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

FORM 10-Q

(Mark One)

	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2005

OR

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from              to

COMMISSION FILE NUMBER: 0-32357

ALAMOSA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE				75-2890997
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

5225 SOUTH LOOP 289, SUITE 120
LUBBOCK, TEXAS 79424
(Address of principal executive offices, including zip code)

(806) 722-1100
(Registrant's telephone number, including area code)

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

YES      NO  

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES      NO  

As of May 5, 2005, 159,134,320 shares of common stock, $0.01 par value per share, were issued and outstanding.

ALAMOSA HOLDINGS, INC.
TABLE OF CONTENTS

PAGE

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

Consolidated Balance Sheets at March 31, 2005 and December 31, 2004 (unaudited)

3

Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 (unaudited)

4

Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (unaudited)

5

Notes to the Consolidated Financial Statements

6

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

25

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

34

Item 4.

Controls and Procedures

35

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

36

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

Item 3.

Defaults Upon Senior Securities

36

Item 4.

Submission of Matters to a Vote of Security Holders

36

Item 5.

Other Information

36

Item 6.

Exhibits

36

SIGNATURES

37

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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

ALAMOSA HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(dollars in thousands, except share information)

				March 31, 2005				December 31, 2004
ASSETS
Current assets:
Cash and cash equivalents				$	42,566			$	129,917
Short term investments					95,318				50,418
Customer accounts receivable, net					68,275				44,687
Receivable from Sprint					42,749				24,809
Interest receivable					196				216
Inventory					16,594				9,136
Prepaid expenses and other assets					20,334				13,170
Deferred customer acquisition costs					6,040				6,337
Deferred tax asset					4,230				4,230
Total current assets					296,302				282,920
Property and equipment, net					526,647				441,808
Debt issuance costs, net					8,858				9,086
Early redemption option on preferred stock					22,019				21,387
Goodwill					253,161				—
Intangible assets, net					818,443				416,716
Other noncurrent assets					5,638				4,188
Total assets				$	1,931,068			$	1,176,105
LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable				$	29,227			$	24,692
Accrued expenses					59,589				43,916
Payable to Sprint					59,569				35,852
Interest payable					14,590				21,076
Deferred revenue					27,927				22,549
Current installments of capital leases					113				110
Total current liabilities					191,015				148,195
Long term liabilities:
Capital lease obligations					720				749
Other noncurrent liabilities					8,874				5,835
Deferred tax liability					38,204				16,362
Senior notes					1,093,662				739,141
Total long term liabilities					1,141,460				762,087
Total liabilities					1,332,475				910,282
Commitments and contingencies (see Note 15)					—				—
Mandatorily redeemable convertible preferred stock:
Series B preferred stock, $.01 par value; 750,000 shares authorized; 448,180 and 478,987 shares issued and outstanding, respectively					150,783				161,148
Series C preferred stock, $.01 par value; 500,000 shares authorized; no shares issued					—				—
Total mandatorily redeemable convertible preferred stock					150,783				161,148
Stockholders' equity:
Preferred stock, $.01 par value; 8,750,000 shares authorized; no shares issued					—				—
Common stock, $.01 par value; 290,000,000 shares authorized; 144,892,392 and 114,895,245 shares issued and outstanding, respectively					1,449				1,149
Additional paid-in capital					1,205,735				860,425
Accumulated deficit					(757,076	)			(756,834	)
Unearned compensation					(2,298	)			(65	)
Total stockholders' equity					447,810				104,675
Total liabilities and stockholders' equity				$	1,931,068			$	1,176,105