<SUBMISSION>
<ACCESSION-NUMBER>0000950136-01-500258
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010214
<ITEMS>7
<FILING-DATE>20010502
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALAMOSA DELAWARE INC
<CIK>0001097722
<ASSIGNED-SIC>3663
<IRS-NUMBER>752843707
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>001-15657
<FILM-NUMBER>1620542
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5225 S LOOP 289
<CITY>LUBBOCK
<STATE>TX
<ZIP>79407
<PHONE>8067221100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5225 S LOOP 289
<CITY>LUBBOCK
<STATE>TX
<ZIP>79407
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 8-K/A
                                    AMENDMENT
                                       TO
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest Event Reported)  February 14, 2001
                                                       ---------------------


                            ALAMOSA (DELAWARE), INC.
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



--------------------------------------------------------------------------------
          DELAWARE                       5-58523                75-2843707
------------------------------ -------------------------- ----------------------
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)     (I.R.S. EMPLOYER
      OF INCORPORATION)                                     IDENTIFICATION NO.)
--------------------------------------------------------------------------------



                     5225 S. Loop 289, Lubbock, Texas 79424
                     --------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



       (Registrant's Telephone Number, Including Area Code) (806) 722-1100
                                                           ----------------


          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>



         On February 28, 2001, the registrant filed an initial Current Report on
Form 8-K with the Securities and Exchange Commission, reporting the completion
of the acquisitions of Roberts Wireless Communications, L.L.C. ("Roberts"), a
Missouri limited liability company, and Washington Oregon Wireless, LLC ("WOW"),
an Oregon limited liability company, and the related reorganization. This report
amends Item 7, Financial Statements and Exhibits, to include the historical, pro
forma, and other financial information required by Item 7.

ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

(a)      FINANCIAL STATEMENT OF BUSINESS ACQUIRED:

         o    The Roberts Consolidated Financial Statements are hereby
              incorporated by reference to Exhibit 99.2 to Alamosa Holdings,
              Inc.'s Amendment to Current Report on Form 8-K, filed April 30,
              2001.

         o    The WOW Consolidated Financial Statements are hereby incorporated
              by reference to Exhibit 99.3 to Alamosa Holdings, Inc.'s
              Amendment to Current Report on Form 8-K, filed April 30, 2001.

(b)      PRO FORMA FINANCIAL INFORMATION:

         Pro forma financial information is attached as Exhibit 99.2 hereto.

(c)      EXHIBITS:

         2.1     Amended and Restated Agreement and Plan of Reorganization,
                 dated December 14, 2000, by and among Alamosa PCS Holdings,
                 Inc., Alamosa (Delaware), Inc., Alamosa Holdings, Inc., and
                 Alamosa Sub I, Inc., (incorporated by reference to Exhibit 2.1
                 to Alamosa Holdings, Inc.'s Registration Statement on Form
                 S-4, filed January 12, 2001).*

         2.2     Amended and Restated Agreement and Plan of Reorganization,
                 dated July 31, 2000, by and among Alamosa PCS Holdings, Inc.,
                 Alamosa Holdings, Inc., Alamosa Sub I, Inc. and Roberts
                 Wireless Communications, L.L.C. and the members of Roberts
                 Wireless Communications L.L.C., (incorporated by reference to
                 Exhibit 2.2 to Alamosa Holdings, Inc.'s Registration Statement
                 on Form S-4, filed January 12, 2001).*

         2.3     Amended and Restated Agreement and Plan of Reorganization,
                 dated July 31, 2000, by and among Alamosa PCS Holdings, Inc.,
                 Alamosa Holdings, Inc., Alamosa Sub I, Inc. and Washington
                 Oregon Wireless, LLC, certain members of Washington Oregon
                 Wireless, LLC and WOW Holdings, LLC, (incorporated by


-----------------------------
*  Incorporated by reference.

<PAGE>



                  reference to Exhibit 2.3 to Alamosa Holdings, Inc.'s
                  Registration Statement on Form S-4, filed January 12, 2001). *

         99.1     Press Release issued by Alamosa Holdings, Inc. on February 14,
                  2001.**

         99.2     Pro forma financial information.





























-----------------------------
**  Previously filed.


<PAGE>



                                    SIGNATURE


                  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 hereunder duly authorized.


Dated: May 2, 2001


                                            ALAMOSA (DELAWARE), INC.


                                            By:  /s/ Kendall W. Cowan
                                                 ------------------------------
                                                 Name:  Kendall W. Cowan
                                                 Title: Chief Financial Officer



<PAGE>


                                    EXHIBITS

         2.1      Amended and Restated Agreement and Plan of Reorganization,
                  dated December 14, 2000, by and among Alamosa PCS Holdings,
                  Inc., Alamosa (Delaware), Inc., Alamosa Holdings, Inc., and
                  Alamosa Sub I, Inc., (incorporated by reference to Exhibit 2.1
                  to Alamosa Holdings, Inc.'s Registration Statement on Form
                  S-4, filed January 12, 2001).*

         2.2      Amended and Restated Agreement and Plan of Reorganization,
                  dated July 31, 2000, by and among Alamosa PCS Holdings, Inc.,
                  Alamosa Holdings, Inc., Alamosa Sub I, Inc. and Roberts
                  Wireless Communications, L.L.C. and the members of Roberts
                  Wireless Communications L.L.C., (incorporated by reference to
                  Exhibit 2.2 to Alamosa Holdings, Inc.'s Registration Statement
                  on Form S-4, filed January 12, 2001).*

         2.3      Amended and Restated Agreement and Plan of Reorganization,
                  dated July 31, 2000, by and among Alamosa PCS Holdings, Inc.,
                  Alamosa Holdings, Inc., Alamosa Sub I, Inc. and Washington
                  Oregon Wireless, LLC, certain members of Washington Oregon
                  Wireless, LLC and WOW Holdings, LLC, (incorporated by
                  reference to Exhibit 2.3 to Alamosa Holdings, Inc.'s
                  Registration Statement on Form S-4, filed January 12, 2001). *

         99.1     Press Release issued by Alamosa Holdings, Inc. on February 14,
                  2001.**

         99.2     Pro forma financial information.

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

*   Incorporated by reference.
**  Previously filed.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>2
<FILENAME>file002.txt
<DESCRIPTION>PRO FORMA FINANCIAL INFORMATION
<TEXT>

<PAGE>


                                                                    Exhibit 99.2
                                                                    ------------

                            ALAMOSA (DELAWARE), INC.
                   SELECTED UNAUDITED PRO FORMA FINANCIAL DATA


The following unaudited pro forma condensed combined financial statements
combine the historical balance sheets and statements of operations of Alamosa
(Delaware), Inc. ("Alamosa"), Roberts, and WOW. These unaudited pro forma
financial statements give effect to the January 31, 2001 issuance of 12 1/2%
senior notes by Alamosa and the acquisitions of Roberts and WOW using the
purchase method of accounting. To assist you in your analysis of the financial
aspects of each of these transactions, both individually and combined, we have
presented this set of unaudited pro forma condensed combined financial
statements to demonstrate the financial aspects of the combined transaction.

We derived this information from the audited financial statements of Alamosa,
Roberts and WOW for the year ended December 31, 2000. This information is only a
summary and should be read in conjunction with the historical financial
statements and related notes contained elsewhere herein for the period
presented.

The unaudited pro forma condensed combined statement of operations for the year
ended December 31, 2000 assumes that the issuance of the 12 1/2% senior notes
and the acquisitions of Roberts and WOW were effected on January 1, 2000. The
unaudited pro forma condensed combined balance sheet as of December 31, 2000
gives effect to the issuance of the outstanding notes and the acquisitions of
Roberts and WOW as if they had occurred on December 31, 2000. The accounting
policies of Alamosa, Roberts and WOW are comparable. Certain reclassifications
have been made to Roberts' and WOW's historical presentation to conform to
Alamosa's presentation. These reclassifications do not materially impact
Alamosa's, Roberts' or WOW's operations or financial position for the periods
presented.

The pro forma adjustments, which are based upon available information and upon
certain assumptions that we believe are reasonable, are described in the
accompanying notes. The actual allocation of these adjustments will be different
and the difference may be material.

We are providing the unaudited pro forma condensed combined financial
information for illustrative purposes only. The companies may have performed
differently had they always been combined. You should not rely on the unaudited
pro forma condensed combined financial information as being indicative of the
historical results that would have been achieved had the companies always been
combined or the future results that the combined company will experience.



<PAGE>




                             ALAMOSA (DELAWARE), INC.
                     (FORMERLY ALAMOSA PCS HOLDINGS, INC.)
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                             AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>



                                                                                           Issuance of
                                                                        Historical           12 1/2%
                                                                         Alamosa           Senior Notes              Subtotal
                                                                         -------           ------------              --------
                                                                                             (Note 1)
<S>                                                                     <C>                 <C>                      <C>
 ASSETS
 Current assets:
      Cash and cash equivalents                                         $ 141,768,167       $ 182,000,000            $ 323,768,167
      Restricted cash                                                               -          59,000,000  (1a)         59,000,000
      Short-term investments                                                1,600,000                   -                1,600,000
      Accounts receivable, net                                             14,746,930                   -               14,746,930
      Inventory                                                             2,752,788                   -                2,752,788
      Prepaid expenses and other assets                                     4,072,645                   -                4,072,645
                                                                        -------------       -------------            -------------
          Total current assets                                            164,940,530         241,000,000              405,940,530

 Property and equipment, net                                              228,982,869                   -              228,982,869
 Notes receivable from Roberts and Roberts Holdings' members               46,865,233                   -               46,865,233
 Debt issuance costs, net                                                  13,108,376           9,000,000  (1b)         22,108,376
 Intangible and other noncurrent assets                                     4,501,005                   -                4,501,005
                                                                                                                                 -
          Total assets                                                  $ 458,398,013       $ 250,000,000            $ 708,398,013
                                                                        =============       =============            =============

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
      Accounts payable and accrued expenses                              $ 59,749,061                 $ -             $ 59,749,061
      Accounts payable to related parties                                   1,636,745                   -                1,636,745
      Current notes payable and installments of capital leases                 35,778                   -                   35,778
      Microwave relocation obligation and other current liabilities                 -                   -                        -
                                                                        -------------       -------------            -------------
          Total current liabilities                                        61,421,584                   -               61,421,584

      Capital lease obligations, noncurrent                                 1,038,614                   -                1,038,614
      Long-term debt                                                      263,804,132         250,000,000              513,804,132
      Deferred tax and other noncurrent liabilities                           735,593                   -                  735,593
                                                                        -------------       -------------            -------------
          Total liabilities                                               326,999,923         250,000,000              576,999,923
                                                                        -------------       -------------            -------------

 Commitments and contingencies

 Shareholders' equity:
      Preferred stock                                                               -                   -                        -
      Shareholders' equity (deficit)/members' equity (deficit)            132,510,903                   -              132,510,903
      Unearned compensation                                                (1,112,813)                  -               (1,112,813)
                                                                        -------------       -------------            -------------
          Total shareholders' equity                                      131,398,090                   -              131,398,090
                                                                        -------------       -------------            -------------

          Total liabilities, redeemable preferred stock and
            shareholders' equity                                        $ 458,398,013       $ 250,000,000            $ 708,398,013
                                                                        =============       =============            =============


<CAPTION>

                                                                                                  Roberts Merger
                                                                                        ---------------------------------
                                                                       Alamosa            Historical
                                                                      Pro Forma             Roberts           Pro Forma
                                                                     Adjustments           Wireless          Adjustments
                                                                     -----------           --------          -----------
                                                                      (Note 2)                                (Note 3)
<S>                                                                             <C>                  <C>                <C>
 ASSETS
 Current assets:
      Cash and cash equivalents                                                 $ -                  $ -                $ -
      Restricted cash                                                             -                    -                  -
      Short-term investments                                                      -                    -                  -
      Accounts receivable, net                                                    -            3,704,786           (952,183) (3g)
      Inventory                                                                   -            1,156,207                  -
      Prepaid expenses and other assets                                  42,717,944              364,296         (1,045,785) (3f)
                                                                       ------------         ------------      -------------
          Total current assets                                           42,717,944            5,225,289         (1,997,968)

 Property and equipment, net                                                      -           67,136,728         (7,095,293)
 Notes receivable from Roberts and Roberts Holdings' members                      -           16,375,106        (37,000,000) (3f)
 Debt issuance costs, net                                                         -            1,849,450         (1,849,450)
 Intangible and other noncurrent assets                                 (42,717,944)           6,403,772        447,560,622  (3a)
                                                                       ------------         ------------      -------------
          Total assets                                                          $ -         $ 96,990,345      $ 399,617,911
                                                                       ============         ============      =============

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
      Accounts payable and accrued expenses                                     $ -         $ 18,616,283       $ (1,997,968) (3f,g)
      Accounts payable to related parties                                         -                    -                  -
      Current notes payable and installments of capital leases                    -           37,320,272        (37,000,000) (3f)
      Microwave relocation obligation and other current liabilities               -                    -                  -
                                                                       ------------         ------------      -------------
          Total current liabilities                                               -           55,936,555        (38,997,968)

      Capital lease obligations, noncurrent                                       -                    -                  -
      Long-term debt                                                              -           56,000,000          8,940,164
      Deferred tax and other noncurrent liabilities                               -                    -        123,241,331  (3b)
                                                                       ------------         ------------      -------------
          Total liabilities                                                       -          111,936,555         93,183,527
                                                                       ------------         ------------      -------------

 Commitments and contingencies

 Shareholders' equity:
      Preferred stock                                                             -                    -                  -
      Shareholders' equity (deficit)/members' equity (deficit)                    -          (14,946,210)       307,019,008
      Unearned compensation                                                       -                    -           (584,624) (3c)
                                                                       ------------         ------------      -------------
          Total shareholders' equity                                              -          (14,946,210)       306,434,384
                                                                       ------------         ------------      -------------

          Total liabilities, redeemable preferred stock and
            shareholders' equity                                       $          -         $ 96,990,345      $ 399,617,911
                                                                       ============         ============      =============



<CAPTION>

                                                                                 WOW Merger
                                                                      --------------------------------

                                                                      Historical            Pro Forma
                                                                          WOW              Adjustments                Total
                                                                      ----------           -----------                -----
                                                                                            (Note 4)
<S>                                                                      <C>                          <C>            <C>
 ASSETS
 Current assets:
      Cash and cash equivalents                                          $ 8,441,896                  $ -            $ 332,210,063
      Restricted cash                                                              -                    -               59,000,000
      Short-term investments                                                       -                    -                1,600,000
      Accounts receivable, net                                               552,018             (641,723) (4g)         17,409,828
      Inventory                                                              510,089                    -                4,419,084
      Prepaid expenses and other assets                                      273,632                    -               46,382,732
                                                                        ------------        -------------           --------------
          Total current assets                                             9,777,635             (641,723)             461,021,707

 Property and equipment, net                                              36,686,735                    -              325,711,039
 Notes receivable from Roberts and Roberts Holdings' members                       -           (9,865,233) (4f)         16,375,106
 Debt issuance costs, net                                                  1,479,324           (1,479,324)              22,108,376
 Intangible and other noncurrent assets                                      149,232          207,133,426  (4a)        623,030,113
                                                                        ------------        -------------           --------------
          Total assets                                                  $ 48,092,926        $ 195,147,146           $1,448,246,341
                                                                        ============        =============           ==============

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
      Accounts payable and accrued expenses                              $ 7,825,710           $ (622,998) (4g)       $ 83,570,088
      Accounts payable to related parties                                          -                    -                1,636,745
      Current notes payable and installments of capital leases             9,865,233           (9,865,233) (4f)            356,050
      Microwave relocation obligation and other current liabilities                -                    -                        -
                                                                        ------------        -------------           --------------
          Total current liabilities                                       17,690,943          (10,488,231)              85,562,883

      Capital lease obligations, noncurrent                                        -                    -                1,038,614
      Long-term debt                                                      30,960,318           17,602,302              627,306,916
      Deferred tax and other noncurrent liabilities                                -           57,036,741              181,013,665
                                                                        ------------        -------------           --------------
          Total liabilities                                               48,651,261           64,150,812              894,922,078
                                                                        ------------        -------------           --------------

 Commitments and contingencies

 Shareholders' equity:
      Preferred stock                                                              -                    -                        -
      Shareholders' equity (deficit)/members' equity (deficit)              (558,335)         130,996,334              555,021,700
      Unearned compensation                                                        -                    -               (1,697,437)
                                                                        ------------        -------------           --------------
          Total shareholders' equity                                        (558,335)         130,996,334              553,324,263
                                                                        ------------        -------------           --------------

          Total liabilities, redeemable preferred stock and
            shareholders' equity                                        $ 48,092,926        $ 195,147,146           $1,448,246,341
                                                                        ============        =============           ==============

</TABLE>



<PAGE>


                             ALAMOSA (DELAWARE), INC.
                     (FORMERLY ALAMOSA PCS HOLDINGS, INC.)
         UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>


                                                                               Issuance of                            Alamosa
                                                             Historical          12 1/2%                            Pro Forma
                                                               Alamosa         Senior Notes         Subtotal        Adjustments
                                                               -------         ------------         --------        -----------
                                                                                 (Note 1)                            (Note 2)
<S>                                                            <C>                        <C>       <C>                        <C>
Revenues:
     Service revenues                                          $ 73,499,638               $ -       $ 73,499,638               $ -
     Product sales                                                9,200,669                 -          9,200,669                 -
                                                              -------------     -------------     --------------      ------------
         Total revenue                                           82,700,307                 -         82,700,307                 -
                                                              -------------     -------------     --------------      ------------

Costs and expenses:
     Cost of service and operations                              54,593,689                 -         54,593,689                 -
       Cost of service and operations - related parties                                     -                  -                 -
     Cost of products sold                                       20,524,427                 -         20,524,427                 -
     Selling and marketing                                       46,513,835                 -         46,513,835                 -
       Selling and marketing - related parties                                              -                  -                 -
     General and administrative expenses                          9,537,510                 -          9,537,510                 -
     Selling, general and administrative                                  -                 -                  -                 -
     Equity participation compensation expense                    5,650,625                 -          5,650,625                 -
     General and administrative - related parties                         -                 -                  -                 -
     Terminated merger and acquisition costs                      2,246,789                            2,246,789                 -
     Depreciation and amortization                               12,530,038                 -         12,530,038                 -
                                                              -------------     -------------     --------------      ------------
         Total costs and expenses                               151,596,913                 -        151,596,913                 -
                                                              -------------     -------------     --------------      ------------

         Loss from operations                                   (68,896,606)                -        (68,896,606)                -

Interest and other income                                        14,483,431                 -         14,483,431                 -
Interest expense                                                (25,774,925)      (32,150,000)       (57,924,925)          (77,542)
                                                              -------------     -------------     --------------      ------------
     Loss before income tax benefit                             (80,188,100)      (32,150,000)      (112,338,100)          (77,542)

Income tax benefit                                                        -                 -                  -        42,717,944
                                                              -------------     -------------     --------------      ------------
     Net income/(loss)                                        $ (80,188,100)    $ (32,150,000)    $ (112,338,100)     $ 42,640,402
                                                              =============     =============     ==============      ============


         Net loss per common share, basic and diluted               $ (1.33)

         Weighted average common shares outstanding,
           basic and diluted                                     60,198,390




<CAPTION>
                                                                      Roberts Merger
                                                          -----------------------------------
                                                            Historical
                                                             Roberts             Pro Forma
                                                             Wireless           Adjustments
                                                             --------           -----------
                                                                                  (Note 3)
<S>                                                          <C>                           <C>
Revenues:
     Service revenues                                        $ 13,413,135                  $ -
     Product sales                                              1,315,616                    -
                                                            -------------        -------------
         Total revenue                                         14,728,751                    -
                                                            -------------        -------------

Costs and expenses:
     Cost of service and operations                            10,004,526                    -
       Cost of service and operations - related parties                 -                    -
     Cost of products sold                                      2,493,853                    -
     Selling and marketing                                      6,975,964                    -
       Selling and marketing - related parties                          -                    -
     General and administrative expenses                        2,507,262              350,000  (3c)
     Selling, general and administrative                                -                    -
     Equity participation compensation expense                          -              116,925  (3c)
     General and administrative - related parties                       -                    -
     Terminated merger and acquisition costs                            -                    -
     Depreciation and amortization                              5,671,944           24,027,603  (3d)
                                                            -------------        -------------
         Total costs and expenses                              27,653,549           24,494,528
                                                            -------------        -------------

         Loss from operations                                 (12,924,798)         (24,494,528)

Interest and other income                                          98,085                    -
Interest expense                                               (3,279,364)          (1,151,046) (3e)
                                                            -------------        -------------
     Loss before income tax benefit                           (16,106,077)         (25,645,574)

Income tax benefit                                                      -           13,325,584  (3d)
                                                            -------------        -------------
     Net income/(loss)                                      $ (16,106,077)       $ (12,319,990)
                                                            =============        =============


         Net loss per common share, basic and diluted

         Weighted average common shares outstanding,
           basic and diluted




<CAPTION>
                                                                       WOW Merger
                                                           --------------------------------

                                                           Historical           Pro Forma
                                                              WOW              Adjustments                   Total
                                                              ---              -----------                   -----
                                                                                 (Note 4)
<S>                                                          <C>                          <C>               <C>
Revenues:
     Service revenues                                        $ 1,823,485                  $ -               $ 88,736,258
     Product sales                                               682,576                    -                 11,198,861
                                                           -------------         ------------             --------------
         Total revenue                                         2,506,061                    -                 99,935,119
                                                           -------------         ------------             --------------

Costs and expenses:
     Cost of service and operations                            4,373,599                    -                 68,971,814
       Cost of service and operations - related parties                -                    -                          -
     Cost of products sold                                     1,750,059                    -                 24,768,339
     Selling and marketing                                     4,106,230                    -                 57,596,029
       Selling and marketing - related parties                         -                    -                          -
     General and administrative expenses                       4,218,699                    -                 16,613,471
     Selling, general and administrative                               -                    -                          -
     Equity participation compensation expense                         -                    -                  5,767,550
     General and administrative - related parties                158,649                    -                    158,649
     Terminated merger and acquisition costs                           -                    -                  2,246,789
     Depreciation and amortization                             1,432,661           11,443,836  (4c)           55,106,082
                                                           -------------         ------------             --------------
         Total costs and expenses                             16,039,897           11,443,836                231,228,723
                                                           -------------         ------------             --------------

         Loss from operations                                (13,533,836)         (11,443,836)              (131,293,604)

Interest and other income                                        155,966                    -                 14,737,482
Interest expense                                                (978,159)          (2,266,296) (4d)          (65,677,332)
                                                           -------------         ------------             --------------
     Loss before income tax benefit                          (14,356,029)         (13,710,132)              (182,233,454)

Income tax benefit                                                     -            9,467,685 (4c)            65,511,213
                                                           -------------         ------------             --------------
     Net income/(loss)                                     $ (14,356,029)        $ (4,242,447)            $ (116,722,241)
                                                           =============         ============             ==============


         Net loss per common share, basic and diluted                                                            $ (1.46)

         Weighted average common shares outstanding,
           basic and diluted                                                                                  79,748,390


</TABLE>


<PAGE>


    SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION AND OPERATING DATA



<TABLE>
<CAPTION>

                                                       Year Ended
                                                   December 31, 2000
                                           --------------------------------------------
                                                                     Pro Forma
                                            Historical              As Adjusted
                                            ----------              -----------
<S>                                           <C>                      <C>
 SELECTED OPERATING DATA:
 Revenues:
     Service revenues                         $ 73,499,638             $ 88,736,258
     Product sales                               9,200,669               11,198,861
                                             -------------            -------------
       Total revenue                            82,700,307               99,935,119
                                             -------------            -------------

 Costs and expenses                            151,596,913              231,228,723
 Interest and other income/(expense)           (11,291,494)             (50,939,850)
 Income tax benefit                                      -               65,511,213
                                             -------------            -------------
 Net income/(loss)                           $ (80,188,100)           $(116,722,241)
                                             =============            =============


 OTHER FINANCIAL DATA:
 Capital expenditures (1)                    $ 136,904,260            $ 225,843,065


                                                  As of December 31, 2000
                                            -----------------------------------------
                                                                     Pro Forma
                                            Historical              As Adjusted
                                            ----------              -----------
 SELECTED BALANCE SHEET DATA:
 Cash and cash equivalents                   $ 141,768,167            $ 332,210,063
 Restricted cash                                         -               59,000,000
 Short-term investments                          1,600,000                1,600,000
 Property and equipment, net                   228,982,869              325,711,039
 Total assets                                  458,398,013            1,448,246,341
 Accounts payable and accrued expenses          59,749,061               83,570,088
 Long-term debt                                263,804,132              627,306,916
 Total liabilities                             326,999,923              894,922,078
 Total shareholders' equity                    131,398,090              553,324,263

</TABLE>

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

 (1) Capital expenditures represent additions to property and equipment.


<PAGE>


                           COMPARATIVE PER SHARE DATA


<TABLE>
<CAPTION>

                                                       Year Ended
                                                      December 31, 2000
                                           ----------------------------------------
                                                                    Pro Forma
                                            Historical             As Adjusted
                                            ----------             -----------
<S>                                          <C>                      <C>
     ALAMOSA
      Net loss per share                     $ (1.33)                 $ (1.46)
      Book value per share                      2.14                     6.84

</TABLE>








<PAGE>


NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - ADJUSTMENTS FOR ISSUANCE OF 12 1/2% SENIOR NOTES

Adjustments have been made to Alamosa's historical financial statements to
illustrate the effects of the January 31, 2001 issuance of the 12 1/2% senior
notes in the amount of $250 million by Alamosa.

(1a)   Approximately $59.0 million of the net proceeds were used to establish a
       security account to secure payment on a pro rata basis the payment
       obligations under the 12 1/2% senior notes and Alamosa's existing
       12 7/8% senior discount notes.

(1b)   Debt issuance costs, comprised of a 3% commitment fee and $1.5 million of
       other expenses, will be amortized on a straight-line basis over the
       ten-year life of the senior notes.

NOTE 2 - ALAMOSA PRO FORMA ADJUSTMENTS

The pro forma income tax expense adjustments to Alamosa's historical financial
statements represent the reversal of the deferred tax asset valuation allowance
and the resulting recognition of its deductible net operating loss carry
forwards. These adjustments were based on an assessment of the combined past and
expected future taxable income of Alamosa and expected reversals of the
temporary differences from the Roberts and WOW mergers.

On December 20, 2000, we announced that we had entered into a commitment letter
with a group of banks providing for a new senior credit facility of up to $280
million, to be made to Alamosa Holdings, LLC. The senior secured credit facility
was closed and initial funding of $150 million was made on February 14, 2001 in
connection with the completion of the Roberts and WOW mergers. A portion of the
proceeds of the credit facility were used to refinance Alamosa's existing credit
facility, to fund the cash portion of the consideration in the Roberts and WOW
mergers, and to pay transaction costs. On March 30, 2001, the senior credit
facility was increased from $280 million to $333 million. The additional $53
million was used to pay off the secured portion of Southwest's $82 million of
debt assumed in the closing of the merger. Remaining proceeds will be used for
general corporate purposes, including funding capital expenditures, subscriber
acquisition costs and marketing costs, purchase of


                                       4

<PAGE>


spectrum and working capital needs. The credit facility is comprised of a term
facility of $293 million and a revolving credit facility of $40 million, each
with a term of seven years. The rate of interest will be based on LIBOR plus an
interest margin.

The pro forma adjustment to interest expense reflects Alamosa's incremental
expense based on the new rate of interest applicable under the senior secured
credit facility.


NOTE 3 - THE ROBERTS MERGER

Pursuant to the Roberts reorganization agreement, the members of Roberts formed
Roberts Wireless Holdings, L.L.C., which held all of the outstanding membership
interest of Roberts. On February 14, 2001, Roberts Holdings merged with and into
Alamosa Holdings Inc., our parent company ("Alamosa Holdings"). Each unit of
membership interest of Roberts Holdings was converted into the right to receive
(i) 675 shares of Alamosa Holdings common stock, and (ii) up to $200 in cash,
without any interest thereon. The aggregate consideration paid in the Roberts
merger was 13,500,000 shares of Alamosa Holdings common stock and $4.0 million
in cash. Alamosa also assumed the net debt of Roberts, which amounted to
approximately $56.0 million.

To obtain the consent of Sprint PCS to the terms of the Roberts reorganization
agreement, Alamosa agreed to make certain payments to Sprint PCS if Roberts did
not meet its network build-out timetables in certain markets. With respect to
each of these markets for which the target dates have passed, Roberts either has
met all launch and build-out requirements or has been granted an extension by
Sprint PCS under a "force majeure" exception.

The unaudited pro forma condensed combined balance sheet and unaudited pro forma
condensed combined statement of operations have been adjusted for the Roberts
merger, which includes Alamosa's acquisition of Roberts in exchange for cash and
stock in Alamosa Holdings. The Roberts merger will be accounted for using the
purchase method of accounting.

The pro forma adjustments represent the purchase accounting adjustments
necessary to reflect the Roberts merger. The aggregate purchase price was
calculated as follows:

<TABLE>
<S>                                                                             <C>
    Outstanding membership interests of Roberts Holdings                                  20,000
       Exchange ratio per membership interest                                                675
                                                                                   -------------
       Equivalent Holding Company trading common shares                               13,500,000
       Average trading price                                                       $       21.56 (i)
                                                                                   -------------
           Subtotal                                                                $ 291,060,000
       Cash consideration                                                              4,000,000
       Fair market value of stock options issued                                         428,175 (ii)
       Merger-related costs                                                            4,940,164 (iii)
       Assumed deferred tax liability                                                123,241,331 (3b)
                                                                                   =============
           Total consideration                                                     $ 423,669,670
                                                                                   =============

Goodwill was calculated as follows:

     Total consideration                                                           $ 423,669,670
     Less:
       Roberts members' equity at December 31, 2000                                  (14,946,210)
       Write-off deferred debt issuance costs and other intangible assets             (8,228,343)
       Excluded assets                                                                (7,095,293) (iv)
       Estimated fair value of Sprint PCS affiliation and operating agreements       330,698,185
                                                                                 --------------
         Goodwill                                                                  $ 123,241,331
                                                                                 ==============
</TABLE>

 (i) The average trading price is based on the average of the closing prices of
     Alamosa common stock for the two days before, the day of, and the two days
     after the date of the announcement of the Roberts merger, July 31, 2000.

(ii) Pursuant to the Roberts reorganization agreement, at the closing of the
     Roberts merger, Alamosa Holdings issued stock options to purchase a total
     of 45,000 shares of Alamosa Holdings common stock to former employees and
     consultants of Roberts identified by Michael and Steven Roberts prior to
     closing. It is not anticipated that these employees and consultants will be
     providing services to Alamosa in the future. The options will have an
     exercise price of 90% of the market value of Alamosa Holdings common stock
     on the date of grant, which was February 14, 2001. The fair value of the
     stock options was based on a Black-Scholes valuation and has been recorded
     as additional consideration.

                                       5

<PAGE>

(iii) Costs of the Roberts merger have been included as additional purchase
price and are:


  Investment banking fees                    $ 2,356,639
  Legal, accounting and other                  2,583,525
                                             ===========
    Total merger-related costs               $ 4,940,164
                                             ===========


(iv) Pursuant to the Roberts reorganization agreement, Roberts transferred to
     the members, Roberts Tower Company or other entities controlled by them,
     $7,095,293 of real estate, towers, base stations and retail store sites
     that were funded directly or indirectly with capital contributions to
     Roberts by the members.


We have preliminarily allocated the excess of the estimated purchase price over
the estimated fair value of the net tangible identifiable assets acquired to the
Sprint PCS affiliation and operating agreements ($330,698,185) and goodwill
($123,241,331). A deferred tax liability has been assumed for the difference
between the reported amounts allocated to the Sprint PCS affiliation and
operating agreements and the underlying tax basis. The final allocation of the
excess purchase price over net identifiable assets, which will be determined by
an independent appraiser, will include, if applicable, recognition of fair value
adjustments to the tangible assets, liabilities and identifiable intangible
assets, including the Sprint PCS affiliation and operating agreements,
intellectual property, subscriber lists and residual goodwill. For illustrative
purposes, we have amortized all intangible assets over a period of 18.7 years to
reflect the remaining term of the underlying Sprint PCS affiliation and
operating agreements from the assumed date of the closing of the reorganization,
which for purposes of this presentation is December 31, 2000.

(3a) The value assigned to the Sprint PCS affiliation and operating agreements
     of $330,698,185 and goodwill of $123,241,331 is recorded as a pro forma
     adjustment to the unaudited pro forma combined condensed balance sheet,
     less the write off of existing intangible assets of $6,378,893.

(3b) A deferred tax liability has been recorded for the differences between the
     estimated fair value and tax bases of the Roberts assets acquired and
     liabilities assumed. We have assumed the estimated fair value of the assets
     acquired, other than the Sprint PCS affiliation and operating agreements,
     and liabilities assumed are equal to their tax bases. The effective tax
     rate of 38% is an estimate of the composite federal and state income tax
     rates. The deferred tax liability has been calculated as follows:


<TABLE>
<CAPTION>
                                                   Estimated          Tax       Temporary
                                                   Fair Value        Basis       Difference
                                                  ------------    ------------   -----------
<S>                                               <C>             <C>            <C>
Sprint PCS affiliation and operating agreements   $330,698,185    $  6,378,893   $324,319,292
Estimated effective tax rate                                                               38%
                                                                                 ------------
Deferred tax liability                                                           $123,241,331
                                                                                 ============

</TABLE>


(3c) Represents the estimated cost associated with Michael Roberts', Steven
     Roberts' and Kay Gabbert's five-year consulting agreements. The aggregate
     annual cost of these consulting agreements totals $350,000 and has been
     recorded as compensation expense. In addition, as part of Ms. Gabbert's
     five-year consulting agreement, she will receive options for 40,000 shares
     of Alamosa Holdings' common stock vesting over five years, at an exercise
     price of 90% of the market value of Alamosa's common stock on July 1, 2000.
     The fair value associated with these stock options was based on a
     Black-Scholes valuation and has been recorded as unearned compensation
     amortized over five years.

(3d) The pro forma adjustment to depreciation and amortization expense reflects
     the incremental amortization expense related to the intangible assets as if
     the Roberts merger occurred on January 1, 2000. The intangible assets
     related to the Sprint PCS affiliation and operating agreements and goodwill
     were amortized over 18.7 years. This amount totals $24,027,603 for the year
     ended December 31, 2000. These amounts are exclusive of similar
     amortization expense already recorded by Roberts. A deferred tax benefit
     has been recorded for the Roberts NOL bsaed on the expectation of its
     realizability.

(3e) The pro forma adjustment reflects an increase in interest expense related
     to the incremental debt to fund the cash consideration of the Roberts
     merger and merger-related costs, assuming an annual interest rate of 12
     7/8%. This interest rate is based on the terms of a new senior credit
     facility as discussed in Note 1. This interest amount totals $1,151,046 for
     the year ended December 31, 2000. A 1/8% variance in interest rates would
     increase or decrease interest expense by $11,175 for the year ended
     December 31, 2000.

(3f) The pro forma adjustment represents entries to eliminate Alamosa's note
     receivable and Roberts' corresponding note payable and related interest of
     $1,045,785 obtained pursuant to the loan agreements dated July 31, 2000
     whereby Alamosa Operations agreed to lend up to $26.6 million to Roberts
     and up to $15.0 million to the owners of Roberts to be used for the
     purpose of funding Roberts' working capital needs through the completion
     of the merger. As of December 31, 2000, $37.0 million had been funded
     under the loan agreements. At the completion of the Roberts acquisition,
     the Roberts promissory note was transferred to Alamosa and contributed as
     equity to its wholly owned subsidairy, Alamosa Holdings, LLC.

                                       6

<PAGE>


(3g) The pro forma adjustment represents entries to eliminate Alamosa's
     receivables and Roberts' corresponding payables generated pursuant to the
     services agreement dated July 31, 2001 whereby Alamosa Operations agreed to
     provide various services in connection with the operation of Roberts'
     business. Under the terms of the agreement, Roberts was to pay Alamosa a
     management fee of $100,000 per month and reimburse Alamosa for certain
     costs and expenses incurred by or paid by Alamosa pursuant to the
     agreement. As of December 31, 2000, these amounts totaled $600,000 and
     $352,183, respectively.


NOTE 4 - THE WOW MERGER

Pursuant to the WOW reorganization agreement, the members of WOW formed WOW
Holdings, LLC, which held all of the outstanding membership interest of WOW. On
February 14, 2001, WOW Holdings merged with and into Alamosa Holdings. Each unit
of membership interest of WOW Holdings was converted into the right to receive
(i) 0.19171 shares of Alamosa Holdings common stock, and (ii) $0.396 in cash,
without any interest thereon. The aggregate consideration paid in the WOW merger
was 6,050,000 shares of Alamosa Holdings common stock and $12.5 million in cash.
Alamosa assumed the net debt of WOW which amounted to approximately
$31.0 million.

The unaudited pro forma condensed combined balance sheet and unaudited pro forma
condensed combined statement of operations have been adjusted for the WOW
merger, which includes Alamosa's acquisition of WOW in exchange for cash
and stock in Alamosa Holdings. The WOW merger will be accounted for using the
purchase method of accounting.

The pro forma adjustments represent the purchase accounting adjustments
necessary to reflect the WOW merger. The aggregate purchase price was calculated
as follows:

<TABLE>
<S>                                                                              <C>
       Outstanding Membership interests of WOW Holdings                              31,558,046
       Exchange ratio per membership interest                                           0.19171
                                                                                  -------------
       Equivalent Holding Company trading common shares                               6,050,000
       Average trading price                                                      $       21.56 (i)
                                                                                  -------------
           Subtotal                                                               $ 130,438,000
       Cash consideration                                                            12,500,000
       Merger-related costs                                                           3,074,587 (ii)
       Assumption of value appreciation plan obligations                              1,028,088 (iii)
       Assumed deferred tax liability                                                57,036,741 (4b)
                                                                                  =============
           Total consideration                                                    $ 204,077,416
                                                                                  =============

Goodwill was calculated as follows:

       Total consideration                                                        $ 204,077,416
       Less:
        WOW members' equity at December 31, 2000, less investment banking fees       (1,576,687)(ii)
        Write-off deferred debt issuance costs                                       (1,479,324)
        Estimated fair value of Sprint PCS affiliation and operating agreements     150,096,686
                                                                                  -------------
           Goodwill                                                               $  57,036,741
                                                                                  =============
</TABLE>

(i)  The average trading price is based on the average of the closing prices of
     Alamosa's common stock for the two days before, the day of, and the two
     days after the date of the announcement of the WOW merger, July 31, 2000.

(ii) Costs of the WOW merger have been included as additional purchase price and
     are:



 Investment banking fees                      $ 1,213,868
 Legal, accounting and other                    1,509,472
 Severance obligations                            351,247
                                          ================
      Total merger-related costs              $ 3,074,587
                                          ================


                                       7
<PAGE>


     Under the terms of the WOW merger, Alamosa has agreed to also pay WOW's
     investment banking fees associated with the merger of $1,018,352. These
     fees have not been included in the preceding table. No pro forma adjustment
     was recorded in WOW's pro forma condensed statement of operations given the
     one-time nature of the charge. In calculating goodwill, the estimated fees
     were deducted from WOW's members' equity at December 31, 2000.

(iii)Pursuant to the WOW reorganization agreement, at the request of Alamosa,
     WOW terminated its value appreciation plan before completion of the WOW
     merger and all participants of the value appreciation plan became fully
     vested. Alamosa assumed the obligations owed under the value appreciation
     plan both to Mitchell Moore and one other WOW employee whom Alamosa
     elected to employ. The obligation owed under the value appreciation plan
     was recorded as additional purchase price. The agreement stipulates that
     Mitchell Moore received a fixed value of $1,000,000 in satisfaction of the
     obligation to him. All of the obligation to Mr. Moore and one-third of the
     remaining obligation was paid on the date of completion of the WOW merger.
     The remaining amount ($18,725) is payable in equal installments six and
     twelve months after the date of completion of the WOW merger, regardless of
     the employee's employment status.

We have preliminarily allocated the excess of the estimated purchase price over
the estimated fair value of the net tangible identifiable assets acquired to the
Sprint PCS affiliation and operating agreements ($150,096,686) and goodwill
($57,036,741). A deferred tax liability has been assumed for the difference
between the reported amounts allocated to the Sprint PCS affiliation and
operating agreements and the underlying tax basis. The final allocation of the
excess purchase price over net identifiable assets, which will be determined by
an independent appraiser, will include, if applicable, recognition of fair value
adjustments to the tangible assets, liabilities and identifiable intangible
assets, including the Sprint PCS affiliation and operating agreements,
intellectual property and residual goodwill. For illustrative purposes, we have
amortized all intangible assets over a period of 18.1 years to reflect the
remaining term of the underlying Sprint PCS affiliation and operating agreements
from the assumed date of the closing of the reorganization.

(4a) The value assigned to the Sprint PCS affiliation and operating agreements
     of $150,096,686 and goodwill of $57,036,741 has been recorded as a pro
     forma adjustment to the unaudited pro forma combined condensed balance
     sheet.

(4b) A deferred tax liability has been recorded for the differences between the
     estimated fair value and tax bases of the WOW assets acquired and
     liabilities assumed. We have assumed the estimated fair value of the assets
     acquired, other than the Sprint PCS affiliation and operating agreements,
     and liabilities assumed are equal to their tax bases. The effective tax
     rate of 38% is an estimate of the composite federal and state income tax
     rates. The deferred tax liability has been calculated as follows:
<TABLE>
<CAPTION>
                                                      Estimated            Tax         Temporary
                                                     Fair Value           Basis        Difference
                                                    -------------       -----------   -------------
<S>                                                 <C>                  <C>          <C>
Sprint PCS affiliation and operating agreements     $ 150,096,686        $ --         $ 150,096,686
Estimated effective tax rate                                                                     38%
                                                                                      =============
Deferred tax liability                                                                $  57,036,741
                                                                                      =============
</TABLE>


(4c) The pro forma adjustment to depreciation and amortization expense reflects
     the amortization of the intangible assets over 18.1 years recognized as if
     the WOW merger occurred on January 1, 2000. This amount totals $11,443,836
     for the year ended December 31, 2000. A deferred tax benefit has been
     recorded for the WOW NOL based on the expectation of its realizability.

(4d) The pro forma adjustment reflects an increase in interest expense related
     to the incremental debt to fund the cash consideration of the WOW merger
     and merger-related costs, assuming an annual interest rate of 12 7/8%. This
     interest rate is based on the terms of a new senior credit facility as
     discussed in Note 1. This amount totals $2,266,296 for the year ended
     December 31, 2000. A 1/8% variance in interest rates would increase or
     decrease interest expense by $22,003 for the year ended December 31, 2000.

(4e) The pro forma adjustment represents entries to eliminate Alamosa's note
     receivable and WOW's corresponding note payable obtained pursuant to the
     loan agreement dated July 31, 2000 whereby Alamosa Operations agreed to
     lend up to $11.0 million to WOW to be used for the purpose of funding WOW's
     working capital needs through the completion of the merger. As of December
     31, 2000, $9,865,233 had been funded under the loan agreement. At the
     completion of the WOW acquisition, the WOW promissory note was transferred
     to Alamosa and contributed as equity to its wholly-owned subsidiary,
     Alamosa Holdings, LLC.

(4f) The pro forma adjustment represents entries to eliminate Alamosa's
     receivables and WOW's corresponding payables generated pursuant to the
     services agreement dated September 1, 2000 whereby Alamosa Operations
     agreed to provide various services in connection with the operation of
     WOW's business. Under the terms of the agreement, WOW was to pay Alamosa a
     management fee of $100,000 per month and reimburse Alamosa for certain
     costs and expenses incurred by or paid by Alamosa pursuant to the
     agreement. As of December 31, 2000, these amounts totaled $300,000 and
     $341,723, respectively.


                                       8

</TEXT>
</DOCUMENT>
</SUBMISSION>
