<SUBMISSION>
<ACCESSION-NUMBER>0000950136-03-002556
<TYPE>8-K
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<PERIOD>20031015
<ITEMS>5
<ITEMS>7
<FILING-DATE>20031016
<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>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-15657
<FILM-NUMBER>03942787
</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>
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>


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

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

                                    FORM 8-K

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


       Date of Report (Date of Earliest Event Reported): October 15, 2003
                                                         ----------------



                            ALAMOSA (DELAWARE), INC.

                  ---------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

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

          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>


ITEM 5.  OTHER EVENTS

         On October 15, 2003, Alamosa Holdings, Inc. and Alamosa (Delaware),
Inc. (together, the "Company"), issued a joint press release announcing they
have amended certain terms of the Restructuring Transactions described in their
Combined Offering Circular, Consent Solicitation and Disclosure Statement
Soliciting Aceptances of a Prepackaged Plan of Reorganization, dated September
12, 2003, including the exchange offers that it commenced on September 12, 2003
for the Company's public indebtedness. The press release is attached hereto as
exhibit 99.2 and is incorporated herein by reference. The expiration date for
the exchange offers and the solicitation of acceptances of the Company's
prepackaged plan of reorganization has been extended to 5:00 p.m., New York City
time, on October 29, 2003, unless futher extended.

ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.

(c)      Exhibits

<TABLE>
<CAPTION>
<S>                        <C>
         99.1              Amendment to Combined Offering Circular, Consent Solicitation and Disclosure Statement
                           Soliciting Aceptances of a Prepackaged Plan of Reorganization, dated October 15, 2003

         99.2              Press Release dated October 15, 2003
</TABLE>


<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: October 15, 2003

                                            ALAMOSA (DELAWARE), INC.


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





<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>                        <C>
         99.1              Amendment to Combined Offering Circular, Consent Solicitation and Disclosure Stataement
                           Soliciting Aceptances of a Prepackaged Plan of Reorganization, dated October 15, 2003

         99.2              Press Release dated October 15, 2003
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>file002.txt
<TEXT>
<PAGE>



                                  AMENDMENT TO
              COMBINED OFFERING CIRCULAR, CONSENT SOLICITATION AND
                 DISCLOSURE STATEMENT SOLICITING ACCEPTANCES OF
                      A PREPACKAGED PLAN OF REORGANIZATION

                                 [ALAMOSA LOGO]


                            ALAMOSA HOLDINGS, INC.
                           ALAMOSA (DELAWARE), INC.
                               OFFER TO EXCHANGE
                11.0% SENIOR NOTES DUE 2010 AND PREFERRED STOCK
                                 FOR ALL OF OUR
             12.5% SENIOR NOTES DUE 2011 (CUSIP NO. 011588AB6) AND
              13.625% SENIOR NOTES DUE 2011 (CUSIP NO. 011588AD2)

            12.0% SENIOR DISCOUNT NOTES DUE 2009 AND PREFERRED STOCK
                                 FOR ALL OF OUR
         12.875% SENIOR DISCOUNT NOTES DUE 2010 (CUSIP NO. 011593AA8)

AND SOLICITATION OF CONSENTS TO AMENDMENTS TO THE EXISTING NOTES AND FOR
            ACCEPTANCES OF A PREPACKAGED PLAN OF REORGANIZATION FROM
          ALL NOTEHOLDERS UNDER THE PREPACKAGED PLAN OF REORGANIZATION

-------------------------------------------------------------------------------
THE EXCHANGE OFFERS AND SOLICITATION OF ACCEPTANCES OF THE PREPACKAGED PLAN OF
REORGANIZATION WILL NOW EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 29,
2003, UNLESS EXTENDED BY US (THE "EXPIRATION DATE"). TENDERED EXISTING NOTES
               MAY ONLY BE WITHDRAWN PRIOR TO THE CONSENT DATE.
-------------------------------------------------------------------------------

     This Amendment (this "Amendment") supplements and amends our Combined
Offering Circular, Consent Solicitation and Disclosure Statement Soliciting
Acceptances of a Prepackaged Plan of Reorganization (the "Disclosure
Statement"), dated September 12, 2003, along with the accompanying Letter of
Transmittal and Ballots. Unless otherwise defined herein, capitalized terms
used herein have the same meanings as in the Disclosure Statement. Except as
set forth herein, the terms and conditions of the Restructuring Transactions
remain as set forth in the Disclosure Statement.

     We are amending the consideration offered to Noteholders in the Exchange
Offers and Prepackaged Plan by changing the terms of the Preferred Stock and
eliminating the CVRs. The terms of the New Notes remain unchanged. The changes
to the terms of the Preferred Stock are described more fully under "New Terms
of the Preferred Stock," and are summarized as follows: (i) the annual dividend
rate has been increased from 4.5% beginning July 31, 2008 to 7.5% beginning on
the issue date; (ii) on or prior to July 31, 2008, dividends will be paid, at
our option, in (w) cash, (x) shares of Series C Convertible Preferred Stock
(the "Dividend Preferred Stock" and together with the Preferred Stock, the
"Preferred Shares") valued at the Base Amount of $250 per share, (y) shares of
Parent common stock valued at the average closing price of Parent's common
stock for the five (5) consecutive trading days prior to the dividend record
date or (z) a combination thereof; (iii) after July 31, 2008, dividends will be
paid only in cash at the 7.5% annual rate; (iv) the Base Amount for the
Preferred Shares will remain constant at $250 per share rather than increasing
until July 31, 2008 at an annual rate of 6.0% compounded quarterly; (v) the
Company may redeem the Preferred Shares after the third anniversary of the date
of original issuance at an initial redemption price of 125% of the Base Amount
plus accrued and unpaid dividends declining 5% annually to 100% after the
eighth anniversary; and (vi) the provision requiring all holders of the
Preferred Stock to convert their shares to common stock if two-thirds of the
holders had so converted has been eliminated. Previously the Preferred Stock
was not redeemable before July 31, 2013. The terms of the Dividend Preferred
Stock will be identical to the terms of the Preferred Stock as amended herein,
including the payment of dividends and the liquidation preference, except that
the Dividend Preferred Stock will have an initial conversion price of $4.25 per
share as opposed to $3.40 per share for the Preferred Stock.

     The CVRs are no longer part of the Exchange Consideration and will not be
issued under the Exchange Offers or the Prepackaged Plan. Accordingly,
Preferred Stock will be issued instead of Units.

     IN ADDITION TO THE NOTEHOLDERS HOLDING APPROXIMATELY 45% OF THE EXISTING
NOTES WHO PREVIOUSLY EXECUTED AGREEMENTS TO SUPPORT THE RESTRUCTURING
TRANSACTIONS AND HAVE RECONFIRMED THEIR SUPPORT FOR THE RESTRUCTURING
TRANSACTIONS AS AMENDED HEREIN, NOTEHOLDERS HOLDING APPROXIMATELY AN ADDITIONAL
23% PRINCIPAL AMOUNT OF THE EXISTING NOTES HAVE ALSO EXECUTED SIMILAR
AGREEMENTS TO TENDER THEIR EXISTING NOTES IN THE EXCHANGE OFFERS AND VOTE IN
FAVOR OF THE PREPACKAGED PLAN, AS MODIFIED HEREIN. AS A RESULT, NOTEHOLDERS
HOLDING MORE THAN 68% IN AGGREGATE PRINCIPAL AMOUNT OF THE EXISTING NOTES HAVE
COMMITTED TO TENDER THEIR EXISTING NOTES IN THE EXCHANGE OFFERS AND VOTE IN
FAVOR OF THE PREPACKAGED PLAN.

THE BOARDS OF DIRECTORS OF PARENT AND ALAMOSA DELAWARE RECOMMEND THAT
NOTEHOLDERS ACCEPT THE EXCHANGE OFFERS, CONSENT TO THE PROPOSED AMENDMENTS AND
VOTE IN FAVOR OF THE PREPACKAGED PLAN.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.


      The Exchange Agent and the Information Agent for the Exchange Offers
and Voting Agent for the solicitation of acceptances of the Prepackaged Plan
                                      is:

                        Wells Fargo Bank Minnesota, N.A.

SEE "RISK FACTORS" BEGINNING ON PAGE 16 OF THE DISCLOSURE STATEMENT FOR A
DISCUSSION OF RISKS YOU SHOULD CONSIDER BEFORE MAKING A DECISION WITH RESPECT
TO THE EXCHANGE OFFERS OR VOTING ON THE PREPACKAGED PLAN.

                The date of this Amendment is October 15, 2003.

<PAGE>

                          FORWARD-LOOKING STATEMENTS

     The information presented in this Supplement and in the Disclosure
Statement includes forward-looking statements in addition to historical
information. These statements involve known and unknown risks and relate to
future events, our future financial performance or our projected business
results. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "targets," "potential" or "continue" or
the negative of these terms or other comparable terminology. Forward-looking
statements are only predictions. Actual events or results may differ materially
from any forward-looking statement as a result of various factors, including
those contained in the section entitled "Risk Factors" and other sections of
the Disclosure Statement, including the documents incorporated by reference
therein. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
events, levels of activity, performance or achievements. We expressly disclaim
a duty to update any of the forward-looking statements.


                                       ii
<PAGE>

          NEGOTIATIONS WITH NOTEHOLDERS AND BACKGROUND TO AMENDMENTS

     On September 22, 2003, the Company held an open investor call to discuss
the terms of the Exchange Offers and the Prepackaged Plan. Subsequent to this
call, certain Noteholders claiming to represent holders of approximately 39% of
the Senior Discount Notes expressed their concern regarding certain terms of
the Restructuring Transactions and indicated that they opposed the
Restructuring Transactions as originally contemplated. In response, the Company
negotiated with these Noteholders concerning the terms on which they would be
willing to support a restructuring. On October 8, 2003, the Company and these
Noteholders agreed in principle to the amendments to the Exchange Consideration
described in this Amendment as a result of which such Noteholders agreed to
support the Restructuring Transactions subject to obtaining the concurrence of
the Noteholders' Committee. Subsequently, the members of the Noteholders
Committee who had previously agreed to support the original Restructuring
Transactions confirmed their support for the Restructuring Transactions as
amended.


                  MODIFICATIONS TO THE EXCHANGE CONSIDERATION

     The terms of the Exchange Offers and the Prepackaged Plan are hereby
modified so that one share of Preferred Stock will be issued in lieu of each
Unit that would have been issued pursuant to the original terms of the Exchange
Offers and the Prepackaged Plan as set forth in the Disclosure Statement. No
CVRs will be issued under the Exchange Offers or the Prepackaged Plan. The
terms of the Preferred Stock are modified as set forth below. The terms of the
Exchange Offers and the Prepackaged Plan otherwise remain unchanged.


                       NEW TERMS OF THE PREFERRED STOCK

     The following is a summary of the material changes to the terms and
provisions of the Preferred Stock that are amended by this Supplement and amend
the terms of the Exchange Offers and the Prepackaged Plan. Except as set forth
below, the terms of the Preferred Stock continue to be as described in the
Disclosure Statement. The terms of the Dividend Preferred Stock will be
identical to the terms of the Preferred Stock (as amended herein) except that
the Dividend Preferred Stock will have an initial conversion price of $4.25 per
share as opposed to $3.40 per share for the Preferred Stock. The terms of the
Preferred Stock are more completely described in the certificate of designation
establishing the Preferred Stock.


MATERIAL NEW TERMS OF THE PREFERRED STOCK

     Under the original terms of the Exchange Offers and the Prepackaged Plan,
holders of Preferred Stock would have been entitled to receive cumulative cash
dividends at a rate of 4.5% per year of the liquidation preference (the "Base
Amount") after July 31, 2008 (the "Preferred Adjustment Date"). Pursuant to the
amendments described herein, holders of Preferred Stock will be entitled to
receive cumulative dividends on the Preferred Stock at a rate of 7.5% per year
of the Base Amount of $250 per share, commencing on the completion of the
Exchange Offers or the Prepackaged Plan. Dividends on the Preferred Stock will
be payable quarterly in arrears on the last calendar day of each January,
April, July and October, or, if not a business day, the next succeeding
business day (each, a "Dividend Payment Date"), beginning on the first Dividend
Payment Date immediately following the consummation of the Exchange Offers or
the Prepackaged Plan.

     On or prior to the Preferred Adjustment Date, Parent will have the option
to pay dividends on the Preferred Stock in either (i) cash, (ii) Dividend
Preferred Stock, (iii) shares of Parent common stock or (iv) a combination
thereof. Following the Preferred Adjustment Date, dividends on the Preferred
Stock will be payable in cash only.

     Under the original terms of the Exchange Offers and the Prepackaged Plan,
the "Base Amount" per share of Preferred Stock would have been $250 at the time
of issuance of the Preferred Stock and would have accrued daily and compounded
quarterly at an annual rate of 6.0% until the Preferred Adjustment Date.
Pursuant to the amendments described herein, the Base Amount will be $250 at
all times.

                                       1

<PAGE>

     Holders of the Preferred Stock will be entitled to receive, when and as
authorized by Parent's board of directors, out of funds legally available for
the payment of dividends, cumulative dividends at an annual rate of 7.5% of the
Base Amount. Such dividends will accrue daily and be payable quarterly in
arrears on the applicable Dividend Payment Date, commencing on the first
Dividend Payment Date after the original issuance of the shares of Preferred
Stock.

     On any Dividend Payment Date on or prior to the Preferred Adjustment Date,
Parent may elect to pay dividends accrued on the shares of Preferred Stock (i)
in cash, out of legally available funds, (ii) in shares of Dividend Preferred
Stock, (iii) in shares of Parent common stock, or (iv) in any combination of
cash, Dividend Preferred Stock or Parent common stock provided, that the form
of the dividend and, if Parent elects to pay the dividend in a combination of
forms, the relative amount of each such form, shall be identical for each share
of Preferred Stock except to the extent otherwise required to satisfy
fractional shares of Parent common stock or Dividend Preferred Stock. The
number of shares of Dividend Preferred Stock to be issued in payment of
dividends will be calculated valuing such shares at the Base Amount of $250 per
share. The Parent common stock for such payment will be valued at the average
closing price of Parent's common stock for the five (5) consecutive trading
days prior to the record date for such dividend (the "Market Value").

     In the event the number of shares of Dividend Preferred Stock to be issued
is not a whole number, in lieu of issuing fractional shares, we will, at our
sole option, either (i) increase the number of shares to be issued up to the
nearest whole share or (ii) reduce the number of shares down to the nearest
whole share and substitute a cash payment equal to the Base Amount of $250 per
share allocable to such fractional share of Dividend Preferred Stock. In lieu
of any fractional shares of Parent common stock to be issued in connection with
a Preferred Stock dividend, we will, at our sole option, either (i) increase
the number of shares to be issued up to the nearest whole share, or (ii) reduce
the number of shares down to the nearest whole share and substitute a cash
payment equal to the Market Value allocable to such fractional share of Parent
common stock.

     Following the Preferred Adjustment Date, dividends on the Preferred Stock
will be payable in cash only.

     Under the original terms of the Exchange Offers and the Prepackaged Plan,
if holders of 66 2/3% of the Preferred Stock converted their Preferred Stock
into Parent common stock, then all the remaining shares of Preferred Stock
would automatically be converted into Parent common stock. Pursuant to the
amendments described herein, we have eliminated this automatic conversion
mechanism with respect to the Preferred Stock.

     If less than 50% of the shares of Preferred Stock originally issued remain
outstanding Parent may not, without the affirmative vote of holders of at least
two-thirds of the outstanding Preferred Stock voting separately as one class,
effect an Event, unless in connection with such Event, either

    o (i) the resulting corporation will thereafter have no class or series of
      equity securities either authorized or outstanding ranking senior to or
      on parity with the Preferred Stock as to dividends or as to distributions
      of assets upon liquidation, dissolution or winding up, except the same
      number of shares of such equity securities with the same rights,
      preferences, powers and privileges as the shares of equity securities of
      Parent that are authorized and outstanding immediately prior to such
      transaction and (ii) the shares of Preferred Stock will become shares of
      either the surviving entity, in case of a business combination, or the
      transferee to which such sale or other disposition is made, having in
      respect of such surviving entity or transferee, as the case may be, the
      same proportional interest and the powers, preferences and rights that
      the Preferred Stock had immediately prior to such transaction; or

    o each share of Preferred Stock is converted into cash in an amount equal
      to the highest of (i) the value of the consideration such share would
      have received in connection with such Event on an as-converted basis, and
      (ii) an amount equal to the Base Amount plus any dividends that would
      have been paid from the time of such conversion to cash until the
      Preferred Adjustment Date assuming all dividends during such period were
      paid in kind with Dividend Preferred Stock, plus any accrued and unpaid
      dividends, as of the time of such conversion to cash.


                                       2
<PAGE>

     The Bank Amendment that the Company will enter into in connection with the
Exchange Offers provides an amendment to the restricted payment covenant in the
Company's Credit Agreement that would permit the Company to pay dividends or
distributions on the shares of Preferred Stock in Dividend Preferred Stock or
Parent common stock but not in cash prior to 2008.

     In addition, if any dividends or distributions are paid on Parent common
stock (other than a dividend or distribution consisting of Parent common
stock), the holders of Preferred Stock will be paid dividends or distributions
per share of Preferred Stock in an amount equal to what such holder would have
received had it converted its shares into shares of Parent common stock
immediately prior to the record date for the payment of such dividend or
distribution.

     Parent will prorate and compute any dividend payable for a partial
dividend period on the basis of a 360-day year consisting of twelve 30-day
months. Parent will pay dividends to holders of record as they appear in its
share records at the close of business on the applicable dividend record date.

     No dividend on the Preferred Stock will be authorized or declared or paid
or set apart for payment by Parent if such authorization, declaration, payment
or setting apart for payment would violate any of its agreements or is
restricted or prohibited by law.

     Notwithstanding the foregoing, dividends on the Preferred Stock will
accrue whether or not Parent has earnings, whether or not there are funds
legally available for the payment of dividends and whether or not such
dividends are authorized by its board of directors. Accumulated but unpaid
dividends will cumulate as of the dividend payment date on which they first
become payable or on the date of redemption, as the case may be.

     When dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) and all other equity securities ranking on a
parity as to dividends with the Preferred Stock, all dividends declared upon
the Preferred Stock and any other equity securities ranking on a parity as to
dividends with the Preferred Stock shall be declared pro rata so that the
amount of dividends declared per share of Preferred Stock and such other series
of preferred stock shall in all cases bear to each other the same ratio that
accumulated dividends per share on the Preferred Stock and such other equity
security bear to each other. No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments on the
Preferred Stock which may be in arrears.

     Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Preferred Stock have been or contemporaneously are
authorized and paid or authorized and a sum sufficient set apart for payment
for all past distribution periods and the then current dividend period:

     o no dividends, other than distributions in kind of Parent common stock or
       other shares of its equity securities ranking junior to Preferred Stock
       as to distributions and upon liquidation, may be authorized or paid or
       set aside for payment, and no other dividend may be authorized or made
       upon, shares of Parent common stock or any other shares of its equity
       securities ranking junior to or on a parity with the Preferred Stock as
       to distributions or upon liquidation (other than pro rata dividends on
       preferred stock ranking on a parity as to distributions with the
       Preferred Stock); and

     o no shares of Parent common stock or any other shares of Parent's equity
       securities ranking junior to or on a parity with the Preferred Stock as
       to distributions or upon liquidation may be redeemed, purchased or
       otherwise acquired for any consideration (or any moneys be paid to or
       made available for a sinking fund for the redemption of any such shares)
       by Parent or any subsidiary of Parent, except by conversion into or
       exchange for other shares ranking junior to the Preferred Stock as to
       distributions and amounts upon liquidation.


OPTIONAL REDEMPTION

     At any time on or after the third anniversary of the date of original
issuance of the shares of Preferred Stock, Parent may (subject to contractual
and other restrictions, applicable provisions of the Delaware General
Corporation Law and the legal availability of funds) redeem for cash, in whole
or


                                       3
<PAGE>

in part, the shares of Preferred Stock outstanding, at any time or from time to
time. The Preferred Stock may not be redeemed at Parent's option prior to the
third anniversary of the date of original issuance of the shares of Preferred
Stock.


     The certificate of designation of the Preferred Stock will provide that in
case of redemption of less than all of the shares of Preferred Stock at the
time outstanding, shares to be redeemed shall be selected pro rata (as nearly
as may be practicable without creating fractional shares) or by another
equitable method determined by Parent in its sole discretion, provided that
Parent may redeem all shares held by holders of fewer than 100 shares of
Preferred Stock (or by holders that would hold fewer than 100 shares of
Preferred Stock following the redemption) prior to its redemption of other
shares of Preferred Stock.


     The redemption price (expressed as a percentage of the Base Amount of $250
per share) for any shares of Preferred Stock redeemed pursuant to Parent's
optional redemption right (the "Redemption Price") is set forth below, in any
case, plus an amount equal to the accrued and unpaid dividends (including an
amount in cash equal to a prorated dividend for any partial dividend period),
without interest thereon, to the date fixed for redemption; provided, however,
that if the date of original issue is in 2004, then the percentages applying to
years 2006, 2007, 2008, 2009, 2010 and 2011 and thereafter shall instead apply
to years 2007, 2008, 2009, 2010, 2011 and 2012 and thereafter.




<TABLE>
<CAPTION>
     REDEMPTION DATE DURING TWELVE-MONTH
 PERIOD BEGINNING ON THE ANNIVERSARY OF THE
     DATE OF ORIGINAL ISSUE IN THE YEAR         REDEMPTION PRICE
--------------------------------------------   -----------------
<S>                                            <C>
  2006 .....................................          125%
  2007 .....................................          120%
  2008 .....................................          115%
  2009 .....................................          110%
  2010 .....................................          105%
  2011 and thereafter ......................          100%
</TABLE>

     To exercise the optional redemption right described above, Parent must
give notice of the optional redemption to holders of the Preferred Stock called
for redemption. Parent will give holders notice of Parent's optional
redemption:

         o by issuing a press release for publication on the PR Newswire or an
           equivalent newswire service, if required by and in accordance with
           the federal securities laws or the rules of any stock exchange on
           which the Preferred Stock or Parent common stock is listed or traded;
           and

         o by mail or publication (with subsequent prompt notice by mail), at
           least 30 but no more than 60 days in advance of the date of the
           redemption.

     In addition to any information required by applicable law or regulation,
the press release (if required) and notice of optional redemption will state,
as appropriate:

         o the date of the redemption;

         o the total number of shares of Preferred Stock to be redeemed;

         o that each outstanding share of Preferred Stock will be redeemed for
           an amount in cash equal to the Base Amount multiplied by the
           redemption price, plus any accrued and unpaid dividends through the
           redemption date;

         o that dividends on the Preferred Stock to be redeemed will cease to be
           payable on the redemption date for such shares, unless the Company
           defaults in making payment of any cash payable upon the redemption;

         o that the holder's option to convert shares of Preferred Stock into
           Parent common stock will terminate at the close of business on the
           business day preceding the date for


                                       4
<PAGE>

           redemption (subject to any extension necessary to permit the
           expiration of any applicable waiting period under the HSR Act),
           unless the Company defaults in making payment of any cash payable
           upon the redemption;

         o the conversion ratio then in effect; and

         o that holders must surrender any Preferred Stock certificates to the
           Company or the transfer agent.


     On and after the optional redemption date, dividends will cease to accrue
on the Preferred Stock called for optional redemption, and all rights of
holders of such Preferred Stock will terminate except for the right to receive
the redemption price, plus any accrued and unpaid dividends through the
optional redemption date, unless the Company defaults in making payment of any
cash payable upon optional redemption. The dividend payment with respect to the
Preferred Stock called for optional redemption on a date during the period
between the close of business on any record date for the payment of dividends
to the close of business on the corresponding Dividend Payment Date will be
payable on such optional redemption date to the record holder of such share on
such record date.

     A holder's option to convert shares of Preferred Stock into shares of
Parent common stock will terminate at the close of business on the business day
preceding the optional redemption date (subject to any extension necessary to
permit the expiration of any applicable waiting period under the HSR Act),
unless the Company defaults in making payment of any cash payable upon optional
redemption.

NO FRACTIONAL SHARES

     Fractional shares of Preferred Stock will not be issued under the Exchange
Offers to any holders of Existing Notes. If under the terms of the Exchange
Offers any holder of Existing Notes is entitled to receive Preferred Stock in
an amount that is not an integral multiple of the Base Amount of $250 per
share, we will, at our sole option, either (i) increase the number of shares of
Preferred Shares to be issued up to the nearest whole share, or (ii) reduce the
number of shares of Preferred Stock to be issued down to the nearest whole
share and substitute a cash payment equal to the portion of the Base Amount of
$250 per share that is allocable to such fractional share of Preferred Stock.

                  DESCRIPTION OF THE DIVIDEND PREFERRED STOCK

     Parent's board of directors will adopt a certificate of designation
establishing the number and fixing the terms, designations, powers,
preferences, rights, limitations and restrictions of a series of preferred
stock designated the Series C Convertible Preferred Stock, referred to herein
as the Dividend Preferred Stock. Up to 500,000 shares of Dividend Preferred
Stock will be authorized. The terms of the Dividend Preferred Stock will be
identical to those of the Preferred Stock, except that the initial conversion
price will be $4.25. The terms of the Dividend Preferred Stock are more
completely described in the certificate of designation establishing the
Dividend Preferred Stock.

            MODIFICATIONS TO THE PREPACKAGED PLAN OF REORGANIZATION

     The description of the Exchange Consideration set forth in the Disclosure
Statement under the section captioned "The Prepackaged Plan of
Reorganization--Summary of the Prepackaged Plan of Reorganization" is hereby
amended and restated to reflect the modified Exchange Consideration as
described in this Amendment.

     The Prepackaged Plan, as originally proposed, implemented the same
economic terms as the Exchange Offers. Because the terms of the Exchange Offers
have been modified, the "Prepackaged Plan of Reorganization," attached as
Appendix 1 to the Disclosure Statement, is hereby amended to reflect the
changes in the Preferred Stock and the elimination of the CVRs. A description
of the technical conforming changes to the Prepackaged Plan is set forth in
Annex A hereto.


                                       5
<PAGE>

                       VALUATION OF REORGANIZED ALAMOSA

     Because the CVRs have been eliminated from the Exchange Consideration but
the liquidation preference for the Preferred Stock remains the same, the
low-end of the implied valuation is no longer relevant. When the same valuation
and recovery methodology is used to determine the recovery to Noteholders under
the revised Exchange Consideration, the fact that the Exchange Consideration is
substantially identical other than the fact that the dividend on the Preferred
Stock is fixed at a higher rate and could be paid in Parent common stock or
Dividend Preferred Stock, it can be assumed that the new terms of the Preferred
Stock is worth more than the original terms and, accordingly, the recovery to
Noteholders is higher under the modified terms.

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The information set forth in the Disclosure Statement under the heading
"Certain United States Federal Income Tax Considerations" is hereby amended and
supplemented as follows. All references to CVRs under the heading "Certain
United States Federal Income Tax Considerations," including the entire
discussion relating to the tax consequences of owning CVRs under the subheading
"Ownership of CVRs" are deleted. The discussions contained under the headings
herein are intended to supplement, where applicable, discussions contained in
corresponding subheadings under the heading "Certain United States Federal
Income Tax Considerations" in the Disclosure Statement.

     The following supplements the discussion contained in the Disclosure
Statement under the heading "Certain United States Federal Income Tax
Considerations," which discussion (to the extent not inconsistent with the
following) is incorporated in its entirety in this Amendment. All references to
CVRs under the heading "Certain United States Federal Income Tax
Considerations," including the entire discussion relating to the tax
consequences of owning CVRs under the subheading "Ownership of CVRs" are
deleted. The discussions contained under the headings herein are intended to
supplement, where applicable, discussions contained in corresponding headings
included in the tax disclosure contained in the Disclosure Statement.


 OWNERSHIP OF PREFERRED STOCK AND PARENT COMMON STOCK

     Distributions of Cash. Distributions of cash with respect to the Preferred
Stock or Parent common stock will be treated as dividends, taxable to holders
as ordinary income to the extent of such holder's ratable share of the Parent's
current and accumulated earnings and profits, if any, as determined under
United States federal income tax principles. Parent does not believe that it
had any accumulated earnings and profits as of December 31, 2002. Based upon
current projections, Parent does not expect to generate profits for financial
reporting purposes until 2007, and therefore, might not generate earnings and
profits for United States federal income tax purposes until 2007. Because the
determination of earnings and profits for United States federal income tax
purposes differs from the computation of profits for financial reporting
purposes and because Parent cannot guarantee its future results, there can be
no assurance that Parent will not in fact generate earnings and profits in the
future. If, at the time of a distribution, Parent determines that it has
current or accumulated earnings and profits, Parent intends to report the
amount of any dividend on IRS Form 1099-DIV and transmit such form to the
Internal Revenue Service and to holders of Preferred Stock.

     If any distribution of cash exceeds Parent's earnings and profits for the
current year and accumulated earnings and profits as of the prior year, such
excess will be treated as a tax-free return of capital to the extent of a
holder's adjusted tax basis in its Preferred Stock or Parent common stock, as
applicable, and, to the extent in excess of such adjusted tax basis, as capital
gain. Such capital gain will be long-term capital gain if the holder's holding
period for the Preferred Stock or Parent common stock, as applicable, exceeds
one year at the time of such distribution.

     Distributions of Dividend Preferred Stock Parent Common Stock. If the
Preferred Stock is not treated as "preferred stock" (as discussed below) for
purposes of applying Section 305 of the Code, a holder of Preferred Stock
generally will not be required to include the amount of any distribution of
Parent common stock or Dividend Preferred Stock paid in respect of such
Preferred Stock in gross


                                       6
<PAGE>

income unless the result of such distribution (or series of distributions of
which such distribution is one) is that some shareholders of Parent increase
their proportionate interests in Parent's assets or earnings and profits and
other shareholders of Parent receive cash or other property.

     If the Preferred Stock is treated as "preferred stock" for purposes of
applying Section 305 of the Code, distributions of Parent common stock or
Dividend Preferred Stock in respect of the Preferred Stock will be subject to
the same United States federal income tax treatment as distributions of cash
(as described above), and the amount of any such distribution will equal the
fair market value of the Parent common stock or Dividend Preferred Stock, as
applicable, on the date of the distribution. The term "preferred stock"
generally refers to stock which, in relation to other classes of stock
outstanding, enjoys certain limited rights and privileges associated with
specified dividends and liquidation priorities, but does not participate in
corporate growth to any significant extent.

     Although the Preferred Stock is entitled to preferred dividends and a
liquidation preference as compared to the Parent common stock, (A) if
distributions are paid with respect to Parent common stock, a holder of
Preferred Stock has the right to receive distributions per share of Preferred
Stock in an amount equal to what such holder would have received had it
converted its shares into shares of Parent common stock and (B) upon
liquidation, dissolution or winding up of Parent, a holder of Preferred Stock
will receive a liquidation preference equal to the greater of (i) the amount
per share of Preferred Stock equal to the Base Amount, plus any accrued and
unpaid dividends, and (ii) the amount per share such holder would have received
if such holder converted such share of Preferred Stock into shares of Parent
common stock immediately prior to the liquidation. Thus, pursuant to its terms,
the Preferred Stock could participate in corporate growth to a significant
extent. Participating preferred stock, nevertheless, may be treated as
"preferred stock" for purposes of Section 305 of the Code if, taking into
account all the facts and circumstances, it is reasonable to anticipate at the
time a distribution is made with respect to such stock that there is little or
no likelihood of such stock actually participating in current and anticipatory
earnings and upon liquidation beyond its preferred interest. Based upon the
Company's current projections, the Company believes that there is no real and
meaningful probability that the Preferred Stock will actually participate in
the earnings and corporate growth of Parent to any significant extent.
Accordingly, the Company expects that the Preferred Stock will be treated as
preferred stock for purposes of the foregoing rules. However, for the purposes
of determining the appropriate U.S. federal income tax treatment of a
distribution of Parent Common Stock or Dividend Preferred Stock in respect of
Preferred Stock, the determination of whether the Preferred Stock has a real
and meaningful probability of actually participating in earnings and corporate
growth of Parent (and, therefore, whether the Preferred Stock will be treated
as "preferred stock" for the purposes of Section 305 of the Code) must be made
at the time of each such distribution. Accordingly, there can be no assurance
that the Company's expectation that the Preferred Stock will be treated as
preferred stock for purposes of the foregoing rules will not change.
Additionally, there can be no assurance that the IRS will not and cannot
successfully challenge any such position taken by the Company.

     If at the time of a distribution of Parent common stock or Dividend
Preferred Stock, Parent determines that such distribution should be subject to
United States taxation in the same manner as cash distributions (as described
above) and further determines that it has current or accumulated earnings and
profits, Parent intends to report the amount of any dividend on IRS Form
1099-DIV and transmit such form to the Internal Revenue Service and to holders
of Preferred Stock.


OWNERSHIP OF DIVIDEND PREFERRED STOCK

     The United States federal income tax consequences relating to the
ownership of Dividend Preferred Stock by a U.S. Holder generally will be
similar to the tax consequences relating to the ownership of Preferred Stock as
discussed above and in the Disclosure Statement.


                             FIVE YEAR PROJECTIONS

     The information set forth in the "Five Year Projections" attached as Annex
A to the Disclosure Statement is hereby amended and restated in its entirety as
set forth in Annex B hereto.


                                       7
<PAGE>

       PROCEDURES TO TENDER EXISTING NOTES AND VOTE ON PREPACKAGED PLAN

     Noteholders who have previously tendered their Existing Notes for the
Exchange Offer in accordance with the procedures set forth in the Disclosure
Statement and who still wish to tender their Existing Notes to the Exchange
Offers, as modified by this Amendment, do not need to take any further action.
All prior tenders that are not withdrawn according to the procedures set forth
in the Disclosure Statement prior to the Consent Date will be valid tenders of
such Existing Notes to the Exchange Offers, as modified. The Expiration Date
has been extended and is now 5:00 p.m., New York City time, on October 29,
2003, unless further extended by the Company.


     Noteholders who have previously submitted Ballots and do not wish to
change their vote on the Prepackaged Plan as a result of the modifications set
forth in this Amendment do not need to take any further action. Noteholders who
have not submitted a Ballot are encouraged to vote on the Prepackaged Plan
according to the procedures set forth in the Disclosure Statement and in the
Letter of Transmittal and Ballots accompanying this Amendment. Noteholders who
wish to change their Ballots must do so by submitting a superceding ballot
according to the procedures set forth in the Disclosure Statement on or before
the new Voting Deadline -- 5:00 p.m., New York City time, on October 29, 2003,
unless further extended by the Company.


                         EXTENSION OF EXPIRATION DATE


     The Expiration Date for the Exchange Offers and Solicitation of
Acceptances of the Prepackaged Plan of Reorganization is hereby extended to
5:00 p.m., New York City time on October 29, 2003, unless further extended by
us.

     THIS AMENDMENT SHOULD BE READ IN CONJUNCTION WITH THE DISCLOSURE
STATEMENT, THE LETTER OF TRANSMITTAL AND THE BALLOT. PRIOR TO MAKING A DECISION
WITH RESPECT TO THE EXCHANGE OFFERS, OR VOTING ON THE PREPACKAGED PLAN,
NOTEHOLDERS ARE ENCOURAGED TO READ AND CONSIDER CAREFULLY THIS AMENDMENT AND
THE ENTIRE DISCLOSURE STATEMENT, INCLUDING THE PREPACKAGED PLAN ANNEXED THERETO
AS APPENDIX 1 AND THE MATTERS DESCRIBED IN THIS AMENDMENT, THE DISCLOSURE
STATEMENT, THE LETTER OF TRANSMITTAL AND THE BALLOT.


                                       8
<PAGE>

                         RECOMMENDATION AND CONCLUSION


     Alamosa urges (i) all Noteholders to tender their Existing Notes for
exchange and to consent to the Proposed Amendments, and (ii) all eligible
Noteholders to vote to ACCEPT the Prepackaged Plan, and to complete and return
their Letters of Transmittal and the Ballots so that they will be RECEIVED by
the Exchange Agent and the Voting Agent on or before 5:00 p.m., New York City
Time, on October 29, 2003.


Dated: October 15, 2003


                                        ALAMOSA HOLDINGS, INC.



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






                                        ALAMOSA (DELAWARE), INC.



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

                                       9
<PAGE>

                                    ANNEX A

       TECHNICAL MODIFICATIONS TO THE PREPACKAGED PLAN OF REORGANIZATION

     The "Prepackaged Plan of Reorganization" attached as Appendix 1 to the
Disclosure Statement is hereby amended as follows:

     o  In the second sentence of the Introduction, after the word "herewith"
        insert "and as amended, supplemented, or modified"

     o  Replace subsection B.1.28 of Article I with the following:

        Intentionally omitted.

     o  Replace subsection B.1.29 of Article I with the following:

        Intentionally omitted.

     o  Replace subsection B.1.64 of Article I with the following:

        PLAN DOCUMENTS means the documents to be executed in connection with
        the consummation of the Plan, including, without limitation, the
        indentures for the New Notes and the Preferred Stock.

     o  Replace subsection B.1.66 of Article I with the following:

        PLAN SUPPORT AGREEMENT means that certain agreement, as amended,
        supplemented, or modified, wherein certain Holders of Existing Notes
        have agreed to vote in favor of this Plan.

     o  Replace subsection B.1.68 of Article I with the following:

        INTENTIONALLY OMITTED.

     o  In Article I, subsection B.1.87 replace "October 10, 2003" with
        "October 29, 2003"

     o  Replace subsection 3.3(a) of Article III with the following:

            Class 4: Senior Note Claims. On or as soon as reasonably
        practicable after the Effective Date, each Holder of Senior Notes as of
        the Distribution Record Date shall receive, in full satisfaction,
        release, and discharge of its Allowed Senior Note Claims against all
        Debtors arising under such Senior Notes for each $1,000 principal
        amount of such Senior Notes, (i) $650 of New Senior Notes, (ii) one (1)
        share of Preferred Stock, and (iii) its pro rata share, in Cash, of any
        accrued and unpaid interest due, up to the Effective Date, on the
        Senior Notes.

            New Senior Notes will be issued only in minimum denominations of
        $1,000 and integral multiples thereof. If under the terms of the Plan,
        any Holder of Senior Notes as of the Distribution Record Date is
        entitled to receive New Senior Notes in a denomination that is not an
        integral multiple of $1,000, the Reorganized Debtors will, at their
        sole option, either (i) increase the principal amount of such Holder's
        New Senior Notes up to the nearest $1,000, or (ii) reduce the principal
        amount to the nearest $1,000 and substitute a cash payment equal to the
        portion of the principal amount by which that Holder's New Senior Notes
        are reduced.

            Fractional shares of Preferred Stock will not be issued to any
        Holder of Senior Notes under the Plan. If under the terms of the Plan
        any Holder of Senior Notes as of the Distribution Record Date is
        entitled to receive Preferred Stock in an amount that is not an
        integral multiple of the Base Amount of $250 per share, the Reorganized
        Debtors will, at their sole option, either (i) increase the number of
        shares of Preferred Shares to be issued up to the nearest whole share,
        or (ii) reduce the number of shares of Preferred Stock to be issued
        down to the nearest whole share and substitute a cash payment equal to
        the portion of the Base Amount of $250 per share that is allocable to
        such fractional share of Preferred Stock.

     o  Replace subsection 3.3(b) of Article III with the following:

            Class 5: Senior Discount Note Claims. On or as soon as reasonably
        practicable after the Effective Date, each Holder of Senior Discount
        Notes as of the Distribution Record Date shall


                                      A-1
<PAGE>

        receive, in full satisfaction, release, and discharge of its Allowed
        Senior Discount Note Claims against all Debtors arising under such
        Senior Discount Notes for each $1,000 accreted amount of such Senior
        Discount Notes as of the Effective Date, (i) $650 original issue amount
        of New Senior Discount Notes, and (ii) one (1) share of Preferred
        Stock.

            New Senior Discount Notes will be issued only in minimum
        denominations of $1,000 and integral multiples thereof. If under the
        terms of the Plan, any Holder of Senior Discount Notes as of the
        Distribution Record Date is entitled to receive New Senior Discount
        Notes in a denomination that is not an integral multiple of $1,000, the
        Reorganized Debtors will, at their sole option, either (i) increase the
        principal amount at maturity of such Holder's New Senior Discount Notes
        up to the nearest $1,000, or (ii) reduce the principal amount at
        maturity to the nearest $1,000 and substitute a cash payment equal to
        the portion of the accreted value by which that Holder's New Senior
        Discount Notes are reduced.

            Fractional shares of Preferred Stock will not be issued to any
        Holder of Senior Discount Notes under the Plan. If under the terms of
        the Plan any Holder of Senior Discount Notes as of the Distribution
        Record Date is entitled to receive Preferred Stock in an amount that is
        not an integral multiple of the Base Amount of $250 per share, the
        Reorganized Debtors will, at their sole option, either (i) increase the
        number of shares of Preferred Shares to be issued up to the nearest
        whole share, or (ii) reduce the number of shares of Preferred Stock to
        be issued down to the nearest whole share and substitute a cash payment
        equal to the portion of the Base Amount of $250 per share that is
        allocable to such fractional share of Preferred Stock.

     o  In the last sentence of Article IV, subsection 4.2(c), replace the
        word "Units" with the word "Stock"

     o  In each of the heading, first sentence, and second sentence of Article
        IV, subsection 4.3, replace the word "Units" with the word "Stock"

     o  In the third sentence of Article VI, subsection 6.3(b)(iii), replace
        the word "Units" with the word "Stock"

     o  In the third sentence of Article VII, subsection 7.3, replace the word
        "Units" with the word "Stock"

     o  In Article IX, subsection 9.2(c), replace the word "Units" with the
        word "Stock"

     o  In Article XII, subsection 12.13, replace the word "Units" with the
        word "Stock"

     o  In the second sentence of Article XII, subsection 12.17, replace the
        word "Units" with the word "Stock" two times


                                      A-2
<PAGE>

                                    ANNEX B


                             FIVE-YEAR PROJECTIONS


                             ALAMOSA HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (dollars in thousands)



<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                2003          2004          2005          2006          2007        2008
                                                ----          ----          ----          ----          ----        ----
<S>                                        <C>           <C>           <C>           <C>           <C>           <C>
ASSETS
Current assets:
 Cash and cash equivalents ...............  $   56,386    $  79,934     $  80,938    $  55,317     $  41,086     $  96,909
 Accounts receivable .....................      48,807       54,988        59,902       63,556        66,326        68,500
 Inventory ...............................       3,950        3,779         3,802        3,797         3,776         3,744
 Other current assets ....................      22,423       24,067        25,872       27,864        30,048        32,455
                                            ----------    ---------     ---------    ---------     ---------     ---------
   Total current assets ..................     131,566      162,768       170,514      150,534       141,236       201,608
                                            ----------    ---------     ---------    ---------     ---------     ---------

 Property and equipment, net .............     418,127      381,692       355,494      341,218       327,510       332,290
 Debt issuance costs, net (including
   OID) ..................................      11,876        9,026         6,176        3,325           475            --
 Intangible assets .......................     450,657      422,194       393,732      365,269       336,807       308,344
 Other noncurrent assets .................       6,695        6,896         7,103        7,316         7,535         7,761
                                            ----------    ---------     ---------    ---------     ---------     ---------
   Total noncurrent assets ...............     887,355      819,808       762,505      717,128       672,327       648,395
                                            ----------    ---------     ---------    ---------     ---------     ---------
   Total assets ..........................  $1,018,921    $ 982,576     $ 933,019    $ 867,662     $ 813,563     $ 850,003
                                            ==========    =========     =========    =========     =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Total current liabilities ................  $  125,767    $ 156,230     $ 178,057    $ 196,281     $ 149,294     $ 369,557

Non-current liabilities
 Capital lease obligations ...............       1,309          842           772          693           604           503
 Deferred tax liability ..................      44,552       32,211        24,158       23,347        33,698        62,278
 Other non-current liabilities ...........      57,926       50,120        42,321       34,530        26,746        18,971

 Senior Secured Credit Facility ..........     177,500      132,500        82,500       17,500            --            --
 Senior Unsecured Notes ..................     260,000      260,000       260,000      260,000       260,000       260,000
 Senior Unsecured Discount Notes .........     197,597      222,020       237,637      237,637       237,637            --
                                            ----------    ---------     ---------    ---------     ---------     ---------
   Long-term debt ........................     635,097      614,520       580,137      515,137       497,637       260,000
                                            ----------    ---------     ---------    ---------     ---------     ---------

 Total non-current liabilities ...........     738,884      697,693       647,388      573,707       558,685       341,752
                                            ----------    ---------     ---------    ---------     ---------     ---------

   Total liabilities .....................     864,651      853,923       825,445      769,988       707,979       711,309

Preferred stock ..........................     171,759      185,222       199,724      215,344       232,169       245,634

Total stockholders' equity ...............     (17,489)     (56,569)      (92,150)    (117,670)     (126,585)     (106,940)
                                            ----------    ---------     ---------    ---------     ---------     ---------
   Total liabilities and stockholders'
    equity ...............................  $1,018,921    $ 982,576     $ 933,019    $ 867,662     $ 813,563     $ 850,003
                                            ==========    =========     =========    =========     =========     =========
</TABLE>

See Accompanying Summary of Significant Projection Assumptions and Accounting
                                   Policies.

                                      B-1
<PAGE>

                             ALAMOSA HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                (dollars in thousands, except per share amounts)



<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                              2003           2004          2005         2006        2007        2008
                                              ----           ----          ----         ----        ----        ----
<S>                                      <C>            <C>           <C>           <C>         <C>         <C>
Income:
 Subscriber Revenues ...................   $  450,466     $ 492,514     $ 519,760    $ 552,685   $ 585,847   $ 610,554
 Travel Revenues .......................      142,683       165,196       175,740      172,103     175,479     179,762
                                           ----------     ---------     ---------    ---------   ---------   ---------
   Total Service Revenues ..............      593,149       657,710       695,500      724,788     761,326     790,316
 Product Sales .........................       20,868        25,724        25,728       26,051      26,379      26,711
                                           ----------     ---------     ---------    ---------   ---------   ---------
    Total Revenues .....................      614,017       683,434       721,228      750,839     787,705     817,027
                                           ----------     ---------     ---------    ---------   ---------   ---------

Costs and Expenses:
 Cost of Services & Operations .........      340,370       358,492       381,452      390,495     400,975     406,547
 Cost of Products Sold .................       49,898        55,090        53,530       52,696      51,908      51,165
 Selling & Marketing Expenses ..........      110,892       113,957       112,995      115,156     117,640     118,614
 General & Administrative Expenses .....       27,801        18,041        18,499       18,969      19,450      19,945
 Depreciation and amortization .........      112,984       114,969       122,611      125,221     124,217     105,323
                                           ----------     ---------     ---------    ---------   ---------   ---------

    Total Costs and Expenses ...........      641,945       660,549       689,087      702,537     714,190     701,594
                                           ----------     ---------     ---------    ---------   ---------   ---------

      Income (loss) from operations.....      (27,928)       22,885        32,141       48,302      73,515     115,433

 Interest and other income .............        1,177           874         1,005          702         430         617
 Interest expense ......................     (101,407)      (61,716)      (62,278)     (59,715)    (55,682)    (49,705)
                                           ----------     ---------     ---------    ---------   ---------   ---------

Income (loss) before income taxes ......     (128,158)      (37,957)      (29,132)     (10,711)     18,263      66,345
Income taxes ...........................       24,817       (12,341)       (8,053)        (811)     10,351      28,580
                                           ----------     ---------     ---------    ---------   ---------   ---------
 Net income (loss) .....................   $ (152,975)    $ (25,616)    $ (21,079)   $  (9,900)  $   7,912   $  37,765
                                           ==========     =========     =========    =========   =========   =========

Earnings (loss) per share:
 Basic .................................   $    (1.65)    $   (0.41)    $   (0.38)   $   (0.27)  $   (0.10)  $    0.21
 Fully Diluted .........................        (1.65)        (0.41)        (0.38)       (0.27)      (0.10)       0.21
</TABLE>

See Accompanying Summary of Significant Projection Assumptions and Accounting
                                   Policies.

                                      B-2
<PAGE>

                            ALAMOSA HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                             2003           2004
                                                             ----           -----
<S>                                                     <C>            <C>
Cash flows from operating activities:
Net income (loss) .....................................   $ (152,975)    $ (25,616)

Adjustments to reconcile net income (loss) to net
 cash provided by operation activities:
 Non-cash compensation expense ........................          240            --
 Depreciation and amortization ........................      112,984       114,969
 Non-cash interest ....................................       22,431        28,466
 Deferred taxes .......................................       24,817       (12,341)
 (Increase) decrease in:
 Accounts receivable ..................................        9,441        (6,181)
 Inventory ............................................        3,460           172
 Prepaid expenses and other assets ....................       (3,418)       (1,644)
 Increase (decrease) in:
 Accounts payable and accrued expenses ................       (3,386)          162
                                                          ----------     ---------
 Net cash provided by operating activities ............       13,594        97,987
                                                          ----------     ---------

Cash flows from investing activities:

 Additions to property and equipment ..................      (43,028)      (52,160)
 Change in Accounts Payable-Cap Ex ....................       (3,319)          650
 Change in other noncurrent assets ....................        1,107          (201)
 Change in restricted cash ............................       34,724            --
                                                          ----------     ---------
   Net cash used in investing activities ..............      (10,516)      (51,711)
                                                          ----------     ---------

Cash flows from financing activities:
 Change in Capital Leases .............................       (1,110)         (467)
 Change in other non-current liabilities ..............       (2,658)          239
 Preferred stock issuance costs .......................       (2,778)           --
 Preferred dividends ..................................           --            --
 Proceeds from equity issuance ........................          117            --
 Debt payments, fees ..................................       (2,000)      (22,500)
                                                          ----------     ---------
   Net cash used in financing activities ..............       (8,429)      (22,728)
                                                          ----------     ---------

   Net increase (decrease) in cash and cash
    equivalents .......................................       (5,351)       23,548
   Cash and cash equivalents at beginning of
    period ............................................       61,737        56,386
                                                          ----------     ---------
   Cash and cash equivalents at end of period .........   $   56,386     $  79,934
                                                          ==========     =========

Supplemental disclosure of noncash financing and
 investing activities:
 Preferred Stock issued in exchange for Senior
   Notes ..............................................   $  174,537
 Cancellation of Senior Notes .........................     (698,443)
 Issuance of Senior Notes .............................      453,796



<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                             2005         2006         2007        2008
                                                             ----         ----         ----        ----
<S>                                                     <C>           <C>          <C>         <C>
Cash flows from operating activities:
Net income (loss) .....................................   $ (21,079)   $  (9,900)   $   7,912   $   37,765

Adjustments to reconcile net income (loss) to net
 cash provided by operation activities:
 Non-cash compensation expense ........................          --           --           --           --
 Depreciation and amortization ........................     122,611      125,221      124,217      105,323
 Non-cash interest ....................................      24,393       (3,107)      (3,107)      (5,482)
 Deferred taxes .......................................      (8,053)        (811)      10,351       28,580
 (Increase) decrease in:
 Accounts receivable ..................................      (4,914)      (3,654)      (2,770)      (2,173)
 Inventory ............................................         (23)           4           21           31
 Prepaid expenses and other assets ....................      (1,808)      (1,989)      (2,188)      (2,406)
 Increase (decrease) in:
 Accounts payable and accrued expenses ................       1,967          803          587          198
                                                          ---------    ---------    ---------   ----------
 Net cash provided by operating activities ............     113,094      106,567      135,023      161,836
                                                          ---------    ---------    ---------   ----------

Cash flows from investing activities:

 Additions to property and equipment ..................     (70,038)     (84,570)     (84,134)     (83,729)
 Change in Accounts Payable-Cap Ex ....................       2,978        2,420          (74)         (69)
 Change in other noncurrent assets ....................        (207)        (213)        (219)        (226)
 Change in restricted cash ............................          --           --           --           --
                                                          ---------    ---------    ---------   ----------
   Net cash used in investing activities ..............     (67,267)     (82,363)     (84,427)     (84,024)
                                                          ---------    ---------    ---------   ----------

Cash flows from financing activities:
 Change in Capital Leases .............................         (70)         (79)         (89)        (101)
 Change in other non-current liabilities ..............         247          254          262          270
 Preferred stock issuance costs .......................          --           --           --           --
 Preferred dividends ..................................          --           --           --       (4,658)
 Proceeds from equity issuance ........................          --           --           --           --
 Debt payments, fees ..................................     (45,000)     (50,000)     (65,000)     (17,500)
                                                          ---------    ---------    ---------   ----------
   Net cash used in financing activities ..............     (44,823)     (49,825)     (64,827)     (21,989)
                                                          ---------    ---------    ---------   ----------

   Net increase (decrease) in cash and cash
    equivalents .......................................       1,004      (25,621)     (14,231)      55,823
   Cash and cash equivalents at beginning of
    period ............................................      79,934       80,938       55,317       41,086
                                                          ---------    ---------    ---------   ----------
   Cash and cash equivalents at end of period .........   $  80,938    $  55,317    $  41,086   $   96,909
                                                          =========    =========    =========   ==========

Supplemental disclosure of noncash financing and
 investing activities:
 Preferred Stock issued in exchange for Senior
   Notes ..............................................
 Cancellation of Senior Notes .........................
 Issuance of Senior Notes .............................
</TABLE>

See Accompanying Summary of Significant Projection Assumptions and Accounting
                                   Policies.

                                      B-3
<PAGE>

                            ALAMOSA HOLDINGS, INC.
                      SCHEDULE OF SIGNIFICANT ASSUMPTIONS




<TABLE>
<CAPTION>
                                           2003         2004         2005         2006         2007          2008
                                           ----         ----         ----         ----         ----          -----
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
Covered POPs (millions) ..............       11.8         11.9         12.1         12.2         12.4          12.6
Gross Adds ...........................    382,531      391,838      391,895      396,822      401,811       406,863
Net Adds .............................    116,787       90,292       72,094       53,230       40,465        31,845
EOP Subscribers ......................    737,387      827,679      899,773      953,003      993,468     1,025,313
Penetration of Covered POPs ..........        6.3%         6.9%         7.4%         7.8%         8.0%          8.2%
Churn ................................        2.8%         2.7%         2.6%         2.6%         2.6%          2.6%
Base ARPU ............................   $  55.50     $  52.81     $  50.38     $  49.87     $  50.26     $   50.47
Total ARPU ...........................   $  73.09     $  70.52     $  67.42     $  65.39     $  65.31     $   65.33
CPGA .................................   $    366     $    366     $    359     $    357     $    356     $     352
CCPU .................................   $  44.45     $  40.37     $  38.77     $  36.94     $  36.07     $   35.26
</TABLE>

See Accompanying Summary of Significant Projection Assumptions and Accounting
                                   Policies.

                                      B-4
<PAGE>

                            ALAMOSA HOLDINGS, INC.
     SUMMARY OF SIGNIFICANT PROJECTION ASSUMPTIONS AND ACCOUNTING POLICIES


This financial projection presents, to the best of management's knowledge and
belief, the Company's financial position, results of operations, and cash flows
for the projection period, giving effect to the Exchange Offers, as described
in item (b) below, and using assumptions which are based on the continuation of
current trends experienced by the Company and its industry in general. The
assumptions disclosed herein are those that management believes are significant
to the projection currently. There will usually be differences between
projected and actual results, because events and circumstances frequently do
not occur as expected, and those differences may be material. These projections
may also be significantly impacted, should the Exchange Offers not be
acceptable to enough holders of the existing Notes to satisfy the Minimum
Tender Condition and should the Company seek to forego the Exchange Offers and
instead accomplish the above restructuring transactions by means of the
Prepackaged Plan. Management expressly disclaims a duty to update any of the
financial projections.


Included in the following description of assumptions used in the projections
are financial measures generated using generally accepted accounting
principles. These financial measures reflect industry conventions or standard
measures of liquidity, profitability or performance commonly used by the
investment community for comparability purposes. The financial measures and
other operating metrics used in this summary include the following:

     o  Average monthly revenue per user ("ARPU") is a measure used to
        determine the monthly subscriber revenue earned for subscribers based
        in the Company's territory. This measure is determined based on
        subscriber revenues in the consolidated statement of operations and the
        average subscribers during the period.

     o  Cash cost per user ("CCPU") is a measure of the costs to operate the
        Company's business on a per user basis consisting of costs of service
        and operations and general and administrative expenses in the
        consolidated statement of operations, plus handset subsidies on
        equipment sold to existing subscribers. These costs are allocated
        across average subscribers during the period to calculate this measure.


     o  Customer churn is used to measure the rate at which subscribers based
        in the Company's territory deactivate service on a voluntary or
        involuntary basis. Churn is calculated based on the number of
        subscribers deactivated (net of transfers out of the Company's service
        area and those who deactivated within 30 days of activation) as a
        percentage of the average subscriber base during the period.

     o  Cost per gross addition ("CPGA") is used to measure the costs incurred
        to add new subscribers in the Company's territory. This measure
        includes handset subsidies on new subscriber activations, commissions,
        rebates and other selling and marketing costs and is calculated based
        on product sales revenue, cost of products sold and selling and
        marketing expenses in the consolidated statement of operations net of
        handset subsidies on equipment sold to existing subscribers allocated
        over the total number of subscribers activated in the Company's
        territory during the period.

     o  Covered POPs represents the number of residents (usually expressed in
        millions) covered by the Company's network in its markets. The number
        of residents covered by the Company's network does not represent the
        number of wireless subscribers that the Company expects to serve in its
        territories.

    a.  Summary of Significant Accounting Policies. The significant accounting
        policies incorporated into the financial projection are consistent with
        the significant accounting policies used in the Company's historical
        consolidated financial statements for the year ended December 31, 2002
        as disclosed in the Company's current report on Form 8-K filed on
        September 12, 2003. Readers should refer to those consolidated
        financial statements for a detailed description of the Company's
        significant accounting policies.


                                      B-5
<PAGE>

    b.  Impact of Exchange Offers. The projected balance sheet, statement of
        operations and statement of cash flows for the year ended December 31,
        2003 reflects the impact of the proposed Exchange Offers under the
        Out-of-Court alternative with an assumed effective transaction date of
        October 31, 2003. In connection with these Exchange Offers for purposes
        of this projection, the fair value of the New Notes and Preferred Stock
        included in the Exchange Consideration is assumed to be equal to the
        stated value of these items. No value has been assigned to the embedded
        derivative instrument related to the early redemption feature of the
        preferred stock. Additionally, it is assumed that there is no
        beneficial conversion feature embedded in the preferred stock issued as
        consideration, or issued to pay dividends in kind.

        For purposes of this projection, the Restructuring Transaction is
        treated as a troubled debt restructuring under the provisions of
        Statement of Financial Accounting Standards No. 15 "Accounting by
        Debtors and Creditors for Troubled Debt Restructurings." Because the
        total future cash flows of the new notes, including interest, are
        greater than the carrying value of the existing notes, the Company will
        not recognize a gain on restructuring. Accordingly, the difference
        between the estimated fair value of exchange consideration and carrying
        value of the notes, estimated to be approximately $51 million, is
        reflected as a long term liability in this projection and is treated as
        an adjustment of interest expense over the term of the new debt thereby
        reducing the effective interest rate on the new debt.

        In addition to the accounting treatment of the Exchange Offers
        discussed above, the projection assumes that direct cash costs of the
        transaction are approximately $12 million. These estimated costs have
        been allocated to three components of the transaction as follows.
        Approximately $2 million is allocated to deferred loan costs in the
        balance sheet as it relates to costs incurred in connection with
        securing the amendment to the existing covenants for the Senior Secured
        Credit Facility. These costs are amortized to interest expense over the
        remaining life of the Senior Secured Credit Facility. Approximately $7
        million is allocated to the issuance of the New Notes and will be
        recorded as an expense when incurred. The remaining $3 million in costs
        have been allocated to the Preferred Stock issued in the transaction
        and have reduced the carrying amount of the Preferred Stock.

    c.  Income Taxes. The consummation of the Exchange Offers under the
        Out-of-Court Alternative is expected to result in an ownership change
        under the provisions of Section 382 of the Internal Revenue Code.
        Accordingly, the Company would be subject to an annual limitation on
        the use of net operating losses generated prior to the ownership
        change. Based on this limitation, and excluding potential "built-in"
        gains that may be realized after the consummation of the Exchange
        Offer, the projection for the year ended December 31, 2003 assumes that
        approximately $190 million in net operating losses would expire unused
        based on an assumed fair value of the Company's common stock at the
        transaction date of $3.26 per share. Additionally, as a result of the
        exchange transaction, the Company may not receive a tax deduction for
        interest that had been accreted on the old senior discount notes that
        are being settled in the exchange transaction. The non-cash interest
        accreted on these notes had been reflected as a deferred tax asset in
        the Company's historical financial statements. As a result of these two
        items, the projection for the year ended December 31, 2003 includes the
        establishment of a valuation allowance against the Company's deferred
        tax assets of approximately $73 million which is reflected as a
        non-cash income tax expense in the projected 2003 statement of
        operations.

    d.  Statement of Operations. The projected statements of operations have
        been prepared based on certain assumptions shown in the Schedule of
        Significant Assumptions prepared by management. These assumptions are
        based on the continuation of current trends in the Company's industry
        specifically stable gross customer additions and lower average revenue
        per user and do not take into account any improvement in terms of
        overall industry conditions. To the extent possible, the Company has
        assessed the reasonableness of these assumptions against publicly
        available information for similar metrics related to other wireless
        carriers.


                                      B-6
<PAGE>

        SUBSCRIBER REVENUES are based on the projected number of subscribers in
        the Company's territory and the projected ARPU in the Schedule of
        Significant Assumptions. Subscriber growth over the projected period is
        based on the Company's historical experience and current trends in the
        markets in which the Company operates and is driven by the projected
        gross additions, net additions and churn. Base ARPU in the accompanying
        Schedule of Significant Assumptions represents the average revenue per
        subscriber excluding roaming revenue. The declining trend in projected
        Base ARPU is based on recent trends in the marketplace being driven by
        increased competition for subscribers.

        TRAVEL REVENUES represent revenue earned by the Company for other
        wireless providers' subscribers use of the Company's network. The
        projected travel revenues are based on projected minutes of inbound
        roaming traffic taking into account the number of expected sites on air
        as well as the growth in the number of subscribers for other carriers
        who would potentially roam onto the Company's network. Total ARPU in
        the Schedule of Significant Assumptions represents projected revenue
        per subscriber when travel revenues are included.

        COST OF SERVICES AND OPERATIONS represent the costs of operating our
        network including outbound travel and roaming charges as well as long
        distance, transport, backhaul and other network operating expenses.
        Additionally, costs paid to Sprint for back-office functions are
        included in costs of services and operations. These costs along with
        general and administrative expenses are used to determine CCPU. The
        projected CCPU amounts included in the Schedule of Significant
        Assumptions are based on historical experience as well as the Company's
        expectation of the scalability of the Company's network in terms of
        subscriber growth.

        SELLING AND MARKETING EXPENSES AND COSTS OF PRODUCTS SOLD (NET OF
        PRODUCT SALES REVENUE) are measured against gross subscriber additions
        in determining CPGA. The projected CPGA set forth in the Schedule of
        Significant Assumptions is based on the Company's historical CPGA and
        assumed that there is no further consolidation within the wireless
        industry to mitigate the intense competition that has been experienced
        to date.

        GENERAL AND ADMINISTRATIVE EXPENSES include corporate costs and
        expenses such as administration and finance. Expenses for the year
        ended December 31, 2003 include certain indirect costs of the
        transaction, such as advisory fees, that were not allocated to specific
        instruments as discussed above. Expenses decline in 2004 to historic
        levels and grow approximately 2.5% annually thereafter in the
        projection.

        DEPRECIATION AND AMORTIZATION includes depreciation of property, plant
        and equipment as well as amortization of intangibles. Depreciation
        expense in the projection is based on projected capital expenditures as
        discussed below along with the historic depreciable lives of similar
        assets. Amortization of intangibles is based on the remaining
        amortization of the intangibles related to the acquired subscriber
        bases and Sprint agreements acquired in connection with the
        acquisitions in 2001.

        INTEREST AND OTHER INCOME represents amounts earned on the investment
        of excess cash balances. The trend in income over the projection period
        is consistent with the trend in available cash balances discussed in
        the assumptions for the Statement of Cash Flows.

        INTEREST EXPENSE includes interest on the new Senior Notes issued in
        the transaction as well as interest on the Senior Secured Credit
        Facility. Interest expense also reflects the reduction related to the
        amortization of the deferred gain on the transaction as discussed in
        item (b) above.

        EARNINGS (LOSS) PER SHARE has been calculated based on the projected
        number of shares outstanding. Basic earnings (loss) per share is based
        on net income (loss) less dividends on the preferred stock issued in
        the Exchange Offer divided by the projected outstanding shares of
        common stock. The dividends on the preferred stock accrue daily at an
        annual rate of 7.5% compounded quarterly and can be settled in cash,
        Company common stock or additional preferred stock until July 31, 2008.
        For purposes of these projections, it is assumed that all preferred
        dividends through July 31, 2008 are paid in additional preferred stock.
        As the preferred stock dividend in the year 2007 of the projection is
        in excess of the Net Income for that year, the Company is projecting a
        basic net loss per share. Fully diluted earnings (loss) per


                                      B-7
<PAGE>

        share is based on the projected outstanding shares of common stock
        assuming all preferred stock is converted to common stock according to
        the terms of the new preferred stock, only to the extent dilutive. The
        dilutive effect of all outstanding stock options granted by the
        Company, as of the assumed effective date of the transaction, is
        immaterial to the projected fully diluted earnings per share.

    e.  Balance Sheet. Projected accounts receivable balances are based on
        projected subscriber revenue and represent approximately 45 days of
        revenue which is consistent with historical levels. Inventory balances
        are based on projected costs of products sold and represent
        approximately 30 days of inventory which is consistent with historic
        levels. Other current and noncurrent assets are based on historic
        levels taking into account inflationary increases. Property and
        equipment balances in the projection have been impacted by the capital
        expenditure assumptions discussed below as well as the depreciation
        expense assumptions discussed previously. Debt issuance costs in 2003
        reflect the removal of approximately $19 million in book value of
        existing debt issuance costs related to the old Senior Notes subject to
        the Exchange Offer. The remaining debt issuance costs related to the
        Senior Secured Credit Facility as well as the additional $2 million
        added as part of the transaction are amortized over the term of the
        Senior Secured Credit Facility. Intangible assets in the projection
        continue to be amortized based on the original amortization schedule.

        Current liabilities in the projection primarily consist of trade
        accounts payable, other accrued expenses and the current maturities of
        long term debt. Accounts payable and accrued expenses in the projection
        are based on the historical relationship with operating expenses and
        represent slightly over one month of expenses throughout the projection
        period. At the end of each year in the projection, the current
        maturities of long term debt consisting of the current portion of the
        Secured Credit Facility through 2007 and the new Senior Discount Notes
        in 2008 have been reflected in the current liabilities line. Capital
        lease obligations in the projection continue to be amortized based on
        the existing amortization schedule. The deferred tax liability is based
        on anticipated differences in the carrying value and tax basis of
        various assets and liabilities at the expected statutory tax rate.

        Preferred Stock in the projection accretes through July 2008 at 71/2%
        annually compounded quarterly based on the assumption that preferred
        dividends through July 2008 are paid with additional Preferred Stock.
        Total stockholders' equity in the projection takes into account
        projected net income (loss) as well as dividends on preferred stock.

    f.  Statement of Cash Flows. Capital expenditures in the projected
        statement of cash flows are based on assumptions for capital
        expenditures on a per-POP basis to effectively replenish assets as they
        depreciate, thereby maintaining current network service and capacity
        levels, as well as one major technology upgrade in 2005 at an estimated
        $3 per covered POP which is consistent with the historical cost of
        similar technological upgrades. The impact of the Exchange Offers is
        reflected in the projected statement of cash flow for 2003. The
        cancellation of old Notes and issuance of new Notes as well as the
        issuance of preferred stock are reflected as noncash financing
        activities. The deferral of the gain on restructuring discussed
        previously is included as a change in other noncurrent liabilities.
        Restricted cash is used in 2003 to make interest payments on the old
        Notes. No cash is escrowed in connection with the issuance of the new
        Notes under the Exchange Offer.

        The repayment of the Senior Secured Credit Facility is based on the
        anticipated amortization schedule within the existing credit agreement
        and indicate that the facility will be repaid in full in 2008.

        The prospective financial information included in this offering
        document has been prepared by, and is the responsibility of, the
        Company's management. PricewaterhouseCoopers LLP has neither examined
        nor compiled the accompanying prospective financial information and,
        accordingly, does not express an opinion or any other form of assurance
        with respect thereto. The PricewaterhouseCoopers LLP report
        incorporated by reference in this offering document relates to the
        Company's historical financial information. It does not extend to the
        prospective financial information and should not be read to do so.


                                      B-8
<PAGE>

     Alamosa has appointed Wells Fargo Bank Minnesota, N.A. as (i) the Exchange
Agent and the Information Agent for the Exchange Offers and (ii) the Voting
Agent for acceptances of the proposed Prepackaged Plan. All inquiries relating
to this Amendment or the Disclosure Statement and the transactions contemplated
hereby, including voting on the Prepackaged Plan, should be directed to the
Information Agent at the telephone numbers and address set forth below. All
completed Letters of Transmittal, including the Ballots contained therein to
vote on the Prepackaged Plan and Consents should be directed to Wells Fargo in
its capacity as the Exchange Agent and the Voting Agent for the Exchange Offers
at one of the addresses set forth below. All questions regarding the procedures
for tendering in the Exchange Offers and requests for assistance in tendering
your Existing Notes should also be directed to the Exchange Agent at one of the
following telephone numbers and addresses:


                           For Information Contact:




         WELLS FARGO BANK MINNESOTA, N.A., CORPORATE TRUST OPERATIONS


                                 (612) 316-4305




<TABLE>
<S>                                <C>                                  <C>
  By Regular or Certified Mail:                  By Hand:               By Overnight Mail or Courier:

Wells Fargo Bank Minnesota, N.A.     Wells Fargo Bank Minnesota, N.A.   Wells Fargo Bank Minnesota, N.A.
            MAC #N9303-110                    MAC #N9303-121                 608 Second Avenue South
      Corporate Trust Services          Corporate Trust Operations          Corporate Trust Services,
       6th & Marquette Avenue             6th & Marquette Avenue                   11th Floor
        Minneapolis, MN 55479             Minneapolis, MN 55479               Minneapolis, MN 55402

                                     For Information or to Confirm by
                                             Telephone Call:
                                              (612) 316-4305

                                   To Request Solicitation Packages or
                                        Other Documentation Call:
                                              (800) 344-5128

                                     By Facsimile (Eligible Guarantor
                                    Institutions Only): (612) 667-2160
</TABLE>

     DELIVERY OF A LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER THAN
THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER
THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL AND
CONSENT.


     Requests for additional copies of this Amendment, the Disclosure
Statement, Parent's or Alamosa Delaware's 2002 Annual Report on Form 10-K, the
Letter of Transmittal and Consent, the Ballot or the Notice of Guaranteed
Delivery and Consent may be directed to Wells Fargo at the respective telephone
numbers and addresses listed above.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>


[ALAMOSA LOGO]                                   NEWS RELEASE


CONTACT:      JON D. DRAKE
              DIRECTOR OF INVESTOR RELATIONS
              ALAMOSA HOLDINGS, INC.
              806-722-1455
              JDRAKE@ALAMOSAPCS.COM


 ALAMOSA MODIFIES EXCHANGE OFFERS; RECEIVES SUPPORT OF OVER 66 2/3% OF HOLDERS
            OF EXISTING NOTES; EXTENDS OFFERS UNTIL OCTOBER 29, 2003

o        EXCHANGE OFFERS MODIFIED TO INCLUDE:

           o      Change in the Convertible Preferred Stock dividend rate to a
                  fixed 7.5 percent; payment of dividends quarterly through
                  preferred dividends in kind, in new Series C preferred stock,
                  common stock or cash (subject to certain restrictions under
                  the senior secured credit facility) during the initial 4.75
                  years and payable only in cash thereafter

           o      Elimination of the Contingent Value Rights (CVR's) and the
                  "automatic conversion" feature for the preferred stock

           o      Inclusion of a right for Alamosa to redeem the preferred stock
                  after 3 years based on a tiered premium schedule

           o      Extension of the offering period until October 29, 2003 at 5PM
                  Easter

LUBBOCK, TEXAS (OCTOBER 15, 2003) - Alamosa Holdings, Inc. (OTCBB: ALMO), the
largest (based on number of subscribers) PCS Affiliate of Sprint (NYSE: FON,
PCS), today said that after modifying its proposed Exchange Offers, it has
received commitments from holders of approximately 68% percent of its existing
notes to support and tender into the Exchange Offers and vote in favor of the
pre-packaged plan of reorganization. Based on the modifications and receipt of
support from over 2/3rds of its note holders, Alamosa has now extended the
Exchange Offers and the voting deadline on the Prepackaged Plan until October
29, 2003 at 5 P.M. Eastern.


Alamosa modified the Exchange Offers by changing the dividend rate on the Series
B preferred stock, increasing it on the Series B preferred stock from a 6%
accretion/4.5% annual dividend rate to a fixed 7.5 percent annual dividend rate
with payment of dividends quarterly as outlined above. The Exchange Offers were
also modified to include a new Series C preferred stock with a conversion price
of $4.25. Terms of the Series C preferred are identical to the Series B
preferred stock to be issued under the Exchange Offers, except that the Series C
conversion price is $4.25, compared to the Series B conversion price of $3.40.
Through July 31, 2008, Alamosa has the



                                    - MORE -

<PAGE>

Alamosa Modifies Exchange Offers; Receives Support of Over 66 2/3% of Holders
of Existing Notes; Extends Offers Until October 29, 2003
Page 2
October 15, 2003
-------------------------------------------------------------------------------


option to pay preferred dividends: (i) in kind with Series C Preferred shares,
(ii) in common stock valued at the stock's average closing price for the 5
trading days prior to the dividend record date, or (iii) in cash (subject to
certain restrictions under the senior secured credit facility); or (iv) any
combination thereof. All dividends payable after July 31, 2008 must still be
paid in cash. Issuance of the Series B and Series C preferred stock could
potentially result in an additional 6.9% dilution of the fully diluted, fully
converted common stock based on the Exchange Offers, if all dividends are paid
in Series C preferred stock until July 2008 and if Alamosa does not redeem the
Series B and Series C preferred stock before its maturity in 2013.

Other modifications include the elimination of the Contingent Value Rights
(CVR's), the addition of the right for Alamosa to redeem the preferred stock
after 3 years and the elimination of the "automatic conversion" feature. The
CVR's were initially offered as additional compensation if Alamosa's common
stock did not trade above the $3.40 target price during a six-month period after
the close of the Exchange Offers. Alamosa can also redeem the preferred stock,
based on a tiered premium schedule, beginning in year 4 at a premium of 25
percent over the stated value of the preferred stock. The premium declines 5
percent per year until the premium is eliminated. Finally, Alamosa would have
had the right to "automatically convert" the remaining preferred shares to
common stock once 2/3 of the preferred shares were initially converted. That
provision is no longer contained in the Exchange Offers.

"The modifications we made to the Exchange Offers were needed to ensure its
success, which is in the best interest of Alamosa and its stakeholders," said
David E. Sharbutt, Chairman and Chief Executive Officer of Alamosa Holdings,
Inc. "After having already received agreements from approximately 68% of our
note holders to tender into the Exchange Offers and to vote in favor of the
pre-packaged plan, we remain focused on reaching our target of 97 percent
acceptance by the October 29, 2003 deadline and in achieving our long-term goals
for Alamosa."

As of the close of business on October 15, 2003, prior to these modified terms,
approximately $233.2 million in principal amount of 12.5% Senior Notes due 2011
and principal amount of 13.625% Senior Notes due 2011 and $185.5 million
principal amount of 12.875% Senior Discount Notes due 2010, had been validly
tendered and not withdrawn in the Exchange Offers.

ABOUT ALAMOSA
Alamosa Holdings, Inc. is the largest PCS Affiliate of Sprint based on number of
subscribers. Alamosa has the exclusive right to provide digital wireless mobile
communications network services under the Sprint brand name throughout its
designated territory located in Texas, New Mexico, Oklahoma, Arizona, Colorado,
Utah, Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas, Kansas,
Illinois and California. Alamosa's territory includes licensed population of
15.8 million residents.

                                    - MORE -





<PAGE>

Alamosa Modifies Exchange Offers; Receives Support of Over 66 2/3% of Holders
of Existing Notes; Extends Offers Until October 29, 2003
Page 3
October 15, 2003
-------------------------------------------------------------------------------



FORWARD LOOKING STATEMENTS

Statements contained in this news release that are forward-looking statements,
such as statements containing terms such as can, may, will, expect, plan, and
similar terms, are subject to various risks and uncertainties. Such
forward-looking statements are made pursuant to the "safe-harbor" provisions of
the private Securities Litigation Reform Act of 1995 and are made based on
management's current expectations or beliefs as well as assumptions made by, and
information currently available to, management. A variety of factors could cause
actual results to differ materially from those anticipated in Alamosa's
forward-looking statements. A more extensive discussion of the risk factors that
could impact these areas and Alamosa's overall business and financial
performance can be found in Alamosa's reports filed with the Securities and
Exchange Commission, especially in the "risk factors" sections of Alamosa's
Annual Report on Form 10-K for the year ended December 31, 2002 and in
subsequent filings with the Securities and Exchange Commission. Given these
concerns, investors and analysts should not place undue reliance on
forward-looking statements.

                                       ###








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