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     CORRES

SKADDEN,
ARPS, SLATE, MEAGHER & Flom LLP

FOUR TIMES SQUARE

NEW YORK 10036-6522

________

 (212) 735-3000

Fax: (212) 735-2000

http://www.skadden.com

DIRECT DIAL

212-735-2697

DIRECT FAX

917-777-2697

EMAIL ADDRESS

dingles@SKADDEN.COM

May
16, 2005

VIA
FACSIMILE AND EDGAR

Larry M. Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Fax: (202) 772-9205

RE:
Alamosa Holdings, Inc. Annual Report on

   Form 10-K - fiscal year ended December 31, 2004

Current Report on Form 8-K/A filed March 11, 2005

Alamosa (Delaware), Inc. Annual Report on

   Form 10-K - fiscal year ended December 31, 2004

Dear
Mr. Spirgel:

                On
behalf of our client, Alamosa Holdings, Inc., a Delaware corporation (“Alamosa
Holdings”), and its subsidiary, Alamosa (Delaware), Inc., a Delaware corporation
(“Alamosa (Delaware)”), we submit this letter in response to your comment letter
(the “Comment Letter”), dated April 7, 2005, relating to Alamosa Holdings’
Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the
“Commission”) on March 11, 2005, Alamosa Holdings’ Annual Report on Form
10-K for the fiscal year ended December 31, 2004 filed with the Commission on March 3,
2005 (File No. 001-16793), and Alamosa (Delaware)‘s Annual Report on Form 10-K for
the fiscal year ended December 31, 2004 filed with the Commission on March 24, 2005 (File
No. 001-15657). Pursuant to a telephone conversation between Adam Washecka of the Staff and Eduardo
Gallardo of Skadden, Arps, Slate, Meagher & Flom LLP, the deadline for submission of
this response letter was extended to May 16, 2005. The term “Company” as used in
this letter refers to both Alamosa Holdings and Alamosa (Delaware).

                Set
forth below are the comments of the Commission raised in the Comment Letter, followed by
the Company’s responses to the comments. The headings and numbered paragraphs of this
letter correspond to the headings and paragraph numbers contained in the Comment Letter.

Item
1. Business, page 2

               1.

               Refer to the 2nd paragraph on page 3 and explain to us in more
               detail the nature of this merger  between Alamosa Sub I, Inc. and Alamosa
               PCS Holdings. Tell us if you applied purchase accounting  when recording
               the acquisition of Alamosa PCS Holdings, Inc. and, if not, explain the basis for
               your  accounting. Did Alamosa Holdings, Inc. or Alamosa Sub I, Inc. have
               operations at the time of the  merger? What percentage of Alamosa
               Holdings, Inc. common stock did the shareholders of Alamosa PCS
               Holdings, Inc. receive as a result of the merger? Please explain to us in
               detail how you accounted  for this merger and clarify your disclosures.

                In
the first quarter of 2001, the Company completed a series of transactions pursuant to
which Alamosa PCS Holdings, Inc. (“Old Alamosa”) acquired Roberts Wireless
Holdings L.L.C. (“Roberts”) and WOW Holdings LLC (“WOW”) and
simultaneously formed a new holding company, Alamosa Holdings. This
“reorganization” included the following steps:

 •
Old
Alamosa  formed  Alamosa  Holdings and Alamosa Sub I, Inc., a  wholly-owned  subsidiary
of Alamosa          Holdings.

•
 In
substantially simultaneous transactions on the closing date, (i) Roberts merged with and
into Alamosa Holdings, with Alamosa Holdings surviving the merger, (ii) WOW merged with
and into Alamosa Holdings with Alamosa Holdings surviving the merger, and (iii) Alamosa
Holdings’ wholly-owned subsidiary, Alamosa Sub I, Inc., merged with and into Old
Alamosa, with Old Alamosa PCS surviving the merger.

                As
a result of the reorganization, which involved the new holding company, Alamosa Holdings,
simultaneously acquiring three companies, Roberts, WOW and Old Alamosa, the former
shareholders of Old Alamosa, owned 75.8% of Alamosa Holdings, the former shareholders of
Roberts owned 16.7% and the former shareholders of WOW owned 7.5%. This
“put-together” transaction was effected for the sole purpose of creating a new
holding company in connection with the business combination between Old Alamosa, Roberts
and WOW. At the time of the merger, neither Alamosa Holdings nor Alamosa Sub I, Inc. had
any operations or precombination activities.

                The
application of the purchase method of accounting requires the identification of the
acquiring entity. This was a business combination involving more than two entities. In all
business combinations, it is necessary to identify which entity is the acquiring entity.
In cases where business combinations involve more than two entities, in determining which
is the acquiring entity, consideration should be given to which entity initiated the
combination and whether the assets, revenues, and earnings of one of the combining
entities significantly exceed those of the others. In addition, when a new entity is
formed to issue equity interests to effect a business combination, one of the existing
combining entities must be determined to be the acquiring entity on the basis of the
evidence available. After considering the following factors, Old Alamosa was determined to
be the acquiring entity and purchase accounting was not applied to its acquisition by
Alamosa Holdings:

•
The Executive Officers and Directors of Old Alamosa initiated the business combination.

•
AS stated
above, prior to the business combination, neither Alamosa Holdings nor Alamosa Sub I,
Inc. had any operations.

•
The assets,
revenues and earnings of Old Alamosa at the time of the business combination
significantly exceeded those of Roberts and WOW.

•
As stated
above, the relative voting rights in the combined entity after the combination were
significantly in favor of the Old Alamosa shareholders, and there were no unusual or
special voting arrangements, options, warrants or convertible securities given to the WOW
or Roberts shareholders.

•
The executive
officers of the combined entity remained exclusively those of Old Alamosa (Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, Sr. VP of Corporate
Finance, and Sr. VP of Engineering and Network Operations).

•
The Board
of Directors of the combined entity was predominantly comprised of Directors of Old
Alamosa, as out of 11 members following completion of the merger, 9 Directors were
directors on the Board of Old Alamosa.

                As
Old Alamosa was determined to be the acquiring entity, the Company applied purchase
accounting to the acquisitions of Roberts and WOW and the acquisition of Old Alamosa by
Alamosa Holdings, Inc. was accounted for with a carryforward basis in the assets and
liabilities of Old Alamosa.

Item
7. Management Discussion and Analysis

Critical
Accounting Policies

 Long-lived
asset recovery, page 34

               2.

               We note that you determined you have one asset group for purposes of testing
               long-lived assets for  impairment. Given the geographically discrete
               nature of your operations, it is unclear to us how  management determined
               that there is only one cash flow stream associated with the assets and
               liabilities of the Company. Explain to us in more detail your consideration
               of SFAS 144 in  determining that you only have one asset group for
               purposes of testing long-lived assets for  impairment.

                According
to SFAS 144 paragraph 10, long-lived assets being tested for impairment shall be grouped
with other assets and liabilities at the lowest level for which identifiable cash flows
are largely independent of the cash flows of other assets and liabilities.

                The
Company’s long-lived assets to be held and used are primarily comprised of its
wireless network and switching equipment. In determining the grouping of its long-lived
assets to be held and used, for purposes of impairment testing, and after considering the
guidance outlined in Paragraphs B44 to B47 of SFAS 144, the Company concluded that it had
one asset group at the entity level, for the following reasons:

•
 The
Company operates its wireless network as one single footprint, allowing its own
subscribers, as well as all of Sprint PCS’ subscribers, and other carriers’subscribers
to roam seamlessly throughout its entire network. Consequently, the ability of the
Company to generate cash flows from its network is primarily based on its capacity to
route customer calls across its entire network at any given point in time, and the cash
flows associated with a geographic area within the network are not independent of the
cash flows associated with other geographic markets due to the travel and roaming
characteristics of wireless subscribers. For the first quarter of 2005, approximately 25%
of the Company’s total revenue was derived from roaming revenue associated with
subscribers from outside the Company’s licensed territory using the Company’s
network. The majority of Sprint’s nationwide subscriber base subscribes to “national” plans
which provide for home usage on any part of the PCS network of Sprint nationwide at no
additional charge to the customer.

•
 All
operating cash inflows of the Company are generated by the utilization of the Company’s
wireless network by the Company’s and Sprint’s other subscribers as well as
subscribers of other wireless carriers.

•
 There
are significant operational cash outflows from centralized or outsourced support
functions such as customer care, billing and collection services, network design and
optimization, marketing, transport and backhaul that are funded by the revenue-producing
wireless network as a whole, and for which the allocation to the different geographic
areas would require significant subjective judgment.

Consolidated
Statements of Operations, page F-6

               3.

               It appears that the captions “Cost of service and operation” and
               “Cost of products sold” excludes  depreciation and amortization
               for property and equipment directly attributed to the generation of
               revenue. Please revise your presentation in future filings to comply with SAB
               11:B. Otherwise,  please advise.

                The
Company will revise its presentation in future filings to comply with SAB 11:B.

Note
3. Summary of Significant Accounting Policies

 Segment Disclosure-General

               4.

               Revise your disclosures to comply fully with the SFAS 131 and advise us.
               Please identify for us  your chief operating decision maker and explain
               to us what information he reviews when making  decisions about resources
               to be allocated and when assessing performance. To assist us in our
               understanding of your operations, please provide us an organizational chart
               of the Company that  identifies the various levels of management and
               summarizes their responsibilities.

                The
Company’s chief operating decision maker is the Executive Management Committee
(“EMC”) consisting of the Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, Chief Technology Officer, Chief Integration Officer and Senior
Vice President of Corporate Finance. All decisions regarding resources to be allocated and
assessment of performance of the Company take place within the EMC, which meets weekly. An
organizational chart for the Company is attached at Exhibit A to this letter.

                In
applying the provisions of SFAS 131, the Company has concluded that it has one operating
segment at the entity level, for the following reasons:

•
The
Company only produces discrete financial information regarding its business activities at
the entity level. As discussed in the Company’s response to comment 7 below, the
information used and reviewed by the regional management in the Company’s sales and
network organizations is primarily comprised of specific operating metrics relevant to
their functional responsibilities (such as churn, costs per gross addition and subscriber
additions) and does not represent discrete financial information.

•
 The
EMC is provided and reviews the operating results of the Company at the entity level in
determining allocation of resources and mobilization of capital and in assessing the
performance of the entity. Specifically, the EMC reviews the consolidated balance sheet
and consolidated statement of operations – budget versus actual and what the Company
refers to as the “dashboard” report which is a comprehensive report of various
metrics important to the wireless industry such as revenue per user, churn and customer
additions. All of these reports are provided at the entity-wide level to the EMC.

 Revenue Revenue Recognition, page F-11

               5.

               Refer to the paragraph bridging page F-11 and F-12 and explain to us why you
               consider it appropriate  to allocate amounts charged to customers at the
               point of activation between the sale of handsets and  the sale of
               wireless telecommunications services. Reference any specific sections of EITF
               00-21  that supports this treatment.

                EITF
00-21 requires that vendors evaluate all deliverables in an arrangement to determine
whether they represent separate units of accounting. Paragraph 9 of EITF indicates that
delivered item(s) should be considered a separate unit of accounting if all of the
following criteria are met:

               a.

               The delivered item(s) has value to the customer on a standalone basis. That
               item(s) has value on a standalone basis if it is sold separately by any vendor
               or the customer could resell the delivered item(s) on a standalone basis. In the
               context of a customer’s ability to resell the delivered item(s), the Task
               Force observed that this criterion does not require the existence of an
               observable market for that deliverable(s).

               b.

               There is objective and reliable evidence of the fair value of the undelivered
               item(s).

               c.

               If the arrangement includes a general right of return relative to the delivered
               item, delivery or performance of the undelivered item(s) is considered probably
               and substantially in the control of the vendor.

                Sales
through the Company’s controlled sales channels typically contain multiple
deliverables, specifically the sale of a wireless handset and a one or two-year service
contract. New subscribers are also typically charged a non-refundable activation fee. The
Company determined that both the handset and wireless service represented by the contract
are separate units of accounting because they are both sold separately, fair value is
objectively determinable, and there are no general rights of return. The non-refundable
activation fee charged at the point of sale does not meet the criteria to be a separate
deliverable and is considered additional arrangement consideration that is allocated to
the two separate units of accounting based on their relative fair values. Because wireless
handsets are usually sold at a significant discount, the Company typically allocates all
of the activation fee to the delivered handset, as a result of applying the relative fair
value model in EITF 00-21. The Company believes that it has applied EITF 00-21 in a manner
consistent with the guidance outlined in example 1 of the consensus.

                With
respect to those activation fees charged by the Company that are