respond to various competitive factors affecting the wireless telecommunications industry. While we try to maintain and grow our ARPU, we cannot assure you that we will be able to do so. If prices for our services continue to decline, it could adversely affect our ability to grow revenue, which would have a material adverse effect on our financial condition and our results of operations.

Our dependence on Sprint to develop competitive products and services and the requirement that we obtain Sprint's consent for our subsidiaries to sell non-Sprint approved equipment may limit our ability to keep pace with our competitors on the introduction of new products, services and equipment. Some of our competitors are larger than us, possess greater resources and more extensive coverage areas, and may market other services, such as landline telephone service, cable television and Internet access, along with their wireless communications services. In addition, we may be at a competitive disadvantage since we may be more highly leveraged than some of our competitors.

Market saturation could limit or decrease our rate of new subscriber additions.

Intense competition in the wireless communications industry could cause prices for wireless products and services to continue to decline. If prices drop, then our rate of net subscriber additions will take on greater significance in improving our financial condition and results of operations. However, as our and our competitors' penetration rates in our markets increase over time, our rate of adding net subscribers could decrease. If this decrease were to happen, it could materially adversely affect our liquidity, financial condition and results of operations.

Alternative technologies and current uncertainties in the wireless market may reduce demand for PCS products and services.

The wireless communications industry is experiencing significant technological change, as evidenced by the increasing pace of digital upgrades in existing analog wireless systems, evolving industry standards, ongoing improvements in the capacity and quality of digital technology, shorter development cycles for new products and enhancements and changes in end-user requirements and preferences. Technological advances and industry changes could cause the technology used on our network to become obsolete. We rely on Sprint for research and development efforts with respect to Sprint PCS products and services and with respect to the technology used on our portion of the PCS network of Sprint. Sprint may not be able to respond to such changes and implement new technology on a timely basis, or at an acceptable cost.

If Sprint is unable to keep pace with these technological changes or changes in the wireless communications market, the technology used on our network or our business strategy may become obsolete. In addition, other carriers are in the process of completing, or have completed, upgrades to 1xRTT, or other 3G technologies. 3G technology provides high-speed, always-on Internet connectivity and high-quality video and audio.

We also face competition from paging, dispatch and conventional mobile radio operations, enhanced specialized mobile radio, called ESMR, and mobile satellite service. In addition, future FCC regulation or Congressional legislation may create additional spectrum allocations that would have the effect of adding new entrants (and thus additional competitors) into the mobile telecommunications market.

Regulation by government or potential litigation relating to the use of wireless phones while driving could adversely affect our results of operations.

Some studies have indicated that some aspects of using wireless phones while driving may impair drivers' attention in certain circumstances, making accidents more likely. These concerns could lead to litigation relating to accidents, deaths or serious bodily injuries, or to new restrictions or regulations on wireless phone use, any of which also could have material adverse effects on our results of operations. A number of U.S. states and local governments are considering or have recently enacted legislation that would restrict or prohibit the use of a wireless handset while driving a vehicle or, alternatively, require the use of a hands-free telephone. Legislation and new restrictions or government regulations that restrict or prohibit wireless phone use could have a material adverse effect on our results of operations.

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FORWARD-LOOKING STATEMENTS

This document, and the documents incorporated herein by reference, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, (1) statements about the benefits of the merger with AirGate, including future financial and operating results; (2) statements with respect to Alamosa's plans, objectives, expectations and intentions and other statements that are not historical facts; and (3) other statements identified by words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects" and similar expressions. Such statements are based upon the current beliefs and expectations of Alamosa's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the businesses of Alamosa and AirGate may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected combination benefits from the merger may not be fully realized or realized within the expected time frame; (3) disruption from the merger making it more difficult to maintain relationships with clients, employees or suppliers; (4) Alamosa's dependence on its affiliation with Sprint; (5) shifts in populations or network focus; (6) changes or advances in technology; (7) changes in Sprint's national service plans or fee structure with Alamosa; (8) change in population; (9) difficulties in network construction; (10) increased competition in Alamosa's markets; and (11) adverse changes in financial position, condition or results of operations. Additional factors that could cause Alamosa's results to differ materially from those described in the forward-looking statements can be found in the 2004 Annual Report on Form 10-K Alamosa filed with the Commission and available at the Commission's internet site (http://www.sec.gov). The forward-looking statements in this prospectus speak only as of the date of this prospectus or the date of any prospectus incorporated by reference in this document. Alamosa assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those contained in the forward-looking statements.

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USE OF PROCEEDS

The proceeds to be received from the exercise of the warrants described in this prospectus, assuming all warrants are exercised, will be approximately $15.6 million. We intend to use such proceeds for general corporate purposes, including the purchase or repayment of indebtedness outstanding at a particular time, acquisitions, capital expenditures, working capital and investments. Pending such uses, we intend to invest such funds in short-term, investment-grade, interest-bearing instruments.

We will not receive any proceeds from the resale of the iPCS warrants or our common stock by the selling securityholders.

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DESCRIPTION OF THE iPCS WARRANTS

iPCS, Inc., a former subsidiary of AirGate, issued the 300,000 iPCS warrants pursuant to a warrant agreement dated as of July 12, 2000, with Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as warrant agent. AirGate assumed all of iPCS' obligations pursuant to the warrant agreement upon the effectiveness of AirGate's acquisition of iPCS in November 2001. We assumed all of AirGate's obligations pursuant to the warrant agreement upon the completion of our acquisition of AirGate in February 2005. As of the date of this prospectus there were 300,000 iPCS warrants outstanding.

The following description is a summary of certain of the material provisions of the warrant agreement. We urge you to read the relevant warrant agreement because it defines your rights as a holder of these warrants.

General

The terms and conditions of the warrants generally remain unaffected by our assumption thereof. However, following completion of the merger, each iPCS warrant entitles the holder to purchase 0.6996 shares of Alamosa common stock at an exercise price of $74.34 per share. This prospectus includes such additional shares of common stock, which as of this date is indeterminable, that we may have to issue and sell to avoid dilution of the warrants. The iPCS warrants will automatically expire at 5:00 p.m., New York City time, on July 15, 2010.

The iPCS warrants may be exercised by surrendering the warrant certificates with the accompanying form of election to purchase, together with payment of the exercise price. Payment of the exercise price may be made in cash, by wire transfer or by certified or official bank check to the order of Alamosa Holdings, Inc.

Upon surrender of the warrant certificate and payment of the exercise price, we will deliver stock certificates representing the number of whole warrant shares to which the holder is entitled. If less than all of the iPCS warrants represented by a warrant certificate are exercised, such certificate shall be surrendered and a new warrant certificate of the same tenor and for the number of warrants, which were not exercised, shall be executed. Holders of iPCS warrants will be able to exercise their warrants only if a registration statement relating to the common stock underlying the iPCS warrants is then in effect, or the exercise of such iPCS warrants is exempt from the registration requirements of the Securities Act and the securities laws of the states in which the various holders of the iPCS warrants reside.

No fractional shares will be issued upon exercise of the iPCS warrants. Instead, we will pay to the holder of the warrant an amount in cash equal to the current market value of any such fractional shares less a corresponding fraction of the exercise price.

In the event of our liquidation, dissolution or winding up, the holders of the warrants will not be entitled to share in our assets. If a bankruptcy or reorganization is commenced by or against us, a bankruptcy court may hold that unexercised iPCS warrants are executory contracts which may be subject to rejection by us and the holders of the iPCS warrants may, even if sufficient funds are available, receive nothing or less than they would be entitled to if they had exercised their iPCS warrants prior to the commencement of any such proceeding.

In the event of a taxable distribution to holders of our common stock that results in an adjustment to the number of warrant shares, the holders of the iPCS warrants may, in certain circumstances, be deemed to have received a dividend subject to United States federal income tax. See "Certain United States Federal Income Tax Considerations."

No Rights As Stockholders

The holders of unexercised iPCS warrants will have no right to vote on matters submitted to our stockholders and will have no right to receive dividends.

Adjustments

The number of warrant shares purchasable upon exercise of iPCS warrants is subject to adjustment in several circumstances including, among others, the following:

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•	the payment by us of dividends or other distributions;

•	changes in our capitalization;

•	the issuance of common stock or securities convertible into common stock at a price which is less than the then fair market value based upon the sale price to a party not related to us or a determination by the members of our board of directors who do not have an interest in the transaction, subject to limited exceptions; and

•	other events that could have the effect of depriving holders of the iPCS warrants of the benefit of all or a portion of the purchase rights evidenced by these warrants.

No adjustment need be made for any of the above transactions if holders of iPCS warrants participate in the transaction on a basis the board of directors determines to be fair and appropriate. In addition, no adjustment need be made for the adoption of a shareholder's rights plan or the issuance of rights under such a plan.

In the case of a consolidation or merger of us, or the sale of all or substantially all of our assets to another corporation, each warrant will represent the right to receive the kind and amount of shares of stock or other securities or property to which the warrant holder would have been entitled had the warrant been exercised immediately prior to such transaction. If we do not survive in any transaction, the surviving entity must assume our obligations under the warrant agreement.

Reservation of Shares

We have authorized, and will at all times reserve and keep available, such number of shares of our common stock as will be issuable upon the exercise of all outstanding iPCS warrants.

Amendment

From time to time, we and the warrant agent, without the consent of the holders of the iPCS warrants, may amend or supplement the warrant agreement for several purposes, including curing defects or inconsistencies or making changes that do not adversely affect the legal rights of any warrant holder. Any amendment or supplement that has an adverse effect on the interests of the warrant holders requires the written consent of a majority of the holders of the then outstanding iPCS warrants, excluding any iPCS warrants held by us or any of our affiliates.

Registration of the Warrant Shares/Liquidated Damages

Under the terms of a registration rights agreement entered into by iPCS in connection with the issuance of the iPCS warrants, which AirGate assumed through the acquisition of iPCS and we assumed in our merger with AirGate, we are required to keep effective the shelf registration statement of which this prospectus is a part covering the resale of the iPCS warrants and the resale of the shares of our common stock issuable upon the exercise of these warrants until the date on which all of the iPCS warrants or shares of our common stock issuable thereunder have been sold pursuant to the shelf registration statement or the iPCS warrants have expired. If we fail to maintain the effectiveness of the shelf registration statement, a registration default will occur and we will be required to pay liquidated damages to each holder of an iPCS warrant. The liquidated damages will be in an amount equal to $0.03 per week per iPCS warrant held by such holder for each week or portion thereof that the registration default continues for the first 90-day period immediately following the occurrence of such registration default. This amount will increase by an additional $0.02 per week per iPCS warrant with respect to each subsequent 90-day period, up to a maximum of $0.07 per week per iPCS warrant. The provision for liquidated damages will continue until the registration default has been cured. We are not required to pay liquidated damages for more than one registration default at any given time.

Without triggering a registration default, we may suspend the effectiveness of any shelf registration statement or amendment to the shelf registration statement, suspend the use of any prospectus and are not required to amend or supplement the shelf registration statement, any related

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prospectus or any document incorporated by reference other than an effective registration statement being used for an underwritten offering in the event that, and for periods not to exceed 60 consecutive days in any calendar year if:

•

an event or circumstance occurs and is continuing, as a result of which the shelf registration statement, any related prospectus or any document incorporated by reference or proposed to be filed would, in our good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading; and

•	we determine in our good faith judgment that the disclosure of such event at such time would reasonably be expected to have a material adverse effect on our business, operations, or prospects; or

•	the disclosure otherwise relates to a material business transaction which has not yet been publicly disclosed.

Each holder of the iPCS warrants or warrant shares that sells pursuant to this shelf registration statement of which this prospectus is a part generally will:

•	be required to be named as a selling securityholder in this related prospectus and to deliver a prospectus to the purchaser;

•	be subject to the civil liability provisions under the Securities Act in connection with such shares;

•	be bound by the provisions of the warrant agreement which are applicable to such holder; and

•	be required to deliver information to be used in connection with this shelf registration statement.

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DESCRIPTION OF OUR CAPITAL STOCK

General

Our authorized capital stock consists of 290 million shares of common stock, par value $0.01 per share, and 10 million shares of preferred stock, par value $0.01 per share. As of March 15, 2005, 140,183,356 shares of common stock were issued and outstanding and 478,987 shares of Series B Convertible Preferred Stock were issued and outstanding. The preferred stock may be issued in one or more series with such terms and at such times and for such consideration as our board of directors determines.

The following summary of the terms of our capital stock is not intended to be complete and is subject in all respects to the applicable provisions of the General Corporation Law of the State of Delaware, or DGCL, and is qualified by reference to our certificate of incorporation and bylaws. To obtain copies of these documents, see "Where You Can Find More Information" on page 32.

Common Stock

The outstanding shares of our common stock are fully paid and nonassessable. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Holders of our common stock do not have pre-emptive rights and are not entitled to cumulative voting rights with respect to the election of directors. Our common stock is neither redeemable nor convertible into other securities, and there are no sinking fund provisions.

Subject to the preferences applicable to any shares of our preferred stock outstanding at the time, holders of our common stock are entitled to dividends when and as declared by our board of directors from funds legally available therefor and are entitled, in the event of liquidation, to share ratably in all assets remaining after payment of liabilities.

Preferred Stock

Our board of directors may, without further action by our stockholders, issue one or more series of our preferred stock and fix the rights and preferences of these shares, including the dividend rights, dividend dates, conversion rights, exchange rights, voting rights, terms of redemption, redemption price or prices, liquidation preferences, the number of shares constituting any series and the designation of such series.

The Series B Preferred Stock is senior to our common stock with respect to the payment of dividends and upon our liquidation, dissolution or winding up. Holders of Series B Preferred Stock are entitled to receive, when and as declared by our board of directors, dividends at the annual rate of 7.5% of the $250 liquidation preference per share. Dividend payments can be made in cash, shares of Series C preferred stock, shares of our common stock, or in any combination thereof.

The Series B Preferred Stock may be redeemed by us, in whole or in part, at any time on or after the third anniversary of the date of the original issuance at a redemption price of 125% of the $250 liquidation preference, reduced by 5% annually thereafter until 2011, after which time the redemption price remains at 100%. All outstanding Series B Preferred Stock must be redeemed by us on July 31, 2013.

Each share of Series B Preferred Stock carries one vote on all matters submitted generally to our shareholders, and votes together as a single class with our common stock. Shares of Series B Preferred Stock can be converted at any time into shares of our common stock at a conversion price of $3.40, subject to adjustment.

We have no outstanding shares of Series C Preferred Stock as of the date of this document. The Series C Preferred Stock has the same terms as those of the Series B Preferred Stock described above, except that the conversion price is $4.25, subject to adjustment.

AirGate Warrants

As of the date of this document, there were 8,620 AirGate warrants outstanding. Each such warrant entitles the holder to receive 0.9482 shares of our common stock and $3.64 in cash at an exercise price of $0.02148 per warrant.

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Anti-Takeover Provisions

Our certificate of incorporation and bylaws provide that our board of directors is to be divided into three classes as nearly equal in number as possible. Directors are elected by classes to three year terms, so that approximately one-third of our directors is elected at each annual meeting of the stockholders. In addition, our bylaws provide that the power to fill vacancies is vested in our board of directors. The overall effect of these provisions may be to prevent a person or entity from seeking to acquire control of us through an increase in the number of directors on our board and the election of designated nominees to fill newly created vacancies.

Shareholder Rights Plan

On February 14, 2001, our board of directors adopted a stockholder rights plan. The rights plan provides that one right will be issued with each share of common stock issued. Each right, when exercisable, will entitle the holder to purchase from us one one-thousandth of a share of Series A preferred stock at a purchase price of $84 per one one-thousandth of a share, subject to adjustment. Each such fractional share of the Series A preferred stock will essentially be the economic equivalent of one share of our common stock.

A stockholder rights plan is designed to deter coercive takeover tactics and to encourage third parties interested in acquiring us to negotiate with our board. The stockholder rights plan achieves these goals by significantly diluting the ownership interest of a person who acquires a specified percentage of our common stock without first obtaining approval of the board.

Initially, the rights will be attached to all certificates representing outstanding shares of our common stock and will be transferred with and only with such certificates. The rights will separate from our common stock and become exercisable upon the earlier to occur of:

•	the close of business on the tenth business day after the public announcement that a person or group of persons has acquired 20% or more of our outstanding common stock, except in connection with an offer approved by our board; or

•	the close of business on the tenth business day after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer that would result in a person or group of persons acquiring 20% or more of our outstanding common stock.

A person or group of persons will be considered to have acquired beneficial ownership of our common stock if they have the power to vote or direct the voting of our common stock. Certain stockholders named in our amended and restated certificate of incorporation may enter into voting agreements with each other only, at any time, without being deemed the beneficial owner of securities owned by the other parties to the voting agreements, if the voting agreements:

•	were approved by our board prior to the time they were entered into;

•	do not govern the voting of our common stock regarding matters other than the election of members of our board of directors; and

•	do not govern the voting of our common stock held by persons other than persons who were our stockholders before the date of our initial public offering.

The rights will expire at the close of business on the tenth anniversary of the date of issuance, unless we redeem or exchange the rights before that date or amend the stockholder rights plan to extend the term of the rights.

Flip-in Right.    If any person or group of persons acquires 20% or more of our outstanding common stock, each holder of a right, other than the acquiring person, will have the right to receive, upon exercise thereof, the number of shares of common stock, or in certain circumstances, cash, property or other securities of ours, having a value equal to two times the purchase price of the right. The acquiring person's rights will automatically become null and void in that event. In other words, the stockholders other than the acquiring person will be able to buy common stock at half price.

Flip-over Right.    If at any time after a person or group of persons acquires 20% or more of our outstanding common stock and the following occurs:

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•	we effect a merger or other business combination in which we are not the surviving corporation;

•	we are the surviving corporation in a consolidation, merger or similar transaction in which our shares of common stock are changed into or exchanged for other securities; or

•	we sell or otherwise transfer more than 50% of our assets, cash flow or earning power;

then each holder of a right, except a person who has acquired beneficial ownership of 20% or more of the outstanding common stock, may purchase, upon the exercise of each right at the then-current purchase price, that number of shares of common stock of the acquiring company with a market value equal to two times the purchase price of the right. In other words, the stockholders other than the acquiring person will be able to buy common stock of the acquiring company at half price.

Adjustments.    The purchase price and the number of shares of Series A Preferred Stock or other securities issuable upon exercise of the rights may be adjusted to prevent dilution upon:

•	stock dividends, subdivisions, combinations or reclassifications of our common stock or the Series A Preferred Stock;

•	below market issuances of rights or warrants to subscribe for or convert into Series A preferred stock; or

•	distributions to holders of the Series A preferred stock of evidence of indebtedness, cash, excluding regular quarterly cash dividends, assets, excluding dividends payable in Series A preferred stock, or subscription rights or warrants.

Exchange of Rights.    After a person or group of persons acquires 20% of our outstanding common stock but before that person or group beneficially owns 50% or more of our common stock, we may, at our option, exchange the rights at an exchange ratio of one-half the number of shares of common stock, Series A preferred stock, or other property for which a right is exercisable immediately prior to our decision to exchange the rights, subject to adjustment. Rights held by an acquiring person are not entitled to these exchange rights. In that event, the stockholders other than the acquiring person would receive common stock in exchange for their rights.

Redemption of Right.    At any time before a person or group of persons acquires 20% or more of our outstanding common stock, we may redeem the rights at a price of $0.001 per right. Upon the effective date of the redemption of the rights, the rights will terminate and the rights holders will only be entitled to receive the $0.001 redemption price.

Rights as Stockholder.    Until a right is exercised, the rights will not entitle the holder to the rights as our stockholder, including, without limitation, the right to vote or to receive dividends.

The rights may have certain anti-takeover effects. The rights may cause substantial dilution to any person or group that attempts to acquire us without the approval of its board. As a result, the overall effect of the rights and other provisions described above may be to make more difficult a merger, tender offer, other business combination or proxy contest involving us, even if such event would be favorable to the interest of our stockholders.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Mellon Investor Services LLC.

Listing

Our common stock has been approved for quotation and is traded in the Nasdaq National Market under the symbol "APCS."

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

The following discussion addresses the material United States federal income tax consequences of the exercise, ownership and disposition of the warrants. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations, administrative rulings and judicial decisions, all as currently in effect and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. This discussion applies only to warrant holders that hold their warrants as a capital asset within the meaning of Section 1221 of the Code (each referred to as a "holder"). Further, this discussion does not address all aspects of United States federal taxation that may be relevant to a particular holder in light of its personal circumstances or to holders subject to special treatment under the United States federal income tax laws, including:

•	banks or trusts,

•	tax-exempt organizations,

•	insurance companies,

•	dealers in securities or foreign currency,

•	traders in securities who elect to apply a mark-to-market method of accounting,

•	pass-through entities and investors in such entities, and

•	foreign persons.

In addition, the discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of exercise of the warrants. For purposes of this discussion, "United States person" means a holder which is, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any State or political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of source or (iv) a trust if a United States court is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust. Non-United States persons should consult their tax advisors regarding the United States federal income tax consequences and any applicable foreign tax consequences of the exercise of warrants.

Exercise of AirGate Warrants

The tax laws concerning the consequences to a holder upon exercise of warrants for a combination of cash and stock of the issuer are unclear, and there is no authority directly addressing the tax consequences to a holder that exercises such warrants.

Since there is no direct authority on the tax consequences of the exercise of AirGate warrants for a combination of cash and stock of the issuer, it is possible that such exercise could be treated in a number of different ways. Although other treatments are possible, the cash received on exercise (excluding cash received in lieu of fractional shares, as discussed below) might be first applied against the holder's tax basis in the AirGate warrants. In that case a holder that exercises AirGate warrants would generally recognize gain (but not loss, except, possibly, in the case of cash in lieu of fractional share as discussed below) in an amount equal to the difference between (i) the amount of cash received (excluding cash received in lieu of fractional shares, as discussed below) and (ii) the sum of (A) the price the holder paid for the AirGate warrants and (B) the amount of cash paid upon exercise of the AirGate warrants. Any recognized gain would generally be long-term capital gain if the holder's holding period with respect to the AirGate warrants were more than one year at the time the AirGate warrants were exercised. If a holder's adjusted basis in the AirGate warrants exceeded the sum of (A) the price the holder paid for the AirGate warrants and (B) the amount of cash paid upon exercise of the AirGate warrants, a holder would be permitted to claim the difference as its aggregate basis in the Alamosa common stock received; in all other cases, the holder's aggregate basis

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in the Alamosa common stock received would be zero. The holding period of the Alamosa common stock received would include the holding period of the AirGate warrants exercised.

Another possible treatment is that the holder's tax basis in the AirGate warrants plus the exercise price is bifurcated between the stock and the cash received upon exercise (excluding cash received in lieu of fractional shares, as discussed below) based upon the relative values of such stock and cash (excluding cash received in lieu of fractional shares, as discussed below). In that case a holder would, with respect to the cash portion, recognize gain or loss equal to the difference between the cash received and the basis of the AirGate warrant and exercise price allocated to such cash portion (excluding cash received in lieu of fractional shares, as discussed below). With respect to the stock portion, the holder would not recognize gain or loss and would hold the stock with a basis equal to the basis and exercise price allocated to it and with a holding period that includes the holding period of such AirGate warrant. A holder of AirGate warrants is urged to consult its tax advisor as to these and other possible tax treatments of an exercise of warrants.

Exercise of iPCS Warrants

A holder of an iPCS warrant will generally not recognize taxable gain or loss upon the exercise of an iPCS warrant, except to the extent of cash received in lieu of fractional shares, as discussed below. The holder's adjusted basis in the Alamosa common stock received upon exercise will equal the sum of the holder's adjusted tax basis in the iPCS warrant immediately prior to exercise, increased by the exercise price paid. The holding period of the Alamosa common stock received upon the exercise of the iPCS warrants would begin on the date of exercise and would not include the period during which the iPCS warrants were held.

Cash in lieu of fractional shares of Alamosa Common Stock

A holder that receives cash in lieu of a fractional share of Alamosa common stock upon exercise of either the AirGate or iPCS warrants should generally be treated as if it received such fractional share and sold it for cash in a transaction in which such holder should recognize short term capital gain or loss in an amount equal to the difference between such cash and any tax basis allocable to the fractional share.

Sale or Exchange of iPCS or AirGate Warrants

The sale or exchange of a warrant will generally result in the recognition of capital gain or loss to the holder in an amount equal to the difference between (i) the amount of cash and the fair market value of property received in exchange therefor and (ii) such holder's adjusted tax basis in such warrant. Capital gain or loss recognized by a holder upon the sale or exchange of a warrant generally will be long-term capital gain or loss if the holding period with respect to the warrant is more than one year.

Expiration of Unexercised Warrants

If a warrant expires unexercised, the holder will recognize a capital loss equal to such holder's tax basis in such warrant.

Under Section 305 of the Code, adjustments to the exercise price or conversion ratio of the iPCS warrants which may occur under certain circumstances, or the failure to make such adjustments, may result in the receipt of taxable constructive dividends by a holder to the extent of Alamosa's current or accumulated earnings and profits, regardless of whether there is a distribution of cash or property.

THE FOREGOING DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY, AND EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR CONSEQUENCES TO THE HOLDER OF OWNERSHIP, EXERCISE AND DISPOSITION OF THE WARRANTS.

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SELLING SECURITYHOLDERS

Set forth below is information with respect to the number of the iPCS warrants and shares of our common stock issuable upon exercise of the iPCS warrants owned by each of the selling securityholders. The iPCS warrants are being registered to permit the resale by the selling securityholders of such warrants. We are also registering the resale by the selling securityholders of the shares of our common stock to be issued upon the exercise of iPCS warrants. See "Plan of Distribution."

We have filed with the Securities and Exchange Commission a registration statement, of which this prospectus forms a part, with respect to the resale of the iPCS warrants and the resale of the shares of our common stock issuable upon the exercise of iPCS warrants from time to time, under Rule 415 under the Securities Act, in the over-the-counter market, in privately negotiated transactions, in underwritten offerings or by a combination of these methods for sale. We are required to keep this registration statement effective until the earlier of:

•	July 15, 2010;

•	the date on which all of the iPCS warrants have been exercised; or

•	the date on which all of the iPCS warrants and shares of our common stock issued upon exercise of iPCS warrants can be sold without registration under the Securities Act and without restriction as to the manner, timing or volume of any such sale.

The iPCS warrants and the shares of our common stock issuable upon the exercise of such warrants offered by this prospectus may be offered from time to time by the persons or entities named below.

Name of Selling Securityholder				Number of iPCS Warrants Owned Prior to the Offering(1)				Number of Shares Issuable Upon Exercise of iPCS Warrants Held by Securityholder (2)				Number of Shares of Alamosa Common Stock Beneficially Owned Prior to the Offering (3)
Dresdner Kleinwort Wasserstein SECS LLC				4,000				2,798				—
AIM High Yield Fund				6,880				4,813				473,533.13 (7)
AIM VI High Yield Fund				100				69				25,689.89 (7)
Invesco US High Yield Fund				20				13				3,754.11 (7)
Columbia Management Group				2,500				1,749				—
AIG Global Investment Group				6,000				4,197				43,335
Ares Leveraged Investment Fund II, L.P.				2,625				1,836				—
Ares Leveraged Investment Fund, L.P.				2,625				1,836				—
Salomon Brothers Asset Management, Inc. (4)				5,500				3,847				—
Bear Stearns & Co. Inc.				2,500				1,749				—
T. Rowe Price High Yield Fund, Inc. (5)				9,150				6,401				—
Penn Series Funds Inc.-High Yield Bond Fund (5)				300				209				—
State Employees Retirement Fund of the State of Delaware (5)				550				384				—
New York City Employees Retirement Systems Enhanced Yield (5)				1,000				699				—
Credit Suisse First Boston Employee Pension C/o Credit Suisse Asset Management				2,100				1,469				—
Credit Suisse Institutional High Yield Fund C/o Credit Suisse Asset Management				500				349				—

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Name of Selling Securityholder				Number of iPCS Warrants Owned Prior to the Offering(1)				Number of Shares Issuable Upon Exercise of iPCS Warrants Held by Securityholder (2)				Number of Shares of Alamosa Common Stock Beneficially Owned Prior to the Offering (3)
Blackstone Mezzanine Partners L.P.				45,000				31,482				—
Blackstone Mezzanine Holdings L.P.				5,000				3,498				—
Oppenheimer Champion Income Fund (6)				3,600				2,518				—
Oppenheimer Strategic Income Fund (6)				6,600				4,617				—
Oppenheimer Variable Account Funds for the Account of Strategic Bond Fund/VA (6)				300				209				—
Oppenheimer High Yield Fund (6)				3,750				2,623				—
Oppenheimer Variable Account Funds for the Account of Oppenheimer High Income Fund/ VA (6)				750				524				—
Hallmark Cards Inc. Eaton Vance High Yield				750				524				—
Diversified Investors High Yield Bond Fund				1,000				699				—
Boston Income Portfolio				4,650				3,253				—
High Income Portfolio				7,670				5,365				—
Trust Company of the West				71,050				49,706				—

(1)	All the iPCS warrants beneficially owned by each selling securityholder listed above may be sold by such securityholder in this offering.

(2)	All the shares of Alamosa common stock issuable upon the exercise of iPCS warrants held by the security holders listed above may be sold by such securityholder in this offering.

(3)	Figures in this column do not include shares of Alamosa common stock issuable upon exercise of the iPCS warrants held by the respective selling securityholders. None of the selling securityholders currently owns one percent or more of Alamosa common stock.

(4)	Salomon Brothers Asset Management, Inc. ("SBAM") acts as discretionary investment advisor with respect to the following accounts that hold iPCS warrants: (i) Commonwealth of Pennsylvania State Employees Retirement System (3,000); (ii) Renaissance Reinsurance LTD (1,000); (iii) Southeastern Pennsylvania Transportation Authority (500); (iv) Unisys Corporation (1,000).

(5)

T. Rowe Price Associates, Inc. ("T. Rowe Price Associates") serves as investment adviser with power to direct investments and/or sole power to vote the shares owned by these funds, as well as shares owned by certain other individual and institutional investors. For purposes of reporting requirements of the Securities Exchange Act of 1934, T. Rowe Price Associates may be deemed to be the beneficial owner of 11,000 iPCS warrants listed above; however, T. Rowe Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. T. Rowe Price Associates is a wholly-owned subsidiary of T. Rowe Price Group, Inc., which is a publicly traded financial services holding company.

T. Rowe Price Associates, as Investment Adviser to the T. Rowe Price family of funds and/or Investment Sub-Adviser to T. Rowe Price's institutional clients, may be considered "Indirect" owner of the funds or sub-advised funds. As the funds' adviser or sub-adviser, the investment power and voting power is shared with T. Rowe Price Associates. T. Rowe Price Associates is an indirect owner and has a shared investment power over 606,000 shares of Alamosa common stock.

(6)	Oppenheimer Funds, Inc. holds iPCS warrants on behalf of these funds.

(7)	Shares of common stock issuable upon the exercise of Alamosa Series B Preferred Stock.

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Because the selling securityholders may, under this prospectus, offer all or some portion of the iPCS warrants or the common stock issuable upon exercise of such warrants, no estimate can be given as to the number of the warrants or shares of common stock issuable upon exercise of iPCS warrants that will be held by the selling securityholders upon termination of any sales. In addition, the selling securityholders above may have sold, transferred or otherwise disposed of all or any portion of their warrants, since the date on which they provided the information regarding their warrants, in transactions exempt from the registration requirements of the Securities Act. See "Plan of Distribution."

Only selling securityholders identified above who beneficially own the securities set forth opposite each selling securityholder's name in the table above on the effective date of the registration statement of which this prospectus forms a part may sell those securities under the registration statement. Prior to any use of this prospectus in connection with an offering of the iPCS warrants and/or the shares of our common stock issuable upon exercise of the iPCS warrants by any holder not identified above, this prospectus will be supplemented to set forth the name and number of the warrants and/or shares of our common stock beneficially owned by the selling securityholder intending to sell such warrants and/or shares of our common stock, and the number of warrants and/or shares of our common stock to be offered. The prospectus supplement will also disclose whether any selling securityholder selling in connection with the prospectus supplement has held any position or office with, been employed by or otherwise has had a material relationship with us or any of our subsidiaries or affiliates during the three years prior to the date of the prospectus supplement if this information had not been disclosed in this prospectus.

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PLAN OF DISTRIBUTION

Distributions by Us

This prospectus relates, in part, to the issuance by us from time to time of shares of our common stock issuable upon the exercise of the AirGate warrants and any registered iPCS warrants. The costs of registering, issuing and maintaining an effective registration statement for the shares of common stock underlying these warrants have been and will be borne by us.

Under the terms of the warrant agreement governing the AirGate warrants, we are required to keep a shelf registration statement related to the issuance of shares of our common stock underlying the AirGate warrants continuously effective until the later of the date on which (a) all of the AirGate warrants have been exercised or (b) the AirGate warrants have expired. The warrant agreement provides that if we fail to keep the shelf registration statement continuously effective until such date, then we will be required to pay liquidated damages to each holder of an AirGate warrant which shall accrue from the first such registration default. The liquidated damages paid to each holder of a warrant will be in an amount equal to $0.03 per week per warrant held by such holder for each week or portion thereof that the registration default continues for the first 90-day period immediately following the occurrence of such registration default. This amount will increase by an additional $0.02 per week per warrant with respect to each subsequent 90-day period, up to a maximum amount equal to $0.07 per week per warrant. The provision for liquidated damages will continue until such registration default has been cured. We will not be required to pay liquidated damages for more than one registration default at any given time. Liquidated damages accrued as of April 1 or October 1 of each year will be payable on such date. All accrued liquidated damages shall be paid by us to holders entitled to liquidated damages in accordance with the warrant agreement.

Distributions by the Selling Securityholders

The iPCS warrants and the shares of our common stock issued upon the exercise of iPCS warrants offered hereby may be sold by the selling securityholders from time to time in:

•	transactions in the over-the-counter market;

•	negotiated transactions;

•	underwritten offerings; or

•	a combination of such methods of sale.

The selling securityholders may sell their warrants and the shares of our common stock issued upon the exercise of the warrants at:

•	fixed prices which may be changed;

•	market prices prevailing at the time of sale;

•	prices related to prevailing market prices; or

•	negotiated prices.

The selling securityholders may effect these transactions by selling their warrants and shares of our common stock issued upon the exercise of such warrants to or through broker-dealers, and these broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling securityholders and/or the purchasers of the warrants for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).

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We are required to keep this registration statement effective until the earlier of:

•	July 15, 2010;

•	the date on which all of the warrants have been exercised; or

•	the date on which all of the warrants and shares of our common stock issued upon exercise of the iPCS warrants can be sold without registration under the Securities Act and without restriction as to the manner, timing or volume of any such sale.

However, as long as any affiliate of ours holds any iPCS warrants or shares of our common stock issued upon exercise of iPCS warrants, we will be required to keep this registration statement effective.

In order to comply with the applicable securities laws of particular states, if applicable, the iPCS warrants, and shares of our common stock will be sold in the jurisdictions only through registered or licensed brokers or dealers. In addition, in particular states, the warrants and shares of our common stock may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The selling securityholders and any broker-dealers or agents that participate with the selling securityholders in the distribution of the iPCS warrants or the shares of our common stock issued upon the exercise of iPCS warrants may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the warrants or the shares of our common stock issued upon the exercise of iPCS warrants purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

Each selling securityholder will be subject to applicable provisions of the Securities Exchange Act of 1934, and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling securityholders.

We will pay for all costs of the registration of the iPCS warrants, including, without limitation, the Securities and Exchange Commission's filing fees and expenses of compliance with state securities or "blue sky" laws; except that, the selling securityholders will pay all underwriting discounts and selling commissions, if any. We have agreed to indemnify the selling securityholders against particular civil liabilities, including some liabilities under the Securities Act, or we will compensate them for some of these liabilities incurred in connection therewith.

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LEGAL MATTERS

The validity of the securities offered herby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.

EXPERTS

The consolidated financial statements of Alamosa and its subsidiaries and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to Alamosa's Annual Report on Form 10-K for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

The consolidated financial statements and schedule of AirGate PCS, Inc. and subsidiaries as of September 30, 2004 and 2003, and for each of the years in the three-year period ended September 30, 2004, have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We are currently subject to the information and reporting requirements of the Exchange Act, and in accordance therewith file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or SEC. Those reports and other information so filed with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W. , Washington, D.C. 20549. Copies of those materials can be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The SEC also maintains a site on the World Wide Web at http:// www.sec.gov, which contains reports and other information regarding registrants. You can also inspect reports, proxy statements and other information pertaining to us at the offices of the NASDAQ Stock Market, Inc., Investor Relations, One Liberty Plaza, 50th Floor, New York, NY 10006.

We filed a registration statement on Form S-3 to register with the SEC the securities offered by this prospectus. This prospectus is a part of that registration statement. As allowed by the rules of the SEC, this prospectus does not contain all of the information you can find in our registration statement or the exhibits to the registration statement.

You should rely only on the information or representations provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. Our selling securityholders may not make an offer of our securities in any state where the offer is not permitted. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. It also does not mean that the information in this prospectus is correct after this date.

INCORPORATION BY REFERENCE

The following documents, which have been filed by us with the SEC, are incorporated by reference into this prospectus:

Alamosa SEC Filings				Period or Date Filed
Annual Report on Form 10-K				Year ended December 31, 2004
Current Reports on Form 8-K				Filed on January 6, 2005, January 28, 2005, February 9, 2005, February 16, 2005, February 18, 2005, March 11, 2005, March 16, 2005, March 31, 2005 and March 31, 2005
Proxy Statement on Schedule 14A for the 2004 annual meeting of stockholders
The description of Alamosa common stock set forth in Alamosa's registration statements filed by Alamosa pursuant to Section 12 of the Exchange Act, including any amendment or report filed for purposes of updating any such description

All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the date of the completion of the offering of the securities described in this prospectus shall be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of those documents. Any statement contained in this prospectus or in a previously filed document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superceded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or was deemed to be incorporated by reference in this

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prospectus modifies or supercedes that statement. Any statement so modified or superceded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

The information relating to us contained in this prospectus should be read together with the information in the documents incorporated by reference.

You can obtain any of the documents incorporated by reference in this document from us, or from the SEC through the SEC's Internet World Wide Web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit in this document. You can obtain documents incorporated by reference in this document, at no cost, by requesting them in writing or by telephone from us at the following address or telephone number:

Alamosa Holdings, Inc.
5225 S. Loop 289
Lubbock, Texas 79424
Attention: Jon D. Drake
(806) 722-1100

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