EXHIBIT 10.28


                                ADDENDUM III
                                     TO
                      SPRINT PCS MANAGEMENT AGREEMENT



MANAGER:    ALAMOSA WISCONSIN LIMITED PARTNERSHIP

SERVICE AREA BTAS:

o     Appleton-Oshkosh BTA 18,
o     Eau Claire BTA 123,
o     Fond du Lac BTA 148,
o     Green Bay BTA 173,
o     La Crosse-Winona BTA 234,
o     Madison BTA 272 (Only Columbia, Juneau, Marquette, Sauk Counties and
      those portions of Dane County where Manager will meet Sprint PCS
      coverage along Highway 151 and I-90/94 north of Madison),
o     Manitowoc BTA 276,
o     Milwaukee BTA 297 (Only those portions of Dodge County not currently
      covered by Sprint PCS along Highway 41 and the City of Watertown),
o     Minneapolis-St. Paul BTA 298 (Only Barron County and those
      portions of Polk County not currently covered by Sprint PCS
      along Highway 8 near the city of St. Croix Falls),
o     Sheboygan BTA 417,
o     Stevens Point-Marshfield-Wisconsin Rapids BTA 432,
o     Wausau-Rhinelander BTA 466


            This Addendum III (this "ADDENDUM"), dated as of April 25,
2000, and effective as of March 15, 2000, contains certain additional and
supplemental terms and provisions of that certain Sprint PCS Management
Agreement entered into as of December 6, 1999, by the same parties as this
Addendum, which Management Agreement was further amended by that certain
Addendum I entered into as of December 6, 1999, and that certain Addendum
II entered into as of February 8, 2000 (the Management Agreement, as
amended by Addendum I and Addendum II, being the "MANAGEMENT AGREEMENT").
The terms and provisions of this Addendum control, supersede and amend any
conflicting terms and provisions contained in the Management Agreement.
Except for express modifications made in this Addendum, the Management
Agreement continues in full force and effect.

            Capitalized terms used and not otherwise defined in this
Addendum have the meanings ascribed to them in the Management Agreement.
Section and Exhibit references are to Sections and Exhibits of the
Management Agreement unless otherwise noted.

            The Management Agreement is modified as follows:

            1. USE OF LOAN PROCEEDS. Sprint PCS has entered into that
      certain Consent and Agreement with Nortel Networks Inc. ("NORTEL")
      (which Consent and Agreement, as amended and modified from time to
      time, is referred to as the "CONSENT AND AGREEMENT") to enable
      Manager to obtain loans indirectly from Nortel and its successors and
      assigns (collectively, the "LENDERS") through Manager's limited
      partner, Alamosa PCS, Inc. ("ALAMOSA PCS"). Manager agrees that it
      will not use the proceeds from any loan made by Nortel to Alamosa PCS
      to which the Consent and Agreement relates or from any other loan or
      extension of credit to which the Consent and Agreement relates
      (whether such loan proceeds are received by Manager pursuant to a
      loan or a capital contribution from its partners) for any purpose
      other than (a) to construct and operate the wireless service within
      the Service Area (as may be amended from time to time) as
      contemplated under the Management Agreement, or (b) as expressly
      permitted under that amended Section 2.10 to the Amended and Restated
      Credit Agreement between Nortel, Alamosa PCS and certain other
      entities dated as of February 8, 2000 as amended by that certain
      First Amendment to the Amended and Restated Credit Agreement dated as
      of March 15, 2000 (the "CREDIT Agreement"), (a copy of that First
      Amendment is attached to this Addendum as Exhibit A) without giving
      effect to any subsequent amendment, modification or waiver of any
      term, condition, definition or other provision of the Credit
      Agreement or to any course of dealing between Nortel and Alamosa PCS
      that now exists or may hereafter be established allowing a use of
      loan proceeds not allowed in Section 2.10 of the Credit Agreement as
      in effect as of the date hereof.




          [The Remainder Of This Page Is Intentionally Left Blank]


      IN WITNESS WHEREOF, the parties hereto have caused this Addendum III
to be executed by their respective authorized officers as of the date and
year first above written.


                                    SPRINT SPECTRUM L.P.


                                    By: /s/ Bernard A. Bianchino
                                        -----------------------------
                                          Bernard A. Bianchino
                                          Senior Vice President and
                                          Chief Business
                                          Development Officer -
                                          Sprint PCS


                                    WIRELESSCO, L.P.


                                    By: /s/ Bernard A. Bianchino
                                        ----------------------------
                                          Bernard A. Bianchino
                                          Senior Vice President and
                                          Chief Business
                                          Development Officer -
                                          Sprint PCS


                                    SPRINT COMMUNICATIONS COMPANY, L.P.


                                    By: /s/ Don A. Jensen
                                        ---------------------------
                                          Don A. Jensen
                                          Vice President - Law


                                    ALAMOSA WISCONSIN LIMITED PARTNERSHIP

                                    By Alamosa Wisconsin GP, LLC,
                                    its General Partner

                                    By: /s/ David Sharbutt
                                       ----------------------------
                                         David Sharbutt, President