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UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.20549

FORM 10-Q

(Mark One)

|        |                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORTUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 forthe quarterly period ended March  31,2006 |

OR

|        |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 for the transition period from                         to                         |

COMMISSION FILE NUMBER:333-123755

AIRGATE PCS, INC.

(Exact name of registrant as specified in itscharter)

|                                                             |  |                                     |  |  |  |  |
|-------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 20-2156350                          |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
|                                                             |

2001 EDMUND HALLEYDRIVERESTON, VIRGINIA 20191

(Addressof principal executive offices, including zipcode)

(703)433-4000

(Registrant’s telephonenumber, including area code)

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

YES       NO   

Indicate bycheck mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of‘‘accelerated filer and large acceleratedfiler’’ in Rule 12b-2 of the ExchangeAct.

Large acceleratedfiler       Acceleratedfiler       Non-acceleratedfiler   

Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of theAct).

   YES       NO

Thereis currently no public market for the registrant’s commonstock.

As of May  12,  2006, 1,000 shares ofcommon stock, par value $.01 per share, were issued andoutstanding.

The registrant meets the conditions set forthin General Instructions H(1)(a) and (b) of Form 10-Q and is thereforefiling this form with the reduced disclosureformat.

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AIRGATE PCS,INC.

TABLE OFCONTENTS

|            |  |                                                                                                                                                                                                           |  |        |        |        |  |  |  |  |
|------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|--|--|
|       |  |                                                                                                                                                                                                      |  |   | PAGE   |   |
| PARTI      |  | FINANCIALINFORMATION                                                                                                                                                                                      |  |   |   |   |
| Item1.     |  | FinancialStatements                                                                                                                                                                                       |  |   |   |   |
|       |  | Consolidated BalanceSheets at March 31, 2006 and December 31,2005(unaudited)                                                                                                                              |  | 3      |
|       |  | ConsolidatedStatements of Operations for the three months ended March31, 2006 and for the period from acquisition to March31, 2005 and for the period from January 1, 2005to February 15, 2005(unaudited) |  | 4      |
|       |  | ConsolidatedStatements of Cash Flows for the three months ended March31, 2006 and for the period from acquisition to March31, 2005 and for the period from January 1, 2005to February 15, 2005(unaudited) |  | 5      |
|       |  | Notes to theConsolidated FinancialStatements                                                                                                                                                              |  | 6      |
| Item2.     |  | Management’s Discussion and Analysis of FinancialCondition and Results ofOperations                                                                                                                 |  | 18     |
| Item3.     |  | Quantitative and Qualitative Disclosures About MarketRisk                                                                                                                                                 |  | 26     |
| Item 4.    |  | ControlsandProcedures                                                                                                                                                                                     |  | 27     |
| PARTII     |  | OTHERINFORMATION                                                                                                                                                                                          |  |   |
| Item 1.    |  | LegalProceedings                                                                                                                                                                                          |  | 27     |
| Item1A.    |  | Risk Factors                                                                                                                                                                                              |  | 27     |
| Item2.     |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                                                                                                                |  | 27     |
| Item3.     |  | Defaults Upon SeniorSecurities                                                                                                                                                                            |  | 27     |
| Item4.     |  | Submission of Matters to a Vote of SecurityHolders                                                                                                                                                        |  | 27     |
| Item 5.    |  | OtherInformation                                                                                                                                                                                          |  | 27     |
| Item6.     |  | Exhibits                                                                                                                                                                                                  |  | 27     |
| SIGNATURES |  | 28                                                                                                                                                                                                        |
|            |

2

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PARTI – FINANCIAL INFORMATIONITEM 1. FINANCIALSTATEMENTS

AIRGATE PCS, INC.CONSOLIDATED BALANCESHEETS(UNAUDITED)

(dollars inthousands, except shareinformation)

|                                                                                                                                              |  |               |         |                  |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------|--|---------------|---------|------------------|--|--------|---------|---------|--|--|
|                                                                                                                                         |  | March31, 2006 |         | December 31,2005 |
| ASSETS                                                                                                                                       |  |          |    |             |  |   |    |    |
| Currentassets:                                                                                                                               |  |          |    |             |  |   |    |    |
| Cash and cashequivalents                                                                                                                     |  | $             | 54,648  |             |  | $      | 14,884  |    |
| Shortterminvestments                                                                                                                         |  |          | 15,540  |             |  |   | 35,557  |    |
| Customeraccounts receivable, net                                                                                                             |  |          | 23,508  |             |  |   | 26,470  |    |
| Receivablefrom SprintNextel                                                                                                                  |  |          | 6,562   |             |  |   | 4,440   |    |
| Inventory                                                                                                                                    |  |          | 2,407   |             |  |   | 2,777   |    |
| Prepaidexpenses and otherassets                                                                                                              |  |          | 4,147   |             |  |   | 6,649   |    |
| Deferredcustomer acquisitioncosts                                                                                                            |  |          | 680     |             |  |   | 497     |    |
| Deferred taxasset                                                                                                                            |  |          | 22,717  |             |  |   | 22,717  |    |
| Totalcurrentassets                                                                                                                           |  |          | 130,209 |             |  |   | 113,991 |    |
| Propertyand equipment,net                                                                                                                    |  |          | 105,438 |             |  |   | 106,203 |    |
| Goodwill                                                                                                                                     |  |          | 264,236 |             |  |   | 264,236 |    |
| Intangibleassets,net                                                                                                                         |  |          | 326,766 |             |  |   | 348,596 |    |
| Othernoncurrentassets                                                                                                                        |  |          | 1,886   |             |  |   | 1,669   |    |
| Totalassets                                                                                                                                  |  | $             | 828,535 |             |  | $      | 834,695 |    |
| LIABILITIESAND STOCKHOLDER’SEQUITY                                                                                                     |  |          |    |             |  |   |    |    |
| Currentliabilities:                                                                                                                          |  |          |    |             |  |   |    |    |
| Accountspayable                                                                                                                              |  | $             | 741     |             |  | $      | 5,087   |    |
| Accruedexpenses                                                                                                                              |  |          | 15,947  |             |  |   | 15,730  |    |
| Payableto SprintNextel                                                                                                                       |  |          | 19,377  |             |  |   | 15,512  |    |
| Payableto AlamosaHoldings                                                                                                                    |  |          | 22,740  |             |  |   | 2,935   |    |
| Interestpayable                                                                                                                              |  |          | 6,768   |             |  |   | 2,880   |    |
| Deferredrevenue                                                                                                                              |  |          | 10,458  |             |  |   | 9,198   |    |
| Totalcurrentliabilities                                                                                                                      |  |          | 76,031  |             |  |   | 51,342  |    |
| Longterm liabilities:                                                                                                                        |  |          |    |             |  |   |    |    |
| Othernoncurrentliabilities                                                                                                                   |  |          | 1,716   |             |  |   | 1,471   |    |
| Deferredtaxliability                                                                                                                         |  |          | 34,646  |             |  |   | 41,985  |    |
| Seniornotes                                                                                                                                  |  |          | 344,425 |             |  |   | 345,403 |    |
| Totallong termliabilities                                                                                                                    |  |          | 380,787 |             |  |   | 388,859 |    |
| Totalliabilities                                                                                                                             |  |          | 456,818 |             |  |   | 440,201 |    |
| Commitmentsand contingencies (see Note13)                                                                                                    |  |          | — |             |  |   | — |    |
| Stockholder’sequity:                                                                                                                   |  |          |    |             |  |   |    |    |
| Preferred stock,$.01 par value; 1,000,000 shares authorized; no sharesissued                                                                 |  |          | — |             |  |   | — |    |
| Commonstock, $.01 par value; 1,000 and 30,000,000 shares authorized,respectively; 1,000 and 1,000 shares issued and outstanding,respectively |  |          | — |             |  |   | — |    |
| Additionalpaid-incapital                                                                                                                     |  |          | 424,560 |             |  |   | 424,560 |    |
| Accumulateddeficit                                                                                                                           |  |          | (52,843 | )           |  |   | (30,066 | )  |
| Totalstockholder’sequity                                                                                                               |  |          | 371,717 |             |  |   | 394,494 |    |
| Totalliabilities and stockholder’sequity                                                                                               |  | $             | 828,535 |             |  | $      | 834,695 |    |
|                                                                                                                                              |

Theaccompanying notes are an integral part of the consolidated financialstatements.

3

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AIRGATE PCS, INC.CONSOLIDATEDSTATEMENTS OF OPERATIONS(UNAUDITED)(dollars in thousands,except per shareamounts)

|                                                                                                                        |  |                                          |         |                                                               |  |                                                         |         |         |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------------------------------------|--|------------------------------------------|---------|---------------------------------------------------------------|--|---------------------------------------------------------|---------|---------|--|--------|------------|---------|--|--|
|                                                                                                                   |  | Company                                  |         | OldAirGate                                                    |
|                                                                                                                   |  | Forthe three months ended March  31,2006 |         | Forthe period from acquisition (see Note 1) to March  31,2005 |  | Forthe period from January  1,  2005 to February15,2005 |
| Revenues:                                                                                                              |  |                                     |    |                                                          |  |                                                    |    |    |  |   |       |    |
| Subscriberrevenues                                                                                                     |  | $                                        | 79,416  |                                                          |  | $                                                       | 34,949  |    |  | $      | 34,680     |    |
| Roamingand wholesalerevenues                                                                                           |  |                                     | 25,963  |                                                          |  |                                                    | 8,140   |    |  |   | 10,972     |    |
| Servicerevenues                                                                                                        |  |                                     | 105,379 |                                                          |  |                                                    | 43,089  |    |  |   | 45,652     |    |
| Productsales                                                                                                           |  |                                     | 3,607   |                                                          |  |                                                    | 1,648   |    |  |   | 3,191      |    |
| Totalrevenue                                                                                                           |  |                                     | 108,986 |                                                          |  |                                                    | 44,737  |    |  |   | 48,843     |    |
| Costsand expenses:                                                                                                     |  |                                     |    |                                                          |  |                                                    |    |    |  |   |       |    |
| Costof service and operations (excluding depreciation shown separatelybelow of $4,680, $3,526 and $7,594,respectively) |  |                                     | 61,652  |                                                          |  |                                                    | 21,361  |    |  |   | 23,782     |    |
| Costof productssold                                                                                                    |  |                                     | 8,790   |                                                          |  |                                                    | 4,428   |    |  |   | 6,528      |    |
| Sellingand marketing                                                                                                   |  |                                     | 16,174  |                                                          |  |                                                    | 8,757   |    |  |   | 9,261      |    |
| Generaland administrative expenses                                                                                     |  |                                     | 4,966   |                                                          |  |                                                    | 2,899   |    |  |   | 2,885      |    |
| Mergerrelatedexpenses                                                                                                  |  |                                     | 15,010  |                                                          |  |                                                    | — |    |  |   | 23,803     |    |
| Depreciationandamortization                                                                                            |  |                                     | 26,700  |                                                          |  |                                                    | 14,305  |    |  |   | 7,914      |    |
| Losson disposal of property andequipment                                                                               |  |                                     | 11      |                                                          |  |                                                    | — |    |  |   | 20         |    |
| Totalcosts andexpenses                                                                                                 |  |                                     | 133,303 |                                                          |  |                                                    | 51,750  |    |  |   | 74,193     |    |
| Lossfromoperations                                                                                                     |  |                                     | (24,317 | )                                                        |  |                                                    | (7,013  | )  |  |   | (25,350    | )  |
| Losson debtexchange                                                                                                    |  |                                     | (2      | )                                                        |  |                                                    | — |    |  |   | —    |    |
| Interestand otherincome                                                                                                |  |                                     | 753     |                                                          |  |                                                    | 319     |    |  |   | 346        |    |
| Interestexpense                                                                                                        |  |                                     | (6,550  | )                                                        |  |                                                    | (2,768  | )  |  |   | (4,111     | )  |
| Lossbefore income taxes                                                                                                |  |                                     | (30,116 | )                                                        |  |                                                    | (9,462  | )  |  |   | (29,115    | )  |
| Incometaxbenefit                                                                                                       |  |                                     | 7,339   |                                                          |  |                                                    | 3,645   |    |  |   | —    |    |
| Netloss                                                                                                                |  | $                                        | (22,777 | )                                                        |  | $                                                       | (5,817  | )  |  | $      | (29,115    | )  |
| Netloss per common share, basic anddiluted                                                                             |  |                                     |    |                                                          |  |                                                    |    |    |  | $      | (2.46      | )  |
| Weightedaverage common shares outstanding, basic anddiluted                                                            |  |                                     |    |                                                          |  |                                                    |    |    |  |   | 11,831,973 |    |
|                                                                                                                        |

Theaccompanying notes are an integral part of the consolidated financialstatements.

4

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AIRGATE PCS, INC.CONSOLIDATEDSTATEMENTS OF CASH FLOWS(UNAUDITED)(dollars inthousands)

|                                                                                         |  |                                          |         |                                                             |  |                                                           |          |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------|--|------------------------------------------|---------|-------------------------------------------------------------|--|-----------------------------------------------------------|----------|---------|--|--------|---------|---------|--|--|
|                                                                                    |  | Company                                  |         | OldAirGate                                                  |
|                                                                                    |  | Forthe three months ended March  31,2006 |         | Forthe period from acquisition (see Note 1) to March31,2005 |  | Forthe period from January  1,  2005 to February15,  2005 |
| Cash flows fromoperatingactivities:                                                     |  |                                     |    |                                                        |  |                                                      |     |    |  |   |    |    |
| Netloss                                                                                 |  | $                                        | (22,777 | )                                                      |  | $                                                         | (5,817   | )  |  | $      | (29,115 | )  |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |                                     |    |                                                        |  |                                                      |     |    |  |   |    |    |
| Non-cashcompensationbenefit                                                             |  |                                     | — |                                                        |  |                                                      | —  |    |  |   | (823    | )  |
| Non-cashaccretion of asset retirementobligations                                        |  |                                     | 17      |                                                        |  |                                                      | 15       |    |  |   | 56      |    |
| Provisionfor baddebts                                                                   |  |                                     | 2,142   |                                                        |  |                                                      | (54      | )  |  |   | (955    | )  |
| Depreciationand amortization of property andequipment                                   |  |                                     | 4,870   |                                                        |  |                                                      | 3,599    |    |  |   | 7,914   |    |
| Amortizationof intangibleassets                                                         |  |                                     | 21,830  |                                                        |  |                                                      | 10,707   |    |  |   | — |    |
| Amortizationof financing costs included in interestexpense                              |  |                                     | — |                                                        |  |                                                      | —  |    |  |   | 457     |    |
| Amortizationof debt premium included in interestexpense                                 |  |                                     | (798    | )                                                      |  |                                                      | (441     | )  |  |   | — |    |
| Deferredincometaxes                                                                     |  |                                     | (7,339  | )                                                      |  |                                                      | (3,645   | )  |  |   | — |    |
| Losson disposal of property andequipment                                                |  |                                     | 11      |                                                        |  |                                                      | —  |    |  |   | 20      |    |
| Netchange in short term investments classified as tradingsecurities                     |  |                                     | — |                                                        |  |                                                      | —  |    |  |   | 49,435  |    |
| (Increase)decreasein:                                                                   |  |                                     |    |                                                        |  |                                                      |     |    |  |   |    |    |
| Receivablefrom/payable toparent                                                         |  |                                     | 21,548  |                                                        |  |                                                      | 2,809    |    |  |   | — |    |
| Receivables                                                                             |  |                                     | 820     |                                                        |  |                                                      | 13,565   |    |  |   | (2,892  | )  |
| Inventory                                                                               |  |                                     | 370     |                                                        |  |                                                      | (1,235   | )  |  |   | 341     |    |
| Prepaidexpenses and otherassets                                                         |  |                                     | 2,102   |                                                        |  |                                                      | (2,560   | )  |  |   | (2,329  | )  |
| Increase(decrease)in:                                                                   |  |                                     |    |                                                        |  |                                                      |     |    |  |   |    |    |
| Accountspayable and accruedexpenses                                                     |  |                                     | 3,520   |                                                        |  |                                                      | (21,562  | )  |  |   | 8,708   |    |
| Netcash provided by (used in) operatingactivities                                       |  |                                     | 26,316  |                                                        |  |                                                      | (4,619   | )  |  |   | 30,817  |    |
| Cashflows from investingactivities:                                                     |  |                                     |    |                                                        |  |                                                      |     |    |  |   |    |    |
| Proceedsfrom sale ofassets                                                              |  |                                     | 11      |                                                        |  |                                                      | —  |    |  |   | — |    |
| Purchasesof property andequipment                                                       |  |                                     | (6,400  | )                                                      |  |                                                      | (3,599   | )  |  |   | (8,611  | )  |
| Cashrecorded in businesscombination                                                     |  |                                     | — |                                                        |  |                                                      | 36,389   |    |  |   | — |    |
| Proceedsfrom sale of short terminvestments                                              |  |                                     | 20,017  |                                                        |  |                                                      | 58       |    |  |   | — |    |
| Netcash provided by (used in) investingactivities                                       |  |                                     | 13,628  |                                                        |  |                                                      | 32,848   |    |  |   | (8,611  | )  |
| Cashflows from financingactivities:                                                     |  |                                     |    |                                                        |  |                                                      |     |    |  |   |    |    |
| Repaymentof seniornotes                                                                 |  |                                     | (180    | )                                                      |  |                                                      | —  |    |  |   | — |    |
| Debtissuancecosts                                                                       |  |                                     | — |                                                        |  |                                                      | —  |    |  |   | (1,629  | )  |
| Capitaldistribution to AlamosaHoldings                                                  |  |                                     | — |                                                        |  |                                                      | (15,000  | )  |  |   | — |    |
| Stockoptionsexercised                                                                   |  |                                     | — |                                                        |  |                                                      | —  |    |  |   | 12      |    |
| Netcash used in financingactivities                                                     |  |                                     | (180    | )                                                      |  |                                                      | (15,000  | )  |  |   | (1,617  | )  |
| Netincrease in cash and cashequivalents                                                 |  |                                     | 39,764  |                                                        |  |                                                      | 13,229   |    |  |   | 20,589  |    |
| Cashand cash equivalents at beginning ofperiod                                          |  |                                     | 14,884  |                                                        |  |                                                      | —  |    |  |   | 15,917  |    |
| Cashand cash equivalents at end ofperiod                                                |  | $                                        | 54,648  |                                                        |  | $                                                         | 13,229   |    |  | $      | 36,506  |    |
| Supplementaldisclosure of non-cash financing and investingactivities:                   |  |                                     |    |                                                        |  |                                                      |     |    |  |   |    |    |
| Capitalinfusion in businesscombination                                                  |  | $                                        | — |                                                        |  | $                                                         | 333,416  |    |  | $      | — |    |
| Fairvalue of assets recorded in businesscombination                                     |  |                                     | — |                                                        |  |                                                      | 898,283  |    |  |   | — |    |
| Fairvalue of liabilities recorded in businesscombination                                |  |                                     | — |                                                        |  |                                                      | (458,437 | )  |  |   | — |    |
| Assetretirement obligationscapitalized                                                  |  |                                     | 11      |                                                        |  |                                                      | 6        |    |  |   | — |    |
| Changein accounts payable for purchases of property andequipment                        |  |                                     | (2,284  | )                                                      |  |                                                      | 4,018    |    |  |   | — |    |
|                                                                                         |

Theaccompanying notes are an integral part of the consolidated financialstatements.

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS (UNAUDITED)(dollars in thousands, exceptasnoted)

|          |                                                                                                     |
|----------|-----------------------------------------------------------------------------------------------------|
| 1.  | BASISOF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION,ORGANIZATION AND BUSINESSOPERATIONS |

The unauditedconsolidated balance sheets at March  31,  2006 andDecember  31,  2005, the unaudited consolidated statementsof operations for the three months ended March  31,  2006and for the period from acquisition to March  31,  2005 andfor the period from January  1,  2005 to February15,  2005, the unaudited consolidated statements of cash flowsfor the three months ended March  31,  2006 and for theperiod from acquisition to March  31,  2005 and for theperiod from January  1,  2005 to February  15,2005 and related footnotes have been prepared in accordance withaccounting principles generally accepted in the United States ofAmerica for interim financial information and Article 10 of RegulationS-X. Accordingly, they do not include all of the information andfootnotes required annually by accounting principles generally acceptedin the United States of America. In the opinion of management, theinterim data includes all adjustments (consisting of only normallyrecurring adjustments) necessary for a fair statement of the resultsfor the interim periods. Operating results for the period endedMarch  31,  2006 are not necessarily indicative of resultsthat may be expected for the year ending December  31,2006.

On December  7,  2004, AirGate PCS, Inc.(‘‘Old AirGate’’) entered into an Agreementand Plan of Merger with Alamosa Holdings, Inc. (‘‘AlamosaHoldings’’) and A-Co. Merger Sub, Inc.(‘‘A-Co.’’), a direct wholly-ownedsubsidiary of Alamosa Holdings. On February  15,  2005, OldAirGate merged with and into A-Co. with A-Co. surviving the merger.Immediately after the closing of the transaction, A-Co. was renamedAirGate PCS, Inc. (‘‘AirGate’’) and remainsa wholly-owned subsidiary of Alamosa Holdings. In connection with theacquisition of Old AirGate, the purchase price was allocated to theassets and liabilities of AirGate based on fair value resulting in anew basis of accounting (see Note 3). The accompanying consolidatedfinancial statements include the accounts of AirGate and itswholly-owned restricted subsidiaries, AGW Leasing Company, Inc.,AirGate Service Company, Inc. and AirGate Network Services, LLC.AirGate is referred to in these consolidated financial statements asthe ‘‘Company,’’‘‘we,’’ ‘‘us’’or ‘‘our.’’ The accompanying consolidatedfinancial statements include the consolidated financial statements ofOld AirGate for the period from January  1,  2005 toFebruary  15,  2005. As the merger was accounted for underthe purchase method of accounting and the purchase price adjustmentswere pushed down to the acquired entity, assets and liabilities of OldAirGate were adjusted to fair value at the time of acquisition. Theconsolidated financial statements of the Company as of March31,  2006, as of December  31,  2005 and for theperiod from acquisition to March  31,  2005 include theimpact of the purchase accounting adjustments with respect to theacquisition of Old AirGate by Alamosa Holdings.

Old AirGate andits restricted subsidiaries were created for the purpose of providingwireless Personal Communication Services(‘‘PCS’’). The Company is a PCS Affiliateof Sprint Nextel Corporation (‘‘SprintNextel’’). The Company has the right to market andprovide certain wireless products and services using the Sprint brandname in a defined territory encompassing approximately 7.4million residents.

On February  1,  2006, SprintNextel completed its acquisition of Alamosa Holdings and AlamosaHoldings became a wholly-owned subsidiary of Sprint Nextel. As aresult, the Company became an indirect wholly-owned subsidiary ofSprint Nextel. The acquisition of Alamosa Holdings by Sprint Nextel wasaccounted for as an acquisition of a business using the purchase methodof accounting under SFAS No. 141, ‘‘BusinessCombinations.’’ Accordingly, the purchase price wasallocated to the assets and liabilities acquired based on fair value.The consolidated financial statements of the Company as of March31,  2006 and for the three months ended March  31,2006 do not reflect any adjustments in connection with this purchaseprice 

6

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

allocation as all such adjustments arereflected at the parent company and were not reflected in theCompany’s financial statements.

Alamosa (Delaware), Inc.(‘‘Alamosa (Delaware)’’) is a wholly-ownedsubsidiary of Alamosa Holdings and a sister company to AirGate. Alamosa(Delaware) shares certain corporate costs with AirGate in accordancewith a board approved cost sharing policy. These costs are incurred byAlamosa (Delaware) and allocated between Alamosa (Delaware) and AirGatebased on each company’s respective minutes of use on itsnetwork. Total costs allocated to AirGate by Alamosa (Delaware) in thethree months ended March  31,  2006 and 2005 were $21,951and $2,975, respectively.

These consolidated financial statementsand related footnotes have been prepared in accordance with accountingprinciples generally accepted in the United States of America. Allsignificant intercompany accounts and transactions have been eliminatedin consolidation.

|          |                                |
|----------|--------------------------------|
| 2.  | LIQUIDITY AND CAPITALRESOURCES |

Old AirGate financed its operations through debtfinancing and through proceeds generated from public offerings of OldAirGate common stock and cash provided by operations. The proceeds fromthese transactions and cash provided by operations have been used tofund the build-out of the Company’s PCS network, subscriberacquisition costs and working capital.

As of March31,  2006, the Company had $55  million in cash and cashequivalents as well as $16  million in short term investments andbelieves that this cash on hand plus the additional liquidity that itexpects to generate from operations will be sufficient to fund expectedcapital expenditures and to cover its working capital and debt servicerequirements for at least the next 12 months.

TheCompany’s future liquidity will be dependent on a number offactors influencing operating cash flows, including subscriber growth,average revenue per user, average monthly churn and cost per grossaddition. Should actual results differ significantly from assumptionsregarding these factors, the Company’s liquidity position couldbe adversely affected and it could be in a position that would requireit to raise additional capital which may or may not be available onterms acceptable to the Company, if at all, and could have a materialadverse effect on the Company's ability to achieve its intendedbusiness objectives.

|          |                         |
|----------|-------------------------|
| 3.  | MERGERS ANDACQUISITIONS |

As discussed in Note 1, Old AirGate was acquired byAlamosa Holdings on February  15,  2005. The transactionwas accounted for under the purchase method of accounting and theresults of the Company are included in the consolidated financialstatements of Alamosa Holdings from the date of acquisition.

Themerger consideration consisted of 26.1  million shares of AlamosaHoldings common stock valued at $12.66 per share, and approximately$100.0  million in cash plus direct transaction costs ofapproximately $6.4  million. The debt of Old AirGate was assumedin the transaction, which had a fair value of approximately$348.4  million as of February  15,2005.

7

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

The Company allocated the purchase pricebased on the fair value of the assets and liabilities acquired. Theresult of the allocation is asfollows:

|                                                    |  |        |         |        |  |  |
|----------------------------------------------------|--|--------|---------|--------|--|--|
| Consideration:                                     |  |   |    |   |
| AlamosaHoldings common stock issued                |  | $      | 330,848 |   |
| Commonstock warrants assumed by AlamosaHoldings    |  |   | 2,568   |   |
| Cashconsideration                                  |  |   | 100,001 |   |
| Totalconsideration                                 |  |   | 433,417 |   |
| Directtransaction costs                            |  |   | 6,429   |   |
| Long-termdebt assumed (at fairvalue)               |  |   | 348,391 |   |
| Other liabilitiesassumed (including deferredtaxes) |  |   | 110,046 |   |
| Totalpurchaseprice                                 |  |   | 898,283 |   |
| Allocatedto:                                       |  |   |    |   |
| Currentassets                                      |  |   | 130,996 |   |
| Property andequipment                              |  |   | 77,085  |   |
| Other tangible non-currentassets                   |  |   | 966     |   |
| Intangible assets (other thangoodwill)             |  |   | 425,000 |   |
| Goodwill                                           |  | $      | 264,236 |   |
|                                                    |

Asdiscussed in Note 1, when Alamosa Holdings was acquired by SprintNextel on February  1,  2006, the allocation of thatpurchase price was not reflected in the AirGate financialstatements.

As a result of the acquisition of Old AirGate byAlamosa Holdings, the Company implemented a plan to terminate certainemployees of Old AirGate as well as to close certain locations. Inconnection with this plan, the Company established reserves forseverance and related costs such as payments in connection withcancellation of employee stock options and restricted stock units aswell as reserves for future lease payments (net of estimated sub-leaseincome) associated with an operating lease on a facility that wasclosed in May  2005. Activity with respect to these reservesfollows:

|                              |  |                                          |         |                                                               |  |                                                         |         |         |  |        |         |         |  |  |
|------------------------------|--|------------------------------------------|---------|---------------------------------------------------------------|--|---------------------------------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                         |  | Company                                  |         | OldAirGate                                                    |
|                         |  | For thethree months ended March 31, 2006 |         | For theperiod from acquisition (see Note 1) to March  31,2005 |  | For the period from January  1,2005 to February 15,2005 |
| Severance and relatedcosts:  |  |                                     |    |                                                          |  |                                                    |    |    |  |   |    |    |
| Balance atbeginning ofperiod |  | $                                        | 3       |                                                          |  | $                                                       | 2,184   |    |  | $      | — |    |
| Netcharges(benefit)          |  |                                     | — |                                                          |  |                                                    | — |    |  |   | 16,778  |    |
| Payments                     |  |                                     | (3      | )                                                        |  |                                                    | (1,555  | )  |  |   | (14,594 | )  |
| Balanceat end ofperiod       |  | $                                        | — |                                                          |  | $                                                       | 629     |    |  | $      | 2,184   |    |
| Futurelease payments,net:    |  |                                     |    |                                                          |  |                                                    |    |    |  |   |    |    |
| Balance atbeginning ofperiod |  | $                                        | 1,139   |                                                          |  | $                                                       | 1,474   |    |  | $      | — |    |
| Netcharges(benefit)          |  |                                     | — |                                                          |  |                                                    | — |    |  |   | 1,474   |    |
| Payments                     |  |                                     | (112    | )                                                        |  |                                                    | — |    |  |   | — |    |
| Balanceat end ofperiod       |  | $                                        | 1,027   |                                                          |  | $                                                       | 1,474   |    |  | $      | 1,474   |    |
|                              |

8

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

4.    STOCK-BASEDCOMPENSATION

Prior to January  1,  2006, the Companyand Old AirGate elected to follow Accounting Principles Board(‘‘APB’’) Opinion No. 25,‘‘Accounting for Stock Issued toEmployees’’ and related interpretations in accounting forits employee stock options. Effective January  1,  2006,the Company adopted the provisions of SFAS No. 123(R),‘‘Share Based Payment,’’ using the modifiedprospective method which requires the Company to record compensationexpense related to stock-based compensation based on the fair value ofstock-based compensation awards. The non-cash compensation benefitincluded in Old AirGate’s consolidated statements of operationsfor the period from January  1,  2005 to February15,  2005 of $823 represents the reversal of previously recordedvariable non-cash compensation expense associated with restricted stockunit awards that were cancelled and settled in cash on February15,  2005 by Old AirGate immediately prior to the merger withAlamosa Holdings. In addition to the non-cash benefit, during theperiod from January  1,  2005 to February  15,2005, cash payments of $10,693 were made to holders of employee stockoptions and restricted stock units as a result of the cancellation ofthose stock-based compensation awards in connection with theacquisition of Old AirGate by Alamosa Holdings. No stock-basedcompensation expense was recorded in the three months endedMarch  31,  2006 or in the period from acquisition toMarch  31,  2005. The following table illustrates theeffect on Old AirGate net loss and Old AirGate net loss per share ifOld AirGate had applied the fair value recognition provisions of SFASNo. 123, ‘‘Accounting for Stock-BasedCompensation,’’ to stock-based employeecompensation:

|                                                                                                                              |  |                                                        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------------------|---------|---------|--|--|
|                                                                                                                         |  | Forthe period from January 1, 2005 to February 15,2005 |
| Net loss – asreported                                                                                                  |  | $                                                      | (29,115 | )  |
| Add: stock-based employeecompensation included in reported net loss, net of relatedtax                                       |  |                                                   | 9,870   |    |
| Deduct: stock-based employeecompensation expense determined under fair value method for all awards,net of related taxeffects |  |                                                   | (3,644  | )  |
| Netloss – proforma                                                                                                     |  | $                                                      | (22,889 | )  |
| Netloss per share – as reported Basic anddiluted                                                                       |  | $                                                      | (2.46   | )  |
| Netloss per share – pro forma Basic anddiluted                                                                         |  | $                                                      | (1.93   | )  |
|                                                                                                                              |

Alloutstanding Old AirGate stock options were cancelled in connection withclosing of the acquisition by Alamosa Holdings on February15,  2005. Options that had exercise prices below the marketprice of Old AirGate common stock at that date were settled in cash.The compensation expense associated with this payout of approximately$6.9  million is included in merger related expenses in theperiod from January  1,  2005 to February  15,2005. Additionally, all outstanding Old AirGate restricted stock unitswere cancelled on February  15,  2005 and the fair marketvalue of such units was settled in cash at that time. The compensationexpense associated with this payout of approximately $3.8million is included in merger related expenses in the period fromJanuary  1,  2005 to February  15,  2005. Therestricted stock units had been accounted for as variable awards underAPB Opinion No. 25 and compensation expense had been recorded as anadjustment to equity. As the units were terminated without shares beingissued, the cumulative compensation recorded up to the settlement dateas an adjustment to 

9

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

equity was reversed and a non-cashcompensation benefit of $823 was recorded in the period fromJanuary  1,  2005 to February  15,  2005. As aresult of the above cancellations, the Company had no outstandingstock-based compensation awards as of March  31,  2006 orDecember  31,  2005.

5.    ACCOUNTSRECEIVABLE

Customer accountsreceivable — Customer accounts receivablerepresent amounts owed to the Company by subscribers for PCS service.Customer accounts receivable do not bear interest.

The amountspresented in the consolidated balance sheets are net of an allowancefor uncollectible accounts of $3,497 and $3,297 at March31,  2006 and December  31,  2005, respectively.Estimates are used in determining the allowance for uncollectibleaccounts and are based on historical collection experience, currenttrends, credit policy, a percentage of accounts receivable by agingcategory and expectations of future bad debts based on currentcollection activities. In determining the allowance, the Companyconsiders historical write-offs of its receivables as well ashistorical changes in its credit policies. The Company also takes intoconsideration current trends in the credit quality of its customerbase.

Receivable from SprintNextel — Receivable from Sprint Nextel in theaccompanying consolidated balance sheets consists of thefollowing:

|                                    |
|------------------------------------|
|                                    |  |  |  |  |  |  |  |  |  |  |
|                               |  | March31, 2006 |  | December 31, 2005 |
| Net roamingreceivable              |  | $ | 2,666 |   |  | $ | 1,649 |   |
| Accruedservice revenue             |  |   | 3,213 |   |  |   | 2,391 |   |
| Otheramounts due from SprintNextel |  |   | 683 |   |  |   | 400 |   |
|                               |  | $ | 6,562 |   |  | $ | 4,440 |   |
|                                    |

Netroaming receivable includes net travel revenue due from Sprint Nextelrelative to PCS subscribers based outside of the Company’slicensed territory who utilize the Company’s PCS network. Thenet roaming receivable is net of amounts owed to Sprint Nextel relativeto the Company’s subscribers who utilize the PCS network ofSprint Nextel outside of the Company’s licensed territory. Thereceivable is recorded net due to a right of offset with respect to thereceivable from/payable to Sprint Nextel with respect to travel and thefact that the activity has historically been settled on a net basis bySprint Nextel. In addition, net roaming receivable also includesamounts due from Sprint Nextel that have been collected from other PCSproviders and wholesale customers for their customers’ usage ofthe Company’s PCS network.

Accrued service revenuerepresents the Company’s estimate of airtime usage and othercharges that have been earned but not billed at the end of theperiod.

Other amounts due from Sprint Nextel at March31,  2006 and December  31,  2005 primarily consistof universal service fund recoveries and interconnect revenuereceivable.

|          |                       |
|----------|-----------------------|
| 6.  | PROPERTY ANDEQUIPMENT |

Property and equipment are stated net of accumulateddepreciation and amortization of $23.7  million and $18.8million at March  31,  2006 and December  31,2005, respectively.

|          |                             |
|----------|-----------------------------|
| 7.  | ASSET RETIREMENTOBLIGATIONS |

For the Company’s leased telecommunicationsfacilities, primarily consisting of cell sites and switch siteoperating leases and operating leases for retail and office space, theCompany has adopted the provisions of SFAS No. 143,‘‘Accounting for Asset RetirementObligations.’’ The 

10

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

obligations associated with theCompany’s operating leases primarily relate to the restorationof the leased sites to specified conditions described in the respectivelease agreements. For purposes of determining the amounts recorded asasset retirement obligations associated with the respective leases, theCompany has estimated by type of lease the costs to be incurred uponthe termination of the lease for restoration costs or legal obligationsat the site, as adjusted for expected inflation. These costs have beendiscounted back to the origination of the lease using an appropriatediscount rate to determine the amount of obligation to be recorded uponthe inception of the lease. The liability is accreted up to theexpected settlement amount over the life of the lease using theeffective interest rate method. A corresponding asset is recorded atthe inception of the lease in the same amount as the asset retirementobligation. This asset is depreciated using the same method and life ofsimilar network assets or leasehold improvements.

The followingtable illustrates the activity with respect to asset retirementobligations for the three months ended March  31,  2006,for the period from acquisition to March  31,  2005 and forthe period from January  1,  2005 to February15,2005:

|                                             |
|---------------------------------------------|
|                                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                        |  | Company |  | OldAirGate |
|                                        |  | For thethree months ended March  31,2006 |  | For the period from acquisition (see Note1) to March  31,  2005 |  | For theperiod from January  1,  2005 to February15,  2005 |
| Balance at beginning ofperiod               |  | $ | 754 |   |  | $ | 575 |   |  | $ | 520 |   |
| Initialobligation recorded during theperiod |  |   | 11 |   |  |   | 6 |   |  |   | — |   |
| Accretionof obligation during theperiod     |  |   | 17 |   |  |   | 15 |   |  |   | 13 |   |
| Impact ofrevision inestimates               |  |   | — |   |  |   | — |   |  |   | 42 |   |
| Balanceat end ofperiod                      |  | $ | 782 |   |  | $ | 596 |   |  | $ | 575 |   |
|                                             |

8.    GOODWILLAND INTANGIBLE ASSETS

In connection with the acquisition ofAirGate by Alamosa Holdings discussed in Note 3, the Company allocatedportions of the purchase price to identifiable intangible assetsconsisting of (i) the value of the Sprint Nextel agreements in place atOld AirGate and (ii) the value of the subscriber base in place at OldAirGate. In addition to the identifiable intangibles, goodwill has beenrecorded in the amount by which the purchase price exceeded the fairvalue of the net assets acquired, including identifiedintangibles.

The Company allocated $215,000 of the purchase priceto the value of the subscriber base in place at Old AirGate at the timeof acquisition and allocated $210,000 to the value of the Sprint Nextelagreements in place at Old AirGate at the time of acquisition. Thesubscriber base intangible will be amortized over the estimated life ofthe subscribers acquired, or approximately 3 years, and the intangibleasset associated with the Sprint Nextel agreements in place will beamortized over the remaining original term of the Sprint Nextelagreements assumed in the acquisition, or approximately 13years.

The Company accounts for goodwill and intangible assets inaccordance with the provisions of SFAS No. 142,‘‘Goodwill and Other Intangible Assets.’’The provisions of SFAS No. 142 (i) prohibit the amortization ofgoodwill and indefinite-lived intangible assets, (ii) require thatgoodwill and indefinite-lived intangible assets be tested annually forimpairment (and in interim periods if certain events occur indicatingthat the carrying value may be impaired), and (iii) require thatreporting units be identified for the purpose of assessing potentialfuture impairments of goodwill. The annual testing of goodwill forimpairment was completed as of February  1,  2006 and noimpairment was indicated.

11

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

Goodwill and intangible assets consistof:

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |  |  |  |
|                    |  | March31, 2006 |  | December 31,2005 |
| Goodwill                |  | $ | 264,236 |   |  | $ | 264,236 |   |
| Intangibleassets:       |  |   |   |   |  |   |   |   |
| Sprint Nextelagreements |  | $ | 210,000 |   |  | $ | 210,000 |   |
| Accumulatedamortization |  |   | (17,609 | )  |  |   | (13,696 | )  |
| Subtotal                |  |   | 192,391 |   |  |   | 196,304 |   |
| Subscriberbaseacquired  |  |   | 215,000 |   |  |   | 215,000 |   |
| Accumulatedamortization |  |   | (80,625 | )  |  |   | (62,708 | )  |
| Subtotal                |  |   | 134,375 |   |  |   | 152,292 |   |
| Intangibleassets,net    |  | $ | 326,766 |   |  | $ | 348,596 |   |
|                         |

Amortizationexpense related to intangible assets was $21,830 and $10,707 for thethree months ended March  31,  2006 and for the period fromacquisition to March  31,  2005, respectively.

|          |                |
|----------|----------------|
| 9.  | LONG-TERM DEBT |

Long-term debtconsists of thefollowing:

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |
|                                       |  | March31, 2006 |  | December 31,2005 |
| 9 3/8% SeniorNotes                         |  | $ | 165,665 |   |  | $ | 166,446 |   |
| FloatingRateNotes                          |  |   | 178,760 |   |  |   | 178,957 |   |
| TotalDebt                                  |  |   | 344,425 |   |  |   | 345,403 |   |
| Lesscurrentmaturities                      |  |   | — |   |  |   | — |   |
| Longterm debt, excluding currentmaturities |  | $ | 344,425 |   |  | $ | 345,403 |   |
|                                            |

SENIORNOTES

9 3/8% Senior Notes— The 9 3/8% Senior Notes wereoriginally issued in February  2004 by Old AirGate, have a facevalue of $159,035, mature September  1,  2009 and carry acoupon rate of 9 3/8%, payable semiannually onJanuary  1 and July  1. The 9 3/8%Senior Notes are secured by a second priority lien on the assets ofAirGate. The 9 3/8% Senior Notes were recordedat a fair value of $168,676 in the purchase price allocation asdiscussed in Note 3. The premium to face amount will be amortized overthe remaining life of the notes as an adjustment to the effectiveinterest rate.

Floating Rate Notes — The FloatingRate Notes were originally issued in October  2004 by OldAirGate, have a face value of $175,000, mature October15,  2011 and bear interest at LIBOR plus 3.75%, payablequarterly on January  15, April  15, July  15 andOctober  15. The Floating Rate Notes are secured by a firstpriority lien on the assets of AirGate. The Floating Rate Notes wererecorded at a fair value of $179,715 in the purchase price allocationas discussed in Note 3. The premium to face amount will be amortizedover the remaining life of the notes as an adjustment to the effectiveinterest rate.

On January  11,  2005, Old AirGatebegan soliciting consents from holders of the outstanding9 3/8% Senior Notes and Floating Rate Notes toamend certain provisions of indentures governing the respective notes.On January  25,  2005, the expiration date of the consentsolicitation, Old AirGate received the necessary consents to amend therespective indentures and paid a consent fee of 0.25% of theprincipal amount of the notes to the noteholders.

12

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

The acquisition of Alamosa Holdings bySprint Nextel on February  1,  2006 was considered a changein control as defined in the indentures governing the Company’ssenior notes. Accordingly, the Company offered to purchase the seniornotes at 101 percent of the respective face amounts. The offer closedon March  16,  2006, at which time $180 of the9 3/8% Senior Notes had been validlytendered.

|           |                           |
|-----------|---------------------------|
| 10.  | STOCKHOLDERS’EQUITY |

As discussed in Note 1, the acquisition of Old AirGate byAlamosa Holdings was completed on February  15,  2005.Stockholders of Old AirGate received approximately 26.1  millionshares of Alamosa Holdings common stock and approximately $100million in cash consideration. As a result, Old AirGatestockholders’ deficit of $124,358 was eliminated onFebruary  15,  2005. In connection with the purchase priceallocation discussed in Note 3, the Company recorded contributedcapital consisting of $330,848 in value of Alamosa Holdings commonstock issued, $100,001 cash consideration plus $6,429 in directtransaction costs incurred by Alamosa Holdings and $2,568 in value ofcommon stock purchase warrants assumed by Alamosa Holdings. The totalcontributed capital of $439,560 was reduced by $15,000 in cashdistributions from the Company to Alamosa Holdings.

Old AirGatehad three sets of common stock purchase warrants outstanding prior tothe acquisition by Alamosa Holdings.

AirGate Warrants— The AirGate Warrants were originally issued by Old AirGatein connection with an offering of Old AirGate notes in 1999. As ofFebruary  15,  2005, 8,620 AirGate Warrants wereoutstanding. Each warrant entitled the holder to receive 0.9482 sharesof Alamosa Holdings common stock and $3.64 in cash at an exercise priceof $0.02 per share and expired on October  1,  2009. Due tothe fact that these warrants required settlement with registered sharesof Alamosa Holdings common stock, these warrants were reflected as aliability in the consolidated balance sheet of Alamosa Holdings at fairmarket value. These warrants were cancelled in connection with theacquisition of Alamosa Holdings by Sprint Nextel on February1,  2006.

iPCS Note Warrants — The iPCS NoteWarrants were originally issued by iPCS, Inc.(‘‘iPCS’’) in 2000 and assumed by OldAirGate upon its acquisition of iPCS in 2001. As of February15,  2005, 300,000 iPCS Note Warrants were outstanding. Eachwarrant entitled the holder to receive 0.6996 shares of AlamosaHoldings common stock at an exercise price of $74.34 per share andexpired on July  15,  2011. Due to the fact that thesewarrants required settlement with registered shares of Alamosa Holdingscommon stock, these warrants are reflected as a liability in theconsolidated balance sheet of Alamosa Holdings at fair market value.These warrants were cancelled in connection with the acquisition ofAlamosa Holdings by Sprint Nextel on February  1,2006.

iPCS Sprint Warrant — The iPCS SprintWarrant was originally issued by iPCS in 2000 and assumed by OldAirGate upon Old AirGate’s acquisition of iPCS in 2001. As ofFebruary  15,  2005, the iPCS Sprint Warrant to purchase81,050 shares of Alamosa Holdings common stock at an exercise price of$66.52 per share was outstanding. This warrant expired on July15,  2007 and was not reflected as a liability in theconsolidated balance sheet of Alamosa Holdings. This warrant wascancelled in connection with the acquisition of Alamosa Holdings bySprint Nextel on February  1,2006.

13

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

|           |             |
|-----------|-------------|
| 11.  | INCOMETAXES |

The Company’s effective income tax rate is based onstatutory tax rates, tax planning opportunities, expected futuretaxable income, and expected reversals of taxable temporarydifferences. The forecasted annual rate is then applied to theCompany’s quarterly operating results. The Company establishes avaluation allowance for deferred tax assets when it is more likely thannot that the deferred tax assets will not be realized. Due to a limitedoperating history and lack of positive taxable earnings, a valuationallowance was established by Old AirGate as deferred tax assets wereexpected to exceed deferred tax liabilities. The establishment of thisvaluation allowance resulted in an effective tax rate of zero for theperiod from January  1,  2005 to February  15,2005. Due to the difference in basis for book and tax purposes afterthe purchase price allocation discussed in Note 3, the Companyestablished a net deferred tax liability in connection with the merger.The reversal of the timing differences which give rise to this deferredtax liability will allow the Company to realize the benefit of certaindeferred tax assets such that the valuation allowance was reduced. Theeffective tax rate for the period from acquisition to March31,  2005 was 38.5 percent. The difference between the statutoryrate of 35 percent and the projected rate was primarily due to stateincome taxes. The effective tax rate for the three months endedMarch  31,  2006 is 24.4 percent. The difference betweenthe statutory rate of 35 percent and the projected rate is primarilydue to an expected increase in the valuation allowance in the yearending December 31, 2006, resulting from the expected creation ofadditional net operating losses which would give rise to a deferred taxasset for which it is more likely than not that such asset would not berealized.

The income tax amounts reflected in the consolidatedfinancial statements of the Company as of March  31,  2006and for the three months ended March  31,  2006 are basedon separate company income tax filing methodology. These statements donot reflect the adjustments resulting from being included in SprintNextel’s consolidated federal and certain combined state incometax returns subsequent to Alamosa Holdings’ acquisition bySprint Nextel on February  1,2006.

|           |                          |
|-----------|--------------------------|
| 12.  | SPRINT NEXTEL AGREEMENTS |

Inaccordance with the Company’s agreements with Sprint Nextel,Sprint Nextel provides the Company various services including billing,customer care, collections and inventory logistics. In addition, SprintNextel bills the Company for various pass-through items such ascommissions and rebates to national retail merchants, handset subsidieson handsets activated in the Company’s territory but not sold bythe Company and long distance charges.

The Company pays acombined service bureau fee for back office services such as billingand customer care. The combined service bureau fee is set at $7.00 peraverage subscriber per month through December  31,  2006and is recorded in cost of service and operations in the consolidatedstatement of operations. The Company also pays a per-activation fee formarketing services, such as subscriber activation and handsetlogistics. The per-activation fee is $23.00 per activation and isapplied to the actual number of gross subscriber activations theCompany experiences on a monthly basis through December31,  2006. The per-activation fee is recorded in selling andmarketing expenses in the consolidated statement of operations.

The Company receives its portion of billed revenue (net of an8% fee) less actual written off accounts in the month subsequentto billing regardless of when Sprint Nextel collects the cash from thesubscriber.

14

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

Expenses reflected in the consolidatedstatements of operations related to the Sprint Nextel agreementsare:

|                                     |  |                                          |        |                                                                 |  |                                                           |        |        |  |        |        |        |  |  |
|-------------------------------------|--|------------------------------------------|--------|-----------------------------------------------------------------|--|-----------------------------------------------------------|--------|--------|--|--------|--------|--------|--|--|
|                                |  | Company                                  |        | OldAirGate                                                      |
|                                |  | For thethree months ended March  31,2006 |        | For the period from acquisition (see Note1) to March  31,  2005 |  | For theperiod from January  1,  2005 to February15,  2005 |
| Cost of service and otheroperations |  | $                                        | 45,158 |                                                            |  | $                                                         | 14,897 |   |  | $      | 17,122 |   |
| Costof productssold                 |  |                                     | 8,790  |                                                            |  |                                                      | 4,428  |   |  |   | 6,528  |   |
| Sellingandmarketing                 |  |                                     | 5,669  |                                                            |  |                                                      | 3,661  |   |  |   | 3,269  |   |
| Total                               |  | $                                        | 59,617 |                                                            |  | $                                                         | 22,986 |   |  | $      | 26,919 |   |
|                                     |

|           |                              |
|-----------|------------------------------|
| 13.  | COMMITMENTSAND CONTINGENCIES |

Litigation — In May2002, putative class action complaints were filed in the United StatesDistrict Court for the Northern District of Georgia against (a) OldAirGate, Thomas M.  Dougherty,  Barbara  L.Blackford, and Alan B. Catherall (the ‘‘AirGateDefendants’’), and (b) Credit Suisse First Boston, LehmanBrothers, UBS Warburg LLC, William Blair & Company, Thomas WieselPartners LLC and TD Securities (the ‘‘UnderwriterDefendants’’).  The complaints alleged that theprospectus used in connection with the secondary offering of AirGatestock by certain former stockholders of iPCS, a former subsidiary ofAirGate, on December  18,  2001 contained materially falseand misleading statements and omitted material information necessary tomake the statements in the prospectus not false and misleading. Afterinitially denying motions for appointment of lead plaintiffs and leadplaintiffs’ counsel, the Court granted a modified renewed motionfor appointment of lead plaintiffs and lead plaintiffs’ counselon August  17,  2004.  Pursuant to a consentscheduling order, lead plaintiffs filed a consolidated amended classaction complaint on October  15,  2004, naming the samedefendants (the ‘‘ConsolidatedComplaint’’).

The Consolidated Complaint assertsclaims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933based on a number of purported false or misleading statements in theprospectus. Plaintiffs’ claims are premised onallegations, among others, that (i) AirGate’s business plan wasnot ‘‘fully funded,’’ contrary to what wasasserted in the prospectus; (ii) disclosures in the prospectusregarding the churn rate experienced by AirGate were untrue and/ormisleading; (iii) AirGate did not have strong future revenue and profitgrowth prospects based on its rapid customer growth, contrary to whatwas allegedly asserted in the prospectus; (iv) AirGate’sallowance for doubtful accounts was understated in its fiscal 2001financial statements, and hence AirGate understated its net losses for2001, and the prospectus incorrectly stated that AirGate’sfinancial statements complied with generally accepted accountingprinciples; (v) iPCS’s network build-out was not nearlycomplete, contrary to what was allegedly asserted in the prospectus;and (vi) the iPCS merger did not significantly enhance shareholdervalue, contrary to alleged assertions in the prospectus.

OnDecember  30,  2004, the AirGate Defendants and theUnderwriter Defendants filed motions to dismiss the ConsolidatedComplaint. On September  30,  2005, the Court issued anopinion and order (the ‘‘Order’’) ruling onthese motions. The Order (a) dismissed plaintiffs' claims underSection 12(a)(2) of the Securities Act, and (b) also dismissed theremaining Section 11 and Section 15 claims as to five of the sixalleged misstatements asserted in the Consolidated Complaint, whiledeclining to dismiss the claims related to allegation (v) above,concerning the iPCS network build-out.

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

The Order permitted plaintiffs to file afurther amended complaint, which plaintiffs did on October19,  2005 (the ‘‘Second AmendedComplaint’’). The Second Amended Complaint repeats theallegations of the Consolidated Complaint, and adds certain additionalallegations regarding the Underwriter Defendants and regardingplaintiffs’ ‘‘allowance for doubtfulaccounts’’ claim. On November  18,  2005, theAirGate Defendants and the Underwriter Defendants filed motions todismiss the Second Amended Complaint. On February  28,2006, the court ruled on these motions in an opinion and order thateffectively reaffirmed the prior Order, holding that plaintiffs’case could proceed only as to claims under Sections 11 and 15 and onlyas to the network build-out claim.

The Company believes thatAirGate and the other defendants have meritorious defenses to thesingle claim asserted in the Second Amended Complaint that remains atissue and to any additional claims that might be asserted in anysubsequent amended complaint, and the Company intends to defend theaction vigorously. However, the ultimate outcome of the litigation isnot currently predictable, there can be no assurance that thelitigation will be resolved in our favor, and an adverse outcome couldadversely affect our financial condition. We maintain insurancecoverage which could mitigate our exposure to loss in the event of anadverse outcome.

The Company is involved in various claims andlegal actions arising in the ordinary course of business. The ultimatedisposition of these matters is not expected to have a material adverseimpact on the Company’s financial position, results ofoperations or liquidity.

|           |                                |
|-----------|--------------------------------|
| 14.  | PRO FORMAFINANCIAL INFORMATION |

The unaudited pro forma condensedconsolidated statements of operations for the period fromJanuary  1,  2005 to February  15,  2005 setforth below present the results of operations as if the acquisition ofOld AirGate by Alamosa Holdings had occurred at the beginning of theperiod and is not necessarily indicative of future results or actualresults that would have been achieved had this acquisition occurred asof the beginning of theperiod.

|                                            |  |                                                      |         |         |  |  |
|--------------------------------------------|--|------------------------------------------------------|---------|---------|--|--|
|                                       |  | Forthe period fromJanuary 1, 2005 toFebruary 15,2005 |
| Totalrevenues                              |  | $                                                    | 48,553  |    |
| Lossbefore income taxes                    |  |                                                 | (11,036 | )  |
| Incometaxes                                |  |                                                 | — |    |
| Netloss                                    |  | $                                                    | (11,036 | )  |
| Net lossper common share, basic anddiluted |  | $                                                    | (0.93   | )  |
|                                            |

Adjustmentsto revenue relate to the elimination of roaming revenue earned byAirGate from Alamosa (Delaware) subscribers. Adjustments to the lossbefore income taxes include (i) the elimination of merger relatedexpenses incurred in the period, (ii) additional amortization ofintangible assets recorded in purchase accounting and (iii) a reductionof depreciation expense related to the revaluing of property andequipment in purchase accounting.

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AIRGATEPCS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands, exceptasnoted)

|           |                                                     |
|-----------|-----------------------------------------------------|
| 15.  | EFFECTS OFRECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |

In December2004, the Financial Accounting Standards Board(‘‘FASB’’) issued SFAS No. 123(R),‘‘Share-Based Payment,’’ which is arevision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No.123(R) requires all share-based payments to employees, including grantsof employee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the applicable vesting period. Pro formadisclosures of the income statement effects of share-based payments isno longer an alternative. SFAS No. 123(R) is effective for allstock-based awards granted on or after July  1,  2005. Inaddition, companies must also recognize compensation expense related toany awards that are not fully vested as of July  1,  2005.Compensation expense for the unvested awards will be measured based onthe fair value of the awards previously calculated in developing thepro forma disclosures in accordance with the provisions of SFAS No.123. On April  14,  2005, the SEC announced the adoption ofa new rule that amended the compliance dates for SFAS No. 123(R). Thenew rule allowed registrants to implement SFAS No. 123(R) at thebeginning of their next fiscal year that begins after June15,  2005. As a result, the Company adopted the provisions ofSFAS No. 123(R) on January  1,  2006. The adoption of theprovisions of SFAS No. 123(R) did not have a material impact to theCompany.

In June  2005, the FASB issued SFAS No. 154,‘‘Accounting Changes and Error Corrections a replacementof APB Opinion No. 20 and FASB Statement No. 3.’’ ThisStatement changes the requirements for the accounting for and reportingof a change in accounting principle. This Statement applies tovoluntary changes as well as those changes required by an accountingpronouncement if that pronouncement does not include specifictransition provisions. This Statement requires retrospectiveapplication to prior periods’ financial statements of changes inaccounting principle as opposed to being shown as a cumulativeadjustment in the period of change. The Statement is effective for allchanges and corrections of errors made in fiscal years beginning afterDecember  15,  2005. The adoption of this standard did notmaterially impact the Company.

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|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| ITEM2.  | MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS |

Forward-LookingStatements

This quarterly report on Form 10-Q includes‘‘forward-looking statements’’ within themeaning of Section 27A of the Securities Act of 1933, as amended (the‘‘Securities Act’’), and Section 21E of theSecurities Exchange Act of 1934, as amended (the‘‘Exchange Act’’), which can be identifiedby 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 orother variations thereon or comparable terminology. All statementsother than statements of historical fact included in this quarterlyreport on Form 10-Q regarding our financial position and liquidity maybe deemed to be forward-looking statements. These forward-lookingstatements include:

|              |                                                |
|--------------|------------------------------------------------|
| •  | forecasts ofpopulation growth in ourterritory; |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | statements regarding ouranticipated revenues, expense levels, liquidity, capital resources andoperating losses; and |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | statementsregarding expectations or projections about markets in ourterritories. |

Although we believe that the expectations reflectedin these forward-looking statements are reasonable, we can give noassurance 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 actualresults to differ materially from our expectations are furtherdisclosed in our annual report on Form 10-K for the year endedDecember  31,  2005 under the sections ‘‘Item1. Business,’’ ‘‘Item 1A. RiskFactors’’ and ‘‘Item 7. Management’sDiscussion and Analysis of Financial Condition and Results ofOperation.’’ Important factors that could cause actualresults to differ materially from those in the forward-lookingstatements include, but are not limitedto:

|              |                                 |
|--------------|---------------------------------|
| •  | our dependence on SprintNextel; |

|              |                                                                                                                                                                |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | modifications or amendmentsto the terms of our agreements with Sprint PCS, including terms relatedto fees paid or charged to us and other programrequirements; |

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | potential fluctuationsin our operating results; |

|              |                                                                                        |
|--------------|----------------------------------------------------------------------------------------|
| •  | ourability to predict future subscriber growth, as well as other keyoperating metrics; |

|              |                                   |
|--------------|-----------------------------------|
| •  | changes oradvances in technology; |

|              |                                                               |
|--------------|---------------------------------------------------------------|
| •  | the abilityto leverage third generation products andservices; |

|              |                           |
|--------------|---------------------------|
| •  | subscriber creditquality; |

|              |                                           |
|--------------|-------------------------------------------|
| •  | our potential need foradditional capital; |

|              |                                                                         |
|--------------|-------------------------------------------------------------------------|
| •  | our inability topredict the outcomes of potentially materiallitigation; |

|              |                                          |
|--------------|------------------------------------------|
| •  | general economic andbusiness conditions; |

|              |                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | effects ofmergers and consolidations within the telecommunications industry andunexpected announcements or developments from others in thetelecommunications industry; |

|              |                                                                                                                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | theeffects of vigorous competition and the overall demand for our serviceofferings in the markets in which we operate and the impact of new,emerging and competing technologies on ourbusiness; |

|              |                                                                                             |
|--------------|---------------------------------------------------------------------------------------------|
| •  | the costs and businessrisks associated with providing new services and entering newmarkets; |

|              |                                                                                                       |
|--------------|-------------------------------------------------------------------------------------------------------|
| •  | the impact of potentialadverse change in the ratings afforded our debt securities by ratingsagencies; |

|              |                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------|
| •  | equipment failure, naturaldisasters, terrorist acts, or other breaches of network or informationtechnology security; |

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|              |                                                                                                                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | one or more ofthe markets in which we compete being impacted by changes in politicalor other factors such as monetary policy, legal and regulatory changesor other external factors over which we have no control;and |

|              |                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | other risks referenced in thisquarterly report on Form 10-Q and from time to time in other filings ofours with the Securities and Exchange Commission(‘‘SEC’’). |

All subsequent written andoral forward-looking statements attributable to us or persons acting onour behalf are expressly qualified in their entirety by the cautionarystatements set forth above.

Definitions of OperatingMetrics

We discuss the following operating metrics relating toour business in this ‘‘Management’s Discussion andAnalysis of Financial Condition and Results ofOperation’’section:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | ARPU, or average monthlyrevenue per user, is a measure used to determine the average monthlysubscriber revenue earned for subscribers based in our territory. Thismeasure is calculated by dividing subscriber revenues in ourconsolidated statement of operations by our average daily subscribersduring the period divided by the number of months in the period. BaseARPU is average monthly revenue per user excluding roaming andwholesale revenue. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Average monthlychurn is used to measure the rate at which subscribers based in ourterritory deactivate service on a voluntary or involuntary basis. Wecalculate average monthly churn based on the number of subscribersdeactivated during the period (net of transfers out of our service areaand those who deactivated within 30 days of activation) as a percentageof our average daily subscriber base during the period divided by thenumber of months during theperiod. |

|              |                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Licensed POPs represent thenumber of residents (usually expressed in millions) in the territory inwhich we have the right to provide wireless mobility communicationsservices under the Sprint brand name. The number of residents locatedin our territory does not represent the number of wireless subscribersthat we serve or expect to serve in ourterritory. |

|              |                                                                                                                                                                                                                                                                                 |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Covered POPs represent thenumber of residents (usually expressed in millions) covered by the PCSnetwork in our territory. The number of residents covered by ournetwork does not represent the number of wireless subscribers that weserve or expect to serve in our territory. |

General

OnDecember  7,  2004, AirGate PCS, Inc. (‘‘OldAirGate’’) entered into an Agreement and Plan of Mergerwith Alamosa Holdings, Inc. (‘‘AlamosaHoldings’’) and A-Co. Merger Sub, Inc.(‘‘A-Co.’’), a direct wholly-ownedsubsidiary of Alamosa Holdings. Pursuant to the merger agreement, OldAirGate merged with and into A-Co. on February  15,  2005with A-Co. surviving the merger. Immediately after the closing of thetransaction, A-Co. was renamed AirGate PCS, Inc.(‘‘AirGate’’) and remains a wholly-ownedsubsidiary of Alamosa Holdings. In connection with the acquisition ofOld AirGate, the purchase price was allocated to the assets andliabilities of AirGate based on fair value resulting in a new basis ofaccounting.

As a PCS Affiliate of Sprint Nextel, we have theright to provide certain wireless mobility communications servicesunder the Sprint brand name in our licensed territory. We own and areresponsible for building, operating and managing the PCS networklocated in our territory. We offer national plans designed by SprintNextel as well as local plans tailored to our market demographics. OurPCS network is designed to offer a seamless connection with the100% digital PCS nationwide wireless network of Sprint Nextel.We market Sprint branded wireless products and services through anumber of distribution outlets located in our territory, including ourown retail stores, major national distributors and local third partydistributors. At March  31,  2006, we had total licensedPOPs of over 7.4  million, covered POPs of approximately6.5  million and total subscribers of approximately466,000.

We recognize revenues from our subscribers for theprovision of wireless telecommunications services, proceeds from thesales of handsets and accessories through channels controlled by us and

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fees from Sprint Nextel and other wirelessservice providers and resellers when their customers roam onto our PCSnetwork. Sprint Nextel retains 8% of all service revenuecollected from our subscribers (not including products sales androaming charges billed to our subscribers) and all fees collected fromother wireless service providers and resellers when their customers useour PCS network. We report the amount retained by Sprint Nextel as anoperating expense. In addition, Sprint Nextel bills our subscribers fortaxes, handset insurance, equipment and Universal Service Fund chargesand other surcharges which we do not record. Sprint Nextel collectsthese amounts from the subscribers and remits them to the appropriateentity.

As part of our agreements with Sprint Nextel, we havecontracted with Sprint Nextel to provide back office services such ascustomer activation, handset logistics, billing, customer care andnetwork monitoring services. We initially elected to delegate theperformance of these services to Sprint Nextel to take advantage oftheir economies of scale, to accelerate our build-out and marketlaunches and to lower our initial capital requirements. The cost forthese services is primarily on a per-subscriber or per-transactionbasis and is recorded as an operating expense.

We are awholly-owned subsidiary of Alamosa Holdings and an indirectwholly-owned subsidiary of Sprint Nextel. Alamosa (Delaware) is oursister company and is also a wholly-owned subsidiary of AlamosaHoldings. Alamosa (Delaware) incurs certain shared costs such ascorporate finance, accounting and other overhead costs which areallocated to us based on relative minutes of use on our PCSnetwork.

Alamosa Holdings, our parent corporation, is awholly-owned subsidiary of Sprint Nextel. Subject to our obligationsunder the indentures under which our senior notes were issued, SprintNextel may cause us to amend, modify or terminate any or all of theagreements between us and other subsidiaries of Sprint Nextel. We urgeyou to read these agreements because they define our rights andobligations, and those of the other subsidiaries.

CriticalAccounting Policies

The fundamental objective of financialreporting is to provide useful information that allows a reader tocomprehend the business activities of an entity. To aid in thatunderstanding, we have identified our ‘‘criticalaccounting policies.’’ These policies have the potentialto have a more significant impact on our consolidated financialstatements, either because of the significance of the financialstatement item to which they relate or because they require judgmentand estimation due to the uncertainty involved in measuring, at aspecific point in time, events which are continuous innature.

Accounting for business combinations — Theacquisition of Old AirGate by Alamosa Holdings on February15,  2005 has been accounted for as a business combination inaccordance with the provisions of SFAS No. 141,‘‘Business Combinations.’’ Significantassumptions used in connection with allocating the purchase price toidentifiable tangible and intangible assets and liabilities as well asunidentifiable goodwill include (i) the value of Alamosa Holdingscommon stock issued in the transaction, (ii) the value of identifiableintangible assets including value assigned to acquired subscribers andvalue assigned to the Sprint Nextel agreements assumed, (iii) the valueof property and equipment acquired, (iv) the value of long term debtassumed and (v) deferred income tax assets and liabilities attributableto the assets and liabilities acquired. The operations of the acquiredcompany are included in the consolidated results of operations ofAlamosa Holdings from the date of acquisition.

The acquisition ofAlamosa Holdings by Sprint Nextel on February  1,  2006 hasbeen accounted for as a business combination as well. The allocation ofthe purchase price in that transaction was not reflected in the AirGatefinancial statements.

Allowance for doubtful accounts —Estimates are used in determining our allowance for doubtfulaccounts and are based on our historical collection experience, currenttrends, credit policy, a percentage of our accounts receivable by agingcategory and expectations of future bad debts based on currentcollection activities. In determining the allowance, we considerhistorical write-offs of our receivables as well as historical changesin our credit policies. We also look at current trends in the creditquality of our customer base.

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Revenue recognition — Werecord equipment revenue for the sale of handsets and accessories tocustomers in our retail stores and to local resellers in ourterritories. We do not record equipment revenue on handsets andaccessories purchased by our customers from national resellers ordirectly from Sprint Nextel. Our customers pay an activation fee whenthey initiate service. We allocate amounts charged to customers at thepoint of sale between the sale of handsets and other equipment and thesale of wireless telecommunications services in those transactionstaking place in distribution channels that we directly control based onthe fair value of these two elements. The portion that is allocated tothe sale of wireless telecommunication services is amortized over theaverage life of the subscriber base. Activation fees charged intransactions outside of our directly controlled distribution channelsare deferred and amortized over the average life of the subscriberbase.

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

The cost of handsetssold generally exceeds the retail sales price, as it is common in ourindustry to subsidize the price of handsets for competitive reasons.For handsets sold through channels controlled by Sprint Nextel that areactivated by a subscriber in our territory, we reimburse Sprint Nextelfor the amount of subsidy incurred by them in connection with the saleof these handsets. This reimbursement paid to Sprint Nextel isreflected in our selling and marketing expenses in the consolidatedstatements of operations.

Accounting for goodwill andintangible assets — We have recorded certain intangibleassets in connection with the purchase price allocation resulting fromthe acquisition of Old AirGate by Alamosa Holdings, including bothidentifiable intangibles and goodwill. Identifiable intangibles consistof the Sprint Nextel agreements and the subscriber base in place at thetime of acquisition. The intangible assets related to the Sprint Nextelagreements are being amortized on a straight-line basis over theremaining original term of the underlying Sprint Nextel agreements. Thesubscriber base intangible asset is amortized on a straight-line basisover the estimated life of the acquired subscribers. We account forgoodwill in accordance with the provisions of SFAS No. 142,‘‘Goodwill and Other Intangible Assets.’’In accordance with SFAS No. 142, goodwill is tested annually forimpairment. This annual testing was completed as of February1,  2006 and no impairment was indicated.

Long-livedasset recovery — Long-lived assets, consisting primarily ofproperty, equipment and intangibles, comprised approximately 84 percentof our total assets at March  31,  2006. Changes intechnology or in our intended use of these assets may cause theestimated period of use or the value of these assets to change. Inaddition, changes in general industry conditions could cause the valueof certain of these assets to change. We monitor the appropriateness ofthe estimated useful lives of these assets. Whenever events or changesin circumstances indicate that the carrying amounts of these assets maynot be recoverable, we review the respective assets for impairment. Inperforming this review, assets are grouped according to identifiablecash flow streams and the undiscounted cash flow over the life of theasset group is compared to the carrying value of the asset group. Wehave determined that we have one asset grouping related to cash flowsgenerated by our subscriber base, which includes all of our assets. Thelife of this asset group for purposes of these impairment tests isassumed to be ten years. Estimates and assumptions used in bothestimating the useful life and evaluating potential impairment issuesrequire a significant amount of judgment.

Operating leases— Operating leases and related leasehold improvement costsare accounted for based on the provisions of SFAS No. 13,‘‘Accounting for Leases.’’ We have asignificant number of leases primarily associated with towers and otherlocations on which we install our network equipment. These leases areconsidered operating leases and the monthly rentals are expensed asincurred while any capital expenditures associated with preparing thesite for our use are capitalized and depreciated. These capitalexpenditures are depreciated over the shorter of the lease term or theeconomic life of the respective assets. Additionally, certain of theseoperating leases contain rent escalation provisions over the term ofthe respective leases. For those leases with escalation provisions, theperiodic rental expense is recorded on a straight-line basis over thelease term.

Income taxes — We account for incometaxes in accordance with SFAS No. 109, ‘‘Accounting forIncome Taxes.’’ Under this method, we utilize an assetand liability approach to accounting for income 

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taxes, wherein deferred taxes are providedfor book and tax basis differences for assets and liabilities. In theevent differences exist between the book and tax basis of our assetsand liabilities that result in deferred tax assets, an evaluation ofthe probability of being able to realize the future benefits indicatedby such assets is made. A valuation allowance is provided for theportion of deferred tax assets for which there is sufficientuncertainty regarding our ability to recognize the benefits of thoseassets in future years.

On a quarterly basis, we evaluate theneed for and adequacy of the valuation allowance based upon theexpected realizability of our deferred tax assets and adjust the amountof such allowance, if necessary. The factors used to assess thelikelihood of realization are the latest forecast of future taxableincome, available tax planning strategies and the future reversal ofexisting taxable temporary differences.

Consolidated Results ofOperations (dollars in thousands)

The discussion of the resultsof operations below is significantly affected by the acquisition of OldAirGate by Alamosa Holdings on February  15,  2005 and theresulting allocation of purchase price to the assets and liabilities ofthe Company. The results of operations from February  15,2005 (the date of acquisition by Alamosa Holdings) through March31,  2005 are not comparable to the results of operations for theperiod from January  1,  2005 to February  15,2005 nor to the results of operations for the three months endedMarch  31,  2006 as Old AirGate periods are pre-acquisitionresults and do not include the impact of the purchase price allocationresulting from the acquisition of Old AirGate by AlamosaHoldings.

For the three month period endedMarch  31,  2006 compared to the combined period fromacquisition through March  31,  2005 and the period fromJanuary  1,  2005 to February  15,2005

Subscriber growth and key performance indicators —We had total subscribers of approximately 466,000 at March31,  2006 compared to approximately 425,000 at March31,  2005. This growth of approximately 41,000 subscribersrepresents a 10 percent increase year over year. The subscriber growthis primarily attributable to an increase in our distribution channels,mainly in our retail stores and branded dealers in our territory aswell as overall growth in the wireless telecommunicationsindustry.

Average monthly churn for the first quarter of 2006 wasapproximately 2.7 percent compared to approximately 2.5 percent for thefirst quarter of 2005.

Service Revenues — Servicerevenues consist of revenues from our subscribers and roaming andwholesale revenue earned when subscribers from other carriers orresellers of PCS service use our PCS network.

Subscriber revenueconsists of payments received from our subscribers for monthly serviceunder their service plans. Subscriber revenue also includesamortization of deferred activation fees and charges for the use ofvarious features including PCS Vision, the wireless web and voiceactivated dialing. Subscriber revenues were $79,416 for the threemonths ended March  31,  2006. Subscriber revenues were$34,949 for the period from acquisition to March  31,  2005and $34,680 for the period from January  1,  2005 toFebruary  15,  2005 for combined subscriber revenues of$69,629. Subscriber revenues for the first quarter of 2006 wereapproximately 14 percent higher than the combined subscriber revenuefor the first quarter of 2005. This increase was primarily due to theincrease in our subscriber base discussed above. Base ARPU (which doesnot include roaming revenue) for the three months ended March31,  2006 was $58, which was slightly higher than base ARPU of$57 in the period from acquisition to March  31,  2005.

Roaming and wholesale revenue is comprised of revenue from SprintNextel and other PCS subscribers based outside of our territory whoroam onto our PCS network as well as revenue from resellers of PCSservice whose subscribers use our PCS network.

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Roaming and wholesale revenue was $25,963for the three months ended March  31,  2006. Roaming andwholesale revenue was $8,140 for the period from acquisition toMarch  31,  2005 and $10,972 for the period fromJanuary  1,  2005 to February  15,  2005 forcombined roaming and wholesale revenue of $19,112. Roaming andwholesale revenue in the first quarter of 2006 was approximately 36percent higher than the combined roaming and wholesale revenue for thefirst quarter of 2005. This increase was due to an increase in inboundroaming and wholesale minutes. We are currently a net receiver ofroaming charges, meaning that the minute volume from other subscribersof Sprint branded wireless services roaming onto our network is greaterthan the minute volume from our subscribers roaming onto other portionsof the PCS network of Sprint Nextel or the other PCS Affiliates. Wehave experienced an increase in the volume of inbound roaming trafficfrom PCS providers other than Sprint Nextel. This traffic is settled atrates separately negotiated by Sprint Nextel on our behalf with theother PCS providers and these rates have declined in some cases during2006 compared to 2005.

Product sales and cost of productssold — We record revenue from the sale of handsets andaccessories, net of an allowance for returns, as product sales. Productsales revenue and cost of products sold are recorded for all productsthat are sold through our retail stores as well as those sold to ourlocal indirect agents. The cost of handsets sold generally exceeds theretail sales price as we subsidize the price of handsets forcompetitive reasons. Sprint Nextel’s handset return policyallows customers to return their handsets for a full refund within 14days of purchase. When handsets are returned to us, we may be able toreissue the handsets to other customers at little additional cost tous. However, when handsets are returned to Sprint Nextel forrefurbishing, we may receive a credit from Sprint Nextel, which is lessthan the amount we originally paid for the handset.

Productsales revenue for the three months ended March  31,  2006was $3,607. Product sales revenue for the period from acquisition toMarch  31,  2005 was $1,648 and for the period fromJanuary  1,  2005 to February  15,  2005 was$3,191 for combined product sales revenue of $4,839. Cost of productssold for the three months ended March  31,  2006 was$8,790. Cost of products sold for the period from acquisition toMarch  31,  2005 was $4,428 and for the period fromJanuary  1,  2005 to February  15,  2005 was$6,528 for combined cost of products sold of $10,956. As such, thesubsidy on handsets sold through our retail and local indirect channelswas $5,183 for the three months ended March  31,  2006 andon a combined basis was $6,117 in the first quarter of 2005. Thedecrease in subsidies of $934 in the first quarter of 2006 is primarilydue to a decrease of approximately 2,000 activations through our retailand local indirect channels.

Cost of service and operations— Cost of service and operations includes the costs ofoperating our PCS network. These costs include items such as toweroperating leases and maintenance as well as backhaul costs, which arecosts associated with transporting wireless calls across our PCSnetwork to another carrier’s network. In addition, cost ofservice and operations includes outbound roaming costs, long distancecharges, the 8 percent fee we pay to Sprint Nextel, back officeservices such as billing and customer care, as well as our provisionfor estimated uncollectible accounts. Expenses were $61,652 in thethree months ended March  31,  2006. Expenses were $21,361in the period from acquisition to March  31,  2005 and$23,782 from January  1,  2005 to February15,  2005 for combined cost of service and operations of $45,143.Cost of service and operations for the first quarter of 2006 wereapproximately 37 percent higher than the combined cost of service andoperations for the first quarter of 2005. The increase in 2006 was dueto the increased volume of traffic carried on our network as a resultof the increase in both our subscribers as well as wholesale and resalesubscribers.

Shared costs of service and operations allocated tous by our sister company, Alamosa (Delaware), were $2,225 and $537 inthe quarter ended March  31,  2006 and 2005,respectively.

Selling and marketing expenses —Selling and marketing expenses include advertising, promotion,sales commissions and expenses related to our distribution channels,including our retail store expenses. In addition, we reimburse SprintNextel for the subsidy on handsets sold through national retail storesdue to the fact that these retailers purchase their handsets fromSprint Nextel. This subsidy is recorded as a selling and marketingexpense. Selling and marketing expenses were $16,174 in the threemonths ended March  31,  2006. Selling and marketingexpenses were $8,757 in the period 

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from acquisition to March  31,2005, and $9,261 from January  1,  2005 to February15,  2005 for combined selling and marketing expenses of $18,018.Selling and marketing expenses for the first quarter of 2006 were 10percent lower than the combined selling and marketing expenses for thefirst quarter of 2005. The decrease in 2006 is attributable to adecrease in variable costs resulting from a decrease in grossactivations.

Shared selling and marketing expenses allocated tous by our sister company, Alamosa (Delaware), were $1,466 and $409 inthe quarter ended March  31,  2006 and 2005,respectively.

General and administrative expenses —General and administrative expenses include corporate costs andexpenses such as administration and finance. General and administrativeexpenses were $4,966 in the three months ended March  31,2006. General and administrative expenses were $2,899 in the periodfrom acquisition to March  31,  2005, and $2,885 fromJanuary  1,  2005 to February  15,  2005 forcombined general and administrative expenses of $5,784. General andadministrative expenses for the first quarter of 2006 wereapproximately 14 percent lower than the first quarter of 2005. Thedecrease in 2006 is due to synergies realized due to the acquisition ofOld Airgate by Alamosa Holdings on February  15,2005.

General and administrative expenses allocated to us by oursister company, Alamosa (Delaware), were $3,250 and $2,029 in thequarter ended March  31,  2006 and 2005,respectively.

Merger related expenses — Mergerrelated expenses in the quarter ended March  31,  2006 of$15,010 relate to costs incurred in connection with the acquisition ofAlamosa Holdings by Sprint Nextel on February  1,  2006.Total merger related costs incurred by Alamosa Holdings were $61,198,of which $15,010 was allocated and charged to us by our sister company,Alamosa (Delaware). Merger related expenses in the period fromJanuary  1,  2005 to February  15,  2005related to the acquisition of Old AirGate by Alamosa Holdings and was$23,803. Approximately $10,693 of such costs was related to the paymentfor cancellation of employee stock options and restricted stock units.Approximately $6,133 of such costs related to employee severance costsassociated with terminating employees, including those to be terminatedafter the close of the acquisition. Approximately $4,269 of such costsrelated to investment banking fees. Approximately $1,474 of such costsrelated to future lease payments (net of expected sublease income) fora facility to be closed in May  2005. The remaining $1,234 ofsuch costs related to legal and other professional fees incurred inconnection with the acquisition.

Depreciation andamortization — Depreciation and amortization includesdepreciation of our property and equipment as well as amortization ofintangibles. Depreciation is calculated on the straight-line methodover the estimated useful lives of the underlying assets and totaled$4,870 in the three months ended March  31,  2006.Depreciation was $3,599 in the period from acquisition to March31,  2005 based on the value allocated to property and equipmentin the purchase price allocation. Depreciation was $7,914 fromJanuary  1,  2005 to February  15,  2005 andwas based on the historical cost of property and equipment.

Amortization expense relates to identifiable intangible assets werecorded related to value assigned to the agreements with Sprint Nexteland the customer base in connection with purchase accounting associatedwith the acquisition of Old AirGate by Alamosa Holdings. Amortizationexpense was $21,830 in the three months ended March  31,2006 and $10,707 in the period from acquisition to March31,  2005.

Loss from operations — Ouroperating loss for the three months ended March  31,  2006was $24,317. Our operating loss for the period from acquisition toMarch  31,  2005 was $7,013 and for the period fromJanuary  1,  2005 to February  15,  2005 was$25,350 for combined operating loss of $32,363. The improvement inoperating loss of $8,046 in the first quarter of 2006 is primarily dueto a decrease of $8,793 in merger related expenses.

Interestand other income — Interest and other income representsamounts earned on the investment of excess cash. Income was $753 in thethree months ended March  31,  2006. Income was $319 in theperiod from acquisition to March  31,  2005 and $346 in theperiod from January  1,  2005 to February  15,2005 for combined interest income of $665. Interest and other incomefor the first 

24

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quarter of 2006 was 13 percent higher thanthe combined interest income in the first quarter of 2005. The increasein interest and other income is primarily due to increases in overallmarket rates of interest.

Interest expense —Interest expense in the three months ended March  31,2006 was $6,550. Interest expense for the period from acquisition toMarch  31,  2005 was $2,768 and for the period fromJanuary  1,  2005 to February  15,  2005 was$4,111 for combined interest expense of $6,879. Interest expense in thefirst quarter of 2006 was 5 percent lower than the combined interestexpense in the first quarter of 2005. The decrease in interest expensewas due to the lower effective interest rate in 2006 as theCompany’s debt was revalued at February  15,  2005in purchase accounting.

Income Taxes

Our effective incometax rate is based on statutory tax rates, tax planning opportunities,expected future taxable income, and expected reversals of taxabletemporary differences. The forecasted annual rate is then applied toour quarterly operating results. We establish a valuation allowance fordeferred tax assets when it is more likely than not that the deferredtax assets will not be realized. Due to a limited operating history andlack of positive taxable earnings, a valuation allowance wasestablished by Old AirGate as deferred tax assets were expected toexceed deferred tax liabilities. The establishment of this valuationallowance resulted in an effective tax rate of zero for the period fromJanuary  1,  2005 to February  15,  2005. Dueto the difference in basis for book and tax purposes after the purchaseprice allocation, we established a net deferred tax liability inconnection with the merger. The reversal of the timing differenceswhich give rise to this deferred tax liability will allow us to realizethe benefit of certain deferred tax assets such that the valuationallowance was reduced. The effective tax rate for the period fromacquisition to March  31,  2005 was 38.5 percent. Thedifference between the statutory rate of 35 percent and the projectedrate was primarily due to state income taxes. The effective tax ratefor the three months ended March  31,  2006 is 24.4percent. The difference between the statutory rate of 35 percent andthe projected rate is primarily due to an expected increase in thevaluation allowance in the year ending December 31, 2006 resulting fromthe expected creation of additional net operating losses which wouldgive rise to a deferred tax asset for which it is more likely than notthat such asset would not be realized.

The income tax amountsreflected in the consolidated financial statements of the Company as ofMarch  31,  2006 and for the three months endedMarch  31,  2006 are based on separate company income taxfiling methodology. These statements do not reflect the adjustmentsresulting from being included in Sprint Nextel’s consolidatedfederal and certain combined state income tax returns subsequent toAlamosa Holdings’ acquisition by Sprint Nextel onFebruary  1,  2006.

Cash Flows

Operatingactivities — Operating cash flows were $26,316 in the threemonths ended March  31,  2006. Operating cash flows werenegative $4,619 in the period from acquisition to March31,  2005 and positive $30,817 from January  1,  2005to February  15,  2005 for combined cash flows fromoperations of $26,198. Operating cash flows for the first quarter of2006 were comparable to the combined operating cash flows in the firstquarter of 2005.

Investing activities — Ourinvesting cash flows were $13,628 in the three months endedMarch  31,  2006, including $20,017 in net proceeds fromthe sale of investments less $6,400 in cash purchases of property andequipment. Our investing cash flows were $32,848 in the period fromacquisition to March  31,  2005, including $36,389 net cashrecorded in the purchase price allocation. Excluding the purchaseaccounting adjustment, the investing cash flows were negative $3,541,primarily associated with purchases of property and equipment.Investing cash flows for the period from January  1,  2005to February  15,  2005 were negative $8,611, consisting ofpurchases of property and equipment of $8,611.

Financingactivities — Our financing cash flows in the three monthsended March  31,  2006 were negative $180, associated withthe repayment of senior notes. Our financing cash flows in the period

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from acquisition to March  31,2005 were negative $15,000, representing distributions paid to AlamosaHoldings. Financing cash flows in the period from January1,  2005 to February  15,  2005 were negative $1,617due to $1,629 in debt issuance costs.

Liquidity and CapitalResources

Liquidity — We have financed ouroperations through debt financing and through proceeds generated frompublic offerings of Old AirGate common stock and cash provided byoperations. The proceeds from these transactions and cash provided byoperations have been used to fund the build-out of our PCS network,subscriber acquisition costs and working capital.

CapitalResources — As of March  31,  2006, we had$55  million in cash and cash equivalents as well as $16million in short-term investments which we believe will be sufficient,together with cash provided from operations, to fund expected capitalexpenditures and to cover our working capital and debt servicerequirements for at least the next 12 months.

Our futureliquidity will be dependent on a number of factors influencing our cashflows, including subscriber growth, average revenue per user, averagemonthly churn and costs to acquire subscribers. Should actual resultsdiffer significantly from the assumptions regarding these factors, theCompany’s liquidity position could be adversely affected and itcould be in a position that would require it to raise additionalcapital which may or may not be available on terms acceptable to theCompany, if at all, and could have a material adverse effect on theCompany’s ability to achieve its intended businessobjectives.

Recently Issued Accounting Pronouncements

InDecember  2004, the Financial Accounting Standards Board(‘‘FASB’’) issued SFAS  No.123(R), ‘‘Share-Based Payment,’’ which is arevision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No.123(R) requires all share-based payments to employees, including grantsof employee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the applicable vesting period. Pro formadisclosures of the income statement effects of share-based payments isno longer an alternative. SFAS No. 123(R) is effective for allstock-based awards granted on or after July  1,  2005. Inaddition, companies must also recognize compensation expense related toany awards that are not fully vested as of July  1,  2005.Compensation expense for the unvested awards will be measured based onthe fair value of the awards previously calculated in developing thepro forma disclosures in accordance with the provisions of SFAS No.123. On April  14,  2005, the SEC announced the adoption ofa new rule that amended the compliance dates for SFAS No. 123(R). Thenew rule allowed registrants to implement SFAS No. 123(R) at thebeginning of their next fiscal year that begins after June15,  2005. As a result, we adopted the provisions of SFAS No.123(R) on January  1,  2006. The adoption of the provisionsof SFAS No. 123(R) did not have a material impact to us.

InJune  2005, the FASB issued SFAS No. 154,‘‘Accounting Changes and Error Corrections a replacementof APB Opinion No. 20 and FASB Statement No. 3.’’ ThisStatement changes the requirements for the accounting for and reportingof a change in accounting principle. This Statement applies tovoluntary changes as well as those changes required by an accountingpronouncement if that pronouncement does not include specifictransition provisions. This Statement requires retrospectiveapplication to prior periods’ financial statements of changes inaccounting principle as opposed to being shown as a cumulativeadjustment in the period of change. The Statement is effective for allchanges and corrections of errors made in fiscal years beginning afterDecember  15,  2005. The adoption of this standard did notmaterially impact us.

|               |                                                           |
|---------------|-----------------------------------------------------------|
| ITEM 3.  | QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |

Omitted under thereduced disclosure format pursuant to General Instruction H(2)(c) ofForm 10-Q.

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|               |                        |
|---------------|------------------------|
| ITEM 4.  | CONTROLS ANDPROCEDURES |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Evaluation of DisclosureControls and Procedures.    The Company’s management with theparticipation of the Company’s Chief Executive Officer andPrincipal Financial and Accounting Officer has evaluated theeffectiveness of our disclosure controls and procedures (as such termis defined in Rules 13a-15(e) or 15d-15(e) under the SecuritiesExchange Act of 1934, as amended (the ‘‘ExchangeAct’’)), as of the end of the period covered by thisquarterly report. Based on such evaluation, such officers haveconcluded that, as of the end of the period covered by this quarterlyreport, the Company’s disclosure controls and procedures areeffective. |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Changes in Internal ControlOver Financial Reporting.    There have not been any changes in ourinternal controls over financial reporting (as such term is defined inRules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscalquarter to which this report relates that have materially affected, orare reasonably likely to materially affect, our internal controls overfinancial reporting. |

PART II — OTHERINFORMATION

|               |                    |
|---------------|--------------------|
| ITEM 1.  | LEGAL PROCEEDINGS. |

See Part I, Item 1, Note 13 under the caption‘‘Commitments and Contingencies –Litigation’’ for a description of legalproceedings.

|                |               |
|----------------|---------------|
| ITEM 1A.  | RISK FACTORS. |

There have been no material changes from the risk factorsdescribed previously in Part I, Item 1A of the Company’s annualreport on Form 10-K for the year ended December  31,2005.

|               |                                                             |
|---------------|-------------------------------------------------------------|
| ITEM 2.  | UNREGISTERED SALES OF EQUITYSECURITIES AND USE OF PROCEEDS. |

None.

|              |                                 |
|--------------|---------------------------------|
| ITEM3.  | DEFAULTS UPON SENIORSECURITIES. |

None.

|               |                                                     |
|---------------|-----------------------------------------------------|
| ITEM 4.  | SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS. |

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

|               |                   |
|---------------|-------------------|
| ITEM 5.  | OTHERINFORMATION. |

None.

|              |           |
|--------------|-----------|
| ITEM6.  | EXHIBITS. |

See the Exhibit Indexfollowing the signature page hereto for a list of the exhibits filedpursuant to Item 601 of RegulationS-K.

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SIGNATURES

Pursuantto the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf bythe undersigned thereunto dulyauthorized.

|  | AIRGATE PCS,INC.(Registrant) |
|--|------------------------------|

/s/ William G.Arendt                                            

|  | WilliamG. ArendtVice President and Controller |
|--|-----------------------------------------------|

|  | Date: May15, 2006 |
|--|-------------------|

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EXHIBITINDEX

|               |  |                                                                                                                                                                                                                                          |  |  |  |  |
|---------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                             |
| 3.1           |  | Certificateof Incorporation of AirGate PCS, Inc., filed as Exhibit 3.1 to theRegistration Statement on Form S-4, dated April  1,  2005of AirGate PCS, Inc. (SEC File No.  333-123755), which exhibit isincorporated herein by reference. |
| 3.2           |  | Bylawsof AirGate PCS, Inc., filed as Exhibit 3.2 to the RegistrationStatement on Form S-4, dated April  1,  2005 of AirGatePCS, Inc. (SEC File No. 333-123755), which exhibit is incorporatedherein by reference.                        |
| 31.1 *        |  | Certification ofCEO Pursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                            |
| 31.2 *        |  | Certification of CFO Pursuantto Section 302 of the Sarbanes-Oxley Act of2002.                                                                                                                                                            |
| 32.1 *        |  | Certification of CEO Pursuantto 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002.                                                                                                             |
| 32.2*         |  | Certification of CFO Pursuant to 18 U.S.C. Section 1350, asadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                                             |
|               |

|  |
|--|
|  |  |
|  |

*    Exhibit is filedherewith.

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