roam onto our network at a higher rate than our subscribers roam onto other portions of the PCS network of Sprint. The ratio of inbound to outbound Sprint roaming minutes was 1.13 to 1 for the six months ended June 30, 2004 and we expect this margin to trend close to 1 to 1 over time. The toll rate for long distance charges associated with Sprint roaming is expected to decline gradually from its current rate of between approximately 1.5 and 2 cents per minute. We have experienced a significant increase in the volume of inbound roaming traffic from PCS providers other than Sprint. This traffic is settled at rates separately negotiated by Sprint on our behalf with the other PCS providers and has declined in some cases during 2004 compared to 2003.

Wholesale revenue was $5,931 for the quarter ended June 30, 2004 compared to $781 for the quarter ended June 30, 2003. This increase of 659 percent was due to the addition of revenue related to subscribers of another PCS carrier with whom Sprint entered into an agreement to allow those subscribers to use the PCS network of Sprint on a wholesale basis meaning all minutes of use for those subscribers in their home areas are on the PCS network of Sprint. Wholesale revenue was $8,446 for the six months ended June 30, 2004 compared to $1,434 for the six months ended June 30, 2003. This increase of 489 percent was also due to the addition of wholesale subscribers discussed above.

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

Product sales revenue for the second quarter of 2004 was $8,055 compared to $5,804 for the second quarter of 2003. Cost of products sold for the second quarter of 2004 was $16,379 compared to $12,399 for the second quarter of 2003. As such, the subsidy on handsets sold through our retail and local indirect channels was $8,324 in the second quarter of 2004 and $6,595 in the second quarter of 2003. Product sales revenue for the first six months of 2004 was $16,846 compared to $11,098 for the first six months of 2003. Cost of products sold for the first six months of 2004 was $36,162 compared to $25,243 for the first six months of 2003. As such, the subsidy on handsets sold through our retail and local indirect channels was $19,316 in the first six months of 2004 and $14,145 in the first six months of 2003. The increase in subsidies of $1,729 and $5,171 in the three and six months ended June 30, 2004, respectively is primarily due to an increase in the number of activations through our retail and local indirect channels of approximately 14,000 and 27,000, respectively. In addition to the increase in the number of activations, we also experienced an increase in subsidies through the retail and indirect channels relating to existing subscribers upgrading their handsets in 2004.

Cost of service and operations (excluding non-cash compensation) – Cost of service and operations includes the costs of operating our portion of the PCS network of Sprint. These costs include items such as tower leases and maintenance as well as backhaul costs, which are costs associated with transporting wireless calls across our portion of the PCS network of Sprint to another carrier's network. In addition, cost of service and operations includes outbound roaming costs, long distance charges, the fees we pay to Sprint for our 8 percent affiliation fee, back office services such as billing and customer care, as well as our provision for estimated uncollectible accounts. Expenses of $91,062 in the second quarter of 2004 were approximately 13 percent higher than the $80,282 incurred in the second quarter of 2003. Expenses of $177,278 in the first six months of 2004 were approximately 11 percent higher than the $159,599 incurred in the first six months of 2003. The increase in expenses in the second quarter and first six months of 2004 was due to the increased volume of traffic carried on our network. Total minutes of use on our network were 2.2 billion minutes in the second quarter of 2004 compared to 1.5 billion minutes in the second quarter of 2003 for an increase in traffic of 47 percent. Total minutes of use on our network were 4.2 billion minutes in the first six months of 2004 compared to 2.8 billion minutes in the first six months of 2003 for an increase in traffic of 50 percent.

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The increase in costs was less than the increase in traffic due to the leverage we experience in spreading our fixed network operating costs over a larger volume of activity.

Selling and marketing expenses (excluding non-cash compensation) – Selling and marketing expenses include advertising, promotion, sales commissions and expenses related to our distribution channels including our retail store expenses. In addition, we reimburse Sprint for the subsidy on handsets sold through national retail stores due to the fact that these retailers purchase their handsets from Sprint. This subsidy is recorded as a selling and marketing expense. Total selling and marketing expenses of $31,839 in the second quarter of 2004 were 20 percent higher than the $26,584 incurred in the second quarter of 2003. Total selling and marketing expenses of $62,832 in the first six months of 2004 were 15 percent higher than the $54,730 incurred in the first six months of 2003. The increase experienced during the three months and six months ended June 30, 2004 is attributable to an increase in variable costs due to the fact that we had more gross activations in the second quarter and first six months of 2004 than in the second quarter and first six months of 2003.

General and administrative expenses (excluding non-cash compensation) – General and administrative expenses include corporate costs and expenses such as administration and finance. General and administrative expenses of $5,706 in the second quarter of 2004 were 4 percent less than the $5,918 incurred in the second quarter of 2003. General and administrative expenses of $11,423 in the first six months of 2004 were 19 percent higher than the $9,583 incurred in the first six months of 2003. General and administrative expenses include corporate costs and expenses such as administration and finance. The increase in the first six months of 2004 has been the result of increased professional fees being driven by various efforts undertaken in preparing for the reporting requirements under the Sarbanes-Oxley Act of 2002, additional legal fees incurred in defense of class action lawsuits brought late in 2003 and additional personnel costs.

Depreciation and amortization – Depreciation and amortization includes depreciation of our property and equipment as well as amortization of intangibles. Depreciation is calculated on the straight line method over the estimated useful lives of the underlying assets and totaled $17,965 in the second quarter of 2004, which was 3 percent less than the $17,403 recorded in the second quarter of 2003. Depreciation totaled $35,945 in the first six months of 2004 which was 5 percent higher than the $34,268 recorded in the first six months of 2003. The increase in the first six months of 2004 is due to the increase in depreciable costs as a result of our capital expenditures in the last six months of 2003 and the first six months of 2004. The slight decrease in the second quarter of 2004 compared to the second quarter of 2003 was due to a significant amount of asset disposals related to the replacement of certain obsolete equipment as discussed below.

Amortization expense relates to intangible assets recorded in connection with the acquisitions closed in 2001. We recorded two identifiable intangibles in connection with each of the acquisitions, consisting of values assigned to the agreements with Sprint and the customer base acquired. Amortization expense of $7,558 in the second quarter of 2004 was 25 percent less than the $10,016 in the second quarter of 2003. Amortization expense of $16,962 in the first six months of 2004 was 15 percent less than the $20,033 in the first six months of 2003. The decrease in both the second quarter and first six months of 2004 is due to the fact that the intangible asset related to the subscriber base acquired became fully amortized in the first quarter of 2004.

Impairment of property and equipment – We recorded impairments of property and equipment in the second quarter and first six months of 2004 of $2,604 and $2,910, respectively, compared to $34 and $394, in the second quarter and first six months of 2003. Impairments recorded in both periods primarily relate to the abandonment of certain network equipment that had become technologically obsolete.

Non-cash compensation – Non-cash compensation expense of $25 in the second quarter of 2004 was 87 percent less than the $199 in the second quarter of 2003. The 2003 expense includes $161 in compensation to directors in the form of the issuance of 105,000 unrestricted shares of our common stock. The remaining expense for 2003 and the entire expense for 2004 relates to the vesting of restricted stock that had been awarded to certain of our officers and directors.

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Non-cash compensation expense of $51 in the first six months of 2004 was 79 percent less than the $240 in the first six months of 2003. The 2004 expense includes $6 in compensation to directors in the form of the issuance of 9,000 unrestricted shares of our common stock. The 2003 expense includes $161 in compensation to directors in the form of the issuance of 105,000 unrestricted shares of our common stock. The remaining expense for the first six months of 2004 and 2003 relates to the vesting of restricted stock that had been awarded to certain of our officers and directors.

Operating income (loss) – Our operating income for the second quarter of 2004 was $20,191 compared to $2,559 for the second quarter of 2003, representing an improvement of $17,632. Our operating income for the first six months of 2004 was $26,456 compared to a loss of $7,588 for the first six months of 2003, representing an improvement of $34,044. The improvement in operating income is primarily attributable to the leverage we are experiencing in spreading our fixed costs over a larger base of subscribers.

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

Gain (loss) on derivative instrument – The Series B Redeemable Convertible Preferred Stock that was issued in November 2003 contains an early call option which allows us to repurchase the preferred stock at a premium beginning in the fourth year after the shares were issued. Based on the provision of SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," the derivative instrument related to this early call option has been separated from the value of the preferred stock and recorded separately in our consolidated balance sheet. Changes in the fair value of this option are reflected in earnings each period. The loss in the second quarter of 2004 of $11,926 was primarily driven by the conversion of 195,000 shares of preferred stock during the second quarter. The gain of $746 for the first six months of 2004 represents the net increase in the fair value of this option after consideration of the conversion of 195,060 shares of preferred stock during the first six months of 2004.

Interest and other income – Interest and other income represents amounts earned on the investment of excess cash including restricted cash. Income of $221 in the second quarter of 2004 was 11 percent less than the $249 earned in the second quarter of 2003. Income of $389 in the first six months of 2004 was 39 percent less than the $634 earned in the first six months of 2003. The decrease in interest earned in the second quarter is primarily due to declining interest rates in the market. The decrease in interest earned in the first six months is also due to declining rates in the market as well as the decrease in restricted cash of approximately $10 million during the first quarter of 2003.

Interest expense – Interest expense for the second quarter of 2004 and 2003 included non-cash interest of $6,278 and $8,825, respectively, related to the accretion of senior discount notes, the amortization of debt issuance costs and changes in the fair value of hedge instruments that do not qualify for hedge accounting treatment. The decrease in total interest expense to $18,952 in the second quarter of 2004 from $25,951 in the second quarter of 2003 is due to the decreased level of debt after the debt exchange completed in November 2003 coupled with a lower interest rate on senior notes issued in November 2003 and January 2004.

Interest expense for the first six months of 2004 and 2003 included non-cash interest of $12,550 and $19,551, respectively. The decrease in total interest expense to $37,187 in the first six months of 2004 from $52,488 in the first six months of 2003 is also due to the decreased level of debt after the debt exchange completed in November 2003 coupled with a lower interest rate on senior notes issued in November 2003 and January 2004.

Income Taxes

We account for income taxes in accordance with SFAS No. 109 "Accounting for Income Taxes." As of December 31, 2000, the net deferred tax asset consisted primarily of temporary differences

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related to the treatment of organizational costs, unearned compensation, interest expense and net operating loss carry forwards. The net deferred tax asset was fully offset by a valuation allowance as of December 31, 2000 because there was sufficient uncertainty as to whether we would recognize the benefit of those deferred taxes in future periods. In connection with the acquisitions completed in the first quarter of 2001, we recorded significant deferred tax liabilities due to differences in the book and tax basis of the net assets acquired particularly due to the intangible assets recorded in connection with the acquisitions.

The reversal of the timing differences which gave rise to these deferred tax liabilities allowed us to realize the benefit of timing differences which gave rise to the deferred tax asset. As a result, we released the valuation allowance during the second quarter of 2001. Prior to 2001, all deferred tax benefit had been fully offset by an increase in the valuation allowance such that there was no financial statement impact with respect to income taxes. With the reduction of the valuation allowance in 2001, we began to reflect a deferred tax benefit in our consolidated statement of operations. During 2003, we reinstated a valuation allowance to reflect the deferred tax assets at the amounts expected to be realized. During the second quarter of 2004, we recorded a 100 percent valuation allowance against all current net operating losses generated for tax purposes and recorded $240 in current income tax expense related to our expected alternative minimum tax ("AMT") liability for 2004. The current income tax expense related to our expected AMT liability recorded in the first six months of 2004 was $557.

Cash Flows

Operating activities – Operating cash flows increased $42,182 in the first six months of 2004 compared to the first six months of 2003. This increase is primarily due to our increased income before non-cash items of $36,680 coupled with working capital changes of $5,502.

Investing activities – Our investing cash flows were negative $92,374 in the first six months of 2004 compared to positive $8,235 in the first six months of 2003. The decrease of $100,609 is due primarily to three items. First, our cash capital expenditures for the first six months of 2004 were $23,440 higher than that in the first six months of 2003 due to the payment of obligations incurred in the fourth quarter of 2003. Secondly, the first six months of 2004 included a decrease in restricted cash of $24,977 which is reflected as a positive cash flow from investing activities in that quarter. Restricted cash only decreased by $1 in the first six months of 2004. Additionally, in the first six months of 2004, we established a short term investment account in an effort to improve yields on excess liquidity. The amount invested in the first six months of 2004 was $50,119.

Financing activities – Our financing cash flows increased in the first six months of 2004 to a positive $36,612 from a negative $572 in the first six months of 2003. Our financing cash flows in the first six months of 2003 primarily consisted of repayments on capital leases reduced by proceeds for shares issued to employees in connection with our employee stock purchase plan. In the first quarter of 2004, we received net proceeds from an offering of senior notes of approximately $242 million which were used to permanently repay $200 million in borrowings outstanding under our senior secured credit facility. We paid cash dividends on preferred stock in the first six months of 2004 of $6,053 and received proceeds from issuances of stock to our employee stock purchase plan as well as exercises of stock options totaling $1,211.

Liquidity and Capital Resources

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

While we have incurred significant net losses since inception and negative cash flows from operating activities through 2002, we generated approximately $55 million and $62 million of cash flows from operating activities for the year ended December 31, 2003 and the six months ended June 30, 2004, respectively. In November 2003, we completed a debt exchange that provided for approximately $238 million of principal debt reduction.

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

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

Future Trends That May Affect Operating Results, Liquidity and Capital Resources

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

We may experience a higher average monthly churn rate. Our average monthly churn for the second quarter of 2004 was 2.1 percent compared to 2.7 percent for the year ended December 31, 2003 and 3.4 percent for the year ended December 31, 2002. The rate of churn experienced in 2002 was the highest that we have experienced on an annual basis since the inception of the Company. We expect that in the near term churn may increase as a result of the implementation of the FCC's WLNP mandate in all of our markets during the second quarter of 2004. Through the second quarter of 2004, we have not experienced a material impact to churn related to WLNP with respect to the markets in which we operate. If average monthly churn increases over the long-term, we would lose the cash flows attributable to those customers and have greater than projected losses.

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

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

Recently Issued Accounting Pronouncements

In April 2004, the EITF issued Abstract No. 03-06, "Participating Securities and the Two-Class Method Under FASB Statement No. 128, Earnings Per Share." EITF 03-06 addresses a number of questions regarding the computation of earnings per share by companies that have issued securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the company when and if, it declares dividends on its common stock. The Abstract also provides further guidance in applying the two-class method of calculating earnings per share, clarifying what constitutes a participating security and how to apply the two-class method of computing earnings per share once it is determined that a security is participating, including how to allocate undistributed earnings to such a security. EITF 03-06 is effective for fiscal periods beginning after March 31, 2004 and was adopted by us in the second quarter of 2004. The Series B redeemable convertible preferred

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stock issued by Alamosa Holdings in November 2003 has participation features that requires us to apply the two-class method of calculating earnings per share. The adoption of this Abstract will have the effect of diluting basic earnings per share in periods of net income and will not impact earnings per share in periods when we report a net loss.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

We have been subject to some interest rate risk on our senior secured borrowings and could be subject to interest rate risk on any future floating rate financing.

General hedging policies – We have entered into interest rate swap and collar agreements to manage our exposure to interest rate changes in the past. We seek to minimize counterparty credit risk through stringent credit approval and review processes, the selection of only the most creditworthy counterparties, continual review and monitoring of all counterparties, and through legal review of contracts. We also control exposure to market risk by regularly monitoring changes in interest rate positions under normal and stress conditions to ensure that they do not exceed established limits. Our derivative transactions are used for hedging purposes only and comply with Board-approved policies. Senior management receives frequent status updates of all outstanding derivative positions.

Interest rate risk management – Our interest rate risk management program focuses on minimizing exposure to interest rate movements by setting an optimal mixture of floating and fixed-rate debt. We utilize interest rate swaps and collars to adjust our risk profile relative to any floating rate debt. We have no floating rate debt outstanding at June 30, 2004.

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

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				Years Ending December 31,
				2004				2005				2006				2007				2008				Thereafter
				(Dollars In Millions)
Fixed Rate Instruments
12 7/8% senior discount notes (2)				$	6			$	6			$	6			$	6			$	6			$	—
Fixed interest rate					12.875	%			12.875	%			12.875	%			12.875	%			12.875	%			12.875	%
Principal payments					—				—				—				—				—				6
12% senior discount notes (2)				$	218			$	233			$	233			$	233			$	233			$	—
Fixed interest rate					12.000	%			12.000	%			12.000	%			12.000	%			12.000	%			12.000	%
Principal payments					—				—				—				—				—				233
12½% senior notes					12				12				12				12				12				—
Fixed interest rate					12.500	%			12.500	%			12.500	%			12.500	%			12.500	%			12.500	%
Principal payments					—				—				—				—				—				12
13 5/8% senior notes					2				2				2				2				2				—
Fixed interest rate					13.625	%			13.625	%			13.625	%			13.625	%			13.625	%			13.625	%
Principal payments					—				—				—				—				—				2
11% senior notes					251				251				251				251				251				—
Fixed interest rate					11.000	%			11.000	%			11.000	%			11.000	%			11.000	%			11.000	%
Principal payments					—				—				—				—				—				251
8½% senior notes					250				250				250				250				250				—
Fixed interest rate					8.500	%			8.500	%			8.500	%			8.500	%			8.500	%			8.500	%
Principal payments					—				—				—				—				—				250
Capital leases Total minimum lease payments (1)				$	1.208			$	1.038			$	0.888			$	0.744			$	0.599			$	—
Average Interest Rate					12.000	%			12.000	%			12.000	%			12.000	%			12.000	%			12.000	%
Annual lease payments					0.596				0.170				0.150				0.144				0.145				0.599

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

(2)	Interest will accrete on the 12 7/8% senior discount notes through February 2005 and on the 12% senior discount notes through July 31, 2005 at which time the notes will begin to require cash payments of interest.

Our primary market risk exposure relates to:

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

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

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

As a condition to the senior secured credit facility, we were required to maintain one or more interest rate protection agreements in an amount equal to a portion of the total debt under the credit facility. As of June 30, 2004, we had terminated all interest rate protection agreements. We do not hold or issue financial or derivative financial instruments for trading or speculative purposes. While we cannot predict our ability to refinance existing debt or the impact that interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.

ITEM 4.	CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures. Each of our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act), as of the end of the period covered by this quarterly report, based on the evaluation of these controls and procedures required by Rules 13a-15(b) or 15d-15(b) under the Exchange Act. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this quarterly

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	report, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to us (including our consolidated subsidiaries) required to be included in our reports filed or submitted under the Exchange Act.

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

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

PART II – OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

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

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

On May 18, 2004, the lead plaintiff filed a consolidated complaint. The consolidated complaint names three of the original defendants (the Company, David Sharbutt and Kendall Cowan), drops one of the original defendants (Steven Richardson) and names two new defendants who are outside directors (Michael Roberts and Steven Roberts). The putative class period remains the same. The consolidated complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act, Rule 10b-5 promulgated thereunder, and Sections 11 and 15 of the Securities Act. The consolidated complaint seeks recovery of compensatory damages, fees, costs, recission or rescissory damages in connection with the Sections 11 and 15 claims, and injunctive relief and/or disgorgement in connection with defendants' insider trading proceeds. At the end of the putative class period on June 13, 2002, we announced that our projection of net subscriber additions for the second quarter of 2002 would be less

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than previously projected. The consolidated complaint alleges, among other things, that we made false and misleading statements about subscriber additions during the putative class period. The consolidated complaint also alleges that our financial statements were false and misleading because we improperly recognized revenue and failed to record adequate allowances for uncollectible receivables. Our motion to dismiss the consolidated complaint was filed on July 26, 2004.

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

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

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

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.

On May 14, 2004, we completed a private exchange transaction with a holder of the 13 5/8% Senior Notes. Pursuant to the transaction, the holder delivered to us an aggregate of $150,000 principal amount of the 13 5/8% Senior Notes in exchange for a newly issued $97,000 in principal amount of the 11% Senior Notes and 150 shares of Series B Preferred Stock. The transaction was retroactively effective as of the debt exchange in November 2003. The newly issued securities were issued in reliance on Section 3(a)(9) of the Securities Act. Each share of Series B Preferred Stock is convertible at the holder's option and at any time into shares of Alamosa Holdings common stock. The Series B Preferred Stock is convertible at $3.40 per share.

On June 1, 2004, we completed a private exchange transaction pursuant to which a holder of Series B Preferred Stock delivered to us 100,000 shares of Series B Preferred Stock in exchange for 7,811,000 newly issued shares of Alamosa Holdings common stock. On June 9, 2004, we completed a private exchange transaction pursuant to which a holder of Series B Preferred Stock delivered to us 50,000 shares of Series B Preferred Stock in exchange for 3,905,500 newly issued shares of Alamosa Holdings common stock. On June 14, 2004, we completed a private exchange transaction pursuant to which a holder of Series B Preferred Stock delivered to us 40,000 shares of Series B Preferred Stock in exchange for 3,124,400 newly issued shares of Alamosa Holdings common stock. On June 18, 2004, we completed a private exchange transaction pursuant to which a holder of Series B Preferred Stock delivered to us 3,000 shares of Series B Preferred Stock in exchange for 220,588 newly issued shares of Alamosa Holdings common stock and approximately $116,000 in cash. The common stock issued in each of these transactions was issued in reliance on Section 3(a)(9) of the Securities Act.

In addition, during the three months and six months ended June 30, 2004, an aggregate of 2,000 and 2,060 shares, respectively, of Series B Preferred Stock were tendered for conversion pursuant to the terms thereof in exchange for 147,054 and 151,465 shares, respectively of Alamosa Holdings common stock. The shares of common stock issued upon conversion of Series B Preferred Stock were issued in transactions exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereunder.

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ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

None.

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

At the Annual Meeting of Stockholders held on June 2, 2004 the stockholders voted on:

1)	the election of three directors for a term of three years expiring in 2007 and until their successors are duly elected and qualified:

				Common stock shareholders								Preferred stock shareholders
				For				Withheld				For				Withheld
Ray M. Clapp, Jr.					86,241,390				306,850				557,091				2,797
John F. Otto, Jr.					86,327,867				220,373				557,091				2,797
Jimmy R. White					86,402,938				145,302				557,091				2,797

2)	a proposal to approve an amendment and restatement of the Company's Amended and Restated Employee Stock Purchase Plan to authorize for issuance an additional 200,000 shares of Common Stock:

Common stock shareholders
For				Against				Abstain				Broker Non-Votes
59,774,146				1,524,717				27,022				25,222,355

Preferred stock shareholders
For				Against				Abstain				Broker Non-Votes
217,239				16,757				-0-				325,892

3)	a proposal to ratify the selection of PricewaterhouseCoopers LLP as our independent accountants for the year ending December 31, 2004:

Common stock shareholders
For				Against				Abstain				Broker Non-Votes
86,502,846				40,757				4,637				-0-

Preferred stock shareholders
For				Against				Abstain				Broker Non-Votes
557,966				1,922				-0-				-0-

ITEM 5.    OTHER INFORMATION.

None.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

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

(b)	The following sets forth the current reports on Form 8-K that have been filed during the quarterly period for which this report is filed:

None.

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SIGNATURES

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

ALAMOSA HOLDINGS, INC. (Registrant)

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

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

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EXHIBIT INDEX

Exhibit Number				Exhibit Title
3.1				Amended and Restated Certificate of Incorporation of Alamosa Holdings, Inc., filed as Exhibit 1.1 to the Registration Statement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc., which exhibit is incorporated herein by reference.
3.2				Amended and Restated Bylaws of Alamosa Holdings, Inc., filed as Exhibit 1.2 to the Registration Statement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc., which exhibit is incorporated herein by reference.
3.3				Certificate of the Designations, Powers, Preferences and Rights of Series B Convertible Preferred Stock, filed as Exhibit 3.1 to Form 10-Q of Alamosa Holdings, Inc. for the quarterly period ended September 30, 2003, which exhibit is incorporated herein by reference.
3.4				Certificate of the Designations, Powers, Preferences and Rights of Series C Convertible Preferred Stock, filed as Exhibit 3.2 to Form 10-Q of Alamosa Holdings, Inc. for the quarterly period ended September 30, 2003, which exhibit is incorporated herein by reference.
10.1+				Second Amended and Restated Alamosa Holdings, Inc. Employee Stock Purchase Plan filed as Exhibit 10.39 to Amendment No. 1 to the Registration Statement of Form S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.
10.2				Addendum VIII to Sprint PCS Management Agreement and Sprint PCS Services Agreement, dated June 14, 2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., Sprint Communications Company L.P. and Washington Oregon Wireless, LLC, filed as Exhibit 10.65 to Amendment No. 1 to the Registration Statement on Form S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.
10.3				Addendum XII to Sprint PCS Management Agreement and Sprint PCS Services Agreement, dated June 14, 2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., Sprint Communications Company L.P. and Texas Telecommunications LP, filed as Exhibit 10.66 to Amendment No. 1 to the Registration Statement on Form S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.
10.4				Addendum VII to Sprint PCS Management Agreement and Sprint PCS Services Agreement, dated June 14, 2004, by and among Sprint Spectrum L.P., SprintCom, Inc., WirelessCo, L.P., Sprint Communications Company L.P. and Southwest PCS, L.P., filed as Exhibit 10.67 to Amendment No. 1 to the Registration Statement on Form S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.
10.5				Addendum XI to Sprint PCS Management Agreement and Sprint PCS Services Agreement, dated June 14, 2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., Sprint Communications Company L.P. and Alamosa Wisconsin Limited Partnership, filed as Exhibit 10.68 to Amendment No. 1 to the Registration Statement on Form S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.

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Exhibit Number				Exhibit Title
10.6				Addendum XII to Sprint PCS Management Agreement and Sprint PCS Services Agreement, dated June 14, 2004 by and among Sprint Spectrum L.P., WirelessCo, L.P., Sprint Communications Company L.P. and Alamosa Missouri, LLC, filed as Exhibit 10.69 to Amendment No. 1 to the Registration Statement on Form S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.
31.1*				Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*				Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*				Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*				Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+	Exhibit is a management contract.

*	Exhibit is filed herewith.

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