted
specific standards that apply to wireless personal communications services
license renewals. Any failure by Sprint PCS or us to comply with these
standards could cause the nonrenewability of the Sprint PCS licenses for
our territories. Additionally, if Sprint PCS does not demonstrate to the
FCC that Sprint PCS has met the five-year and ten-year construction
requirements for each of its wireless personal communications services
licenses, it can lose those licenses. If Sprint PCS loses its licenses in
our territories for any of these reasons, we and our subsidiaries would not
be able to provide wireless services without obtaining rights to other
licenses.

RISKS RELATED TO THE WIRELESS PERSONAL COMMUNICATIONS SERVICES INDUSTRY

      WE MAY EXPERIENCE A HIGH RATE OF CUSTOMER TURNOVER WHICH WOULD
INCREASE OUR COSTS OF OPERATIONS AND REDUCE OUR REVENUE. The wireless
personal communications services industry in general and Sprint PCS in
particular have experienced a higher rate of customer turnover as compared
to cellular industry averages. In particular, the customer turnover
experienced by us may be high because:

      o  Sprint PCS does not require its customers to sign long-term
         contracts; and

      o  Sprint PCS' handset return policy allows customers to return used
         handsets within 14 days of purchase and receive a full refund.

      A high rate of customer turnover could adversely affect our
competitive position, results of operations and our costs of, or losses
incurred in, obtaining new subscribers, especially because our subsidiaries
subsidize some of the costs of initial purchases of handsets by customers.

      REGULATION BY GOVERNMENT AGENCIES AND TAXING AUTHORITIES MAY INCREASE
OUR COSTS OF PROVIDING SERVICE OR REQUIRE US TO CHANGE OUR SERVICES. Our
operations and those of Sprint PCS may be subject to varying degrees of
regulation by the FCC, the Federal Trade Commission, the Federal Aviation
Administration, the Environmental Protection Agency, the Occupational
Safety and Health Administration and state and local regulatory agencies
and legislative bodies. Adverse decisions or regulations of these
regulatory bodies could negatively impact Sprint PCS' operations and our
costs of doing business. For example, changes in tax laws or the
interpretation of existing tax laws by state and local authorities could
subject us to increased income, sales, gross receipts or other tax costs or
require us to alter the structure of our current relationship with Sprint
PCS.

      CONCERNS OVER HEALTH RISKS POSED BY THE USE OF WIRELESS HANDSETS MAY
REDUCE THE CONSUMER DEMAND FOR OUR SERVICES. Media reports have suggested
that radio frequency emissions from wireless handsets may:

      o  be linked to various health problems resulting from continued or
         excessive use, including cancer;

      o  interfere with various electronic medical devices, including
         hearing aids and pacemakers; and

      o  cause explosions if used while fueling an automobile.

      Widespread concerns over radio frequency emissions may expose us to
potential litigation or discourage the use of wireless handsets. Any
resulting decrease in demand for these services could impair our ability to
profitably operate our business.

      WORSE THAN EXPECTED FOURTH QUARTER RESULTS MAY SIGNIFICANTLY REDUCE
OUR OVERALL RESULTS OF OPERATIONS AND CAUSE OUR STOCK PRICE TO DROP. The
wireless industry is heavily dependent on fourth quarter results. Among
other things, the industry relies on significantly higher customer
additions and handset sales in the fourth quarter as compared to the other
three fiscal quarters.

      Our overall results of operations could be significantly reduced, and
the price of our common stock may drop, if we have a worse than expected
fourth quarter for any reason, including the following:

      o  our inability to match or beat pricing plans offered by
         competitors;

      o  the failure to adequately promote Sprint PCS' products, services
         and pricing plans;

      o  our inability to obtain an adequate supply or selection of
         handsets;

      o  a downturn in the economy of some or all markets in our
         territories; or

      o  a poor holiday shopping season.


      SIGNIFICANT COMPETITION IN THE WIRELESS COMMUNICATIONS SERVICES
INDUSTRY MAY RESULT IN OUR COMPETITORS OFFERING NEW SERVICES OR LOWER
PRICES, WHICH COULD PREVENT US FROM OPERATING PROFITABLY. Competition in
the wireless communications services industry is intense. We anticipate
that competition will cause the market prices for two-way wireless products
and services to decline in the future. Our ability to compete will depend,
in part, on our ability to anticipate and respond to various competitive
factors affecting the telecommunications industry.

      Our dependence on Sprint PCS to develop competitive products and
services and the requirement that we obtain Sprint PCS' consent for our
subsidiaries to sell non-Sprint PCS approved equipment may limit our
ability to keep pace with our competitors on the introduction of new
products, services and equipment. Some of our competitors are larger than
us, possess greater resources and more extensive coverage areas, and may
market other services, such as landline telephone service, cable television
and Internet access, with their wireless communications services. In
addition, we may be at a competitive disadvantage since we may be more
highly leveraged than some of our competitors.

      Furthermore, there has been a recent trend in the wireless
communications industry towards consolidation of wireless service providers
through joint ventures, reorganizations and acquisitions. We expect this
consolidation to lead to larger competitors over time. We may be unable to
compete successfully with larger competitors who have substantially greater
resources or who offer more services than we do.

      A LACK OF SUITABLE TOWER SITES MAY DELAY THE BUILD-OUT OF OUR PORTION
OF THE SPRINT PCS NETWORK AND RESTRICT OUR OPERATING CAPACITY. We
experienced difficulty, and may continue to have difficulty, in obtaining
tower sites in some areas of our territories on a timely basis. For
example, the local governmental authorities in various locations in our
territories have at times placed moratoriums on the construction of
additional towers and base stations. These moratoriums may materially and
adversely affect the timing of the planned build-out and quality of the
network operations in those markets. A lack of tower site availability due
to difficulty in obtaining local regulatory approvals, or for any other
reasons, may delay the build-out of our portion of the Sprint PCS network,
delay the opening of markets, limit network capacity or reduce the number
of new Sprint PCS subscribers in our territories.

ITEM  7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

      We are subject to some interest rate risk on our financing from EDC
and any future floating rate financing.

      The following table presents the estimated future outstanding
long-term debt at the end of each year and future required annual principal
payments for each year then ended associated with the senior discount
notes, capital leases and the credit facility financing based on our
projected level of long-term indebtedness:

<TABLE>
<CAPTION>

                                                     YEARS ENDING DECEMBER 31,
                               -----------------------------------------------------------------------
                                   2001      2002       2003         2004        2005      THEREAFTER
                               ---------  ---------   ---------   ---------    ---------   -----------
                                                        (DOLLARS IN MILLIONS)
  Fixed Rate Instruments...
<S>                            <C>        <C>         <C>          <C>         <C>          <C>
   2000 Senior discount notes  $    237   $    269    $    305     $    345    $    350     $    350
     Fixed interest rate...      12.875%    12.875%     12.875%      12.875%     12.875%      12.875%
     Principal payments....        --         --          --           --                   $    350
   Capital Leases --
    Annual Minimum:
     Lease Payments(1).....    $   .148   $   .149    $   .150     $  .160     $   .161     $   1.18
     Average Interest Rate.       10.00%     10.00%      10.00%      10.00%       10.00%       10.00%
  Variable Rate Instruments:
     Senior Secured Credit
     Facility (2)..........    $    254   $    280    $    280     $   248          185           --
    Average Interest
    Rate(3)................       10.00%     10.00%      10.00%      10.00%       10.00%       10.00%
     Principal payments....    $    --    $    --     $    --      $    32     $     63     $     186
</TABLE>




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

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

(3)   Interest rate on the Nortel financing equals, at our option, either
      the London Interbank Offered Rate (LIBOR) + 3.75%, or the prime or
      base rate of Citibank, N.A. plus 2.75%. LIBOR is assumed to equal
      6.0% for all periods presented.

      Our primary market risk exposure relates to:

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

      o  our ability to refinance our senior discount notes at maturity at
         market rates;

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

      The 2000 Senior Discount Notes have a carrying value of $209 million
and a fair value which approximates $215 million.

      As a condition to the EDC credit facility, we must maintain one or
more interest rate protection agreements in an amount equal to 50% of the
total debt under the financing. We do not hold or issue financial or
derivative financial instruments for trading or speculative purposes. While
we cannot predict our ability to refinance existing debt or the impact that
interest rate movements will have on our existing debt, we continue to
evaluate our financial position on an ongoing basis.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      Our financial statements required by this item are submitted as a
separate section of this annual report on Form 10-K. See "Financial
Statements" commencing on page F-1 hereof.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

      None.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      Information called for by Item 10 of Form 10-K is set forth under the
headings "Election of Directors" and "Executive Officers" in our proxy
statement for our 2001 annual meeting of shareholders (the "Proxy
Statement"), which is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION.

      Information called for by Item 11 of Form 10-K is set forth under the
heading "Executive Compensation" in the Proxy Statement, which is
incorporated herein by reference.

ITEM  12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      Information called for by Item 12 of Form 10-K is set forth under the
heading "Security Ownership of Certain Beneficial Owners and Management" in
the Proxy Statement, which is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            Information called for by Item 13 of Form 10-K is set forth
under the heading "Certain Relationships and Related Transactions" in the
Proxy Statement, which is incorporated herein by reference.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.

      (a) The following documents are filed as part of this annual report
on Form 10-K:

            1.    Financial Statements

                  Report of Independent Accountants, Consolidated Balance
                  Sheets as of December 31, 2000 and 1999, Consolidated
                  Statements of Operations for the years ended December 31,
                  2000 and 1999, and for the period July 16, 1998
                  (inception) through December 31, 1998, Consolidated
                  Statements of Stockholders' Equity for the period July
                  16, 1998 (inception) through the year ended December 31,
                  2000, Consolidated Statements of Cash Flows for the years
                  ended December 31, 2000 and 1999, and for the period July
                  16, 1998 (inception) through December 31, 1998, Notes to
                  Consolidated Financial Statements

            2.    Financial Statement Schedule

                  Report of Independent Accountants on Financial
                  Statement Schedule

                  Consolidated Valuation and Qualifying Accounts

            3.    Exhibits

                  (a) See the Index to Exhibits immediately preceding the
                      exhibits filed with this Report.

      (b) Alamosa Holdings, Inc. did not file any Current Reports on Form
8-K during the fourth quarter of 2000.




                                 SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

      Date:  March 27, 2001               ALAMOSA HOLDINGS, INC.

                                    By:  /s/ DAVID E. SHARBUTT
                                         -------------------------------------
                                         David E. Sharbutt
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934
thereunto, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

             NAME                                    TITLE                          DATE
---------------------------------    --------------------------------------     --------------

<S>                                  <C>                                        <C>
     /s/ DAVID E. SHARBUTT           Chairman of the Board of Directors and     March 27, 2001
---------------------------------    Chief Executive Officer
       David E. Sharbutt             (Principal Executive Officer)


      /s/ KENDALL W. COWAN           Chief Financial Officer                    March 27, 2001
---------------------------------    (Principal Financial and
        Kendall W. Cowan             Accounting Officer)


    /s/ MICHAEL R. BUDAGHER          Director                                   March 27, 2001
---------------------------------
      Michael R. Budagher

     /s/ RAY M. CLAPP, JR.           Director                                   March 27, 2001
---------------------------------
       Ray M. Clapp, Jr.

                                     Director
---------------------------------
          Scotty Hart

                                     Director
---------------------------------
          Thomas Hyde

                                     Director
---------------------------------
      Schuyler B. Marshall

       /s/ TOM M. PHELPS             Director                                   March 27, 2001
---------------------------------
         Tom M. Phelps

                                     Director
---------------------------------
        Reagan W. Silber

       /s/ JIMMY R. WHITE            Director                                   March 27, 2001
---------------------------------
         Jimmy R. White

      /s/ MICHAEL ROBERTS            Director                                   March 27, 2001
---------------------------------
        Michael Roberts

                                     Director
---------------------------------
         Steven Roberts
</TABLE>



                           ALAMOSA HOLDINGS, INC.
              (SUCCESSOR TO ALAMOSA PCS HOLDINGS, INC.)

                       INDEX TO FINANCIAL STATEMENTS

     Report of Independent Accountants................................   F-2

     Consolidated  Balance  Sheets as of December  31, 2000 and
     December 31, 1999................................................   F-3

     Consolidated Statements of Operations for the years ended
     December 31, 2000 and December 31, 1999, and for the period
     July 16, 1998 (inception) through December 31, 1998..............   F-4

     Consolidated Statements of Stockholders' Equity for the period
     July 16, 1998 (inception) through the year ended December 31, 2000  F-5

     Consolidated Statements of Cash Flows for the years ended
     December 31, 2000 and December 31, 1999, and for the period
     July 16, 1998 (inception) through December 31, 1998..............   F-6

     Notes to Consolidated Financial Statements.......................   F-7




                      REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of  Directors  and  Stockholders  of  Alamosa  Holdings,
Inc. (successor to Alamosa PCS Holdings, Inc.)


In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity and
cash flows present fairly, in all material respects, the financial position
of Alamosa PCS Holdings, Inc. (successor to Alamosa PCS Holdings, Inc.) and
its subsidiaries at December 31, 2000 and December 31, 1999, and the
results of their operations and their cash flows for each of the two years
in the period ended December 31, 2000, and the period from July 16, 1998
(inception) through December 31, 1998, in conformity with accounting
principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States
of America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.


PricewaterhouseCoopers LLP

Dallas, Texas
February 19, 2001, except for Note 17 as to which the date is March 9,
2001.




                          ALAMOSA HOLDINGS, INC.
              (SUCCESSOR TO ALAMOSA PCS HOLDINGS, INC.)
                        CONSOLIDATED BALANCE SHEETS


                                            DECEMBER 31,   DECEMBER 31,
                                                2000           1999
                                            -----------    --------
     ASSETS

     Current assets:
       Cash and cash equivalents          $141,768,167    $ 5,655,711
       Short term investments                1,600,000             --
       Accounts receivable, net of
       allowance for doubtful accounts of
       $1,503,049 and $161,704,
       respectively                         14,746,930      1,675,636
       Inventory                             2,752,788      5,777,375
       Prepaid expenses and other assets     3,026,860        882,516
       Interest receivable                   1,045,785             --
                                            ----------     ----------

        Total current assets               164,940,530     13,991,238

       Property and equipment, net         228,982,869     84,713,724
       Note receivable                      46,865,233        100,000
       Debt issuance costs, net             13,108,376      3,743,308
       Restricted cash                              --        518,017
       Other noncurrent assets               4,501,005      1,425,912
                                            ----------     -----------

        Total assets                      $458,398,013   $104,492,199
                                          ============   =============

     LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
       Accounts payable and accrued
       expenses                           $ 59,749,061   $ 15,153,068
       Accounts payable to related parties   1,636,745      1,182,225
       Current installments of capital
       leases                                   35,778         21,818
       Bank line of credit                          --        363,665
       Microwave relocation obligation              --      3,578,155
                                            ----------     -----------

        Total current liabilities           61,421,584     20,298,931
     Capital lease obligations, noncurrent   1,038,614        827,024
     Other noncurrent liabilities              735,593         50,035
     Long-term debt                         54,524,224     71,876,379
     Senior notes                          209,279,908             --
                                           -----------     ----------

        Total liabilities                  326,999,923     93,052,369
                                           -----------     ----------

     Commitments and contingencies

     Stockholders' equity:
       Preferred stock, $.01 par value;
       10,000,000 shares authorized; no
       shares issued                               --             --
       Common stock, $.01 par value;
       290,000,000 shares authorized,
       61,359,856 and 48,500,008 issued
       and outstanding, respectively          613,598        485,000
       Additional paid-in capital         245,845,086     50,824,876
       Accumulated deficit               (113,947,781)   (33,759,681)
       Unearned compensation               (1,112,813)    (6,110,365)
                                          -----------     -----------

        Total stockholders' equity        131,398,090     11,439,830
                                          -----------     -----------
        Total liabilities and            $458,398,013   $104,492,199
        stockholders' equity             ============   =============



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




                           ALAMOSA HOLDINGS, INC.
                 (SUCCESSOR TO ALAMOSA PCS HOLDINGS, INC.)
                   CONSOLIDATED STATEMENTS OF OPERATIONS


                                                               FOR THE PERIOD
                                                                JULY 16, 1998
                                     YEAR          YEAR          (INCEPTION)
                                     ENDED         ENDED           THROUGH
                                 DECEMBER 31,   DECEMBER 31,     DECEMBER 31,
                                     2000          1999              1998
                                 ------------   ------------   --------------
   Revenues:
     Subscriber revenues         $ 56,154,178    $ 4,398,947    $       --
     Roaming and travel
       revenues                    17,345,460      2,134,676            --
                                 ------------    -----------    ----------

     Service revenues              73,499,638      6,533,623            --
     Product sales                  9,200,669      2,450,090            --
                                  -----------    -----------    ----------

       Total revenue               82,700,307      8,983,713            --
                                  -----------    -----------    ----------

   Costs and expenses:
     Cost of service and
      operations(including
      $836,296 and $1,259,427
      of non-cash compensation
      for 2000 and 1999,
      respectively)                55,429,985      8,699,903           --
     Cost of product sold          20,524,427      5,938,838           --
     Selling and marketing         46,513,835     10,810,946           --
     General and administrative
      expenses (including
      $4,814,329 and $6,940,084
      of non-cash compensation
      for 2000 and 1999,
      respectively)                14,351,839     11,149,059      956,331
     Depreciation and
      amortization                 12,530,038      3,056,923        2,063
     Terminated merger and
      acquisition costs             2,246,789            --           --
                                  -----------   -----------    ----------
       Total costs and expenses   151,596,913     39,655,669      958,394
                                  -----------    -----------    ----------
       Loss from operations      (68,896,606)    (30,671,956)    (958,394)
     Interest and other income    14,483,431         477,390       34,589
     Interest expense            (25,774,925)     (2,641,293)         (17)
                                 -----------     -----------    ----------

       Net loss                $ (80,188,100)  $ (32,835,859)  $ (923,822)
                               ==============  ==============  ============

     Basic and diluted net
      loss per common share    $       (1.33)  $          --   $       --
                               ==============  ==============  ============
     Basic and diluted
      weighted average
      common shares               60,198,390              --           --
                               ==============  ==============  ============

   Pro forma information:
     Net loss                  $          --   $ (32,835,859)  $  (923,822)
     Pro forma income tax
      adjustment:
     Income tax benefit                   --      10,854,083       317,592
     Deferred tax valuation
      allowance                           --     (10,854,083)     (317,592)
                                 -----------     -----------    ----------

     Pro forma net loss        $          --   $ (32,835,859)  $  (923,822)
                               ==============  ==============  ============

   Pro forma basic and
    diluted weighted
    average common shares
    outstanding                           --      48,500,008    48,500,008
                               ==============  ==============  ============
   Basic and diluted pro
    forma net loss per
    common share               $          --   $       (0.68)   $    (0.02)
                               ==============  ==============  ============


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




<TABLE>
<CAPTION>

                                                 ALAMOSA HOLDINGS, INC.
                                     (SUCCESSOR TO ALAMOSA PCS HOLDINGS, INC.)
                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          FOR THE PERIOD FROM JULY 16, 1998 (INCEPTION) TO DECEMBER 31, 2000



                             PREFERRED STOCK         COMMON STOCK
                         ---------------------- ----------------------    ADDITIONAL
                                                                           PAID-IN      ACCUMULATED    UNEARNED
                            SHARES     AMOUNT      SHARES      AMOUNT      CAPITAL        DEFICIT    COMPENSATION      TOTAL
                         ----------  ----------  ---------   ---------    ----------    ----------   -------------   ----------
Balance, July 16
<S>                     <C>         <C>        <C>          <C>           <C>          <C>            <C>            <C>
  16, 1998 (inception)          --   $      --          --   $      --    $       --    $       --    $        --    $       --
 Members'
  contribution                  --          --  48,500,008     485,000    14,515,000            --             --    15,000,000
 Net loss                       --          --          --          --            --      (923,822)            --      (923,822)
                         ----------  ----------  ---------   ---------    ----------    ----------   -------------   ----------

Balance, December
  31, 1998                      --          --  48,500,008     485,000    14,515,000      (923,822)            --    14,076,178
 Members'
  contributions                 --          --          --          --    22,000,000            --             --    22,000,000
 Stock options                  --          --          --          --    14,309,876            --    (14,309,876)           --
 Amortization of
  unearned compensation         --          --          --          --            --            --      8,199,511     8,199,511
 Net loss                       --          --          --          --            --   (32,835,859)            --   (32,835,859)
                         ----------  ----------  ---------   ---------    ----------    ----------   -------------   ----------
Balance, December
 31, 1999                       --          --  48,500,008     485,000    50,824,876   (33,759,681)    (6,110,365)   11,439,830
Initial public
 offering                       --          --  12,321,100     123,211   193,664,076            --             --   193,787,287
Exercise of
 stock options                  --          --     538,748       5,387       703,061            --             --       708,448

Amortization
 of unearned
 compensation                   --          --          --          --            --            --      5,650,625     5,650,625
Unearned
 Compensation                   --          --          --          --       653,073            --       (653,073)           --
Net loss                        --          --          --          --            --   (80,188,100)            --   (80,188,100)
                         ----------  ----------  ---------   ---------    ----------    ----------   -------------   ----------


Balance
 December 31, 2000              --   $      --  61,359,856   $ 613,598 $ 245,845,086  $(113,947,781) $ (1,112,813) $131,398,090
                         ==========  ========== ==========   ========= =============  =============  ============= ============


                                             The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


<TABLE>
<CAPTION>
                                        ALAMOSA HOLDINGS, INC.
                               (SUCCESSOR TO ALAMOSA PCS HOLDINGS, INC.)
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                               FOR THE PERIOD
                                                                                JULY 16, 1998
                                                     YEAR           YEAR         (INCEPTION)
                                                     ENDED          ENDED          THROUGH
                                                 DECEMBER 31,   DECEMBER 31,    DECEMBER 31,
                                                     2000           1999            1998
                                               --------------   ------------   --------------
    Cash flows from operating activities:
<S>                                            <C>              <C>             <C>
    Net loss                                   $ (80,188,100)   $(32,835,859)   $(923,822)
    Adjustments to reconcile net
      loss to net cash used in
      operating activities:
      Non-cash compensation expense                5,650,625       8,199,511           --
      Depreciation and amortization               12,530,038       3,056,923        2,063
      Bad debt expense                             1,107,339         160,498           --
      Amortization of debt issuance
       costs                                       1,397,546         331,063           --
      Interest expense on discount
       notes                                      23,051,533       2,068,601           --
      Loss from disposition of
       interest rate
       cap agreements                                266,178             --            --
      Loss from asset disposition                     81,347             --            --
       (Increase) decrease in:
      Accounts receivable                        (14,178,633)    (1,836,134)           --
      Inventory                                    3,024,587     (5,777,375)           --
      Prepaid expenses and other
       assets                                     (4,296,355)      (594,027)      (52,046)
      Increase (decrease) in:
      Accounts payable and accrued
       expenses                                   22,335,731     10,137,095       845,851
                                               --------------   ------------   --------------
       Net cash used in operating
         activities                              (29,218,164)   (17,089,704)     (127,954)
                                               --------------   ------------   --------------
    Cash flows from investing activities:
      Additions to property and
      equipment                                 (136,904,260)   (76,601,004)   (1,366,606)
      Issuance of notes receivable               (46,865,233)            --            --
      Acquisition related costs                   (3,155,782)            --            --
      Purchase of short term
      investments                                 (1,600,000)            --            --
      Repayment (Issuance) of note
      receivable from officer                        100,000       (100,000)           --
      Purchase of minority  interest
      in subsidiary                                 (255,000)            --            --
      Change in restricted cash                      518,017       (518,017)           --
                                               --------------   ------------   --------------

       Net cash used in investing activities    (188,162,258)   (77,219,021)   (1,366,606)
                                               --------------   ------------   --------------

    Cash flows from financing activities:
      Equity offering proceeds                   208,589,367             --            --
      Equity offering costs                      (13,598,942)    (1,360,405)           --
      Issuance of Senior Discount Notes          187,096,000             --            --
      Capital contributions                               --     22,000,000    15,000,000
      Proceeds from issuance of
      long-term debt                              57,758,559     66,357,841        23,637
      Debt issuance costs                        (10,762,613)      (234,371)           --
      Stock options exercised                        708,449             --            --
      Repayments of long-term debt               (76,239,373)            --            --
      Payments on capital leases                     (31,169)       (25,756)           --
      Interest rate cap premiums                     (27,400)      (301,950)           --
                                               --------------   ------------   --------------

       Net cash provided by financing
        activities                               353,492,878     86,435,359    15,023,637
                                               --------------   ------------   --------------
    Net increase (decrease) in cash
    and cash equivalents                         136,112,456     (7,873,366)   13,529,077
    Cash and cash equivalents at
    beginning of period                            5,655,711     13,529,077           --
                                               --------------   ------------   --------------

    Cash and cash equivalents at
    end of period                              $ 141,768,167    $ 5,655,711   $13,529,077
                                               ==============   ============   ==============
    Supplemental disclosure - cash
    paid for interest                          $   1,730,980    $   218,142   $        --
                                               ==============   ============   ==============
    Supplemental disclosure of
    non-cash activities
      Capitalized lease obligations incurred   $     256,719    $   146,379   $   728,219
      Liabilities assumed in
      connection with purchase of
      property and equipment                      28,816,329      5,352,347            --
      Liabilities assumed in
      connection with debt
      issuance costs                                      --      3,840,000            --
      Liabilities assumed in
      connection with microwave
      relocation                                          --      3,578,155            --
                                               --------------   ------------   --------------
                                                $ 29,073,048   $ 12,916,881   $   728,219
                                               ==============   ============   ==============

</TABLE>


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




                           ALAMOSA HOLDINGS, INC.
              (SUCCESSOR TO ALAMOSA PCS HOLDINGS, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    ORGANIZATION AND BUSINESS OPERATIONS

      Alamosa PCS Holdings, Inc. ("Holdings") through its subsidiaries
      provides wireless personal communications services, commonly referred
      to as PCS, in the Southwestern and Midwestern United States.
      Holdings, a Delaware corporation, was formed in October 1999 to
      operate as a holding company in anticipation of an initial public
      offering as described in Note 2. Immediately prior to the offering in
      February 2000, shares of Holdings were exchanged for Alamosa PCS
      LLC's ("Alamosa") membership interests, and Alamosa became wholly
      owned by Holdings. These financial statements are presented as if the
      reorganization had occurred as of the beginning of the periods
      presented. Holdings and its subsidiaries are collectively referred to
      in these financial statements as the "Company." As further described
      below, in 2001, through a series of transactions, Holdings' name was
      changed to Alamosa (Delaware), Inc.

      In 1998, Alamosa was formed and subsequently entered into affiliation
      agreements with Sprint PCS, the PCS Group of Sprint Corporation.
      These affiliation agreements provided the Company with the exclusive
      right to build, own and manage a wireless voice and data services
      network in markets with over 5.2 million residents located in Texas,
      New Mexico, Arizona and Colorado under the Sprint PCS brand. The
      Company amended its affiliation agreements with Sprint PCS in
      December 1999 to expand its services network so that it includes 8.4
      million residents. The Company is required to build out the wireless
      network according to Sprint PCS specifications. If the Company does
      not meet the build-out schedule as specified in the Sprint management
      agreement, the Company could be in breach of its agreement with
      Sprint and subject to penalties. The affiliation agreements are in
      effect for a term of 20 years with three 10-year renewal options
      unless terminated by either party under provisions outlined in the
      affiliation agreements. The affiliation agreements include
      indemnification clauses between the Company and Sprint PCS to
      indemnify each other against claims arising from violations of laws
      or the affiliation agreements, other than liabilities resulting from
      negligence or willful misconduct of the party seeking to be
      indemnified.

      On July 31, 2000, the Company signed definitive agreements to merge
      two Sprint PCS affiliates, Roberts Wireless Communications, L.L.C
      ("Roberts") and Washington Oregon Wireless, LLC ("WOW") into its
      operations. On December 14, 2000, Holdings formed a new holding
      company pursuant to a merger under Section 251(g) of the Delaware
      General Corporation Law whereby Holdings was merged with a direct
      wholly owned subsidiary of a new holding company, which was a direct
      wholly owned subsidiary of Holdings. Each share of the former Alamosa
      PCS Holdings was converted into one share of the new holding company
      and the former public company became a wholly owned subsidiary of the
      new holding company. The Section 251(g) transaction did not require
      any vote of the Alamosa PCS Holdings stockholders. Upon effectiveness
      of the Section 251(g) transaction, Holdings' name was changed to
      Alamosa (Delaware), Inc. and the new holding company's name was
      changed to Alamosa PCS Holdings, Inc. On February 14, 2001, the new
      Alamosa PCS Holding became a wholly owned subsidiary of a new holding
      company, Alamosa Holdings, Inc. ("Superholdings"). Each share of the
      new Alamosa PCS Holdings' common stock issued and outstanding
      immediately prior to the merger was converted into the right to
      receive one share of Superholdings' common stock. Superholdings'
      common stock is quoted on The Nasdaq National Market under the same
      symbol previously used by Alamosa PCS Holdings, "APCS."

2.    INITIAL PUBLIC OFFERING

      On October 29, 1999, Holdings filed a registration statement with the
      Securities and Exchange Commission for the sale of 10,714,000 shares
      of its common stock (the "Stock Offering"). The Stock Offering became
      effective and the shares were issued on February 3, 2000 at the
      initial price of $17.00 per share. Subsequently, the underwriters
      exercised their over-allotment option of 1,607,100 shares. Holdings
      received net proceeds of $194.3 million after commissions of $13.3
      million and expenses of approximately $1.0 million. The proceeds of
      the Stock Offering are to be used for the build out of the system, to
      fund operating capital needs and for other corporate purposes.

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
      include the accounts of the Company and its subsidiaries. All
      intercompany accounts and transactions are eliminated.

      CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash,
      money market funds, and commercial paper with minimal interest rate
      risk and original maturities of three months or less at the date of
      acquisition. The carrying amount approximates fair value.

      SHORT-TERM INVESTMENTS - The Company invests in highly liquid debt
      instruments with strong credit ratings. Commercial paper investments
      with a maturity greater than three months, but less than one year, at
      the time of purchase are considered to be short-term investments. The
      carrying amount of the investments approximates fair value due to
      their short maturity. The Company maintains cash and cash equivalents
      and short-term investments with certain financial institutions. The
      Company performs periodic evaluations of the relative credit standing
      of those financial institutions that are considered in the Company's
      investment strategy.

      INVENTORY - Inventory consists of handsets and related accessories.
      Inventories purchased for resale are carried at the lower of cost or
      market using the first-in first-out method. Market is determined
      using replacement cost.

      PROPERTY AND EQUIPMENT - Property and equipment are reported at cost
      less accumulated depreciation. Cost incurred to design and construct
      the wireless network in a market are classified as construction in
      progress. When the wireless network for a particular market is
      completed and placed into service, the related costs are transferred
      from construction in progress to property and equipment. Repair and
      maintenance costs are charged to expense as incurred; significant
      renewals and betterments are capitalized. When depreciable assets are
      retired or otherwise disposed of, the related costs and accumulated
      depreciation are removed from the respective accounts, and any gains
      or losses on disposition are recognized in income. If facts or
      circumstances support the possibility of impairment, the Company will
      prepare a projection of future operating cash flows, undiscounted and
      without interest. If based on this projection, the Company does not
      expect to recover its carrying cost, an impairment loss equal to the
      difference between the fair value of the asset and its carrying value
      will be recognized in operating income. Property and equipment are
      depreciated using the straight-line method based on estimated useful
      lives of the assets.


      Asset lives are as follows:
               Buildings                 20 years
               Network equipment         5-10 years
               Vehicles                  5 years
               Furniture and office
               equipment                 5-7 years

      Leasehold improvements are depreciated over the shorter of the
      remaining term of the lease or the estimated useful life of the
      improvement.

      Interest will be capitalized in connection with the construction of
      the wireless network. The capitalized interest will be recorded as
      part of the asset to which it relates and will be amortized over the
      asset's estimated useful life. No interest was capitalized in 2000.
      Total interest capitalized was $656,985 as of December 31, 1999.

      Microwave relocation includes costs and the related obligation
      incurred to relocate incumbent microwave frequencies in the Company's
      service area. Microwave relocation costs are amortized on a
      straight-line basis over 20 years beginning upon commencement of
      services in respective markets. The amortization of microwave
      relocation costs was $273,453 and $84,312 for the years ended
      December 31, 2000 and 1999, respectively.

      SOFTWARE COSTS - In accordance with Statement of Position ("SOP")
      98-1, "Accounting for Costs of Computer Software Developed or
      Obtained for Internal Use," certain costs related to the development
      or purchase of internal-use software are capitalized and amortized
      over the estimated useful life of the software. During fiscal 2000
      and 1999, the Company capitalized approximately $2,037,000 and
      $411,000, respectively, in software costs under SOP 98-1, which are
      being amortized over a five-year life. The Company amortized computer
      software costs of approximately $265,000 and $40,000 during 2000 and
      1999, respectively.

      START-UP COSTS - In April 1998, the American Institute of Certified
      Public Accountants ("AICPA") issued Statement of Position ("SOP")
      98-5, "Reporting on the Costs of Start-Up Activities." This statement
      became effective January 1, 1999 and required that costs of start up
      activities and organization costs be expensed as incurred.

      ADVERTISING COSTS - Advertising costs are expensed as incurred.
      Advertising expenses totaled $18,964,068 and $3,663,893 during 2000
      and 1999, respectively.

      INCOME TAXES. - The Company presents income taxes pursuant to
      Statement of Financial Accounting Standards No. 109. "Accounting for
      Income Taxes" ("FAS 109"). FAS 109 uses an asset and liability
      approach to account for income taxes, wherein, deferred taxes are
      provided for book and tax basis differences for assets and
      liabilities. In the event differences between the financial reporting
      basis and the tax basis of the Company's assets and liabilities
      result in deferred tax assets, an evaluation of the probability of
      being able to realize the future benefits indicated by such assets is
      required. A valuation allowance is provided for a portion or all of
      the deferred tax assets when there is sufficient uncertainty
      regarding the Company's ability to recognize the benefits of the
      assets in future years.

      REVENUE RECOGNITION - In December 1999, the Securities and Exchange
      Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"),
      "Revenue Recognition in Financial Statements." SAB 101 summarizes
      certain of the staff's interpretations in applying generally accepted
      accounting principles to revenue recognition. The provisions of SAB
      101 were required to be adopted during the quarter ending December
      31, 2000 effective as of January 1, 2000. Pursuant to SAB 101, the
      company began deferring customer activation fee revenue and an equal
      amount of customer acquisition related expenses in October 2000 when
      the Company began charging these fees. These deferred amounts are
      amortized over a three-year period, which approximates the average
      life of a customer. For the year ended December 31, 2000, the Company
      had deferred $1,180,413 of activation fee revenue and acquisition
      related expenses and had amortized $77,012. At December 31, 2000,
      $735,593 of the remaining deferral was classified as long-term.

      The Company recognizes revenue as services are performed. Sprint PCS
      handles the Company's billings and collections and retains 8% of
      collected service revenues from Sprint PCS subscribers based in the
      Company's territories and from non-Sprint PCS subscribers who roam
      onto the Company's network. The amount retained by Sprint PCS is
      recorded in Cost of Service and Operations. Revenues generated from
      the sale of handsets and accessories and from roaming services
      provided to Sprint PCS customers who are not based in the Company's
      territories are not subject to the 8% retainage.

      Sprint PCS pays the Company a Sprint PCS roaming fee for each minute
      that a Sprint PCS subscriber based outside of the Company's
      territories roams on the Company's portion of the Sprint PCS network.
      Revenue from these services will be recognized as the services are
      performed. Similarly, the Company will pay Sprint PCS roaming fees to
      Sprint PCS, when a Sprint PCS subscriber based in the Company's
      territories roams on the Sprint PCS network outside of the Company's
      territories. These costs will be included as cost of service when
      incurred.

      Product revenues consisting of proceeds from sales of handsets and
      accessories are recorded net of an allowance for sales returns. The
      allowance is estimated based on Sprint PCS' handset return policy
      that allows customers to return handsets for a full refund within 14
      days of purchase. When handsets are returned to the Company, the
      Company may be able to reissue the handsets to customers at little
      additional cost. However, when handsets are returned to Sprint PCS
      for refurbishing, the Company will receive a credit from Sprint PCS,
      which will be less than the amount the Company originally paid for
      the handset. For the years ended December 31, 2000 and 1999,
      respectively, product revenue was $9,200,669 and $2,450,090. The cost
      of products sold includes the total cost of accessories and handsets
      sold through our retail stores (including sales to local indirects)
      and totaled $20,524,427 and $5,938,838 for the years ending December
      31, 2000 and 1999, respectively. There were no product revenues or
      related costs for the period from inception to December 31, 1998. The
      costs of handsets exceeds the retail sales price because we subsidize
      the price of handsets for competitive reasons.

      STOCK BASED COMPENSATION - The Company has elected to follow
      Accounting Principles Board Opinion ("APB") No. 25, "Accounting for
      Stock Issued to Employees" and related interpretations in accounting
      for its employee stock options. The non-cash compensation expense
      relates to three employees whose cash compensation is recorded in
      cost of service and operations and general and administrative
      expenses. The Company has implemented the disclosure-only provisions
      of Statement of Financial Accounting Standards ("SFAS") No. 123,
      "Accounting for Stock Based Compensation." See Note 13.

      EARNINGS (LOSS) PER SHARE - Basic earnings (loss) per share is
      computed using the weighted average number of common shares
      outstanding during the period. Diluted earnings (loss) per share is
      computed using the weighted average number of common and potential
      dilutive common shares during the period, except those that are
      antidilutive. During the fiscal year ended December 31, 2000, options
      to purchase approximately 6,788,752 shares were outstanding but are
      not included in the computation because they are antidilutive.

      USE OF ESTIMATES - The preparation of financial statements in
      conformity with generally accepted accounting principles requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets
      and liabilities on the date of the financial statements and the
      reported amounts of expenses during the reporting period. Actual
      results could differ from those estimates.

      RISKS AND UNCERTAINTIES - We estimate that we will require
      approximately $223 million to complete the current build-out plan and
      fund working capital losses through March 2002. This includes our
      acquisitions of Roberts and WOW, as described in Note 17. The actual
      funds required to build-out our portion of the Sprint PCS network and
      to fund operating losses and working capital needs may vary
      materially from this estimate, and additional funds could be
      required. Failure to obtain additional capital, if needed to complete
      the build-out of our portion of the Sprint PCS network, could cause
      delay or abandonment of our development plans.

      CONCENTRATION OF RISK - The Company maintains cash and cash
      equivalents in accounts with financial institutions in excess of the
      amount insured by the Federal Deposit Insurance Corporation. The
      Company monitors the financial stability of this institution
      regularly and management does not believe there is significant credit
      risk associated with deposits in excess of federally insured amounts.

      RECLASSIFICATION - Certain reclassifications have been made to prior
      year balances to conform to current year presentations.

      EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS - In June 1998 and June
      1999, the Financial Accounting Standards Board ("FASB"), issued SFAS
      No. 133, "Accounting for Derivative Instruments and Hedging
      Activities" and SFAS No. 137, "Accounting for Derivative Instruments
      and Hedging Activities-Deferral of the Effective Date of FASB
      Statement No. 133." These statements require companies to record
      derivatives on the balance sheet as assets or liabilities, measured
      at fair value. Gains or losses resulting from changes in the values
      of those derivatives would be accounted for depending on the use of
      the derivative and whether it qualifies for hedging accounting. SFAS
      No. 133 will be effective for the Company's fiscal year ending
      December 31, 2001. Management believes that the adoption of these
      statements will not have a significant impact on the Company's
      financial results.

4.    NOTES RECEIVABLE

      ROBERTS - On July 31, 2000, Alamosa Operations, Inc. ("Operations")
      entered into a loan agreement with Roberts Wireless Communications,
      L.L.C. ("Roberts") whereby Operations agreed to lend up to $26.6 million
      to be used only for the purpose of funding Roberts' working capital
      needs from July 31, 2000 through the completion of the Roberts
      merger, as described Note 1. Also on July 31, 2000, Operations
      entered into a loan agreement with the owners of Roberts for $15
      million. As of December 31, 2000, approximately $37 million had been
      funded under the loan agreements. The loans bear interest at the
      prime rate and are due 6 months after the termination of the Roberts
      reorganization agreement, upon acceleration or upon demand.

      WOW - Also, on July 31, 2000, WOW and Operations entered into a loan
      agreement whereby Operations agreed to lend up to $11 million to WOW
      to be used only for the purposes of (a) satisfying certain capital
      contribution requirements under WOW's operating agreement, and (b)
      funding WOW's working capital needs from July 31, 2000 through the
      completion of the WOW merger. As of December 31, 2000, approximately
      $10 million had been funded under the loan agreement. The loan bears
      interest at the prime rate and is due 30 days after the termination
      of the WOW reorganization agreement or upon demand. The loan is
      guaranteed by certain members of WOW Holdings.

      The mergers of Roberts and WOW into the Company were completed in
      February, 2001.

5.    UNAUDITED PRO FORMA INFORMATION

      The unaudited pro forma information reflects certain assumptions
      regarding transactions and their effects that occurred as a result of
      the reorganization described in Note 1.

      UNAUDITED PRO FORMA INCOME INFORMATION - The unaudited pro forma
      information as shown on the statements of operations is presented to
      show the effects of income taxes related to the Company's subsequent
      termination of its limited liability company status. The unaudited
      pro forma income tax adjustment is presented as if the Company had
      been a C Corporation subject to federal and state income taxes at an
      effective tax rate of 34% for the period from inception through
      December 31, 1998 and the year ended December 31, 1999. Application
      of the provisions of SFAS No. 109, "Accounting for Income Taxes"
      would have resulted in a deferred tax asset primarily from temporary
      differences related to the treatment of start-up costs and from net
      operating loss carryforwards. The deferred tax asset would have been
      offset by a full valuation allowance, as there is not currently
      sufficient positive evidence as required by SFAS No. 109 to
      substantiate recognition of the asset.

      The pro forma information is presented for informational purposes
      only and is not necessarily indicative of operating results that
      would have occurred had the Company elected to terminate its limited
      liability company status as of the beginning of 1999, nor are they
      necessarily indicative of future operating results.

      UNAUDITED PRO FORMA NET LOSS PER SHARE - Pro forma net loss per share
      is calculated by dividing pro forma net loss by the weighted average
      number of shares of common stock which would have been outstanding
      before the initial public offering after giving effect to the
      reorganization of the Company described in Note 1.

      UNAUDITED PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING - Unaudited
      pro forma weighted average shares outstanding is computed after
      giving effect to the reorganization of the Company described in Note
      1. The calculation was made in accordance with SFAS No. 128,
      "Earnings Per Share." Diluted weighted average shares outstanding at
      December 31, 1999 exclude 141,042 incremental potential common shares
      from stock options because inclusion would have been antidilutive.

6.    PROPERTY AND EQUIPMENT

      Property and equipment consist of the following:

                                        DECEMBER 31,   DECEMBER 31,
                                            2000           1999
                                        ------------   -------------
      Land and building.............     $5,668,180     $2,762,357
      Network equipment.............    159,982,079     72,518,897
      Vehicles......................      1,584,286        430,753
      Furniture and office equipment     10,129,708      2,266,966
                                         ----------     ----------

                                        177,364,253     77,978,973
      Accumulated depreciation......     (15,290,044)   (2,974,674)
                                         -----------    ----------

          Subtotal..................     162,074,209    75,004,299

      Microwave relocation costs....      4,103,214      3,578,155
      Accumulated amortization......       (273,453)       (84,312)
                                       ------------     ----------

          Subtotal..................      3,829,761      3,493,843

      Construction in progress:
        Network equipment...........     60,596,869      4,825,288
        Leasehold improvements......      2,482,030      1,390,294
                                         ----------     ----------

          Subtotal..................     63,078,899      6,215,582
                                         ----------     ----------

          Total.....................     $228,982,869   $84,713,724
                                         ============   ===========

7.    LEASES

      OPERATING LEASES - The Company has various operating leases,
      primarily related to rentals of tower sites and offices. Rental
      expense was $6,177,267 and $1,924,848 for 2000 and 1999,
      respectively. At December 31, 2000, the aggregate minimum rental
      commitments under noncancelable operating leases for the periods
      shown are as follows:

                   YEARS:
                    2001                $  8,700,345
                    2002                   8,684,484
                    2003                   8,682,799
                    2004                   8,661,004
                    2005                   8,535,777
                 Thereafter                35,025,779
                                     ----------------

                    Total               $  78,290,188
                                        =============

      CAPITAL LEASES - Capital leases consist of leases for rental of
      retail space and switch usage. The net present value of the leases
      was $1,074,392 and $848,842 at December 31, 2000 and 1999,
      respectively, and was included in property and equipment.
      Amortization recorded under these leases was $133,724 for the year
      ended December 31, 2000 and was $30,894 during 1999. At December 31,
      2000, the future payments under capital lease obligations, less
      imputed interest, are as follows:

                         YEARS:
                         2001                      $148,280
                         2002                      149,131
                         2003                      149,999
                         2004                      159,135
                         2005                      160,788
                         Thereafter              1,181,166
                                                 ---------

                   Total minimum lease payments  1,948,499
                   Less: imputed interest          874,107
                                                 ---------

                   Present value of minimum
                   lease payments                1,074,392
                   Less: current installments       35,778
                                                 ---------

                   Long-term capital lease
                   obligations at December
                   31, 2000                     $1,038,614
                                                ==========

8.    BANK LINE OF CREDIT

      The Company had a $500,000 revolving line of credit with a bank that
      expired June 9, 2000. The line of credit had a variable interest rate
      of 9.25% at December 31, 1999. Proceeds from this line of credit were
      used to purchase vehicles for service representatives. This loan has
      not renewed and there is no amount outstanding at December 31, 2000.
      As of December 31, 1999, $363,665 was outstanding on the line of
      credit.

9.    LONG-TERM DEBT

      Long-term debt consists of the following:


                              December 31, 2000    December 31, 1999
                              -----------------    -----------------

Debt outstanding under credit
 facilities:
    Senior Discount Notes      $   209,279,908      $          --
    EDC Credit Facility             54,524,224          71,876,379
    Bank line of credit                     --             363,665
                               ---------------      --------------
Total debt                         263,804,132          72,240,044
Less current maturities                     --             363,665
                               ---------------      --------------
Long-term debt, excluding
 current maturities            $   263,804,132      $   71,876,379
                               ===============      ==============

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

      o  RANKING - The 2000 Senior Discount Notes are senior unsecured
         obligations of Alamosa (Delaware), Inc., equal in right of payment
         to all future senior debt of Alamosa (Delaware), Inc. and senior
         in right of payment to all future subordinated debt of Alamosa
         (Delaware), Inc.;

      o  GUARANTEES - The 2000 Senior Discount Notes are unsecured
         obligations and will rank equally with all existing and future
         senior debt and senior to all existing and future subordinate
         debt. The Notes are fully and unconditionally, jointly and
         severally guaranteed on a senior subordinated, unsecured basis, by
         all the existing and any future restricted subsidiaries of Alamosa
         (Delaware), Inc. with the exception of Alamosa Operations, Inc., a
         wholly owned subsidiary of Alamosa (Delaware), Inc. The financial
         statements of Alamosa (Delaware), Inc. and financial information
         related to its guarantor subsidiaries are included in Alamosa
         (Delaware), Inc.'s Form 10-K.

      o  OPTIONAL REDEMPTION - During the first thirty six (36) months
         after the 2000 Senior Discount Notes offering, we may use net
         proceeds of an equity offering to redeem up to 35% of the accreted
         value of the notes at a redemption price of 112 7/8%;

      o  CHANGE OF CONTROL - Upon a change of control as defined by the
         2000 Senior Discount Notes offering, we will be required to make
         an offer to purchase the notes at a price equal to 101% of the
         accreted value (original principal amount plus accrued interest)
         before February 15, 2005, or 101% of the principal amount at
         maturity thereafter; and

      o  RESTRICTIVE COVENANTS - The indenture governing the 2000 Senior
         Discount Notes contains covenants that, among other things and
         subject to important exceptions, limit our ability and the ability
         of our subsidiaries to incur additional debt, issue preferred
         stock, pay dividends, redeem capital stock or make other
         restricted payments or investments as defined by the Notes
         Offering, create liens on assets, merge, consolidate or dispose of
         assets, or enter into transactions with affiliates and change
         lines of business.

      NORTEL/EDC CREDIT FACILITY - The Company entered into a credit
      facility effective June 10, 1999 with Nortel for $123.0 million. On
      February 8, 2000 the Company entered into an Amended and Restated
      Credit Agreement with Nortel Networks Inc., and on June 23, 2000,
      Nortel assigned the entirety of its loans and commitments under the
      Amended and Restated Credit Agreement to Export Development
      Corporation (the "Nortel/EDC Credit Facility"). The proceeds of the
      Nortel/EDC Credit Facility are used to purchase equipment, to fund
      the construction of the Company's portion of the Sprint PCS network,
      and to pay associated financing costs. The financing terms permitted
      the Company to borrow $250 million (which was subsequently reduced to
      $175 million as a result of the prepayment of $75 million
      outstanding) under three commitment tranches through February 18,
      2002, and requires minimum equipment purchases.

      The Nortel/EDC Credit Facility is collateralized by all of the
      Company's current and future assets and capital stock. The Company is
      required to maintain certain financial ratios and other financial
      conditions including minimum levels of revenue and wireless
      subscribers. In addition, the Company is required to maintain a 1.0
      million cash balance as collateral against the facility. At December
      31, 1999, the Company was not in compliance with this agreement;
      however, a waiver of this requirement was obtained from Nortel.

      Alamosa may borrow money under the Nortel/EDC Credit Facility as
      either a base rate loan with an interest rate of prime plus 2.75%, or
      a Eurodollar loan with an interest rate of the London interbank
      offered rate, commonly referred to as LIBOR, plus 3.75%. The LIBOR
      interest rate was 6.199% at December 31, 2000. In addition, an annual
      unused facility fee of 0.75% will be charged beginning August 8, 2000
      on the portion of the available credit that has not been borrowed.
      Interest accrued through the two-year anniversary from the closing
      date can be added to the principal amount of the loan. Thereafter,
      interest is payable monthly in the case of base rate loans and at the
      end of the applicable interest period, not to exceed three months, in
      the case of Eurodollar loans. Interest expense for the period ended
      December 31, 2000 totaled $1,332,392. Principal is payable in 20
      quarterly installments beginning September 30, 2002. Alamosa may
      voluntarily prepay any of the loans at any time, but any amount
      repaid may not be reborrowed since there are no revolving credit
      features. Alamosa must make mandatory prepayments under certain
      circumstances, including 50% of the excess cash flow, as computed
      under the Nortel/EDC Credit Facility, after March 31, 2002 and any
      amount in excess of $250,000 received for asset sales outside the
      ordinary course of business or insurance proceeds, to the extent not
      reinvested in property or assets within a stated period of time. All
      prepayments are applied to the outstanding loan balances pro rata in
      the inverse order of maturity, except where there is a borrowing base
      shortage, in which case prepayments are first applied there, and then
      pro rata among all three commitment tranches.

      The original commitment terms provided for warrants representing 2%
      of the outstanding common stock of Holdings. These warrants were
      eliminated, by prior agreement, when the Company used $75 million of
      the equity contribution from Holdings to prepay, in February 2000,
      amounts previously borrowed under the Nortel/EDC Credit Facility. In
      addition to the $75 million prepayment, in conjunction with the
      closing of the new facility, the Company also paid accrued interest
      of approximately $852,500 and origination fees and expenses of
      $3,995,000.

      As a condition of the financing, Sprint PCS has entered into a
      consent and agreement with Nortel that modifies Sprint PCS' rights
      and remedies under its affiliation agreements with the Company. Among
      other things, Sprint PCS consented to the pledge of substantially all
      of the Company's assets to Nortel, including the affiliation
      agreements. In addition, Sprint PCS may not terminate the affiliation
      agreements with the Company and must maintain 10 MHz of PCS spectrum
      in the Company's markets until the Nortel/EDC Credit Facility is
      satisfied or the Company's assets are sold pursuant to the terms of
      the consent and agreement with Nortel.

      Alamosa incurred approximately $8,256,000 of costs associated with
      obtaining the Nortel/EDC Credit Facility. Those costs consisted of
      loan origination fees, legal fees and other debt issuance costs that
      have been capitalized and are being amortized to interest expense
      using the straight-line method over the term of the Nortel/EDC Credit
      Facility.

      Terms and conditions of the Nortel/EDC Credit Facility after the
      assignment on June 23, 2000 are essentially the same as before the
      assignment. However, the Company is no longer required to maintain a
      $1 million cash balance as collateral against the Nortel/EDC Credit
      Facility.

10.   INCOME TAXES

      Deferred taxes are provided for those items reported in different
      periods for income tax and financial reporting purposes. The net
      deferred tax asset has been fully reserved because of uncertainty
      regarding the Company's ability to recognize the benefit of the asset
      in future years. Prior to February 1, 2000, the Company's predecessor
      operated as a Limited Liability Company ("LLC") under which losses
      for income tax purposes were utilized by the LLC members on their
      income tax returns. Subsequent to January 31, 2000, the Company
      became a C-Corp for federal income tax purposes and therefore
      subsequent losses became net operating loss carryforwards of the
      Company. The tax effects of temporary differences that give rise to
      significant portions of the deferred tax assets and deferred tax
      liabilities are presented below:

                                            DECEMBER 31,
                                                2000
                                           -------------
      Deferred tax assets:
        Net operating loss carryforwards   $ 25,625,914
        Original issue discount               7,690,882
        Non-cash compensation                 2,067,209
        Start-up expenses                     1,006,690
        Deferred rent                           588,000
        Bad debt allowance                      442,577
        Other                                   600,517
                                           ------------

          Gross deferred tax assets          38,021,789

      Deferred tax liabilities:
        Depreciation                         10,995,932
        Other                                    40,532
                                           ------------
      Net deferred tax assets                26,985,325
      Valuation allowance                   (26,985,325)
                                           ------------

      Deferred tax balance                 $         --
                                           ============


      The provision for income taxes is different than the amount computed
      using the applicable statutory federal income tax rate with the
      differences summarized below:

                                            DECEMBER 31,
                                               2000
                                            ------------

      Federal tax benefit at statutory rate        (35%)
                                            ============

      Predecessor Limited Liability Company         1.45%
      Adjustment   due   to   increase   in        33.40%
      valuation allowance
      Other                                          .15%
                                            -------------
      Provision for income taxes                    0.00%
                                            =============

      As of December 31, 2000, the Company has available net operating loss
      carryforwards totaling approximately $73,217,000 which expire
      beginning in 2020. Utilization of net operating loss carryforwards
      may be limited by ownership changes which may have occurred or could
      occur in the future.

11.   RELATED PARTY TRANSACTIONS

      NOTE RECEIVABLE - On April 23, 1999, the Company entered into a
      $100,000 loan agreement with an officer of the Company. The loan was
      fully repaid on April 10, 2000.

      AGREEMENTS WITH CHR SOLUTIONS, INC. - Alamosa has entered into a
      number of agreements with CHR Solutions, Inc. ("CHR") to perform
      various consulting and engineering services. CHR resulted from a
      merger between Hicks & Ragland Engineering Co., Inc., and Cathey,
      Hutton & Associates, Inc. effective as of November 1, 1999. David
      Sharbutt, the Company's Chairman and Chief Executive Officer, was at
      the time the agreements were executed, the President and Chief
      Executive Officer of Hicks & Ragland. As of December 2000, Mr.
      Sharbutt resigned his position on the Board of CHR, and is no longer
      an employee of CHR.

      Total amounts paid under the above agreements totaled $6,334,259 and
      $3,841,793 for the years ended December 31, 2000 and 1999,
      respectively. Amounts included in accounts payable for the above
      agreement totaled $1,489,358 and $893,764 for the years ended
      December 31, 2000 and 1999, respectively.

      AGREEMENT WITH AMERICAN TOWER CORPORATION - In August 1998, the
      Company entered into a master site development and lease agreement
      with Specialty Capital Services, Inc. ("Specialty"), a subsidiary of
      Specialty Teleconstructors, Inc. ("Teleconstructors"), that has since
      merged with American Tower Corporation ("American"). Pursuant to the
      agreement, Specialty arranges for collocation of equipment or
      constructs new facilities in area identified for build-out. Specialty
      provides site acquisitions, leasing and construction services, and
      secures zoning, permitting and surveying approvals and licenses for
      each base station. This initial term master agreement expires in
      August 2003, with automatic renewal for three additional terms of
      five years each.

      The agreement provides for monthly payments subject to an annual
      adjustment based on the Consumer Price Index. Prior to October 1,
      1999, Specialty was related to the Company through one of the
      Company's directors who owned interests in both the Company and
      Teleconstructors and was an employee and officer of Specialty and
      Teleconstructors. In addition, another individual who was one of the
      Company's directors at the time the agreement was entered into is a
      manager of Longmont PCS, LLC, one of the Company's former members.
      This individual was also a stockholder of Teleconstructors and acted
      as a vice president of American, which acquired Teleconstructors. The
      two individuals completed the disposition of their ownership
      interests in American by September 30, 1999 and are no longer
      associated with American. No amounts were paid or outstanding under
      this agreement during 1998. Through September 30, 1999, $165,300 was
      paid under this agreement.

      AGREEMENTS WITH TECH TELEPHONE COMPANY - Alamosa entered into a
      telecommunications service agreement with Tech Telephone Company
      Limited Partnership, an affiliate of CHR, to install and provide DSI
      telecommunications lines between sprint PCS and the Company's
      Lubbock-based operations and between the Company's Lubbock-based
      operations and other markets. The original term of the agreement is
      three years, but the agreement automatically renews upon expiration
      for additional successive 30-day terms by either party.

      The Company has also entered into a distribution agreement with Tech
      Telephone, authorizing it to become a third party distributor of
      Sprint PCS products and services for the Company in Lubbock.

      Total amount paid for these contracts was $1,707,074 and $212,687
      during the years ended December 31, 2000 and 1999 respectively. The
      amounts included in accounts payable for the same periods were
      $147,387 and $288,461, respectively.

      OTHER RELATED PARTY TRANSACTIONS - In November 1998, the Company
      entered into an agreement to lease space for telephone switching
      equipment in Albuquerque with SASR Limited Partnership, 50% owned by
      one of the Company's directors and a manager of West Texas PCS, LLC,
      and Budagher Family LLC, two of the Company's interest holders. The
      lease has a term of five years with two optional five-year terms. The
      lease provides for monthly payments aggregating to $18,720 a year
      with 10% increase at the beginning of the two option periods, as well
      as a pro rata portion of real estate taxes on the property.

      In connection with the Company's distribution and sales of Sprint PCS
      wireless communications equipment, on December 28, 1998, the Company
      entered into a long-term agreement to lease space for a retail store
      in Lubbock, Texas with Lubbock HLH, Ltd., principally owned by one of
      Holding's directors and the general manager of South Plains Advance
      Communications & Electronics, Inc. ("SPACE"). SPACE is a stockholder
      of the Company. This lease has a term of 15 years and provides for
      monthly payments aggregating to approximately $110,000 a year,
      subject to adjustment based on the Consumer Price Index on the first
      day of the sixth lease year and on the first day of the eleventh
      lease year. No amounts were paid or outstanding under this lease at
      December 31, 1998. During 1999, $73,233 was paid under this lease. No
      amount was payable at December 31, 1999. During 2000, $100,833 was
      paid under this lease. No amount was payable at December 31, 2000.

12.   EMPLOYEE BENEFITS

      Effective November 13, 1998, the Company elected to participate in
      the NTCA Savings Plan, a defined contribution employee savings plan
      sponsored by the National Telephone Cooperative Association under
      Section 401(k) of the Internal Revenue Code. No employer
      contributions were made to this plan for the period ended December
      31, 1999 and 1998. During 2000, the Company made employer
      contributions of $187,555.

      Effective October 1, 1999, the Company entered into a three-year
      employment agreement with its Chief Executive Officer ("CEO"), the
      Company's chairman. In addition, in December 1999, the Company
      granted options to the CEO to acquire 242,500 common shares at an
      exercise price of $1.15 per share which vested immediately prior to
      the completion of the initial public offering and 1,455,000 shares at
      an exercise price equal to the initial public offering price which
      vest 33% per year beginning September 30, 2000. The options expire
      January 5, 2009. The Company will recognize compensation expense of
      $3,116,125 related to the 242,500 options issued with an exercise
      price below the initial public offering price over the options
      vesting period.

      Compensation expense recorded for the year ended December 31, 2000
      and 1999 was $2,764,797 and $351,328, respectively.

      On October 2, 1998, the Company entered into an employee agreement
      with its Chief Operating Officer ("COO"). The agreement provides for
      the granting of stock options in three series. The initial exercise
      price was determined based on the following formula: $48,500,000,
      committed capital at September 30, 1998, multiplied by the percentage
      interest represented by the option exercised. The exercise price for
      each series increased by an annual rate of 8%, 15% or 25% compounded
      monthly beginning at the date of grant as specified by the agreement.
      Options may be exercised any time from January 1, 2004 to January 5,
      2008. The options vest over a three-year period. During 1998, one
      option from each series was granted under this agreement. The options
      to acquire membership interests described above were to be exchanged
      for options in Holdings to acquire an equivalent number of common
      shares: 242,500 at $1.08 per share, 242,500 at $1.15 per share and
      242,500 at $1.25 per share. Effective December 1999, the Company
      amended his options such that each of his three series of original
      options were exchanged for two options to acquire a total of
      1,697,500 shares of common stock. The first option to acquire 242,500
      shares of common stock has a fixed exercise price of $1.15 per share
      and vested immediately prior to completion of the initial public
      offering. The second option to acquire 1,455,000 shares of common
      stock has an exercise price equal to the initial public offering
      price and vests 25% per year beginning September 30, 2000. The
      expiration date of all of the COO's options was extended from January
      5, 2008 to January 5, 2009. These amendments resulted in a new
      measurement date. The Company will record compensation expense
      totaling $9,341,100 in connection with these options. Compensation
      expense recorded for the years ended December 31, 2000 and 1999 was
      $1,639,532 and $6,588,755, respectively.

      Effective December 1, 1999, the Company entered into a five-year
      employment agreement with its Chief Financial Officer ("CFO"). In
      addition, the Company granted the CFO options to purchase 1,455,000
      shares at the initial public offering price and that will expire
      January 5, 2009. There is no compensation cost related to these
      options.

      On October 14, 1998, the Board of Members of the Company approved an
      Incentive Ownership Plan. The plan consisted of 3,500 units comprised
      of 1,200 Series 8, 1,150 Series 15 and 1,150 Series 25 units. The
      exercise price for each series was based on a pre-defined strike
      price which increased by an annual rate of 8%, 15% or 25% compounded
      monthly beginning July 1, 2000. The initial exercise prices were
      $564.79, $623.84 and $711.88 for Series 8, Series 15 and Series 25
      options, respectively. Each unit provided the holder an option to
      purchase an interest in the Company. Vested units could have been
      exercised any time from July 1, 2000 to December 31, 2006. On October
      29, 1998, under an employment agreement with the Company's Chief
      Technology Officer, 300 units were granted under this plan. The
      options to acquire membership interests described above were to be
      exchanged for options to acquire an equivalent number of common
      shares: 48,500 at $1.13 per share, 48,500 at $1.25 per share and
      48,500 at $1.42 per share. Effective as of the IPO, these options
      were converted into options of Holdings and were amended such that
      his original options with exercise prices that increased by an annual
      rate of 8%, 15%, or 25% (compounded monthly beginning July 1, 2000)
      were exchanged for options to purchase an equivalent number of common
      shares at fixed exercise prices equal to $1.13, $1.25 and $1.42 per
      share, which will not increase over the term of the options. These
      amendments resulted in a new measurement date. The Company recorded
      compensation expense totaling $2,095,723 in connection with these
      options. Compensation expense recorded for the year ended December
      31, 2000 and 1999 was $836,296 and $1,259,427, respectively.

13.   STOCK-BASED COMPENSATION

      Holdings adopted an Incentive Stock Option Plan (the "Plan")
      effective November 12, 1999, which provides for the granting of
      either incentive stock options or nonqualified stock options to
      purchase shares of Holdings' common stock and for other stock-based
      awards to officers, directors and key employees for the direction and
      management of the Company and to non-employee consultants and
      independent contractors. At December 31, 2000, 7,000,000 shares of
      common stock were reserved for issuance under the Plan. The
      compensation committee of the board of directors administers the Plan
      and determines grant prices and vesting periods.

      Generally, the options under each plan vest in varying increments
      over a three to five-year period, expire ten years from the date of
      grant and are issued at exercise prices no less than 100% of the fair
      market value of common stock at the time of the grant.

      The Company applies APB No. 25, "Accounting for Stock Issued to
      Employees" and related interpretation, in accounting for its employee
      stock options. In accordance with APB No. 25, no compensation expense
      or unearned compensation was recorded as of December 31, 1998. The
      Company has recorded unearned compensation of $14,962,949. This
      amount is being recognized over the vesting period in accordance with
      FASB Interpretation No. 28 when applicable. For the year ended
      December 31, 2000 and 1999, non-cash compensation of $5,650,625 and
      $8,199,511 has been recognized, respectively.

      As discussed in Note 3, the Company has adopted the disclosure-only
      provisions of SFAS No. 123. Had compensation cost for the Company's
      stock option plans been determined based on the fair value provisions
      of SFAS No. 123, the Company's net loss and net loss per share would
      have been decreased to the pro forma amounts indicated below:

                                                               FOR THE PERIOD
                                                               FROM JULY 16,
                                                               1998 (INCEPTION)
                                    YEAR END        YEAR END        THROUGH
                                  DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                      2000            1999           1998
                                 -------------   ------------- ----------------

        Net loss - as reported.. $  (80,188,100)  $(32,835,859) $(923,822)
        Net loss - pro forma.... $  (80,188,100)  $(32,835,859) $(997,531)
        Net loss per share - as
        reported................
           Basic and Diluted.... $      (1.33)    $    (.68)    $   (.02)
        Net loss per share -
        pro forma...............
           Basic and Diluted.... $      (1.33)    $    (.68)    $   (.02)

      The pro forma disclosures provided are not likely to be
      representative of the effects on reported net income or loss for
      future years due to future grants and the vesting requirements of the
      Company's stock option plans.


      The weighted-average fair value for all stock options granted in
      1998, 1999 and 2000 was $0.46, $13.04, and $12.18, respectively. The
      fair value of each stock option granted is estimated on the date of
      grant using the Black-Scholes option-pricing model with the following
      weighted-average assumptions:

<TABLE>
<CAPTION>

                                                                          FOR THE
                                                                        PERIOD FROM
                                                                      JULY 16, 1998
                                                                        (INCEPTION)
                                  YEAR END          YEAR END              THROUGH
                               DECEMBER 31, 2000  DECEMBER 31, 1999   DECEMBER 31, 1998
                               -----------------  -----------------   ------------------

<S>                                   <C>           <C>                  <C>
         Dividend yield......            0%            0%                   0%
         Expected volatility.           72%           70%                  70%
         Risk-free rate of
         return..............          6.3%           5.5%                 5.5%
         Expected life.......         4.07 years     5.53 years            0.3 years
</TABLE>


      The following summarizes activity under the Company's stock option
plans:
<TABLE>
<CAPTION>

                                                           WEIGHTED-AVERAGE EXERCISE
                                 NUMBER OF OPTIONS              PRICE PER SHARE
                              -------------------------  -----------------------------
                                YEAR END      YEAR END       YEAR END       YEAR END
                              DECEMBER 31,  DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                  2000          1999           2000           1999
                              ------------- -----------   -------------  -------------
<S>                             <C>           <C>        <C>           <C>
      Options outstanding
        at beginning
        of the period.....      5,282,000     873,000    $     12.47   $     1.18
      Granted.............      2,131,750   5,282,000          17.17        12.47
      Exercised...........       (538,750)        --           (1.48)          --
      Canceled/forfeited          (86,248)   (873,000)        (12.35)       (1.18)
                            ------------- -----------   -------------  -------------

      Options outstanding
        at the end
        of the period.....      6,788,752   5,282,000    $     16.87   $    12.47
                            ============= ===========   =============  =============
      Options exercisable
        at end of the
        period............      1,615,502      48,498    $     16.75   $     1.27

</TABLE>


      The following table summarizes information for stock options at
December 31, 2000:

<TABLE>
<CAPTION>

                                  OUTSTANDING                       EXERCISABLE
                        ----------------------------------     ----------------------
                                                                            WEIGHTED
       RANGE OF          NUMBER                  REMAINING      NUMBER       AVERAGE
       EXERCISE            OF        EXERCISE   CONTRACTURAL      OF        EXERCISE
        PRICES          OPTIONS       PRICE         LIFE        OPTIONS      PRICE
      ------------      --------    ---------  --------------  --------   ------------


<S>                   <C>          <C>            <C>         <C>             <C>
       $1.13 - $10.74     57,002    $   10.21      8.8           57,002  $   10.21
      $10.75 - $15.67    620,100    $   13.82      9.7            9,000  $   15.67
      $16.81 - $24.56  6,029,650    $   17.11      8.3        1,549,500  $   17.00
      $26.25 - $35.63     82,000    $   27.11      9.6            --          N/A
                        --------    ---------  --------------  --------   ------------
       $1.13 - $35.63  6,788,752    $   16.87      8.5        1,615,502  $   16.75
                       =========                              =========
</TABLE>

14.   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts of cash, accounts payable, and accrued expenses
      approximate fair value because of the short maturity of these items.

      The carrying amount of the debt issued pursuant to the Company's
      credit agreement with EDC is expected to approximate fair value
      because the interest rate changes with market interest rates.

      The Company utilizes interest rate cap agreements to limit the impact
      of increases in interest rates on its floating rate debt. The
      interest rate cap agreements require premium payments to
      counterparties based upon a notional principal amount. Interest rate
      cap agreements entitle the Company to receive from the counterparties
      the amounts, if any, by which the selected market interest rates
      exceed the strike rates stated in the agreements. The fair value of
      the interest rate cap agreements is estimated by obtaining quotes
      from brokers and represents the cash requirement if the existing
      contracts had been settled at the balance sheet dates.

      Selected information related to the Company's senior discount notes
      is a follows:

                                             DECEMBER 31,   DECEMBER 31,
                                                 2000         1999
                                             -----------    ------------

                     Book value            $ 209,279,908    $        --
                     Fair value              215,558,305             --
                                             -----------    -----------

                     Net unrecognized gain   $ 6,278,397    $        --
                                             ===========    ===========

      Selected information related to the Company's interest rate cap
      agreements is as follows:

                                             DECEMBER 31,   DECEMBER 31,
                                                 2000         1999
                                             -----------    ------------

                     Notional amount         $ 2,300,000    $ 35,607,000
                                             ===========    ============
                     Fair value                      439         125,815
                     Carrying amount              20,550         282,958
                                             -----------    ------------
                     Net unrecognized gain
                       (loss)                $   (20,111)   $   (157,143)


      These fair value estimates are subjective in nature and involve
      uncertainties and matters of considerable judgment and therefore,
      cannot be determined with precision. Changes in assumptions could
      significantly affect these estimates.

15.   COMMITMENTS AND CONTINGENCIES

      On December 21, 1998, the Company entered into a three-year agreement
      with Nortel to purchase network equipment and infrastructure.
      Pursuant to that agreement, Nortel also agreed to provide
      installation and optimization services, such as network engineering
      and radio frequency engineering, for the equipment and to grant the
      Company a nonexclusive license to use the software associated with
      the Nortel equipment. The Company has committed to purchase $82.0
      million worth of equipment and services from Nortel. Under the
      agreement, the Company will receive a discount on the network
      equipment and services because of the Company's affiliation with
      Sprint PCS, but must pay a premium on any equipment and services
      financed by Nortel. If the Company's affiliation with Sprint PCS
      ends, Nortel has the right to either terminate the agreement or, with
      the Company's consent, modify the agreement to establish new prices,
      terms and conditions. the Company entered into a modification of the
      agreement with Nortel after December 31, 1999 as described in Note 9.

16.   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

      The quarterly results of operations (unaudited) for 1998, 1999, and
      2000 per quarter are as follows:

<TABLE>
<CAPTION>

                                                  QUARTER ENDED
                                     ---------------------------------------------
                                     MARCH 31  JUNE 30  SEPTEMBER 30   DECEMBER 31
                                     --------  -------  ------------   -----------
                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)

<S>           <C>                     <C>       <C>       <C>       <C>
              1998:
                  Net sales......   $    --  $    --    $     --  $     --
                  Operating loss.        --       --        (401)     (558)
                  Net loss.......        --       --        (400)     (523)
                  Basic and
                   diluted pro
                   forma net
                   loss per share   $    --  $    --    $   (.01) $   (.01)

              1999:
                  Net sales......   $    --  $    35    $  1,965  $  6,984
                  Operating loss.    (1,963)  (4,005)    (11,279)  (13,425)
                  Net loss.......    (1,745)  (4,018)    (11,926)  (15,147)
                  Basic and
                   diluted pro
                   forma net
                   loss per share.  $  (.02) $  (.08)   $   (.25) $   (.31)

              2000:
                  Net sales.......  $11,880  $17,553    $ 23,203  $ 30,064
                  Operating loss..  (13,114) (10,744)    (14,621)  (30,418)
                  Net loss........  (15,580) (12,908)    (17,470)  (34,230)
                  Basic and
                   diluted net loss
                   per share......  $ (0.27) $ (0.21)   $  (0.28) $  (0.57)
</TABLE>


      Beginning the fourth quarter of 2000, the Company began recording bad
      debt expense as a component of selling and marketing. Quarterly net
      sales have been adjusted to reflect the reclassification of bad debt
      expense to selling and marketing expense. The effect amounted to
      $194,722, $319,590 and $219,871 for each of the first three quarters
      in the year ended December 31, 2000.

17.   SUBSEQUENT EVENTS

      2001 SENIOR NOTES

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

      Approximately $59.0 million of the proceeds of the 2001 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 2001 Senior Notes and
      the 2000 Senior Discount Notes, and the balance will be used for
      general corporate purposes of Alamosa (Delaware), including,
      accelerating coverage within the existing territories of Alamosa
      (Delaware); the build-out of additional areas within its existing
      territories expanding its existing territories; and pursuing
      additional telecommunications business opportunities or acquiring
      other telecommunications businesses or assets.

      Significant terms of the 2001 Senior Notes include:

      RANKING - The 2001 Senior Notes are senior unsecured obligations of
      Alamosa (Delaware), rank equally with all its existing and future
      senior debt and rank senior to all its existing and future
      subordinated debt.

      GUARANTEES - The 2001 Senior Notes are fully and unconditionally,
      jointly and severally guaranteed on a senior subordinated basis by
      the current subsidiaries and future restricted subsidiaries of
      Alamosa (Delaware).

      SECURITY AGREEMENT - Concurrently with the closing of the 2001 Senior
      Notes, Alamosa (Delaware) deposited $59.0 million with the collateral
      agent, to secure on a pro rata basis the payment obligations of
      Alamosa (Delaware) under the 2001 Senior Notes and the 2000 Senior
      Discount Notes. The amount deposited in the security account,
      together with the proceeds from the investment thereof, will be
      sufficient to pay when due the first four interest payments on the
      2001 Senior Notes. Funds will be released from the security account
      to make interest payments on the 2001 Senior Notes or the 2000 Senior
      Discount Notes as they become due, so long as there does not exist an
      event of default with respect to the 2001 Senior Notes or the 2000
      Senior Discount Notes.

      OPTIONAL REDEMPTION - During the first thirty six (36) months after
      the 2001 Notes Offering, Alamosa (Delaware) may use net proceeds of
      an equity offering to redeem up to 35% of the accreted value of the
      notes at a redemption price of 112.5%.

      CHANGE OF CONTROL - Upon a change of control as defined by the 2001
      Notes Offering, Alamosa (Delaware) will be required to make an offer
      to purchase the 2001 Senior Notes at a price equal to 101% of the
      principal amount together with accrued and unpaid interest.

      RESTRICTIVE COVENANTS - The indenture governing the 2001 Senior Notes
      contains covenants that, among other things and subject to important
      exceptions, limit the ability of Alamosa (Delaware) and the ability
      of the subsidiaries of Alamosa (Delaware) to incur additional debt,
      issue preferred stock, pay dividends, redeem capital stock or make
      other restricted payments or investments as defined by the 2001 Notes
      Offering, create liens on assets, merge, consolidate or dispose of
      assets, or enter into transactions with affiliates and change lines
      of business.

      REGISTRATION RIGHTS - In connection with the 2001 Senior Notes
      Offering, Alamosa (Delaware) entered into a registration rights
      agreement, where Alamosa (Delaware) and the guarantors of the 2001
      Senior Notes agreed, (i) to file a registration statement within 90
      days of the closing of the 2001 Senior Notes Offering which, when
      effective, will enable holders of the 2001 Senior Notes to exchange
      the privately placed 2001 Senior Notes for publicly registered notes.
      The publicly registered notes will have terms substantially identical
      to those of the privately placed notes, except that the new notes
      will be freely transferable; and (ii) to use reasonable best efforts
      to cause the registration statement to become effective under the
      Securities Act within 180 days after the closing of the 2001 Senior
      Notes Offering.

      SENIOR SECURED CREDIT FACILITY

      On February 14, 2001, Superholdings, Alamosa (Delaware) and Alamosa
      Holdings, LLC, as borrower; entered into the $280.0 million Senior
      Secured Credit Facility with Citicorp USA, as administrative agent
      and collateral agent Toronto Dominion (Texas), Inc., as syndication
      agent; EDC as co-documentation agent; First Union National Bank, as
      documentation agent; and a syndicate of banking and financial
      institutions.

      The following is a summary of the principal terms of the Senior
      Secured Credit Facility.

      The Senior Secured Credit Facility consists of:

      o  a 7-year senior secured 12-month delayed draw term loan facility
         in an aggregate principal amount of up to $240.0 million; and

      o  7-year senior secured revolving credit facility (the "Revolving
         Credit Facility") in an aggregate principal amount of up to $40.0
         million, part of which will be available in the form of letters of
         credit.

      Under the Senior Secured Credit Facility, interest will accrue, at
      Alamosa Holdings, LLC's option: (i) at the London Interbank Offered
      Rate adjusted for any statutory reserves ("LIBOR"), or (ii) the base
      rate which is generally the higher of the administrative agent's base
      rate, the federal funds effective rate plus 0.50% or the
      administrative agent's base CD rate plus 0.50%, in each case plus an
      interest margin which is initially 4.00% for LIBOR borrowings and
      3.00% for base rate borrowings. The applicable interest margins are
      subject to reductions under a pricing grid based on ratios of Alamosa
      Holdings, LLC's total debt to its earnings before interest, taxes,
      depreciation and amortization ("EBITDA"). The interest rate margins
      will increase by an additional 200 basis points in the event Alamosa
      Holdings, LLC fails to pay principal, interest or other amounts as
      they become due and payable under the Senior Secured Credit Facility.

      The interest rate on the outstanding loans is 9.4375% Alamosa
      Holdings, LLC is also required to pay quarterly in arrears a
      commitment fee on the unfunded portion of the commitment of each
      lender. The commitment fee accrues at a rate per annum equal to (i)
      1.50% on each day when the utilization (determined by dividing the
      total amount of loans plus outstanding letters of credit under the
      Senior Secured Credit Facility by the total commitment amount under
      the Senior Secured Credit Facility) of the Senior Secured Credit
      Facility is less than or equal to 33.33%, (ii) 1.25% on each day when
      utilization is greater than 33.33% but less than or equal to 66.66%
      and (iii) 1.00% on each day when utilization is greater than 66.66%.

      Alamosa Holdings, LLC is also required to pay a separate annual
      administration fee and a fee on the aggregate face amount of
      outstanding letters of credit, if any, under the new revolving credit
      facility.

      On February 14, 2001, Alamosa Holdings, LLC borrowed $150.0 million
      under the Senior Secured Credit Facility while an additional $90.0
      million in term debt will be available for multiple drawings in
      amounts to be agreed for a period of 12 months thereafter. Any amount
      outstanding at the end of the 12-month period will amortize quarterly
      in amounts to be agreed beginning May 14, 2004. The Revolving Credit
      Facility of $40.0 million will be available for multiple drawings
      prior to its final maturity, provided that no amounts under the new
      revolving credit facility will be available until all amounts under
      the new term facility have been fully drawn. The Revolving Credit
      Facility will begin reducing quarterly in amounts to be agreed
      beginning May 14, 2004. All advances under the Senior Secured Credit
      Facility are subject to usual and customary conditions, including
      actual and pro forma covenant compliance and the requirement that the
      ratio of senior debt to net property, plant and equipment for the
      most recent fiscal quarter will not exceed 1:1.

      Loans under the new term loan portion of the Senior Secured Credit
      Facility will be subject to mandatory prepayments from 50% of excess
      cash flow for each fiscal year commencing with the fiscal year ending
      December 31, 2003, 100% of the net cash proceeds (subject to
      exceptions and reinvestment rights of asset sales or other
      dispositions, including insurance and condemnation proceeds) of
      property by Alamosa (Delaware) and its subsidiaries, and 100% of the
      net proceeds of issuances of debt obligations of Alamosa (Delaware)
      and its subsidiaries (subject to exceptions). After the term loans
      are repaid in full, mandatory prepayments will be applied to
      permanently reduce commitments under the revolving credit portion of
      the Senior Secured Credit Facility.

      All obligations of Alamosa Holdings, LLC under the Senior Secured
      Credit Facility are unconditionally guaranteed on a senior basis by
      Superholdings, the Company, Alamosa (Delaware) and, subject to
      certain exceptions, by each current and future direct and indirect
      subsidiary of Alamosa (Delaware), including Alamosa PCS, Inc.,
      Roberts and WOW.

      The Senior Secured Credit Facility is secured by a first priority
      pledge of all of the capital stock of Alamosa Holdings, LLC and
      subject to certain exceptions, each current and future direct and
      indirect subsidiary of Alamosa (Delaware), as well as a first
      priority security interest in substantially all of the assets
      (including all of the Sprint affiliation agreements with the Company,
      Roberts and WOW) of Alamosa (Delaware) and, subject to certain
      exceptions, each current and future direct and indirect subsidiary of
      Alamosa (Delaware).

      The Senior Secured Credit Facility contains customary events of
      default, including, but not limited to:

      o  the non-payment of the principal, interest and other obligations
         under the new Senior Secured Credit Facility;

      o  the inaccuracy of representations and warranties contained in the
         credit agreement or the violation of covenants contained in the
         credit agreement;

      o  cross default and cross acceleration to other material
         indebtedness;

      o  bankruptcy;

      o  material judgments and certain events relating to compliance with
         the Employee Retirement Income Security Act of 1974 and related
         regulations;

      o  actual or asserted invalidity of the security documents or
         guaranties of the Senior Secured Credit Facility;

      o  the occurrence of a termination event under the management,
         licenses and other agreements between any of the Company, WOW,
         Roberts and their subsidiaries and Sprint PCS or a breach or
         default under the consent and agreement entered into between
         Citicorp USA, Inc., as administrative agent for the lenders, and
         Sprint PCS;

      o  loss of rights to benefit of or the occurrence of any default
         under other material agreements that could reasonably be expected
         to result in a material adverse effect on Alamosa Holdings, LLC;

      o  the occurrence of a change of control;

      o  any termination, revocation or non-renewal by the FCC of one or
         more material licenses; and

      o  the failure by Alamosa (Delaware) to make a payment, if that could
         reasonably be expected to result in the loss, termination,
         revocation, non-renewal or material impairment of any material
         licenses or otherwise result in a material adverse affect on
         Alamosa Holdings, LLC.

      The Senior Secured Credit Facility contains numerous affirmative and
      negative covenants customary for credit facilities of a similar
      nature, including, but not limited to, negative covenants imposing
      limitations on the ability of Alamosa (Delaware), Alamosa Holdings,
      LLC and their subsidiaries, and as appropriate, Superholdings, to,
      among other things, (i) declare dividends or repurchase stock; (ii)
      prepay, redeem or repurchase debt; (iii) incur liens and engage in
      sale-leaseback transactions; (iv) make loans and investments; (v)
      incur additional debt, hedging agreements and contingent obligations;
      (vi) issue preferred stock of subsidiaries; (vii) engage in mergers,
      acquisitions and asset sales; (viii) engage in certain transactions
      with affiliates; (ix) amend, waive or otherwise alter material
      agreements or enter into restrictive agreements; and (x) alter the
      businesses they conduct.

      Alamosa (Delaware) is also subject to the following financial
      covenants, which will apply until June 30, 2002:

      o  minimum numbers of Sprint PCS subscribers;

      o  providing coverage to a minimum number of residents;

      o  minimum service revenue;

      o  maximum negative EBITDA or minimum EBITDA;

      o  ratio of senior debt to total capital;

      o  ratio of total debt to total capital; and

      o  maximum capital expenditures.

      After June 30, 2002, the financial covenants will be the following:

      o  ratio of senior debt to EBITDA;

      o  ratio of total debt to EBITDA;

      o  ratio of EBITDA to total fixed charges (the sum of debt service,
         capital expenditures and taxes);

      o  ratio of EBITDA to total cash interest expense; and

      o  ratio of EBITDA to pro forma debt service.

      Unless waived by the Senior Secured Credit Facility lenders, the
      failure of Superholdings, Alamosa Holdings, LLC and their
      subsidiaries to satisfy or comply with any of the financial or other
      covenants, or the occurrence of an event of default under the Senior
      Secured Credit Facility, will entitle the lenders to declare the
      outstanding borrowings under the Senior Secured Credit Facility
      immediately due and payable and exercise all or any of their other
      rights and remedies. Any such acceleration or other exercise of
      rights and remedies would likely have a material adverse effect on
      Superholdings, the Company, Alamosa (Delaware), Alamosa Holdings, LLC
      and their subsidiaries.

      CONSENT  AND  AGREEMENT  FOR THE  BENEFIT OF THE HOLDERS OF THE
      SENIOR SECURED CREDIT FACILITY

      Sprint PCS entered into a consent and agreement with Citicorp, that
      modifies Sprint PCS' rights and remedies under our affiliation
      agreements with Sprint PCS, for the benefit of Citicorp and the
      holders of the Senior Secured Credit Facility and any refinancing
      thereof. The consent and agreement with Citicorp generally provide,
      among other things, Sprint PCS' consent to the pledge of
      substantially all of our assets, including our rights in our
      affiliation agreements with Sprint PCS, and that our affiliation
      agreements with Sprint PCS generally may not be terminated by Sprint
      PCS until the Senior Secured Credit Facility is satisfied in full
      pursuant to the terms of the consents and agreement.

      Subject to the requirements of applicable law, so long as the Senior
      Secured Credit Facility remains outstanding, Sprint PCS has the right
      to purchase our operating assets or the or the partnership interests,
      membership interests or other equity interests of our operating
      subsidiaries, upon its receipt of notice of an acceleration of the
      Senior Secured Credit Facility, under certain terms.

      If Sprint PCS does not purchase our operating assets or the
      partnership interests, membership interests or other equity interests
      of our operating subsidiaries after an acceleration of the
      obligations under the Senior Secured Credit Facility, then the
      administrative agent may sell the operating assets or the partnership
      interests, membership interests or other equity interests of our
      operating subsidiaries.

      MERGERS WITH ROBERTS WIRELESS COMMUNICATIONS, L.L.C. AND
      WASHINGTON OREGON WIRELESS, LLC

      On July 31, 2000, Holdings signed definitive agreements to merge two
      Sprint PCS affiliates, Roberts Wireless Communications, L.L.C.
      ("Roberts") and Washington Oregon Wireless, LLC ("WOW") into its
      operations. Roberts has a management agreement with Sprint PCS to
      provide personal communications services to approximately 2.5 million
      residents primarily in the states of Missouri, Kansas and Illinois.
      WOW has a similar management agreement with Sprint PCS to provide
      services to approximately 1.5 million people primarily in Washington
      and Oregon.

      These mergers occurred on February 14, 2001. It is anticipated that
      both of these transactions will be accounted for under the purchase
      accounting method.

      The consummation of these transactions contemplates a merger of the
      Company, pursuant to which the Company, Roberts and WOW became
      subsidiaries of a new holding company, Superholdings, and the
      Company's stockholders became stockholders of Superholdings.

      Roberts is a wholly owned subsidiary of Roberts Wireless Holdings,
      L.L.C. ("Roberts Holdings"). Pursuant to the Roberts merger
      agreement, the members of Roberts Holdings received 13.5 million
      shares of Superholdings and approximately $4.0 million in cash.
      Superholdings will assume the net debt of Roberts in the transaction,
      which amounted to approximately $56.0 million as of December 31,
      2000.

      WOW is a wholly owned subsidiary of WOW Holdings, LLC ("WOW
      Holdings"). Pursuant to the WOW merger agreement, the members of WOW
      Holdings received 6.05 million shares of Superholdings and $12.5
      million in cash. Superholdings will assume the net debt of WOW in the
      transaction, which amounted to approximately $31 million as of
      December 31, 2000.

      Prior to consummating the mergers, on July 31, 2000, Operations
      entered into services agreements with Roberts and WOW, effective July
      31, 2000 and September 1, 2000, respectively, whereby Operations
      began to manage the operations of Roberts and WOW, pending completion
      of the mergers. Operations provides various services in connection
      with the operation of Robert's and WOW's businesses, including (a)
      all network management services, (b) management of all sales and
      marketing services, (c) through the management agreements with Sprint
      PCS, customer card, billing, and other services, and (d) certain
      general and administrative, executive, financial and accounting,
      human resources, legal and other professional and forecasting
      services. Under the terms of the agreement, Roberts and WOW each paid
      Operations a management fee of $100,000 per month for the services
      provided by Operations and each reimbursed Operations for certain
      costs and expenses incurred or paid by Operations in providing these
      services.

      The terms of the Roberts and WOW services agreements began on July
      31, 2000 and September 1, 2000, respectively, and ended upon the
      completion of the respective mergers.

      MERGER WITH SOUTHWEST PCS

      On March 9, 2001, Superholdings announced the signing of a definitive
      agreement to merge Sprint PCS network partner, Southwest PCS
      Holdings, Inc. ("Southwest") into our operations. Southwest
      shareholders will exchange 100 percent of their common shares of
      Southwest for 11.1 million shares of our common stock and $5 million
      in cash. The transaction will be structured as a merger. The
      acquisition is subject to certain conditions including expiration of
      the statutory waiting period under federal anti-trust laws. We expect
      to complete the acquisition at the end of the first quarter of 2001.

      Southwest has a management agreement with Sprint PCS to service more
      than 2.8 million residents with the exclusive right to market 100
      percent digital and wireless products and services under the Sprint
      and Sprint PCS brand names. The Southwest territories covers markets
      in Texas, Oklahoma and Arkansas, encompassing over 2,100 heavily
      traveled highway miles. As of December 31, 2001, Southwest had
      launched service in 18 markets covering approximately 1.5 million
      residents and had approximately 40,000 customers.

                    REPORT OF INDEPENDENT ACCOUNTANTS ON
                        FINANCIAL STATEMENT SCHEDULE


To the Board of Directors of Alamosa Holdings, Inc. (successor to Alamosa
PCS Holdings, Inc.)

Our audits of the consolidated financial statements referred to in our
report dated February 19, 2001, except for Note 17 as to which the date is
March 9, 2001, appearing in the 2000 annual report on Form 10-K of Alamosa
Holdings Inc. also included an audit of the financial statement schedule
listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial
statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

PricewaterhouseCoopers LLP
Dallas, Texas
February 19, 2001




                                SCHEDULE II
                                -----------
                           ALAMOSA HOLDINGS, INC.
                 (SUCCESSOR TO ALAMOSA PCS HOLDINGS, INC.)

               CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS


              FOR THE PERIOD JULY 16, 1998 (INCEPTION) THROUGH
                      DECEMBER 31, 2000 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                         ADDITIONS
                                          BALANCE AT    CHARGED TO
                                         BEGINNING OF    COSTS AND               BALANCE AT
    CLASSIFICATION                         PERIOD        EXPENSES   DEDUCTIONS  END OF PERIOD
    --------------                       ------------   ----------  ----------  -------------
December 31, 1998
<S>                                           <C>         <C>          <C>        <C>
   Allowance for doubtful accounts.......     $ --        $ --         $--        $   --

December 31, 1999
   Allowance for doubtful accounts.......     $ --        $162         $--        $  162

December 31, 2000
   Allowance for doubtful accounts.......     $ 162       $1,341       $--        $1,503
</TABLE>




      This schedule should be read in conjunction with the Company's
audited consolidated financial statements and related notes thereto that
appear in this annual report on Form 10-K.


                               EXHIBIT INDEX

EXHIBIT
NUMBER                         EXHIBIT TITLE
-------                        -------------
2.1          Amended and Restated Agreement and Plan of Reorganization,
             dated as of December 14, 2000, by and among Alamosa PCS
             Holdings, Inc., Alamosa Holdings, Inc., Alamosa (Delaware),
             Inc. and Alamosa Sub I, Inc., filed as Exhibit 2.1 to
             Amendment No. 1 to the Registration Statement on Form S-4,
             dated January 12, 2001 (Registration No. 333-47916) of Alamosa
             Holdings, Inc., which exhibit is incorporated herein by
             reference.

2.2          Amended and Restated Agreement and Plan of Reorganization,
             dated as of July 31, 2000, by and among Alamosa PCS Holdings,
             Inc., Alamosa Holdings, Inc., Alamosa Sub I, Inc., Roberts
             Wireless Communications, L.L.C., and Members of Roberts
             Wireless Communications, L.L.C., filed as Exhibit 2.2 to
             Amendment No. 1 to the Registration Statement on Form S-4,
             dated January 12, 2001 (Registration No. 333-47916) of Alamosa
             Holdings, Inc., which exhibit is incorporated herein by
             reference.

2.3          Amended and Restated Agreement and Plan of Reorganization,
             dated as of July 31, 2000, by and among Alamosa PCS Holdings,
             Inc., Alamosa Holdings, Inc., Alamosa Sub I, Inc., Washington
             Oregon Wireless, LLC, Members of Washington Oregon Wireless,
             LLC and WOW Holdings, LLC, filed as Exhibit 2.3 to Amendment
             No. 1 to the Registration Statement on Form S-4, dated January
             12, 2001 (Registration No. 333-47916) of Alamosa Holdings,
             Inc., which exhibit is incorporated herein by reference.

2.4          Agreement and Plan of Merger, dated as of December 13, 2000,
             by and among Alamosa PCS Holdings, Inc., Twenty Holdings, Inc.
             and Ten Acquisition, Inc.

3.1          Amended and Restated Certificate of Incorporation of Alamosa
             Holdings, Inc., filed as Exhibit 1.1 to the Registration
             Statement on Form 8-A, dated February 14, 2001 (SEC File No.
             000-32357) of Alamosa Holdings, Inc., which exhibit is
             incorporated herein by reference.

3.2          Amended and Restated Bylaws of Alamosa Holdings, Inc., filed
             as Exhibit 1.2 to the Registration Statement on Form 8-A,
             dated February 14, 2001 (SEC File No. 000-32357) of Alamosa
             Holdings, Inc., which exhibit is incorporated herein by
             reference.

4.1          Specimen Common Stock Certificate, filed as Exhibit 1.3 to the
             Registration Statement on Form 8-A, dated February 14, 2001
             (SEC File No. 000-32357) of Alamosa Holdings, Inc., which
             exhibit is incorporated herein by reference.

4.2          Form of Indenture for 12 7/8% Senior Discount Notes due 2010,
             by and among Alamosa PCS Holdings, Inc., the Subsidiary
             Guarantors party thereto and Norwest Bank Minnesota, N.A., as
             trustee, filed as Exhibit 4.1 to Amendment No. 2 to the
             Registration Statement on Form S-1, dated February 1, 2000
             (Registration No. 333-93499) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

4.3          Form of Global Note relating to the Senior Discount Notes due
             2010, filed as Exhibit 4.2 to Amendment No. 2 to the
             Registration Statement on Form S-1, dated February 1, 2000
             (Registration No. 333-93499) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

4.4          Indenture for 12 1/2% Senior Notes due 2011, dated as of
             January 31, 2001, by and among Alamosa (Delaware), Inc., the
             Subsidiary Guarantors party thereto and Wells Fargo Bank
             Minnesota, N.A., as trustee.

4.5          Form of Global Note relating to the Senior Notes due 2011.

4.6          First Supplemental Indenture for 12 7/8% Senior Discount Notes
             due 2010, dated as of January 31, 2001, among Alamosa Finance,
             LLC, LLC, Alamosa Limited, LLC and Wells Fargo Bank Minnesota,
             N.A., (formerly known as Norwest Bank Minnesota, N.A.), as
             trustee.

4.7          First Supplemental Indenture for 12 1/2% Senior Notes due
             2011, dated as of February 14, 2001, among Roberts Wireless
             Communications, L.L.C., Roberts Wireless Properties, LLC,
             Washington Oregon Wireless, LLC, Alamosa Holdings, LLC,
             Alamosa Properties, L.P., Alamosa (Wisconsin) Properties, LLC,
             Washington Oregon Wireless Properties, LLC, Washington Oregon
             Wireless Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
             (formerly known as Norwest Bank Minnesota, N.A.), as trustee.

4.8          Second Supplemental Indenture for 12 7/8% Senior Discount
             Notes due 2010, dated as of February 14, 2001, among Roberts
             Wireless Communications, L.L.C., Roberts Wireless Properties,
             LLC, Washington Oregon Wireless, LLC, Alamosa Holdings, LLC,
             Alamosa Properties, L.P., Alamosa (Wisconsin) Properties, LLC,
             Washington Oregon Wireless Properties, LLC, Washington Oregon
             Wireless Licenses, LLC and Wells Fargo Bank Minnesota, N.A.,
             (formerly known as Norwest Bank Minnesota, N.A.), as trustee.

4.9          Registration Rights Agreement, dated as of January 24, 2001,
             by and among Alamosa (Delaware), Inc. and Salomon Smith Barney
             Inc., TD Securities (USA) Inc., Credit Suisse First Boston
             Corporation, First Union Securities, Inc., Lehman Brothers
             Inc., Scotia Capital (USA) Inc.

4.10         Rights Agreement, dated as of February 14, 2001, by and
             between Alamosa Holdings, Inc. and Mellon Investors Services
             LLC, as Rights Agent, including the form of Certificate of
             Designation, Preferences and Rights of Series A Preferred
             Stock attached as Exhibit A thereto and the form of Rights
             Certificate attached as Exhibit B thereto, filed as Exhibit
             1.4 to the Registration Statement on Form 8-A, dated February
             14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc.,
             which exhibit is incorporated herein by reference.

10.1         CDMA 1900 SprintCom Additional Affiliate Agreement dated as of
             December 21, 1998 by and between Alamosa PCS, LLC and Northern
             Telecom, Inc., filed as Exhibit 10.1 to Amendment No. 3 to the
             Registration Statement on Form S-1, dated February 1, 2000
             (Registration No. 333-89995) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

10.2         Amendment No. 1 to DMS-MTX Cellular Supply Agreement dated as
             of January 12, 1999 by and between Alamosa PCS, LLC and Nortel
             Networks Inc. as an amendment to Exhibit 10.1 described above,
             filed as Exhibit 10.2 to Amendment No. 3 to the Registration
             Statement on Form S-1, dated February 1, 2000 (Registration
             No. 333-89995) of Alamosa (Delaware), Inc. (formerly Alamosa
             PCS Holdings, Inc.), which exhibit is incorporated herein by
             reference.

10.3         Amendment No. 2 to DMS-MTX Cellular Supply Agreement, dated as
             of March 1, 1999 by and between Alamosa PCS, LLC and Nortel
             Networks Inc. as an amendment to Exhibits 10.1 and 10.2
             described above, filed as Exhibit 10.3 to Amendment No. 3 to
             the Registration Statement on Form S-1, dated February 1, 2000
             (Registration No. 333-89995) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

10.4         Amendment No. 3 to DMS-MTX Cellular Supply Agreement, dated as
             of August 11, 1999 by and between Alamosa PCS, LLC and Nortel
             Networks Inc. as an amendment to Exhibits 10.1, 10.2 and 10.3
             described above, filed as Exhibit 10.4 to Amendment No. 1 to
             the Registration Statement on Form S-1, dated December 22,
             1999 (Registration No. 333-89995) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

10.5         Sprint PCS Management Agreement (Wisconsin), as amended by
             Addendum I, dated as of December 6, 1999 by and between Sprint
             Spectrum, LP, WirelessCo, LP and Alamosa Wisconsin Limited
             Partnership, filed as Exhibit 10.10 to Amendment No. 3 to the
             Registration Statement on Form S-1, dated February 1, 2000
             (Registration No. 333-89995) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

10.6         Sprint PCS Services Agreement (Wisconsin,) dated as of
             December 6, 1999, by and between Sprint Spectrum, LP and
             Alamosa Wisconsin Limited Partnership, filed as Exhibit 10.11
             to Amendment No. 3 to the Registration Statement on Form S-1,
             dated February 1, 2000 (Registration No. 333-89995) of Alamosa
             (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), which
             exhibit is incorporated herein by reference.

10.7         Sprint Trademark and Service Mark License Agreement
             (Wisconsin), dated as of December 6, 1999, by and between
             Sprint Communications Company, LP and Alamosa Wisconsin
             Limited Partnership, filed as Exhibit 10.12 to Amendment No. 3
             to the Registration Statement on Form S-1, dated February 1,
             2000 (Registration No. 333-89995) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

10.8         Sprint Spectrum Trademark and Service Mark License Agreement
             (Wisconsin), dated as of December 6, 1999, by and between
             Sprint Spectrum, LP and Alamosa Wisconsin Limited Partnership,
             filed as Exhibit 10.13 to Amendment No. 3 to the Registration
             Statement on Form S-1, dated February 1, 2000 (Registration
             No. 333-89995) of Alamosa (Delaware), Inc. (formerly Alamosa
             PCS Holdings, Inc.), which exhibit is incorporated herein by
             reference.

10.9         Engineering Service Contract, System Design and Construction
             Inspection, dated as of July 27, 1998, as amended, by and
             between Alamosa PCS, LLC and Hicks & Ragland Engineering Co.,
             Inc., filed as Exhibit 10.14 to Amendment No. 1 to the
             Registration Statement on Form S-1, dated December 22, 1999
             (Registration No. 333-89995) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

10.10        Master Site Development and Lease Agreement, as amended, dated
             as of August 1998, by and between Alamosa PCS, LLC and
             Specialty Capital Services, Inc., filed as Exhibit 10.15 to
             Amendment No. 3 to the Registration Statement on Form S-1,
             dated December 22, 1999 (Registration No. 333-89995) of
             Alamosa (Delaware), Inc. (formerly Alamosa PCS Holdings,
             Inc.), which exhibit is incorporated herein by reference.

10.11+       Employment Agreement, effective as of October 1, 1999, by and
             between Alamosa PCS LLC and David E. Sharbutt, filed as
             Exhibit 10.20 to Amendment No. 2 to the Registration Statement
             on Form S-1, dated January 19, 2000 (Registration No.
             333-89995) of Alamosa (Delaware), Inc. (formerly Alamosa PCS
             Holdings, Inc.), which exhibit is incorporated herein by
             reference.

10.12+       Employment Agreement, effective as of December 1, 1999, by and
             between Alamosa PCS, LLC and Kendall W. Cowan, filed as
             Exhibit 10.21 to Amendment No. 2 to the Registration Statement
             on Form S-1, dated January 19, 2000 (Registration No.
             333-89995) of Alamosa (Delaware), Inc. (formerly Alamosa PCS
             Holdings, Inc.), which exhibit is incorporated herein by
             reference.

10.13        Sprint PCS Management Agreement, as amended by Addendum I,
             dated as of December 23, 1999, by and between Sprint Spectrum,
             LP, WirelessCo, LP, Cox Communications PCS, L.P., Cox CPS
             License, LLC, SprintCom, Inc. and Alamosa PCS, LLC, filed as
             Exhibit 10.22 to Amendment No. 3 to the Registration Statement
             on Form S-1, dated January 19, 2000 (Registration No.
             333-89995) of Alamosa (Delaware), Inc. (formerly Alamosa PCS
             Holdings, Inc.), which exhibit is incorporated herein by
             reference.

10.14        Sprint PCS Services Agreement, dated as of December 23, 1999,
             by and between Sprint Spectrum, LP and Alamosa PCS, LLC, filed
             as Exhibit 10.23 to Amendment No. 2 to the Registration
             Statement on Form S-1, dated January 19, 2000 (Registration
             No. 333-89995) of Alamosa (Delaware), Inc. (formerly Alamosa
             PCS Holdings, Inc.), which exhibit is incorporated herein by
             reference.

10.15        Sprint Trademark and Service Mark License Agreement, dated as
             of December 23, 1999 by and between Sprint Communications
             Company, LP and Alamosa PCS, LLC, filed as Exhibit 10.24 to
             Amendment No. 2 to the Registration Statement on Form S-1,
             dated January 19, 2000 (Registration No. 333-89995) of Alamosa
             (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), which
             exhibit is incorporated herein by reference.

10.16        Sprint Spectrum Trademark and Service Mark Agreement, dated as
             of December 23, 1999, by and between Sprint Spectrum, LP and
             Alamosa PCS, LLC, filed as Exhibit 10.25 to Amendment No. 2 to
             the Registration Statement on Form S-1, dated January 19, 2000
             (Registration No. 333-89995) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

10.17        Amendment No. 4 to DMS-MTX Cellular Supply Agreement by and
             between Alamosa PCS, LLC and Nortel Networks Inc. as an
             amendment to Exhibits 10.1, 10.2, 10.3 and 10.4 described
             above, effective as of February 8, 2000, filed as Exhibit
             10.20 to Form 10-K of Alamosa (Delaware), Inc. (formerly
             Alamosa PCS Holdings, Inc.), for the year ended December 31,
             1999, dated March 23, 2000 which exhibit is incorporated
             herein by reference.

10.18+       Amended and Restated Employment Agreement effective as of
             October 1, 1999 by and between Alamosa PCS, LLC and Jerry
             Brantley, filed as Exhibit 10.29 to Amendment No. 2 to the
             Registration Statement on Form S-1, dated January 19, 2000
             (Registration No. 333-89995) of Alamosa (Delaware), Inc.
             (formerly Alamosa PCS Holdings, Inc.), which exhibit is
             incorporated herein by reference.

10.19+       Amended and Restated Employment Agreement, effective as of
             October 1, 1999, by and between Alamosa PCS, LLC and W. Don
             Stull, filed as Exhibit 10.21 to the Registration Statement on
             Form S-4, dated October 12, 2000 (Registration No. 333-47916)
             of Alamosa Holdings, Inc., which exhibit is incorporated
             herein by reference.

10.20        Amended and Restated Master Design Build Agreement, dated as
             of March 21, 2000, by and between Texas Telecommunications,
             L.P. and Alamosa Wisconsin Limited Partnership and SBA Towers,
             Inc., filed as Exhibit 10.23 to Form 10-K of Alamosa
             (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), for
             the year ended December 31, 1999, dated March 23, 2000, which
             exhibit is incorporated herein by reference.

10.21+       Employment Agreement effective as of June 1, 2000, by and
             between Alamosa, Texas Telecommunications, LP and Loyd
             Rinehart, filed as Exhibit 10.25 to the Registration Statement
             on Form S-4, dated October 12, 2001 (Registration No.
             333-47916) of Alamosa Holdings, Inc., which exhibit is
             incorporated herein by reference.

10.22        Security Agreement, dated as of January 31, 2001, by and among
             Alamosa (Delaware), Inc., Wells Fargo Bank Minnesota, N.A., as
             security agent, Wells Fargo Bank Minnesota, N.A., as
             collateral agent, Wells Fargo Bank Minnesota, N.A., as trustee
             under the 2001 Indenture (as to paragraph 6(b) and Wells Fargo
             Bank Minnesota, N.A., as trustee under the 2000 Indenture (as
             to paragraph 6(b)).

10.23        Credit Agreement, dated as of February 14, 2001, by and among
             Alamosa Holdings, LLC, as borrower, Alamosa Holdings, Inc.,
             Alamosa (Delaware), Inc. Texas Telecommunications, LP, Alamosa
             Wisconsin Limited Partnership, Alamosa Delaware GP, LLC,
             Alamosa Finance, LLC and Alamosa Limited, LLC as guarantors
             and Citicorp USA, Inc., as administrative and collateral
             agent, Export Development Corporation , as co-documentation
             agent, First Union National Bank, as documentation agent,
             Toronto Dominion /(Texas), Inc. as syndication agent, Export
             Development Corporation and First Union Securities, Inc., as
             lead arrangers and Salomon Smith Barney Inc. and TD Securities
             (USA) Inc. as joint lead arrangers and joint book managers,
             for a $280,000,000 credit facility.

10.24        Security Agreement, dated as of February 14, 2001, by and
             among Alamosa (Delaware), Inc., Alamosa Holdings, LLC, each
             subsidiary of Alamosa (Delaware), Inc. listed on Schedule I
             thereto, and Citicorp USA, Inc., as collateral agent.

10.25        Pledge Agreement, dated as of February 14, 2001, among Alamosa
             (Delaware), Inc., Alamosa Holdings, LLC, each Subsidiary of
             Alamosa (Delaware), Inc. listed on Schedule I thereto and
             Citicorp USA, Inc., as collateral agent.

10.26        Consent and Agreement, dated as of February 14, 2001, by and
             among Sprint Spectrum L.P., SprintCom, Inc., Sprint
             Communications Company, L.P., Cox Communications PCS, L.P.,
             Cox PCS License, LLC, WirelessCo, L.P., and Citicorp USA,
             Inc., as administrative agent.

10.27        Addendum II to Sprint PCS Management Agreement (Wisconsin),
             dated as of February 8, 2000, by and between Sprint Spectrum
             L.P., WirelessCo, L.P., Sprint Communications Company, L.P.,
             and Alamosa Wisconsin Limited Partnership as an amendment to
             Exhibit 10.5 above.

10.28        Addendum III to Sprint PCS Management Agreement (Wisconsin),
             dated as of April 25, 2000, by and between Sprint Spectrum
             L.P., WirelessCo, L.P., Sprint Communications Company, L.P.,
             and Alamosa Wisconsin Limited Partnership as an amendment to
             Exhibit 10.5 above.

10.29        Addendum IV to Sprint PCS Management Agreement (Wisconsin),
             dated as of June 23, 2000, by and between Sprint Spectrum
             L.P., WirelessCo, L.P., Sprint Communications Company, L.P.,
             and Alamosa Wisconsin Limited Partnership as an amendment to
             Exhibit 10.5 above.

10.30        Addendum V to Sprint PCS Management Agreement (Wisconsin),
             dated as of February 14, 2001, by and between Sprint Spectrum
             L.P., WirelessCo, L.P., Sprint Communications Company, L.P.,
             and Alamosa Wisconsin Limited Partnership as an amendment to
             Exhibit 10.5 above.

10.31        Addendum II to Sprint PCS Management Agreement, dated as of
             February 8, 2000, by and between Sprint Spectrum L.P.,
             WirelessCo, L.P., Sprint Communications Company, L.P., and
             Texas Telecommunications, LP as an amendment to Exhibit 10.13
             above.

10.32        Addendum III to Sprint PCS Management Agreement, dated as of
             April 25, 2000, by and between Sprint Spectrum L.P.,
             WirelessCo, L.P., Sprint Communications Company, L.P., and
             Texas Telecommunications, LP as an amendment to Exhibit 10.13
             above.

10.33        Addendum IV to Sprint PCS Management Agreement, dated as of
             June 23, 20001, by and between Sprint Spectrum L.P.,
             WirelessCo, L.P., Sprint Communications Company, L.P., and
             Texas Telecommunications, LP as an amendment to Exhibit 10.13
             above.

10.34        Addendum V to Sprint PCS Management Agreement, dated as of
             January 8, 2001, by and between Sprint Spectrum L.P.,
             WirelessCo, L.P., Sprint Communications Company, L.P., and
             Texas Telecommunications, LP as an amendment to Exhibit 10.13
             above.

10.35        Addendum VI to Sprint PCS Management Agreement, dated as of
             February 14, 2001, by and between Sprint Spectrum L.P.,
             WirelessCo, L.P., Sprint Communications Company, L.P., and
             Texas Telecommunications, LP as an amendment to Exhibit 10.13
             above.

10.36        Sprint PCS Management Agreement, dated as of June 8, 1998, as
             amended by Addendum I - VIII, between Sprint Spectrum L.P.,
             SprintCom, Inc. and Roberts Wireless Communications, L.L.C.

10.37        Sprint PCS Services Agreement, dated as of June 8, 1998,
             between Sprint Spectrum L.P. and Roberts Wireless
             Communications, L.L.C.

10.38        Sprint Trademark and Service Mark License Agreement, dated as
             of June 8, 1998, between Sprint Communications Company, L.P.
             and Roberts Wireless Communications, L.L.C.

10.39        Sprint Spectrum Trademark and Service Mark License Agreement,
             dated as of June 8, 1998, between Sprint Spectrum L.P. and
             Roberts Wireless Communications, L.L.C.

10.40        Sprint PCS Management Agreement, dated as of January 25, 1999,
             as amended by Addendum I - III, between Sprint Spectrum L.P.,
             WirelessCo, L.P. and Washington Oregon Wireless, LLC.

10.41        Sprint  PCS  Services  Agreement,  dated as of January
             25, 1999,  between Sprint Spectrum L.P. and Washington
             Oregon Wireless, LLC.

10.42        Sprint Trademark and Service Mark License Agreement, dated as
             of January 25, 1999, between Sprint Communications Company,
             L.P. and Washington Oregon Wireless, LLC.

10.43        Sprint Spectrum Trademark and Service Mark License Agreement,
             dated as of January 25, 1999, between Sprint Spectrum L.P. and
             Washington Oregon Wireless, LLC.

10.44+       Employment Agreement, effective as of July 24, 2000, by and
             between Alamosa PCS Holdings, Inc. and Anthony Sabatino.

10.45+       Alamosa Holdings, Inc. 1999 Long Term Incentive Plan, filed as
             Exhibit 4.4 to the Registration Statement on Form S-8, dated
             March 2, 2001 (Registration No. 333- 56430) of Alamosa
             Holdings, Inc., which exhibit is incorporated herein by
             reference.

10.46+       Alamosa Holdings, Inc. Employee Stock Purchase Plan, filed as
             Exhibit 4.5 to the Registration Statement on Form S-8, dated
             March 2, 2001 (Registration No. 333- 56430) of Alamosa
             Holdings, Inc., which exhibit is incorporated herein by
             reference.

21.1         Subsidiaries of Registrant.

23.1         Consent of PricewaterhouseCoopers LLP.

+ Exhibit is a management contract or compensatory plan.