<PAGE>



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

                                   FORM 10-K/A

                                 AMENDMENT NO. 1
(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)

<TABLE>
<CAPTION>
<S>                                                                          <C>
                  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)
</TABLE>

       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.)





<PAGE>



                                EXPLANATORY NOTE

         The purpose of this amendment is to amend and restate Part III of the
Registrant's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 28, 2001 (the "Form 10-K"). The amended and restated items
are as follows:

         Item 10.   Directors and Executive Officers of the Registrant.
         Item 11.   Executive Compensation.
         Item 12.   Security Ownership of Certain Beneficial Owners and
                    Management.
         Item 13.   Certain Relationships and Related Transactions.

         These items were omitted from the Form 10-K in reliance on instructions
included in Form 10-K permitting the Registrant to incorporate such items by
reference to the Registrant's definitive proxy statement, provided such
definitive proxy statement is filed within 120 days of the Registrant's fiscal
year-end. As the Registrant intends to file its definitive proxy statement later
than 120 days from its fiscal year-end, it is providing these items as part of
this Form 10-K/A.

         Alamosa PCS Holdings, Inc. completed its initial public offering of
common stock on February 3, 2000. On December 14, 2000, Alamosa PCS Holdings,
Inc. formed a new holding company pursuant to Section 251(g) of the Delaware
General Corporation Law (the "Holding Company Formation"). In that transaction,
each share of Alamosa PCS Holdings, Inc. was converted into one share of the new
holding company, and the former public company, which was renamed Alamosa
(Delaware), Inc. (referred to herein as "Alamosa (Delaware)"), became a wholly
owned subsidiary of the new holding company, which was renamed Alamosa PCS
Holdings, Inc. (referred to herein as "Alamosa PCS Holdings"). On February 14,
2001, Alamosa Holdings, Inc. (referred to herein as "Alamosa PCS Holdings")
became the new public holding company of Alamosa PCS Holdings and its
subsidiaries pursuant to a reorganization transaction in which a wholly owned
subsidiary of Alamosa Holdings was merged with and into Alamosa PCS Holdings
(the "Reorganization"). As a result of the Reorganization, Alamosa PCS Holdings
became a wholly owned subsidiary of Alamosa Holdings, and each share of Alamosa
PCS Holdings common stock was converted into one share of Alamosa Holdings
common stock.

         References in this Proxy Statement to the "Company" refer to, and all
disclosure contained herein with respect to director and executive compensation,
board committee meetings and actions, stock price performance and other matters
reflects information for: (i) Alamosa Holdings, for all periods after completion
of the Reorganization, during which time it was the public holding company, (ii)
Alamosa PCS Holdings, for the period after the Holding Company Formation but
prior to the Reorganization, during which time it was the public holding
company, and (iii) Alamosa (Delaware) (formerly Alamosa PCS Holdings, Inc.), for
the period prior to the Holding Company Formation, during which time it was the
public holding company.

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
PART III
     ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......2
     ITEM 11.     EXECUTIVE COMPENSATION...................................5
     ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT..............................................12
     ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........16




<PAGE>


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The following table sets forth information concerning the Company's
executive officers and directors as of April 30, 2001.

<TABLE>
<CAPTION>

Name                                Age               Position
----                                ---               --------
<S>                                 <C>               <C>
David E. Sharbutt                   51                Chairman of the Board of Directors and Chief Executive
                                                      Officer

Kendall W. Cowan                    47                Chief Financial Officer and Secretary

Loyd I. Rinehart                    46                Senior Vice President of Corporate Finance

Anthony Sabatino                    38                Chief Technology Officer and Senior Vice President of
                                                      Engineering and Network Operations

Michael R. Budagher                 42                Director

Ray M. Clapp, Jr.                   41                Director

Scotty Hart                         50                Director

Thomas Hyde                         56                Director

Schuyler B. Marshall                55                Director

Tom M. Phelps                       52                Director

Thomas F. Riley, Jr.                55                Director

Michael V.  Roberts                 52                Director

Steven C. Roberts                   49                Director

Jimmy R. White                      61                Director
</TABLE>


     Set forth below is a brief description of the present and past business
experience of each of the persons who serves as an executive officer and
director of the Company.

     DAVID E. SHARBUTT. Mr. Sharbutt has been Chairman and a director since the
Company was founded in July 1998 and was named Chief Executive Officer in
October 1999. Mr. Sharbutt was formerly the President and Chief Executive
Officer of Hicks & Ragland Engineering Co., an engineering consulting company,
now known as CHR Solutions. Mr. Sharbutt was employed by CHR Solutions as a
Senior Consultant from October 1999 until November 2000. He was employed by CHR
Solutions from 1977 through 1999, where he worked with independent telephone
companies in developing strategic, engineering and implementation plans for
various types of telecommunications services. Before he joined CHR Solutions,
Mr. Sharbutt was employed with Southwestern Bell.

     MICHAEL R. BUDAGHER. Mr. Budagher has served as a director of the Company
since December 1998. Mr. Budagher was the founder of Specialty Constructors, a
wholly owned subsidiary of Specialty Teleconstructors, Inc., a wireless
infrastructure installation company. He served as the President, Chairman of the
Board, Chief Executive Officer and Chief Operating Officer of Specialty from
1990 to 1999. Mr. Budagher is also a founder, stockholder and the President of
Specialty Antenna Site Resources, Inc. and was a founder and served as the
President of Specialty Constructors Coatings, Inc. until March 1997. He also
serves as the Managing Member and President of the Budagher Family LLC as well
as a Manager of West Texas PCS, LLC, both non-public limited liability
companies.

     RAY M. CLAPP, JR. Mr. Clapp has served as a director since the Company was
founded in July 1998. Since 1995, Mr. Clapp has been Managing Director,
Acquisitions and Investments for the Rosewood Corporation, the primary




                                       2
<PAGE>

holding company for the Caroline Hunt Trust Estate. From 1989 to 1995 he has
held various officer level positions with the Rosewood Corporation and its
subsidiaries. Prior to his employment with the Rosewood Corporation, Mr. Clapp
was a consultant with Booz, Allen & Hamilton, a management consulting firm. Mr.
Clapp received his Bachelor of Science and Engineering degree, with honors, from
Princeton University and earned a Master of Business Administration from the
University of Texas at Austin.

     KENDALL W. COWAN. Mr. Cowan has been Chief Financial Officer of the Company
since December 1999. From October 1993 to December 1999, he was a partner in the
public accounting firm of Robinson Burdette Martin & Cowan, L.L.P. and from
January 1986 to September 1993, he was a partner in the Lubbock and Dallas
offices of Coopers & Lybrand. He provided consulting and accounting services to
a wide range of clients at both firms including public companies. He is a
Certified Public Accountant and a member of both the American Institute of
Certified Public Accountants and the Texas Society of Certified Public
Accountants. Mr. Cowan is Chairman of the Board and a stockholder of ShaCo
Xpress, Inc., a director of Robert Heath Trucking, Inc., and a member of C.C. &
Co., L.L.C., all of which are non-public companies.

     SCOTTY HART. Mr. Hart has served as a director since the Company was
founded in July 1998. He has also served as General Manager of South Plains
Telephone Cooperative, a wireline and wireless telecommunications company, since
April 1995, and previously as Assistant Manager of South Plains Telephone
Cooperative. Mr. Hart is currently Vice President of SPPL, Inc., Chairman of the
General Partners Committee for Caprock Cellular Limited Partnership and past
Chairman for Texas RSA3 Limited Partnership, all affiliates of South Plains
Telephone Cooperative. He is also General Manager of South Plains Advanced
Communications & Electronics, Inc., a wholly-owned subsidiary of South Plains
Telephone Cooperative, and Secretary of Alamo Cellular, Inc., a non-public
holding company with interests in a wireless telecommunications service provider
and an affiliate of South Plains Advanced Communications & Electronics, Inc. In
addition, he is the general partner and a limited partner of Lubbock HLH, Ltd.
He was President of Alamo IV LLC until its dissolution in November 1999. Mr.
Hart also serves as a director of Texas Statewide Telephone Cooperative, Inc., a
non-public company.

     THOMAS HYDE. Mr. Hyde has served as a director since the Company was
founded in July 1998. Since 1998, Mr. Hyde has served as Manager of Taylor
Telephone Cooperative, Inc., a landline telephone service provider, and from
1996 to 1997 he served as Assistant Manager of that company. He has also served
as Manager of Taylor Telecommunications, Inc., a cellular service provider.
Prior to 1996, Mr. Hyde was self-employed in the farming and ranching business.
Mr. Hyde was also Secretary of Alamo IV LLC until its dissolution in November
1999. Mr. Hyde currently serves as a director of Alamo Cellular, Inc., and was a
director of Taylor Telephone Cooperative, Inc. and Taylor Telecommunications,
Inc. from 1979 to 1996.

     SCHUYLER B. MARSHALL. Mr. Marshall has served as a director of the
Company since November 1999. He has served as President of the Rosewood
Corporation, the primary holding company for the Caroline Hunt Trust Estate,
since January 1999. From 1996 through 1998, he served as Senior Vice President
and General Counsel, and Executive Director of the Rosewood Corporation, and as
director and president of various of its subsidiaries. He currently serves as a
member of the advisory board of Rosewood Capital IV, L.P., a San Francisco based
venture capital fund that will focus on e-commerce, telecommunications and other
consumer oriented investments. Prior to his employment with the Rosewood
Corporation, Mr. Marshall was a senior shareholder with Thompson & Knight, P.C.,
in Dallas, where he practiced law since 1970.

     TOM M. PHELPS. Mr. Phelps has served as a director of the Company since
December 1998. Mr. Phelps has served as Chief Executive Officer of Nebraska
Wireless since October 2000. From September 1997 to October 2000 he served as
Executive Vice President and General Manager of ENMR Telephone Cooperative, a
telecommunications services provider, and of Telecommunications Holdings East,
since September 1997. From September 1997 to October 2000 Mr. Phelps was also
Executive Vice President of Plateau Telecommunications, Inc., a wireless and
wireline telecommunications provider and wholly owned subsidiary of
Telecommunications Holdings East. Additionally, Mr. Phelps served as Assistant
Manager of ENMR Telephone Cooperative and its wholly owned subsidiaries from
1995 to 1997, and as Area Manager of GTE Corporation, a telephone service
provider, from 1994 to 1995.

     THOMAS F. RILEY, Jr. Mr. Riley, a licensed CPA, has served as a director of
the Company since his appointment to the Board of Directors on March 30, 2001 in
connection with the completion by the Company of its


                                       3
<PAGE>

acquisition of Southwest PCS Holdings, Inc. From July 1999 to March 2001, Mr.
Riley served as President and Chief Executive Officer of Southwest PCS Holdings,
Inc. Mr. Riley was also Executive Vice President and Chief Operating Officer of
Chickasaw Holding Co. from January 1997 until March 2001. Before he joined
Chickasaw, Mr. Riley was associated with Dobson Communications Corp. from 1970
through 1996, first as external auditor and consultant, then Chief Financial
Officer from 1986 through 1995 and then as President of Dobson Telephone Co. in
1996. Pursuant to the agreement providing for the acquisition of Southwest PCS
Holdings, Inc., the Company agreed to nominate Mr. Riley for a new three year
term and to solicit proxies in favor of his re-election to the Board of
Directors at the Meeting.

     LOYD I. RINEHART. Mr. Rinehart became the Senior Vice President of
Corporate Finance of the Company in June 2000. From June 1998 to June 2000, Mr.
Rinehart served as Chief Financial Officer of Affordable Residential
Communities, the fourth largest owner of manufactured housing land-lease
communities and one of the top three largest independent retailers of
manufactured homes. From June 1995 to June 1998, Mr. Rinehart served as
Executive Vice President of Plains Capital Corporation, a bank holding company
based in Lubbock, Texas. He was responsible for all non-Lubbock banking
operations, including due diligence, modeling, the purchase or the establishment
of additional locations and ultimately management. Prior to his employment with
Plains Capital Corporation, Mr. Rinehart served as Chief Financial Officer of
First Nationwide, a $15 billion thrift, and its predecessor financial
institutions. Mr. Rinehart is a Certified Public Accountant.

     MICHAEL V. ROBERTS. Mr. Roberts has served as a director of the Company
since his appointment to the Board of Directors on February 14, 2001 in
connection with the completion by the Company of its acquisition of Roberts
Wireless Communications, L.L.C. ("Roberts Wireless"), of which Mr. Roberts
formerly was a 50% owner. Mr. Roberts is co-founder of Roberts Broadcasting
Company which owns several television stations in medium-sized markets in the
U.S. and has served as that company's Chairman and Chief Executive Officer since
its founding in 1989. Mr. Roberts is also the founder of companies involved in
commercial real estate development, construction management, corporate
management consulting and communications towers. He is currently a director of
ACME Communications, Inc., which owns and operates broadcast television
stations.

     STEVEN C. ROBERTS. Mr. Roberts has served as a director of the Company
since his appointment to the Board of Directors on February 14, 2001 in
connection with the completion by the Company of its acquisition of Roberts
Wireless, of which Mr. Roberts formerly was a 50% owner. Mr. Roberts is
co-founder of Roberts Broadcasting Company and has served as that company's
President and Chief Operating Officer since it's founding. Mr. Roberts is the
founder of companies involved in commercial real estate development and
communications towers. He is currently a director of Southside Bancshares Corp.
and Falcon Products Inc.

         ANTHONY SABATINO. Mr. Sabatino became the Chief Technology Officer and
Senior Vice President of Engineering and Network Operations of the Company in
July 2000. From 1995 to July 2000, he was the National Radio Frequency (RF)
Engineering Director for Sprint PCS and was an initial member of the SPCS
corporate launch team. Mr. Sabatino developed all SPCS National RF Engineering
Standards. He also acted as design lead for a SPCS new RF Interference Analysis
Tool. Mr. Sabatino is a director and President of the PCIA Cost Sharing
Clearinghouse and a member of the University of Kansas Advisory Committee
representing electrical engineering.

     JIMMY R. WHITE. Mr. White has served as a director since the Company was
founded in July 1998. He has served as the General Manager of XIT Rural
Telephone Cooperative, Inc. and its subsidiaries, XIT Telecommunication &
Technology, Inc., XIT Cellular, and XIT Fiber, Inc., all wireline and wireless
telecommunications services providers, since 1975. He was also the Treasurer of
Alamo IV LLC until its dissolution in November 1999. Mr. White currently serves
as the President of Alamo Cellular, Inc., He also currently serves as a director
of Texas Telephone Association, a non-public company, and Forte of Colorado, a
general partnership.

     Messrs. Michael V. Roberts and Steven C. Roberts are brothers. There is no
family relationship among any other directors or executive officers of the
Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's directors and executive officers
and persons who own more than 10% of a registered class of the Company's


                                       4
<PAGE>

equity securities file with the SEC, and with each exchange on which the Common
Stock trades, initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than 10% beneficial owners are required by the SEC's regulations to
furnish the Company with copies of all Section 16(a) forms they file.

     To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with.


ITEM 11.  EXECUTIVE COMPENSATION.

         The following table sets forth the compensation received by the Chief
Executive Officer of the Company and other executive officers of the Company who
were serving in such capacities on December 31, 2000 (the "Named Executive
Officers") with respect to the Company's 2000 fiscal year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                   ANNUAL COMPENSATION                 LONG-TERM COMPENSATION
                                -------------------------------    -------------------------------
                                                                   SECURITIES
NAME AND PRINCIPAL                                                 UNDERLYING       ALL OTHER
POSITION                        YEAR       SALARY       BONUS        OPTIONS      COMPENSATION (1)
------------------              ----      --------     --------    -----------    ----------------
<S>                             <C>       <C>          <C>          <C>              <C>
David E. Sharbutt               2000      $204,166     $146,024                      $20,434
Chief Executive Officer         1999      $43,750      $43,750      1,697,500

Kendall W. Cowan                2000      $162,500     $100,163                      $19,889
Chief Financial Officer         1999      $12,500      $12,500      1,455,000

Loyd I. Rinehart                2000      $87,500      $23,908      100,000
Senior Vice President
of Corporate Finance

W. Don Stull                    2000      $66,987      $25,663      48,501           $111,462
Former Chief Technology         1999      $90,000      $58,875      145,500
Officer (2)                     1998      $16,108      $0           ____

Jerry W. Brantley               2000      $175,000     $75,942                       $29,075
Former President and Chief      1999      $175,000     $142,309     1,697,500
Operating Officer (3)           1998      $43,077      $25,823      ____
</TABLE>

----------------
(1)   The amounts reflected in the All Other Compensation column represent the
      following payments and benefits: Mr. Sharbutt - $11,223 for company-paid
      life insurance premiums and $9,211 for Company contributions to the
      Company 401(k) plan; Mr. Cowan - $12,163 for Company-paid life insurance
      and $7,726 for Company contributions to the company 401(k) plan; Mr. Stull
      - $100,000 for severance payments and $11,462 payment in lieu of annual
      bonus; Mr. Brantley - $29,075 for Company - paid life insurance premiums.
(2)   Mr. Stull served as Chief Technology Officer of the Company from October
      1998 to September 2000.
(3)   Mr. Brantley served as President and Chief Operating Officer of the
      Company from October 1998 to January 2001.



                                       5
<PAGE>


STOCK OPTION GRANTS IN LAST FISCAL YEAR

      The table below provides information regarding stock options granted to
the Named Executive Officers in fiscal year 2000 and hypothetical gains for the
options through the end of their respective ten year terms. In accordance with
applicable requirements of the SEC, the Company has assumed annualized growth
rates of the market price of the Common Stock over the exercise price of the
option of 5% and 10%, running from the date the option was granted to the end of
the option term. Actual gains, if any, depend on the future performance of the
Common Stock and overall conditions and the information in this table should not
be construed as an estimate of future stock price growth. The Company did not
grant any stock appreciation rights in fiscal year 2000.

<TABLE>
<CAPTION>
                                                                                          POTENTIAL
                                                                                          REALIZABLE
                                                                                       VALUE AT ASSUMED
                                                                                        ANNUAL RATE OF
                                         % OF TOTAL                                       STOCK PRICE
                          NUMBER OF       OPTIONS                                         APPRECIATION
                          SECURITIES     GRANTED TO        EXERCISE                      FOR OPTION TERM
                          UNDERLYING    EMPLOYEES IN        PRICE       EXPIRATION     ----------------------
NAME                        OPTIONS      FISCAL YEAR      (PER SHARE)      DATE          5%($)       10%($)
----                      -----------    -----------      -----------     -------      -------     ----------
<S>                     <C>                <C>            <C>           <C>          <C>         <C>
Loyd I. Rinehart          100,000 (1)        4.69%          $12.375       6/12/10      $778,257    $1,972,256
</TABLE>
----------------
(1)  Options become exercisable with respect to one-third of the shares subject
     thereto on June 19 of 2001, 2002 and 2003. All options become fully vested
     and exercisable upon a change in control of the Company.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

         The following table provides summary information regarding option
exercises in 2000 by the Named Executive Officers and the value of such
officers' unexercised options at December 31, 2000.

<TABLE>
<CAPTION>

                                                 NUMBER OF SECURITIES
                      SHARES                    UNDERLYING UNEXERCISED       VALUE OF UNEXERCISED
                     ACQUIRED                      OPTIONS AT FISCAL         IN-THE-MONEY OPTIONS
                        ON         VALUE              YEAR-END(#)              AT FISCAL YEAR-END
NAME                 EXERCISE(#)  REALIZED($)  (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)(1)
----                 ----------- ------------  --------------------------- ------------------------------
<S>                 <C>          <C>          <C>                         <C>
David E. Sharbutt    242,500      3,843,625    485,000/970,000             0/0
Kendall W. Cowan     0            __           291,000/1,164,000           0/0
Loyd I. Rinehart     0            __           0/100,000                   0/0
Jerry W. Brantley    242,500      3,843,625    363,750/1,091,250           1,403,469/0
W. Don Stull         0            __           105,499/0                   $731,899/0
</TABLE>

----------------
(1)  The values in this column are based upon the closing price of the Common
     Stock on December 29, 2000 of $6.9375 per share.


EMPLOYMENT AGREEMENTS

     DAVID E. SHARBUTT. The Company is a party to an employment agreement with
David E. Sharbutt, effective October 1, 1999. This employment agreement has a
three-year term and provides that Mr. Sharbutt receive a minimum base salary of
$175,000, payable no less often than semi-monthly, subject to increases at the
Company's discretion. Mr. Sharbutt is entitled to receive a bonus of up to
$43,750 for each calendar quarter in which the Company meets certain corporate
milestones. In addition, the employment agreement also provides for Mr. Sharbutt
to be granted a total of 1,697,500 stock options, with one-third of the options
vesting on each September 30th during the employment term. Mr. Sharbutt is also
entitled to $5,000,000 in term life insurance coverage, reimbursement for
reasonable business expenses,


                                       6
<PAGE>

$1,250 per month as a vehicle and club dues allowance, reimbursement for vehicle
business mileage at the standard rate set by the Internal Revenue Service, and
such incentive, retirement, profit-sharing, life, medical, disability and other
benefit plans as may be available to the Company's other executives with
comparable responsibilities, subject to the terms of those programs.

         If the Company terminates Mr. Sharbutt's employment other than for
cause or non-performance, as defined in the employment agreement, the Company
would be required to pay him severance pay equal to one year's base salary and
all stock options granted to him under the agreement would become vested and
exercisable. If Mr. Sharbutt should terminate his employment agreement for
cause, as defined in the employment agreement, he will be entitled to severance
pay equal to the lesser of one year's base salary and the unpaid balance of his
salary that would have been payable to him through September 30, 2002 and he
will be entitled to a vesting of the portion of his options that would have
become vested on the first September 30th following the date of his termination.
If Mr. Sharbutt is terminated by the Company within one year after a change in
control (as defined in the agreement) for any reason other than cause, he will
be entitled to severance pay equal to the unpaid balance of the base salary
which would have been payable to him through September 30, 2002 and all stock
options granted to him under the agreement will become vested and exercisable.

         Pursuant to the employment agreement, Mr. Sharbutt has agreed not to
compete with the Company during his employment and not to compete with the
Company within a defined area for a period of two years following termination of
his employment (subject to certain exceptions). Further, Mr. Sharbutt has agreed
not to disclose any of the Company's confidential information at any time during
or subsequent to his employment with the Company without its written consent.

         KENDALL W. COWAN. The Company is a party to an employment agreement
with Kendall Cowan, effective December 1, 1999. This employment agreement has a
five-year term and provides that Mr. Cowan receive a minimum base salary of
$150,000, subject to increases at the Company's discretion. In addition, the
employment agreement provides for Mr. Cowan to be granted a total of 1,455,000
stock options, with one-fifth of the options vesting on each November 30th
during the employment term. Mr. Cowan is entitled to receive a bonus of up to
$37,500 for each calendar quarter in which the Company meets certain corporate
milestones. Mr. Cowan is also entitled to reimbursement for reasonable business
expenses, a $600 per month vehicle allowance, reimbursement for vehicle business
mileage at the standard mileage rate set by the Internal Revenue Service, and
such incentive, retirement, profit-sharing, life, medical, disability and other
benefit plans as may be available to the Company's other executives with
comparable responsibilities, subject to the terms of those programs. Pursuant to
the employment agreement, the Company will pay the costs of all continuing
professional education courses required for Mr. Cowan to maintain his certified
public accountant license, as well as all professional dues and licenses
attributable to his certified public accountant license.

         If the Company terminates Mr. Cowan's employment for other than cause
or non-performance, as defined in the employment agreement, the Company would be
required to pay him severance pay equal to one year's base salary and all stock
options granted to him under the agreement will become vested and exercisable.
If Mr. Cowan should terminate his employment for cause, as defined in the
employment agreement, he will be entitled to severance pay equal to the lesser
of one year's base salary and the unpaid balance of his salary which would be
payable to him through November 30, 2004 and he will be entitled to a pro rata
vesting of the options that would otherwise have become vested on the first
November 30th following the date of his termination.

         Mr. Cowan has agreed, pursuant to the employment agreement, not to
compete with the Company during his employment and for a period of two years
following termination of his employment (subject to certain exceptions).
Further, Mr. Cowan has agreed not to disclose any of the Company's confidential
information at any time during or subsequent to his employment with the Company
without its written consent.

         LOYD I. RINEHART. The Company is a party to an employment agreement
with Loyd I. Rinehart effective June 1, 2000. This employment agreement has a
five-year term and provides that Mr. Rinehart receive a minimum base salary of
$150,000, payable no less often than semi-monthly, subject to increases at the
Company's discretion. Mr. Rinehart is entitled to receive bonuses of up to (i)
$25,000 for each calendar quarter in which the Company meets certain corporate
milestones and (ii) $200,000 based on the acquisitions of POPs (not including
POPs assigned by Sprint) in any calendar year, reduced by bonuses paid under (i)
above. The maximum bonus Mr. Rinehart can receive in one calendar year will be
the greater of (i) or (ii) above. Mr. Rinehart is also entitled to reimbursement
for reasonable business expenses,


                                       7
<PAGE>

relocation from Denver, Colorado to Lubbock, Texas, a $600 per month vehicle
allowance, reimbursement for vehicle business mileage at the standard mileage
rate set by the Internal Revenue Service, and incentive, retirement,
profit-sharing, life, medical, disability and other benefit plans as may be
available to the Company's other executives with comparable responsibilities,
subject to the terms of those programs. Pursuant to the employment agreement,
the Company will pay the costs of all continuing professional education courses
required for Mr. Rinehart to maintain his certified public accountant license,
as well as all professional dues and licenses attributable to his certified
public accountant license.

         If the Company terminates Mr. Rinehart's employment for other than
cause or non-performance, both as defined in the employment agreement, the
Company would be required to pay him severance pay equal to one year's base
salary. If Mr. Rinehart should terminate his employment for cause, as defined in
the employment agreement, he will be entitled to severance pay equal to the
lesser of one year's base salary and the unpaid balance of his salary which
would be payable to him through May 31, 2005. Mr. Rinehart has agreed, pursuant
to the employment agreement, not to compete with the Company during his
employment and for a period of two years following termination of his employment
(subject to certain exceptions detailed in his employment agreement). Further,
Mr. Rinehart has agreed not to disclose any of the Company's confidential
information at any time during or subsequent to his employment with the Company
without its written consent.

         JERRY W. BRANTLEY. Prior to Mr. Brantley leaving the Company, the
Company was a party to an amended and restated employment agreement with him,
effective October 1, 1999.

         On January 23, 2001, the Company announced that Mr. Brantley left the
Company and is pursuing other interests.

         W. DON STULL. Before his departure from the Company, the Company was a
party to an amended and restated employment agreement with W. Don Stull,
effective October 29, 1999. Mr. Stull left the Company on September 20, 2000. In
connection with the termination of his employment, Mr. Stull entered into a
separation and release agreement with the Company. In addition to the payments
described under the "All Other Compensation" column in the summary compensation
table, vesting was accelerated with respect to an aggregate of 57,001 of Mr.
Stull's options pursuant to the separation agreement.

COMPENSATION OF DIRECTORS

         The Company does not pay cash fees to its non-employee directors.
Pursuant to the long-term incentive plan, each of the Company's directors is
granted an initial option to purchase 28,000 shares of Common Stock on the date
he or she joins the Board of Directors. All initial options will expire on the
tenth anniversary of the date of grant. In addition to the initial option, each
independent director will receive an annual grant pursuant to the long-term
incentive plan of an option to purchase that number of shares of Common Stock
equal to $60,000 divided by the fair market value of Common Stock on the date of
grant. The annual option will be granted on the date of the first full meeting
of the Board of Directors following the end of each fiscal year. The annual
option will immediately vest on the date of grant and will expire on the tenth
anniversary of the date of grant. The exercise price of options granted to
independent directors equal to the fair market value of the Common Stock on the
date of grant. All of the Company's directors are entitled to reimbursement of
their reasonable out-of-pocket expenses in connection with their travel to, and
attendance at, meetings of the Board of Directors or committees thereof.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During fiscal year 2000, the Compensation Committee consisted of
Messrs. Marshall, Hyde and Silber. Mr. Silber resigned from the Board of
Directors of the Company effective April 16, 2001. The Compensation Committee is
responsible for reviewing and approving all compensation arrangements for the
Company's officers. None of these committee members are or have been executive
officers of the Company or its subsidiaries.

         In 2000, the Company entered into various arrangements with Mericom
Corporation and its affiliates for site acquisition, RF engineering and fixed
network design. Mr. Silber holds an indirect minority interest in Mericom
Corporation, which is a privately-held provider of planning, design, deployment,
maintenance and operations services for



                                       8
<PAGE>

wireless telecommunications networks. During fiscal year 2000, the Company paid
approximately $1.0 million under these arrangements. On February 14, 2001, the
Company completed its acquisition of Washington Oregon Wireless, LLC ("WOW"), a
wholly-owned subsidiary of WOW Holdings, LLC ("WOW Holdings") through the merger
of WOW Holdings with and into the Company. Mr. Silber was a member of the board
of managers of WOW Holdings. Mr. Silber is also a principal of Silpearl
Associates, LLC, which is an affiliate of WOW Investment Partners, L.P., which
owned approximately 44.4% of the outstanding membership interests of WOW
Holdings. WOW Investment Partners, L.L.C. holds the sole general partner
interest of WOW Investment Partners, L.P. The sole membership interest of WOW
Investment Partner L.L.C. is held by Silpearl Associates, LLC. Mr. Silber
indirectly owns 50% of the membership interests, and is the President, of
Silpearl Associates, LLC. Following the closing of the acquisition of WOW, Mr.
Silber received 915,193 shares of Common Stock and approximately $1.5 million in
cash as a distribution from WOW Investment Partners, L.P. Mr. Silber did not
participate in the Board of Directors vote to approve the WOW Holdings merger.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         The Company's executive compensation philosophy reflects its belief
that the compensation of executives should:


         o    be linked to achievement of its business and strategic goals;

         o    be aligned with the interests of stockholders through awards of
              stock options and other stock-based compensation;

         o    recognize individual contributions, as well as overall business
              results; and

         o    result in attracting, motivating and retaining highly-talented
              executives to serve it.

         To achieve these objectives, the Company's current compensation program
consists of the following elements:

         o    base salary;

         o    annual incentive compensation, the receipt of which is based on:

         o    its financial performance from year to year; and/or

         o    significant individual contributions; and

         o    long-term incentive compensation, primarily in the form of stock
              options.


         CEO COMPENSATION. The structure of Mr. Sharbutt's fiscal 2000
compensation was based in part on comparisons to the compensation of executives
in similar positions with other companies in the industry, as well as Mr.
Sharbutt's level of responsibility, experience and contribution to the Company's
business objectives and the Board's ongoing assessment of the Company's
operations. In accordance with such factors, the Company entered into an
employment agreement with Mr. Sharbutt, effective October 1, 1999 (see
"Employment Agreements--David E. Sharbutt"). This agreement provides for Mr.
Sharbutt's base salary and eligible quarterly bonuses upon the achievement of
certain performance targets established by the Board of Directors. The Board
believes that the structure of Mr. Sharbutt's compensation, with its emphasis on
the Company's performance, is in the best interest of the Company's stockholders
because it more closely aligns the interests of Mr. Sharbutt and the Company's
stockholders. Mr. Sharbutt's fiscal year 2000 bonus was paid as a result of the
achievement by the Company of performance targets related to EBITDA, revenue per
user and subscriber targets.

                                       9
<PAGE>

         OTHER EXECUTIVE OFFICER COMPENSATION. The Company's philosophy for the
compensation of its other executive officers focuses on each individual's level
of responsibility, experience and contribution to the Company's business
objectives and the Board's ongoing assessment of the Company's operations. The
Board of Directors places emphasis on compensation that closely aligns the
executive's interests with the stockholders' interests. Therefore, a significant
percentage of each executive officer's total compensation is tied to the
Company's performance through:


          o    bonus eligibility, based on a combination of its performance and
               individual achievement; and

          o    stock option awards.


         DEDUCTIBILITY OF COMPENSATION TO EXECUTIVE OFFICERS. The federal income
tax law limits the deductibility of certain compensation paid to the chief
executive officer and the four most highly compensated executives (the "covered
employees") in excess of the statutory maximum of $1 million per covered
employee. The organization and compensation committee's general policy is, where
feasible, to structure the compensation paid to the covered employees so as to
maximize the deductibility of such compensation for federal income tax purposes;
however, the committee shall retain the flexibility, where necessary to promote
the incentive and retention goals described above, to pay compensation which may
not be deductible.

                             COMPENSATION COMMITTEE:

                                   Thomas Hyde
                              Schuyler B. Marshall
                                Reagan W. Silber*

                                PERFORMANCE GRAPH

         The following performance graph compares the cumulative total
stockholder total return on the Common Stock from February 3, 2000 through
December 31, 2000 against the cumulative total return of The Nasdaq Stock Market
(U.S. Companies) Index, The Nasdaq Stock Market Telecommunications Index and a
peer group selected by the Company for the same period. The peer group consists
of the following three companies (which, together with the Company, represent
all of the Sprint PCS network partners whose stock was publicly traded over the
relevant measurement period): Airgate PCS, Inc., UbiquiTel Inc. and US Unwired
Inc.

[GRAPHIC OMITTED]

DAILY DATA -- 2/3/2000 THROUGH 12/31/2000

Price as a Percent of Base Period (%)

250       200       150       100       50        0

Mar  Apr  May  Jun  Jul  Aug  Sep  Oct  Nov  Dec
2000


Alamosa PCS
NASDAQ Composite Average
NASDAQ Telecommunications Index
Sprint PCS Affiliate Index (PCSA, UPCS, UNWR)


*  Mr. Silber resigned from the Board of Directors of the Company effective
   April 16, 2001.


                                       10
<PAGE>


                                        Cumulative Total Return
                                        ------------------------
                                         2/3/00         12/31/00

Alamosa Holdings, Inc. (1)              $100.00          $47.06
NASDAQ Composite Index                  $100.00          $58.67
NASDAQ Telecommunications Index         $100.00          $44.64
Sprint PCS Network Partner Peer Group   $100.00          $28.81


(1)  The common stock of the Company began trading on The Nasdaq National Market
     on February 3, 2000, under the symbol "APCS." Prior to that date there was
     no public market for the common stock of the Company.




                                       11
<PAGE>


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

     The following table sets forth certain information as of April 16, 2001
(except as otherwise indicated) with respect to the number of shares of Common
Stock beneficially owned by each person who is known to the Company to be the
beneficial owner of more than 5% of the Common Stock, the number of shares of
Common Stock beneficially owned by each executive officer, director and nominee
for director of the Company, and all current executive officers and directors of
the Company as a group. Except as otherwise indicated, each such stockholder has
sole voting and investment power with respect to the shares beneficially owned
by such stockholder.

<TABLE>
<CAPTION>

                                           NUMBER OF SHARES
                                             BENEFICIALLY         PERCENTAGE OF
NAME AND ADDRESS (1)                           OWNED (2)            OWNERSHIP
--------------------                       ----------------       -------------
<S>                                          <C>                    <C>
5% STOCKHOLDERS:
Caroline Hunt Trust Estate                   8,801,866 (3)          9.57%
100 Crescent Court, Suite 1700
Dallas, TX 75201

South Plains Telephone Cooperative, Inc.     8,769,732 (4)          9.54%
2425 Marshall Street
Lubbock, TX 79415

Budagher Family, LLC                         7,312,776 (5)          7.95%
3702 Holland Avenue
Dallas, TX 75219

Taylor Telephone Cooperative, Inc            5,175,700 (6)          5.63%
9796 N. Interstate 20
Merkel, TX 79536

DIRECTORS AND EXECUTIVE OFFICERS:
David E. Sharbutt                            1,369,724 (7)          1.48%
Michael R. Budagher                          7,312,776 (5)          7.95%
Ray M. Clapp                                 107,175 (8)            *
Kendall W. Cowan                             291,000 (9)            *
Scotty Hart                                  29,300 (10)            *
Thomas Hyde                                  28,000 (11)            *
Schuyler B. Marshall                         138,500 (12)           *
Tom M. Phelps                                31,325 (13)            *
Thomas F. Riley, Jr.                         166,500                *
Loyd I. Rinehart                             33,334 (14)            *
Michael V. Roberts                           6,753,750 (15)         7.35%
Steven C. Roberts                            6,763,650 (16)         7.36%


                                       12
<PAGE>


<CAPTION>

                                           NUMBER OF SHARES
                                             BENEFICIALLY         PERCENTAGE OF
NAME AND ADDRESS (1)                           OWNED (2)            OWNERSHIP
--------------------                       ----------------       -------------
<S>                                          <C>                    <C>
Anthony Sabatino                             30,000 (17)            *
Jimmy R. White                               29,014 (18)            *
All Directors and Executive Officers
as a Group (14 persons)                      23,083,798             24.83%
</TABLE>

*Less than one percent.

(1)  Except as otherwise indicated in the footnotes below, the address for each
     executive officer and director is 5225 S. Loop 289, Lubbock, Texas 79424.

(2)  Percentage of ownership is based on 91,946,843 shares of Common Stock
     outstanding as of April 16, 2001. Beneficial ownership is determined in
     accordance with Rule 13d-3 of the Exchange Act. A person is deemed to be
     the beneficial owner of any shares of common stock if that person has or
     shares voting power or investment power with respect to that common stock,
     or has the right to acquire beneficial ownership at any time within 60 days
     of the date of the table. As used herein, "voting power" is the power to
     vote or direct the voting of shares and "investment power" is the power to
     dispose or direct the disposition of shares.

(3)  The share information reflected is based upon a statement on Amendment No.
     1 to a Schedule 13D filed jointly by Caroline Hunt Trust Estate, The
     Rosewood Corporation, Rosewood Financial, Inc. Rosewood Management
     Corporation and Fortress Venture Capital II, L.P. on April 12, 2001 with
     the Securities and Exchange Commission (the "SEC"). The Rosewood
     Corporation is a wholly-owned subsidiary of Caroline Hunt Trust Estate and
     Rosewood Financial, Inc. is an indirect wholly-owned subsidiary of Caroline
     Hunt Trust Estate and The Rosewood Corporation. Rosewood Management
     Corporation is a wholly owned subsidiary of The Rosewood Corporation and
     serves as the general partner of Fortress Venture Capital II, L.P. Caroline
     Hunt Trust Estate and The Rosewood Corporation may be deemed to be the
     beneficial owner of the shares held of record by Rosewood Financial, Inc.,
     as a result of their parent-subsidiary relationship. Rosewood Management
     Corporation may be deemed to be the beneficial owner of the shares held of
     record by Fortress Venture Capital II, L.P., as a result of its general
     partnership status. Caroline Hunt Trust Estate, The Rosewood Corporation
     and Rosewood Financial, Inc. may be deemed to be the beneficial owner of
     the shares held of record by Fortress Venture Capital II, L.P., as a result
     of their parent-subsidiary relationship with Rosewood Management
     Corporation. Caroline Hunt Trust Estate, The Rosewood Corporation and
     Rosewood Financial, Inc. disclaim beneficial ownership of any shares held
     by Rosewood Management Corporation or Fortress Venture Capital II, L.P.,
     and Rosewood Management Corporation and Fortress Venture Capital II, L.P.
     disclaim beneficial ownership of any shares held by Caroline Hunt Trust
     Estate, The Rosewood Corporation and Rosewood Financial, Inc. The address
     for The Rosewood Corporation, Rosewood Financial, Inc., Rosewood Management
     Corporation and Fortress Venture Capital II, L.P. is the same address for
     Caroline Hunt Trust Estate.

(4)  The share information reflected is based upon a statement on a Schedule 13D
     filed jointly by South Plains Telephone Cooperative, Inc. and South Plains
     Advanced Communications & Electronics, Inc. on February 7, 2000 with the
     SEC. South Plains Advanced Communications is a wholly-owned subsidiary of
     South Plains Telephone Cooperative, which may be deemed to be the
     beneficial owner of the shares held of record by South Plains Advanced
     Communications. South Plains Telephone Cooperative and South Plains Advance
     Communications share voting and investment power for these shares, as a
     result of their parent-subsidiary relationship. The address for South
     Plains Advanced Communications is the same as the address for South Plains
     Telephone Cooperative.

(5)  The share information reflected is based upon a statement on a Schedule 13D
     filed jointly by Mr. Budagher, Budagher Family, LLC and West Texas PCS, LLC
     on February 26, 2001 with the SEC. Budagher Family, LLC owns 100% of the
     membership interests in West Texas PCS, LLC and Mr. Budagher and his spouse
     and children own 100% of the membership interests in Budagher Family, LLC,
     each of which may also be deemed to be the beneficial owner of the shares
     held by West Texas PCS. Includes 28,000 shares issuable to Mr. Budagher
     pursuant to options currently


                                       13
<PAGE>

     exercisable and 7,284,776 shares for which Budagher Family, LLC, West Texas
     PCS and Mr. Budagher share voting and investment power, as a result of
     their parent-subsidiary and control person relationships. Mr. Budagher is
     the sole Manager and President of Budagher Family, LLC and the sole Manager
     of West Texas PCS. The address for Budagher Family, LLC and West Texas PCS
     is the same as the address for Mr. Budagher.

(6)  The share information reflected is based upon a statement on a Schedule 13D
     filed jointly by Taylor Telephone Cooperative, Inc. and Taylor
     Telecommunications, Inc. on February 7, 2000 with the SEC. Taylor
     Telecommunications is a wholly-owned subsidiary of Taylor Telephone
     Cooperative, which may be deemed to be the beneficial owner of the shares
     held of record by Taylor Telecommunications. Taylor Telephone Cooperative
     and Taylor Telecommunications share voting and investment power for these
     shares, as a result of their parent-subsidiary relationship. The address
     for Taylor Telecommunications is the same as the address for Taylor
     Telephone Cooperative.

(7)  Includes 242,500 shares held individually by Mr. Sharbutt, 48,824 shares
     held in Mr. Sharbutt's 401(k) plan, 593,200 shares beneficially owned by
     Five S, Ltd., 200 shares beneficially owned by Mr. Sharbutt's children and
     485,000 shares issuable pursuant to options currently exercisable. Mr.
     Sharbutt is a limited partner of Five S, Ltd. and President of Sharbutt
     Inc., the general partner of Five S, Ltd., and may be considered a
     beneficial owner of the shares owned by Five S, Ltd. Mr. Sharbutt disclaims
     beneficial ownership of these shares, except to the extent of his pecuniary
     interest therein. Additionally, Mr. Sharbutt is a director, shareholder and
     the President of US Consultants, Inc., the general partner of Harness,
     Ltd., which holds 292,938 shares of Common Stock. Mr. Sharbutt disclaims
     beneficial ownership of the shares owned by Harness, Ltd. The address for
     Five S Ltd. is 4606 91st Street, Lubbock, Texas 79424 and the address for
     Harness, Ltd. is P.O. Box 65700, 4747 S. Loop 289, Lubbock, Texas 79464.

(8)  Includes 64,175 shares held individually by Mr. Clapp and 43,000 shares
     issuable pursuant to options currently exercisable. Excludes 8,801,866
     shares held by Caroline Hunt Trust Estate and its subsidiaries, as to which
     Mr. Clapp disclaims beneficial ownership. Mr. Clapp is the Managing
     Director, Acquisitions and Investments for the Rosewood Corporation, which
     is a wholly-owned subsidiary of the Caroline Hunt Trust Estate. The address
     for Mr. Clapp is the same as the address for Caroline Hunt Trust Estate.

(9)  These shares are issuable pursuant to options currently exercisable.

(10) Includes 1,000 shares held individually by Mr. Hart, 28,000 shares issuable
     pursuant to options currently exercisable and 300 shares held by Lubbock
     HLH, Ltd. Mr. Hart controls Lubbock HLH, Ltd. and is a beneficial owner of
     the shares held by Lubbock HLH, Ltd. Excludes 8,769,732 shares held by
     South Plains Advanced Communications & Electronics, Inc., as to which Mr.
     Hart disclaims beneficial ownership. Mr. Hart is the General Manager of
     South Plains Telephone Cooperative and South Plains Advanced Communications
     & Electronics, a wholly owned subsidiary of South Plains Telephone
     Cooperative. Mr. Hart's address is the same as the address for South Plains
     Telephone Cooperative.

(11) Includes 28,000 shares issuable pursuant to options currently exercisable.
     Excludes 5,175,700 shares held by Taylor Telecommunications, Inc., as to
     which Mr. Hyde disclaims beneficial ownership. Mr. Hyde is the Manager of
     Taylor Telephone Cooperative, Inc. and Taylor Telecommunications, a wholly
     owned subsidiary of Taylor Telephone Cooperative. Mr. Hyde's address is the
     same as the address for Taylor Telephone Cooperative.

(12) Includes 110,000 shares held individually by Mr. Marshall, 500 shares held
     indirectly in an IRA account for Mr. Marshall and 28,000 shares issuable
     pursuant to options currently exercisable. Excludes 8,801,866 shares held
     by Caroline Hunt Trust Estate and its subsidiaries, as to which Mr.
     Marshall disclaims beneficial ownership. Mr. Marshall is the President of
     Rosewood Financial, Inc. and the Rosewood Corporation, both of which are
     wholly-owned subsidiaries of the Caroline Hunt Trust Estate. Additionally,
     Mr. Marshall is a Director of various Caroline Hunt Trust Estate
     subsidiaries. The address for Mr. Marshall is the same as the address for
     Caroline Hunt Trust Estate.

(13) Includes 3,325 shares held individually by Mr. Phelps and 28,000 shares
     issuable pursuant to options currently exercisable.

(14) These shares are issuable pursuant to options exercisable within 60 days.

                                       14
<PAGE>

(15) Includes 6,752,500 shares held individually by Mr. Roberts, 1,000 shares
     held by Mr. Roberts and his wife together and 250 shares owned by Roberts
     Broadcasting Company. Mr. Roberts is the Chairman, Chief Executive Officer
     and principal stockholder of Roberts Broadcasting Company and may be
     considered a beneficial owner of the shares owned by Roberts Broadcasting
     Company.

(16) Includes 6,754,500 shares held individually by Mr. Roberts, 2,500 shares
     held by Mr. Roberts and his wife together, 1,000 shares held by Mr.
     Roberts' wife, 5,400 shares Mr. Roberts' wife holds in custodial accounts
     for their minor children and 250 shares owned by Roberts Broadcasting
     Company. Mr. Roberts is the President and Chief Operating Officer and
     principal stockholder of Roberts Broadcasting Company and may be considered
     a beneficial owner of the shares owned by Roberts Broadcasting Company. Mr.
     Roberts disclaims beneficial ownership of the shares of Common Stock held
     in custodial accounts for his minor children.

(17) These shares are issuable pursuant to options currently exercisable.

(18) Includes 1,014 shares held individually by Mr. White and 28,000 shares
     issuable pursuant to options currently exercisable. Mr. White's address is
     Highway 87 North, Dalhart, TX 79022.



                                       15
<PAGE>



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

FORMATION OF ALAMOSA PCS, LLC

     On July 24, 1998, Alamo IV LLC, Rosewood Telecommunications, L.L.C., Tregan
International Corp., West Texas PCS, LLC and Longmont PCS, LLC formed Alamosa
PCS, LLC. Those investors received membership interests in exchange for their
capital commitments. The investors amended the formation documents on December
11, 1998 to allow for a new member, Yellow Rock PCS, L.P., and to modify their
membership interests and capital commitments. Yellow Rock agreed to contribute a
total of $400,000 of capital in exchange for a 0.82% membership interest in
Alamosa PCS, LLC. Pursuant to the agreement, Yellow Rock committed to a funding
schedule beginning with a payment of $123,711 on December 15, 1998 and ending on
January 1, 2001. The original investors retained the remaining 99.18% membership
interest in Alamosa PCS, LLC in exchange for their capital commitments of
$48,100,000. In November 1999, the members of Alamo IV LLC dissolved Alamo IV
LLC and distributed Alamo IV's membership interest in Alamosa PCS, LLC to Alamo
IV's members.

     The obligations to commit capital and the other regulations under the
formation documents were eliminated when the Company reorganized from a limited
liability company to a holding company structure prior to the closing of the
Company's initial public offering in February 2000.

EDC CREDIT FACILITY GUARANTEES

     In connection with the credit agreement entered into between Nortel and the
Company, which Nortel assigned to EDC and the Company acknowledged, each of the
Company's stockholders pledged its ownership interest in the Company to Nortel
to guaranty the Company's obligations under the Nortel credit agreement. The
rights and obligations of Nortel under the credit agreement were assigned to
EDC. The Company's stockholders were required to secure their unfunded
contributions with either a letter of credit or a marketable securities pledge
agreement. Each guaranty, pledge, letter of credit and marketable securities
pledge agreement terminated prior to the closing of the Company's initial public
offering.

AGREEMENTS WITH CHR SOLUTIONS

     The Company has entered into a number of agreements with CHR Solutions as
described in more detail below. During fiscal year 2000, the Company paid CHR
Solutions approximately $6.3 million under these agreements. David Sharbutt, the
Company's Chairman and Chief Executive Officer, was at the time the agreements
were executed the President, Chief Executive Officer, a director and a
shareholder of CHR Solutions. Mr. Sharbutt no longer holds any of these
positions at CHR Solutions.

     o    On July 27, 1998, the Company entered into an engineering service
          agreement with CHR Solutions that is to last through August 2001 for a
          maximum fee of approximately $7.0 million, excluding taxes.

     o    As of April 9, 1999, the Company entered into a data communications
          services agreement with CHR Solutions to perform design and
          implementation services for the Company in connection with the
          Company's wide area network and local area networks for a maximum fee
          of $262,040, excluding taxes. The agreement lasts until the project is
          completed, unless either party terminates it earlier for cause.

     o    As of October 8, 1999, the Company entered into a special service
          agreement with CHR Solutions to perform marketing and operations
          consulting services in selected areas in Wisconsin for a maximum fee
          of $100,000, excluding taxes. This agreement lasts until the project
          is completed, unless either party terminates it earlier.

     o    As of October 8, 1999, the Company entered into a special service
          agreement with CHR Solutions to perform business planning and
          consulting services and a feasibility study in selected areas of
          Wisconsin for a fixed fee of $81,000. This agreement lasts until the
          project is completed, unless either party terminates it earlier.

                                       16
<PAGE>

     o    As of October 8, 1999, the Company entered into a special service
          agreement with CHR Solutions to perform business planning and
          consulting services and a feasibility study in selected areas of the
          Company's territory for an estimated probable cost of $200,000,
          excluding taxes. This agreement lasts until the project is completed,
          unless either party terminates it earlier.

     o    As of October 8, 1999, the Company entered into a special service
          agreement with CHR Solutions to provide the Company with radio
          frequency "drive testing" to predict the propagation characteristics
          of given areas in the Company's territory for an estimated probable
          cost of $62,085, excluding taxes. This agreement lasts until the
          project is completed, unless either party terminates it earlier.

     o    As of November 20, 1999, the Company entered into a special service
          agreement with CHR Solutions, who provided the Company with marketing
          and operations consulting services for a maximum amount of $100,000,
          excluding taxes.

     o    As of January 28, 2000, the Company entered into a professional
          services agreement with CHR Solutions to develop the sub-affiliate
          program from the development of a model through the execution of the
          sub-affiliate program. The estimated probable costs of the services
          are $248,000. Either party may terminate the agreement without penalty
          at any time with or without cause upon giving the other party 30 days
          prior written notice.

AGREEMENTS WITH TECH TELEPHONE COMPANY LIMITED PARTNERSHIP

     As of April 6, 1999, the Company entered into a telecommunications service
agreement with Tech Telephone Company Limited Partnership, an affiliate of CHR
Solutions, to install and provide DS1 telecommunications lines between Sprint
PCS and the Company's Lubbock operations and between the Company's Lubbock
operations and the Company's other markets. The original term of the agreement
is three years, with automatic renewal for successive 30-day terms until
terminated by either party. As of August 13, 1999, the Company entered into a
distribution agreement with TechTel Communications Corporation, an affiliate of
CHR Solutions, authorizing it to become a third party distributor of Sprint PCS
products and services for the Company in a standard agency agreement identical
with numerous other agreements between the Company and other third party
distributors. Pursuant to the distribution agreement, TechTel Communications
Corporation is obligated to purchase ten handsets from the Company every quarter
for the term of one year. During fiscal year 2000, the Company paid
approximately $1.7 million under these agreements.

AGREEMENT WITH AMERICAN TOWER CORPORATION

     In August 1998, the Company entered into a nonexclusive master site
development and lease agreement for tower sites with OmniAmerica Development
Corp., formerly known as Specialty Capital Services, Inc., a subsidiary of
Specialty Teleconstructors, Inc. that has since merged with American Tower
Corporation. Pursuant to the agreement, American Tower arranges for collocation
of the Company's equipment, or constructs new facilities, in areas the Company
identifies for build-out. The initial term of the master agreement expires in
August 2003, with automatic renewal for three additional terms of five years
each. The agreement provides for monthly payments aggregating to approximately
$5.0 million per year, subject to an annual adjustment based on the Consumer
Price Index. During fiscal year 2000, the Company paid approximately $2.4
million for these services.

     Michael Budagher, who is one of the Company's directors and a manager of
West Texas PCS, LLC and Budagher Family, LLC, two of the Company's stockholders,
was, at the time the agreement was entered into the Vice Chairman, Chief
Operating Officer and a director of Specialty Teleconstructors, Inc., and the
Chief Executive Officer, President and sole director of Specialty Capital
Services, Inc. Michael Budagher is also a member and the General Manager of the
Budagher Family, LLC, which was, at the time the agreement was entered into, a
stockholder of Specialty Teleconstructors, Inc. Mr. Budagher no longer holds any
of these positions at Specialty Capital Services, Inc. or Specialty
Teleconstructors, Inc. However, he is a stockholder of American Tower
Corporation.

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<PAGE>

RESERVE OF SHARES BY UNDERWRITERS

     As part of the initial public offering of Common Stock, the underwriters
reserved a maximum of 10% of the shares of Common Stock sold in the offering for
sale to the persons who were stockholders of the Company at the time prior to
the offering at a price per share of $15.8525, the public offering price less
the underwriting discount. The underwriters were not entitled to any discount or
commission on these shares and the proceeds to the Company were the same as if
the shares were sold to the general public. The persons who were stockholders of
the Company at the time prior to the offering purchased 757,589 shares pursuant
to this arrangement.

     In connection with the Company's initial public offering, Salomon Smith
Barney Inc. reserved up to approximately five percent of the shares being
offered as directed shares for sale at the initial public offering price to
persons who were directors, officers or the Company's employees, or who were
otherwise associated with the Company and its affiliates or employees, and who
advised the Company of their desire to purchase these shares. The number of
shares of common stock available for sale to the general public was reduced to
the extent of sales of directed shares to any of the persons for whom they were
reserved. A total of 535,000 shares of common stock were so purchased by such
persons.

AGREEMENTS WITH MESSRS. MICHAEL V. ROBERTS AND STEVEN C. ROBERTS

     On February 14, 2001, the Company completed its acquisition of Roberts
Wireless. Messrs. Michael V. Roberts and Steven C. Roberts, who are directors of
the Company, were the sole owners of Roberts Wireless. Pursuant to the terms of
the merger agreement with Roberts Wireless, upon closing of the transaction,
each of Messrs. Michael V. Roberts and Steven C. Roberts was entitled to receive
6,750,000 shares of Common Stock and approximately $2.0 million in cash as
consideration in respect of his ownership interests in Roberts Wireless. The
terms of the acquisition agreement, including the consideration payable to
Messrs. Michael V. Roberts and Steven C. Roberts, were determined on the basis
of arm's length negotiations between the Company and Messrs. Michael V. Roberts
and Steven C. Roberts. Messrs. Michael V. Roberts and Steven C. Roberts were
appointed to the Board of Directors of the Company upon completion of the
Roberts Wireless acquisition.

     In connection with the acquisition of Roberts Wireless, the Company entered
a number of arrangements with Messrs. Michael V. Roberts and Steven C. Roberts
and certain companies affiliated with them as described in more detail below.

     o    LOAN AGREEMENT WITH MESSRS. MICHAEL V. ROBERTS AND STEVEN C. ROBERTS.
          On June 30, 2000, Alamosa Operations, Inc. ("Alamosa Operations"), a
          wholly-owned subsidiary of the Company (as lender) entered into a loan
          agreement with Messrs. Michael V. Roberts and Steven C. Roberts (as
          borrowers) whereby Alamosa Operations agreed to lend $10.0 million to
          Messrs. Michael V. Roberts and Steven C. Roberts. The proceeds from
          this loan were used to fund capital and operation requirements of
          Roberts and Roberts Tower Company ("Roberts Tower"), a corporation
          owned and operated by Messrs. Michael V. Roberts and Steven C.
          Roberts.

     o    ROBERTS WIRELESS LOAN AGREEMENT. On July 31, 2000, Alamosa Operations
          (as lender) entered into a loan agreement with Roberts Wireless (as
          borrower). In connection with the loan agreement, Roberts Wireless
          assumed certain obligations of Messrs. Michael V. Roberts and Steven
          C. Roberts under the June 30 loan agreement to the extent the proceeds
          of that loan were used to make capital contributions to Roberts
          Wireless. As of December 31, 2000, approximately $23.8 million had
          been funded under the Roberts Wireless loan agreement. At the
          completion of the Roberts Wireless acquisition, the Roberts Wireless
          promissory note was transferred to Alamosa (Delaware) and contributed
          as equity to its wholly owned subsidiary, Alamosa Holdings, LLC.

     o    ROBERTS TOWER LOAN AGREEMENT. On October 18, 2000, Alamosa Operations
          (as lender) and Roberts Tower (as borrower) entered into a loan
          agreement whereby Alamosa Operations agreed to lend up to $15.0
          million to Roberts Tower, to be used for the purposes of repaying all
          remaining amounts owed by Messrs. Michael V. Roberts and Steven C.
          Roberts under the June 30 loan agreement and funding the construction
          of wireless telecommunications towers for use by Roberts Wireless
          through the completion of the merger


                                       18
<PAGE>

          with Roberts Wireless. As of December 31, 2000, approximately $13.2
          million had been funded under the Roberts Tower loan agreement. In
          February 2001 the loan was paid in full.

     o    JOINT VENTURE DEVELOPMENT AGREEMENT. On October 30, 2000, the Company
          and Messrs. Michael V. Roberts and Steven C. Roberts entered into a
          joint venture development agreement. Pursuant to the agreement, if
          either Mr. Michael V. Roberts or Mr. Steven C. Roberts (each a
          "Project Member") undertakes an international telecommunications
          business venture (a "Project") and desires for the Company to be
          involved in that Project, then before the Project Member enters into a
          letter of intent or binding agreement of any nature with another
          person regarding the Project, written notice must be given to the
          Company and the Company has 60 days to notify the Project Member of
          its desire to participate in the Project. During such 60 day period,
          the Company has the exclusive right to elect to participate in the
          Project. Promptly after the Company gives a notice of participation,
          the Company and the Project Member shall form a project entity and
          shall execute an agreement setting forth the terms, covenants,
          conditions and provisions for the purpose, ownership, management,
          financing and operating of the Project. Unless the Project Member and
          the Company agree to a different arrangement, the Company will have a
          50% interest in each project entity and the Company will have full
          managerial control of each project entity. Except as described above,
          neither the Project Members nor the Company is obligated to bring to
          the other any opportunity to participate in a Project or any activity,
          domestic or international.

     o    CONSULTING AGREEMENTS. On January 29, 2001, the Company entered into
          five-year consulting agreements with each of Messrs. Michael V.
          Roberts and Steven C. Roberts. The consulting agreements provide each
          of them with an annual compensation of $125,000, which is paid
          monthly.

     o    RIGHT OF FIRST NEGOTIATION AGREEMENT. On February 14, 2001, the
          Company and Roberts Tower entered into a right of first negotiation
          agreement which grants Roberts Tower a right to negotiate tower leases
          on a "build-to-suit" basis within the Company's present and future
          territory. During the term of the agreement, whenever the Company or
          one of its subsidiaries is required to "build to suit" communications
          towers within the present or future territories in which it operates,
          the Company must notify Roberts Tower and Roberts Tower will have the
          exclusive right for a period of 30 days to negotiate with the Company
          to provide such towers. After such 30 day period, if the Company has
          not reached an agreement with Roberts Tower, the Company may obtain
          such tower sites from other third parties. The term of this agreement
          is five years.

     o    RESALE AGREEMENT. On February 14, 2001, the Company and Messrs.
          Michael V. Roberts and Steven C. Roberts entered into a resale
          agreement which permits Messrs. Michael V. Roberts and Steven C.
          Roberts to buy air time at a discount for resale on a basis no less
          favorable than any other similar agreement to which the Company may be
          a party. Messrs. Michael V. Roberts and Steven C. Roberts may resell
          such airtime anywhere where such resales are permitted under
          applicable law. Any arrangement between the Company and Messrs.
          Michael V. Roberts and Steven C. Roberts for resales and use of air
          time will be subject to all required approvals of Sprint, Sprint
          Spectrum and Sprint PCS and/or any other applicable Sprint entities.

     o    MASTER LEASE AGREEMENT. On February 14, 2001, Roberts Wireless and
          Roberts Tower entered into a master lease agreement which provides for
          the lease from Roberts Tower by Roberts Wireless of certain buildings,
          towers, tanks and /or improvements thereon for the purpose of
          installing, operating and maintaining communications facilities and
          services thereon. The initial term of the master lease agreement
          expires in February 2006, and Roberts Wireless has the right to extend
          the initial term of the lease for four additional terms of five years
          each. The agreement provides for monthly payments aggregating to
          approximately $16,800 per year, subject to an annual adjustment of 4%
          per annum.

OTHER RELATED PARTY TRANSACTIONS

     In January 2000, the Company entered into various arrangements with Mericom
Corporation and its affiliates for site acquisition, RF engineering and fixed
network design. Mr. Reagan Silber, who was one of the Company's directors, holds
an indirect minority interest in Mericom Corporation. Mr. Silber resigned from
the Board of Directors of


                                       19
<PAGE>

the Company effective April 16, 2001. For a description of the arrangements
involving Mericom and the Company, see "Compensation Committee Interlocks and
Insider Participation."

     On February 14, 2001, the Company completed its merger with WOW Holdings.
Mr. Silber was a member of the board of managers of WOW Holdings. Mr. Silber is
also a principal of Silpearl Associates, LLC, an affiliate of WOW Investment
Partners, L.P., which owned approximately 44.4% of the outstanding membership
interests of WOW Holdings. For a description of the consideration received by
Mr. Silber in connection with the WOW Holdings merger, see "Compensation
Committee Interlocks and Insider Participation."

     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 Mr. Hart, who is one of the
Company's directors and the general manager of South Plains Telephone
Cooperative, Inc., one of the Company's stockholders. 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. During
fiscal year 2000, approximately $100,000 was paid under this lease.



                                       20
<PAGE>


                                   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:  April 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              April 27, 2001
------------------------------------------------ Chief Executive Officer
               David E. Sharbutt                 (Principal Executive Officer)


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

            /s/ Michael R. Budagher              Director                                            April 27, 2001
------------------------------------------------
              Michael R. Budagher

             /s/ Ray M. Clapp, Jr.               Director                                            April 27, 2001
------------------------------------------------
               Ray M. Clapp, Jr.

                /s/ Scotty Hart                  Director                                            April 27, 2001
------------------------------------------------
                  Scotty Hart

                /s/ Thomas Hyde                  Director                                            April 27, 2001
------------------------------------------------
                  Thomas Hyde

           /s/ Schuyler B. Marshall              Director                                            April 27, 2001
------------------------------------------------
             Schuyler B. Marshall

                                                 Director
------------------------------------------------
                 Tom M. Phelps

           /s/ Thomas F. Riley, Jr.              Director                                            April 27, 2001
------------------------------------------------
             Thomas F. Riley, Jr.

               /s/ Jimmy R. White                Director                                            April 27, 2001
------------------------------------------------
                Jimmy R. White

                                                 Director
------------------------------------------------
              Michael V. Roberts

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



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